14-0603_NUVIS LANDSCAPE ARCHITECTURE AND PLANNING_Personal Services AgreementPERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made, entered into, and shall become effective this ,�
day of X. , 2014, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and NUVIS Landscape Architecture and Planning, (hereinafter
referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant to prepare
Environmental Studies (CEQA), Plans, Specifications, Cost Estimates (PS&E). and provide
Bidding and Construction Support forthe Northwest Open Space Community Park Project
(CIP 09205); and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the Consultant shall consist of those tasks as
set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that
there are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than June 30, 2016.
Section 3. Compensation.
3.1 Amount
Total compensation for the services hereunder shall not exceed Four
Hundred Eighty Eight Thousand Six Hundred and Fifty Seven Dollars ($488,657) as set
forth in Exhibit "A", attached and incorporated herein by reference.
3.2 Method of Payment
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to the City. Invoices shall be addressed as provided for in
Section 16 below.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of the City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to the City
for the acts and omissions of its subcontractor as it is for persons directly employed.
Nothing contained in this Agreement shall create any contractual relationships between
any subcontractor and City. All persons engaged in the work will be considered employees
of Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the City of this and shall not proceed with further work
under this Agreement until written instructions are received from the City.
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Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement, however, it is
recognized that Consultant must perform with due and reasonable diligence in accordance
with professional standards.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise approved
by the City in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services. City agrees not to
reuse or modify project documents and to defend and indemnify Consultant if project
documents are reused or modified.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, hold harmless,
but not defend the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including reasonable attorneys' fees, for injury or death of any person, or damages of any
nature, including interference with use of property, to the extent caused by the negligence,
and/or intentional wrongful conduct of Consultant, Consultant's agents, officers,
employees, subcontractors, or independent contractors hired by Consultant in the
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performance of the Agreement. The only exception to Consultant's responsibility to protect
and hold harmless the City, is due to the negligence, recklessness and/orwrongful conduct
of the City, or any of its elective or appointive boards, officers, agents, or employees.
Consultant agrees to reimburse the City for defense costs including reasonable attorney's
fees to the extent caused by the portion of negligence as determined by a court of
competent jurisdiction.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Insurers in good standing
with the State of California and having a minimum Best's Guide Rating of A- Class VII or
better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Workers' Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
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14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insured as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverage reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
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Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Khoon Tan, P.E.
To Consultant: NUVIS Landscape Architecture and Planning
3151 Airway Avenue, J-3
Costa Mesa, CA 92626
Attn: Perry A. Cardoza
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled to the
extent incurred as a result of negligent performance.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
Section 20. Counterparts.
This Agreement may be executed by the Parties in counterparts, which counterparts
shall be construed together and have the same affect as if all the Parties had executed the
same instrument. Counterpart signatures may be transmitted by facsimile, email, or other
electronic means and have the same force and effect as if they were original signatures.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
\'YAVaWn, City Attorney
CITY OF SAS JUAN CAPISTRANO
By:
Sam Alevato, ayor
CONSULTANT n`
By:'-- Jc ,
Leslee A. Temple,residue
NUV IS Landscape Architecture & Planning
for the Northwest
..
Conceptual Design Phase
City of
Team
EXHIBITA
San Juan Capistran
e.
Space Community
NUVIS Fee
t-. rPS&E)
Park (CIP No. t
Schedule
r
E
Site Visit
$1,980
$620
Inc $5,700
$8,300
Site Documentation
$2,700
Inc
$2,700
Scoping
Meeting
$1,950
Inc
$1,950
Due Diligence
$1,800
inc $17,000
$18,800
Issues/Constraints
$4,480
inc $5,050
$9,530
Existing Plans
$1,510
$2,200
inc
$3,710
Conceptual Site Plan (signage, amenities,
sustainability, landscaping)
$8,520
$2,20D
$900
$11,620
Environmental Determination
$6,060
$33,250
$39,310
Construction Document Phase
Records Research
$1,800
$1.800
Topographic Survey
$10,360
$10,360
Geotechnical Investigation
$10,700
$10,700
Utility Research and Coordination
$6,015
$6,015
Street Improvement Plan
$7,510
$14,140
$21,650
Traffic Signing an Striping Plan
$3,255
$3,255
Fire Master Plan
$1,540
$4.320
$5,860
Construction Layout Plan
54,780
$3,200
$7,980
Precise Grading and Draina a Plan
$0
$24,030
$24,030
Erosion and Sediment ontire
ro Pan
3,320
$3,320
On-site Signing and Striin Plan
$2,3951
$2,395
On-site Sewer and Water Plan
$4,935
$4,935
On -Site Electrical Service Plan
$2,160
$2,160
Hydology & Hydraulics Report
$4,510
$4,510
Stonn Water Documents
$10,070
$10,070
Sin e/Wa mding Plans
$12,140
$12,140
Structural Plans
$14,500
$14,500
Landscape Plans
$47,320
$47,320
Irrigation Plans
$5,400
$5,400
Technical Specifications
$3,990
$3,115
Inc
$7,105
Cost Estimates
$3,090
$3,115
inc
$6,205
Bidding & Construction Su port
Pre -Bid Conference Attendance
$1,220
$560
inc
$1,780
Provide Clarifications during Bid Phase
$5,180
$1,460
$3,900
$10,540
Pre -Construction Meeting
$1,320
$560
$1,880
Plan Clarifications, Additional Details,
RFIs, Review Shop Drawings, On-going
Consultation during Construction Phase
$4,440
$2,670
$5,000 $1,080 $3,680 $2,100 $1,000
$19,970
Final Walk-ThroughlPunch List/Review As
Builts
$3,570
$2,270
$270
$6,110
Administratlon
Design TeamlGovernmental Agency
Coordination
$7,000
$5,000
$12,000
Project Management Fee
$23,428
$23,428
Project Administration Fee
$4,686
$4,686
Direct Project Expense Allowance
$2,000
$2,210
$4,210
Subtotal Professional Fee
$157,954
$117,590
$15,700 54,410 $9.080 $72,000 $15,500
$392,234
ADD ALT: Archeologist 8 Native
American Daily Monitoring 8 weeks
$52,000
$52,000
Total Professional Fee
I
$444,234
VA=VA Consulting Inc. (CiviUSuwey) CDG=CD Design Group (Electrical)
DYA=Diaz Yeoman Associates S+A=Sweeney+Associates (Irrigation)
CG=Chambers Group (Environmental)
ESE=Englekirk Structural Engineers (Structural)