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Architerra Design Group A2016-211 AGREEMENT NO. A2016-211 FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND ARCHITERRA DESIGN GROUP THIS AGREEMENT, made and entered into as of the date last signed below, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and ARCHITERRA DESIGN GROUP hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the City finds unsatisfactory due to Consultant's or subcontractor's errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on November 10, 2016. 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be -1- under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or • agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or • reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. • 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit A attached hereto and made a part hereof. Total compensation shall not exceed $13,275.00. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set.forth on the invoice. 6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided -3- in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on March 1, 2017, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, -4- data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. -5- Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or -6- firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. (c) Consultant shall save harmless, indemnify and defend City and all its officers, officials, employees, volunteers, and representatives from and against any and all liability, loss, damage, expense, or cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of -7- every nature arising arising from, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of Consultant's officers, agents, employees, or representatives in the performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Consultant's duties and obligations under this paragraph shall apply notwithstanding any alleged or actual passive negligence of City which may have contributed to the liability, loss, damage, expense, or cost. (d) For purposes of this section "City" includes City's officers, officials, employees, agents, representatives, and volunteers. (e) It is expressly understood and agreed that this paragraph 14 is intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. (f) The requirements as to the types and limits of insurance coverage to be maintained by Consultant, as required by paragraph 15, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. (g) If any action or proceeding is brought against the City by reason of any of the matters against which Consultant has agreed to indemnify the City as above provided, Consultant, upon notice from the City, shall defend the City at Consultant's expense by counsel determined acceptable to the City in City's sole -8- discretion. The City need not have first paid any of the matters as to which the City is entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(g), but the limits of such insurance shall not limit the liability of Consultant hereunder. (h) The Consultant shall promptly pay any final judgment rendered against the City with respect to claims determined by a trier of fact to have been Consultant's allocated share of liability. 15. INSURANCE. A. Insurance Reauirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) Minimum Scooe of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and -9- endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per claim. -10- B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultants insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurers liability. -] 1- (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of , subrogation against City, its officers, officials, , employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section, The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall -12- procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. BUSINESS LICENSE CONTRACTOR shall maintain a valid Business License with the CITY. 17. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT, STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S,C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. -13- 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 20. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 19. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. -14- 20. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 21. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder, 22. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Attention: Richard Krumwiede Architerra Design Group 10221-A Trademark Street Rancho Cucamonga, CA 91730 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. -15- 25. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibit; this Agreement supersedes any conflicting provisions. Any inconsistency in the Exhibit will be resolved in the order in which the Exhibit appears below: A. Exhibit A : Scope of Work & Compensation 26. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. {i1 -16- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date last signed below. CITY OF CHINO HILLS RRA DESIGN GROUP ird Nadeem Majaj / ' ig ature Public Works Director Is /ic/rC Q!GO I9 �-l�[AV�'1 VJI E (Date) (Typed/Printed Name) frieVivEN r (Title) N (L 12k , ate) WA,/ Signa R1GI` i ICa2ulW11A31t (Typed/Printed Name)A �I (Title) Ni V 1 , 20\10 (Date) -17- r� d 471: 4-;.71-1 ARCH ITERRA DESIGN GROUP October 6, 2016 Mr. Luther Martin Parks and Open Space Supervisor City of Chino Hills 1400 City Center Dr. Chino Hills CA 9)709 RE: LANDSCAPE ARCHITECTURAL SERVICES PROPOSAL, EUCALYPTUS AVE. & PEYTON DR. IMPROVEMENTS, CHINO HILLS, CA. Dear Mr. Martin, We are pleased to submit this proposal for Landscape Architectural Services in connection with the project referenced above. This agreement is by and between Architerra Design Group, Inc. (ADG) and the City of Chino Hills (Client). PROJECT OVERVIEW ADG shall provide professional services on the project referenced above. The extent of our services may be generally described as the preparation of conceptual plans and construction documents For parkway and open-pace improvements to be constructed on the south side of Eucalyptus Avenue at the intersection of Peyton Drive. Specifically, the Eucalyptus Avenue parkway project area begins at station 71+30 and extend east past Peyton Drive to station ±78+75.00. Additionally, the project area includes a ±15,000 s.f. triangular open-space area located on the southeast corner of the intersection of Peyton Drive with Eucalyptus Avenue, and an over flow parking lot for the Chino Hills Community Park, to be located on the southwest corner of Peyton Drive and Eucalyptus Avenue. The project improvements addressed by this proposal will include: • New drought tolerant parkway planting and trail fencing within the parkway on Eucalyptus. • Accent trees and drought tolerant planting on the southeast and southwest corners of the intersection of Peyton and Eucalyptus, extending south to the southern edge of the existing concrete creek channel. • Maintenance access drives, accent trees and drought tolerant planting, as well as a depressed landscape area to capture irrigation and rainwater run-off within the k7S=N TER,;.A F A 1.AOfrIAY'',STrtFT RANCHO�U:. ,�.JP I'�� a.7I:1U ;'1cjJ 2iv—)C,' r(Q0414d=1•2£+_:2 • f -li, ri:b_i rx;: a xy:y City of Chino Hills Evicelyplvn&Peyton Improvement Project Pege2of ie 15,000 s,f. triangular open-space area east of the intersection of Peyton and Eucalyptus, • Planting and irrigation for the new overflow parking lot on the southwest corner of Peyton and Eucalyptus. Construction of the new over flow parking lot will be from plans prepared by the City of Chino Hills. As directed by the Client, this proposal does not including cost estimating services, Agency Processing, bidding assistance or construction observation, Our scope of services are further detailed below. SCOPE OF SERVICES ADG agrees to perform professional services for the Client as set forth below for the Basic Fee as indicates: A. Conceptual Design Phase to Include: 1. Site Visit/Field Inventory to review existing site conditions, opportunities, and constraints. 2, Program Development for bio-swale design, fencing and planting. 3. Base Sheet Development, one 20 scale 30"x42" City standard sheet utilizing existing client provided background street improvement plans, maps etc., as well as information from site visit. 4. Preparation of tissue design sketches (1.2) of proposed fencing, maintenance access drives, and planting design solutions for review and comment by Client, Design sketches can also be used to discuss potential construction budgets. 5. Prepare typical cross section bio-Swale/oasin grading detail (1), 6. Design Review Meeting with City (11 for review of initial conceptual landscape designs, 7, Project Administration including preparation of status reports and project scheduling. 8. Telephone consultations, B. Construction Document Phase to Include: 1, Base Sheet Preparation @ 20 scale, on 24"x36" sheet format, two sheets total, 2. Title Sheet Preparation. 3, Construction/Landscape Grading Plan Preparation for layout and detailing of trail fencing, maintenance access road, mow-strips, and landscape drainage basin. 4, Construction and Grading Detail Preparation. 5. Irrigation Plan Preparation. City of Chino Hills Eucelypea&Peyton Improvement Projec Poge 3 of 10 6. Irrigation Detail Preparation, 7. Prepare Water Efficiency Landscape Worksheet, * 8. Prepare 2 Irrigation Controller Charts. * 9. Planting Plan Preparation, 10. Planting Detail Preparation. 11 . Prepare Planting/Irrigation Hydro-zone Plan. * 12. Construction Specifications, 13, Irrigation & Planting Specifications. 14. Provide Soils Test and Soils Management Report. * 15, Prepare Annual Irrigation and Planting Maintenance Schedule, * 16, Client/Agency/Consultant Progress Meeting, (1) 17. Agency Plan Check Corrections, 18. Project Administration (Preparation of Bi•Weekly Status Report and Project Scheduling). { 19, Telephone Consultation, 20. Utility Research (Irrigation Point of Connection, Pressure), * Items required for AB 1881 California Water Efficient Landscape Ordinance. C. Bidding Phase: 1 . Bidding assistance will be provided to the Client on an hourly as requested, or negotiated lump sum fee basis, D. Construction Observation Phase: 1. Construction observation services will be provided to the Client on an hourly as requested, or negotiated lump sum fee basis, If the Scope of the Project as outlined above is changed materially, the Basic Fee shall be changed in the same proportion. FEES AND TERMS Services described above shall be provided for in accordance with the terms and conditions in Appendix A attached hereto and which is Incorporated and made a part of this Agreement by reference. We estimate the following fee breakdown by Phase: A, Conceptual Design: $3,150.00 B. Construction Documents: $9,625.00 C. Bidding & Negotiation: Hourly as requested D, Construction Observation: Hourly as requested Professional Fee Total: $12,775.00 Estimated Reimbursable Expenses* $500.00 Estimated Fee Total: $13,275,00 City of Chino Htlls Eucalyptus$Peyton Improvement Projact Pop 4 of I Q *We estimate that the cost of Reimbursable Expenses, os identified in Appendix A, will be approximately the amount noted above, Reimbursable Expenses incurred are based on the demands/needs of the Client, GENERAL WORK PROGRAM AND TIME TABLE Archlterra Design Group proposes the following timetable for completion of this Project after receipt of all necessary information from Client or Client's Consultants as listed under "Owners/Architects Responsibility". TASK PHASE WEEKS I Conceptual Design Phase 2.3 II Construction Document Phase 3.4 ADG shall render its services as expeditiously as is consistent with professional skill and care. ADG shall not be responsible for delays that may occur due to causes beyond ADG's reasonable control. Design Approval Mr. Luther Martin is designated as the person responsible for design direction to ADG for this Project and has the authority for design approval. In the event that the design, as approved by Mr. Martin is rejected by others, and redesign is required, such recesign shall be compensated as Additional Services, Design Alternatives AUG will limit the number of design alternatives provided under this contract to two for the project area, upon which time the design will be considered complete. Meetings And Site Visits This Agreement includes Professional Service time for up to 2 meetings for coordination with Client, agencies, or consultants. Additional meetings shall be billed as Additional Services, Travel expenses shall be billed as Reimbursable Expenses, Owners/Architects Responsibility Client shall provide the following information, documents, or services as required for performance of the work, ADG is entitled to rely upon the accuracy and completeness of such information, documents, and services, and shall not be liable for errors or omissions therein. Should ADG be required to provide services in obtaining or coordinating compilation of any such information, drawings, or services shall be charged as Additional Services. 1. Topography and boundary surveys. 2, Architectural plans and elevations of any proposed structures. 3. Engineered site plan with building Footprints, streets, curbs, and property lines, 4, Rough and precise grading plan for project site. City of Chino Filth Eucalyplus&Nylon Improvement Protacl Pogo 5 of I O 5, Soils testing and/or engineering. 6. Existing site engineering end utility base information, 7, Overhead aerial photographs al controlled scale. 8, Engineering other than that provided within the Scope or Services, 9. Agency processing of completed plans. We would be pleased to answer any questions you may have to clarify the various points above. If the proposal meets with your approval, please sign below where Indicated and ' return one copy for our files, I look forward to working with you on this project. Sincerely Yours, Lierra Design Group, Accepted: City of Chino Hills. .1rr Rh hard ' rumwiede Title: Presi.ent Date: �. CA RLA #2834 9 City of Chino Hills Eucaly04&Payton Improvement Project Page 6 of 10 APPENDIX A Attached to and part of Agreement for Professional Services between Architerra Design Group, Inc, (ADG), and the City of Chino Hills dated October 6, 2016, Fees for Professional Services Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement For Landscape Architectural Services, Reimbursable Expenses The following costs shall be reimbursed at cost plus 15% and are not Included In the Basic Fee for Services: • Expense of reproductions for generation of original drawings, plan check submittals and construction bidding, including printing, plotting, Xerox copying, photo reproductions, • All automobile mileage shall be paid at the standard rate for business automobile use as set forth by the Internal Revenue Service. • Cost of postage and shipping expenses other than first class mall. • Photographic services, film and processing. • Cost of models, special rendered exhibits, promotional photography, special process printing, special equipment,, special printed reports or publications maps and documents approved in advance by Client. • Agency Processing and fees paid for securing approval of agencies having jurisdiction over the Project, (Plan check fees, variance applications, etc.). • Fees for additional special consultants retained with the approval of Client. Additional Services ADG may incur expenses and costs, which are not included in the Basic Fee for Services. If authorized by the Client and confirmed by ADG, ADG will perform said Additional Services on a time and material bask, according to the following schedule: Principal 5150,00/Hour Director of Design 5125.00/Hour Project Manager $95.00/Hour Landscape Designer $75.00/Hour Clerical $45.00/Hour Additional Services Include but are not limited to: 1 . Making planning surveys, feasibility studies, and special analyses of Client's needs to clarify requirements for project programming. 2. Revisions and changes in approved drawings and the preparation alternatives or deductive change orders requested by Client, Cfy of Chino H1111 Evc&ypfus A.Peyton Improvement Protect Pop 7 of 10 3, Services with respect to replacement of any work damaged during construction, 4. Services required as a result of the default or insolvency of the contractor, 5, Preparation of record drawings or of measured drawings of existing conditions, 6, Providing prolonged construction observation should the construction time be substantially extended through no fault of ADO. 7, Opinions of probable construction costs, 8, Agency processing of completed plans if requested by Client, If the duration of the Project continues past one year from the date of signing this Agreement, ADG shall have the right to increase the hourly rate for Additional Services. Overtime Requests It is ADG's responsibility to schedule the Project's completion under normal conditions without the use of the staff on an overtime basis. If the Client adjusts the deadline or requests that the work be completed earlier than originally scheduled, requiring overtime, the fees shall be adjusted to cover the increased costs incurred by ADG, The hourly rates for overtime will be one and one-half (1-1/2) times the hourly rates listed above, Billing Procedures A. All billing shall be done on a monthly basis, Invoices shall include charges for Basic Services rendered to date of invoice and Reimbursable Expenses supported by an itemized description. B. Retainer: ADG shall be compensated an amount equal to 10% of the total fee at the time of acceptance of the proposal. C. Invokes for Additional Services shall be submitted on a monthly basis, supported by an itemized description, D. All invoices are due and payable upon receipt, Whenever the account Is delinquent (30 days past due), ADG may suspend without any resulting liability, any further services called for this Agreement until said account is mode current. Not withstanding this provision, ADO may continue work beyond the time which ADG could have suspended the work without waiving it's right hereunder, E. If the Client fails to pay an invoice within seven days of the date payment is due, ADO shall be entitled, upon three days notice, to suspend further services until all accounts due have been paid, Late Payment Penalty Client agrees to pay a monthly late payment penalty of one and one-half percent (1- 1/2%) per month, which will be applied to any unpaid balance commencing thirty (30) days from invoice date. Cly of Chino Hills Eucolypms&Peyton Improvemool Protect Pogo 8 of 10 Opinions of Probable Construction Costs ADG has no control over the cost of labor, materials, or equipment, or over the Contractor's method of determining prices, or over competitive bidding or market conditions. Any Construction Cost estimates provided for herein are to be made on the basis of ADG's experience and qualifications. These opinions represent ADG's best judgment due to our familiarity with the construction industry. However, ADG cannot and does not guarantee that proposals, bids, or the construction cost will not vary from estimates prepared by ADG. If the Client wishes greater assurance as to the construction cost, the Client shall employ an independent cost estimator, Ownership and Copyright of Documents All drawings and documents produced under terms of this agreement are the property of Architerra Design Group, and cannot be used for any reason other than to bid and construct the above named project. The Client shall be granted a revocable license to use the drawings and documents for the purpose of constructing, maintaining, and operating the project, and shall not use such documents for any other purpose without ADG's consent. The Client shall indemnify and defend ADG from any claim, loss or damage arising out of the Client's failure to abide by the terms hereof, Indemnification Architerra Design Group agrees, to the fullest extent permitted by law to indemnify and hold the Client harmless from anydamage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by Architerra design Group's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her sub-consultants or anyone for whom Architerra Design Group is legally liable. This indemnification expressly excludes the duty of Architerra Design Group to defend the Client, However, the absence of the duty to defend shall not preclude the Client from seeking its reasonable attorneys' fees as part of its damages where and to the extent such fees are caused by Architerra Design Group's negligence, The Client agrees, to the fullest extent permitted by Law, to indemnify and hold Architerra Design Group harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Client's negligent acts, errors or omissions and those of his or her contractors, sub-consultants or consultants or anyone for whom the Client is legally liable, and arising from the project that is the subject of this agreement. Architerra Design Group is not obligated to indemnify the Client in any manner whatsoever for the Clients own negligence. Certifications The Client shall indemnify ADG from claims arising out of any certifications, which are required to be signed on behalf of the Client during the course of the project. Dispute Resolution Client and ADG agree to mediate claims or disputes arising out of or relating to this Agreement before initiating litigation. The mediation shall be conducted by a mediation service acceptable to the parties, A party shall make a demand for mediation within a City of Chino Hits Eucolyplus&Peyton Improvemen!Prosed Page 9 of 10 reasonable time after a claim or dispute arises, and the parties agree to mediate In good faith, In no event. shall any demand for mediation be made after such claim or dispute would be barred by applicable law. Mediation fees shall be shared equally. Project Promotion ADG has the right to photograph the above named project and to use the photos in the promotion of the professional practice through advertising, public relations, brochures or other marketing materials. Should additional photos be needed in the future, the Client agrees to provide reasonable access to the facility. The Client also agrees to city the name of Architerra Design Group as the designer in all publicity, presentations, and public relations activities, which mention the name of or depict the facility, • Hazardous Waste Client shall indemnify and hold harmless ADG and its consultants, agents, and employees from and against all claims, damages, losses and expenses, direct and indirect, or consequentia damages, including but not limited to fees and charges of attorneys and court and arbitration costs, arising out of or resulting from the performance of the work by ADG, or claims against ADO arising from the work of others, related to hazardous waste, The above indemnification provision extends to claims against ADG which arise out of, are related to, or are based upon, the dispersal, discharge, escape, release or saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic-chemicals, liquids, gasses or any other material irritant contaminant or pollutant in or into the atmosphere, or on, onto, upon, in or Into the surface or subsurface soil, water or watercourses, objects, or any tangible or intangible matter, whether sudden or not. Limitation of Liability The Client understands and acknowledges that the design and construction process for this project poses certain risks to both ADO and the Client, The Client further understands and acknowledges that the amount of risk that ADG can accept is tied, in Dart, to the amount of compensation received for services rendered, ADG's fee for lie services offered is based on the Client's agreement to limit the ADG's liability as described below, The Client further acknowledges that were it not for this promise to limit ADG's liability, ADG's compensation would need to increase to address the risks posed by the project, The Client, therefore acknowledging its right to discuss this provision with legal counsel experienced in the design and construction process, as well as other design professionals, voluntarily agrees that, to the fullest extent permitted by law, ADC's total liability io the Client for any and ail injuries, claims, liabilities, losses, costs, expenses or damages whatsoever arising out of or in any wav related to the project or this Agreement for any cause or causes Including, but not limiter to, ADG's negligence, errors, omissions or breach of contract, shall not exceed the total amount of compensation received under this Agreement. This limitation of liability shall apply to the Client's claims for damages as well as the Client's Claims for contribution and indemnity with respect to third party claims. Means and Methods ADG shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety Cly of Chino Hill$ EVcolyplm 6 Peyton Improvement Protect Pogo 10 of 10 precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction, ADG shall not be responsible for the Contractor's schedules for failure to carry out the Work in accordance with the Contract Documents, ADG shall not hove control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work, Law This Agreement shall be interpreted and enforced according to the laws of the State of California, Termination II is understood that these services may be terminated upon 10 days' written notice for cause by either party, In this event, ADO shall be compensated for all work-performed prior to date of termination at the rates set forth above, Revocation This aroposal shall be considered revoked if acceptance is not received within 60 days of the cote hereof. State Regulations Landscape architects are licensed by the State of California, Miscellaneous Provisions This agreement is the entire and integrated agreement between Client and ADG and supersedes all prior negotiations, statements or agreements, either written or oral. The parties may amend this Agreement only by a written instrument signed by both Client and ADG, In the event that any term or provision of this Agreement is found to be unenforceable or Invalid for any reason, the remainder of this Agreement shall continue in full force and effect, and the parties agree that any unenforceable or invalid term or provision shall be amended to the minimum extent required to make such term or provision enforceable and valid. Neither Client nor ADG shall assign this agreement without the written consent of the other. Nothing in this Agreement shall create a contractual relationship for the benefit of any third party, END