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22-0110_GRIFFIN STRUCTURES, INC._Professional Services AgreementCI I T OF SAN JUAN CAPI3 1 RANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of January 10, 2022 by and between the City of San Juan Capistrano, a public agency organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Griffin Structures, Inc., a California corporation with its principal place of business at 2 Technology Drive, Suite 150, Irvine, California, 92618 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS An: a.. : ..i.. i:_ - -Z LI- c'+a.,a_ ..I /'�.�I:I-rn:a n' ..J ,.f ... �.f...�.�:.�.�.�1 M. l -,IL/ Ij a pUUIIU dytMUY UI LII JldlC UI I�dIllUlllld c111U IJ III IICCU UI �.11UICJJIUIIc11 services for the following project: Providing services to manage the development, design and construction of the Jamboree Housing Permanent Supportive Housing/San Juan Capistrano City Hall Project (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREE","ENI NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $40,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall 1 61147.02100\10974777.3 L. ._.__.__.__J L.. 1L. n:l.. ...J _____..L_J L.. L_LL rl.._L:.. L_L_.__ performance .. L L ' be prepared by the City and executed by both rarties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Term. (-unci iltnnf chnll norfnrm ifc coniiroc in n nrmmnf nnrl fimoly monro nnnr nrl chnll nmmnnn vv� wu�w� IL .�� �u�� 1-1-1 111 �w ..��..� v w�...� III "jai vi I IFIL "I — LII I I—Y I I I"I II I- "I — — III 1 1-1— performance a..1—performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. h Shnhlrl -,hch circllmstancP.-, nmir the nnn-nPrfnrminn narty -,hall within n reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant 2 61147.02100\10974777.3 !�_.__..IL...L .L.11 not ___:_.._ _..LI_1 _._ 1._....1.._ LL:_ Agreement _._ _._.. rights J.._ Consultant shall nut assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amellUII encs Irom filly QJ IICICIII [.Jl ol/IUCU. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. hilrnvarana fnr rnmmarrial ranaral I iahility incllranra shall ha at X.. J �.. — Z) . 1111-1111-1-1 _..,.......i 111-1-1— 111 1..... — least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. for the following: (iii) Commercial General Liability Insurance must include coverage (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aaareaate Limits that ADDIv Der Proiect (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 3 61147.02100\10974777.3 i..) Tom_ poli-.. -hon �:.._ U1Ly a- 01-1 rr: _: -i- _rr:---- -'---i -. .--- agUent- w� i ne policy snail give �.ny, Its �iiiciais, �iiicers, ern�i�yees, ayen�s and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liabili (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with +h„ rr1+„ iiisuraiiie ioiiipaii�ies aiieNLavic w Liic v11.y. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c Wnrkers' CmmnPnsatinn/FmnlnvPr'-, I inhility (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and anv acts amendatnry thereof- and Fmnlnver's Liahilitv Cnveraae in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must 4 61147.02100\10974777.3 Agreement. Tom_ policy .__.._i is.__.. _._ �_�_ir _ne ice_ specifically include worn perldrrned under this Agreement. f he pulley must pay do behalf df Lhe insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage utmmnhilo I inhilihi cti nnn nnn rnmhinorl cinnin limif i �u Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. q. Policv Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any 5 61147.02100\10974777.3 Insurance, Sell -Insurance U1 UL11ef cUVUIdY.e 111a111Ld111UU Uy Lne UILy or d11y 11d111eU 114SU1UU5 511all not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the f—:4- :+.F.: %illy, ILS ollicIaIs, officers, employees, agents, and volunteers or shallaII specifically pecifi aIIy aIIow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. In(li alifiiinn Insurer-. 11. �xuuiiiyiiiy ����uia i (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional Insurance Provisions (i) The foreanina renuirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 6 61147.02100\10974777.3 /:::\TL_ r :l.. .--_.. .___...:.__ 1L_ r�_.__..IL_._L L_ ._ —.:J_ --.--._I-1- ---:-- _L kill) I lie lolly may fequim LHU UUflSUlldill LU PIUvlue GUl1lPlele UU�JIeS UI all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, f-:+.. .�. .. different .. I�.�.�+.-. ..F .. F...- particular subcontractors %.ILY may approve di eIent slopes or minimum limits VI insurance IVI particular subcont actors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees nnrl n++nrno-'c foot nnrl Mkr roles+orl nnc+c �nrl ovnoncoc i`r,nc111+on+Ic nKlinn+inn +r, inrlo nifv ullll ullVllllay J Ila l.rJ ullll Vll ll.rl 1l,rlu Ila ld laVJIJ ullll laA1./l.rllJl„rJ. VVIIJIARuI IL VVIII,. ulIVl1 lV IIIVlallll Illy shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 1 Lab -or rode Dee Iirr Y,r n+� IV. VQIII CaliforniaVIIIIQ LQVVI VVVG 1\GU vire encs. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which 7 61147.02100\10974777.3 :.__i..r_ �..i -.-- .__i i:.__a_r 1_ ._.__.._:1:.__ ...__.__ (Labor _._ �_r_ Sections A��A A --A _._r A -X Include out are not nrnneu o prevailing wages (Labor Code Sections 1 i i 1 , 1 1 14 and I i i Z)), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the .0-�Lne contractor registration -eg1—. I -L--- 1---J- - J- C --L: - - - 4-7nC L --J IU.ego:ng,h UL IL LIU[IIUIIeIICIIIJ Hid[lUdleU Uy LaUUI kUUe0UULIUIIJ I /LJ.JallU 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. . 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Reserved. 16. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 17 Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination 8 61147.02100\10974777.3 Uccurb P11U1 w culnPiULiUn Ui any LabK 1U1 Mid r[UJUcL 1U1 wnicn a PaylnenL 1UquebL nab HUL DUU11 received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. IJUI.I.II encs. F-xcept as otherwise pC IUVIUU III ICIIIIIIIQIIUII V U L.I /11JQIIUUIIIIICIII, above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Dustin Alamo, CCM, LEED AP as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. above. 20. Limitation of Agreement. Thic Anraamant is limitari to anri inrlllriac nnly tha XArnrk inrlllriari in tha Prniart riacrrihari . .... . .1. .......... .. ... ...........� — .. ..,......�.... ... ..� ..... .. -.- .. ..,......�....� ... ...- . ...J..... ..�........�......� 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Charlie View, Assistant City Manager and shall be effective upon receipt thereof. 22. Third Party Rights CONSULTANT: Griffin Structures, Inc. 2 Technology Drive, Suite 150 Irvine, CA 92618 Attn: Dustin Alamo, CCM, LEED AP Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. 0 61147.02100\10974777.3 !�_.__..IL...L represents ... L. LL .1 :L _._ __....1 _._.__.1..._:L.. .... ..1....._ ...J LL .1 :L .L.11 ...L Consultant represents that IL is an equal uPPUnuniILy ernPiUyer anU u1dL IL snail nUL discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, ....J� �.. ...4.. �.. L..-.. ,.. L.........�..-.A_ L.., .. ..L. �.. L..-. ..4 � ..4...J II IUUI.eI I lel ILJ, pl Ul I IIJGJ of agl eel I lel ILS I lave LJCCI I I I IaUe LJy QI ly pen Jul I VVI llcl I are not II IL UI pulCILCU herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 26. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, rnncllltant shall not accinn nr trancfar by nnaratinn of la\A/ nr nthanniica any nr all of its rinhtc burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non -Waiver None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall 10 61147.02100\10974777.3 �_.._ ice_ ._:_moi i- '----:._r ice:_ n__ --'---._i ...a�_..i i:_�:ia.. r_._ i�-- i-'-'-- -c ice:_ n_. ---'---'-i no the right o rescind this Agreement without liability. For bre terra o this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147.02100\10974777.3 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO AND GRIFFIN STRUCTURES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO B: y Benjamin Siegel City Manager ATTES 0 APPROVED AS TO FORM: By: Cilry Attorney 12 61147.02100\10974777.3 GRIFFIN STRUCTURES, INC. By: Its: Vice President Printed Name: Dustin Alamo r-Arl D i M Scope of Services 13 61147.02100\10974777.3 GRIFFIN STRUCTURES PROPOSAL CITY OF SAN JUAN CAPISTRANO CITY HALL/ SUPPORTIVE HOUSING PROJECT: PHASE I 1/07/22 SCOPE OF WORK To support the City in providing services to manage the development, design and construction of the San Juan Capistrano City Hall and permanent supportive housing complex (with developer Jamboree Housing), Griffin Structures will provide the following services: 1. Constructability Review and Quality Assurance: Griffin will perform a comprehensive constructability review, in Bluebeam format, and will review the comments with the design team to achieve clear and concise performance specifications to include as part of the Development Agreement. 2. Disposition and Development Agreement. Assist and support the City in creating and negotiating this agreement in accordance with the goals of the City. Griffin will provide suggestions and recommendations relative to exhibits and performance specifications in efforts to aide in a successful project. Note our services do not include providing legal counsel or related assistance. 3. Council Chambers. Griffin will strategize with the City and identify a recommended path forward inclusive of project delivery method and project schedule to transform the Community Center multipurpose room into the City's Council Chambers. 4. Temporary One -Stop -Shop. Griffin will strategize with the City and identify a recommended path forward inclusive of project delivery method and project schedule to transform the Utility Building into a temporary one -stop -shop during construction of the new City Hall. The above scope of work will be completed within 4-8 week duration subject to the availability of the plans prepared by Jamboree Housing and the City's availability in scheduling meetings. 1 Technology Dr., Suite 1829 I Irvine, CA 92618 1 949.497.9000 1 www.griffinstructures.com FEE PROPOSAL Griffin Structures' Fee Proposal is based on all reasonable costs necessary to perform Program Management services for the City of San Juan Capistrano. For these requisite services, Griffin Structures proposes the following Not to Exceed Fee billed on an as - needed hourly basis: Program Management Services: $ 40,000 Any extension of services may result in additional fee, in good faith negotiation with the City. Griffin's hourly rate schedule is as follows: Chief Executive Officer $290.00 Executive Vice Pres. / Principal -In -Charge $240.00 Project Executive $225.00 Project Manager $195.00 Program Specialist/ Asst. Project Manager $185.00 Community Outreach $275.00 Cost Estimator $175.00 Administrative Assistant $140.00 Hourly rates are valid through December 2022 and will escalate by CPI annually thereafter. Thant,- vni i fnr tha nnnnrti inity to nrnvir�lin ni it cPrvir Pc to the (-'it\/ of qan Ii ian (-'anictrann I'-- .., . , , ., . r. r.., , , , , ..y r. , ... , .., ., ., .., , _ 1... 1 .... ,. J .. , , , , . r.. . Best, Dustin Alamo, CCM, LEED AP Vice President dalamo@griffinstructures.com 949-280-4441 0