03-1202_DAVID VOLZ DESIGN_Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT
THISAGREEMENT is made and entered into this o�dayof ,
2003, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and David Volz Design (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to complete the Camino Capistrano Recreation Corridor Master Plan; 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. Scone of Services.
The scope of services to be performed by Consultant shall consist of those tasks
as set forth in Exhibit 'A" attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than September 30, 2004,
Section 3. Compensation.
3.1 Amount.
Total compensation forthe scope of services forthis Project shall not exceed
thirty five thousand dollars ($35,000), as setforth in Exhibit "B," attached and incorporated
herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate identified in
Exhibit "B," attached and incorporated herein by reference. Included within the
compensation are all the Consultant's ordinary office and overhead expenses incurred by
it, its agents and employees, including meetings with the City representatives and
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incidental costs to perform the stipulated services. Submittals shall be in accordance with
Consultant's proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services which have
been satisfactorily completed and specifying a percentage of projected completion for
approval by the City. The City will pay monthly progress payments based on approved
invoices in accordance with this Section.
Forextra services not part of this Agreement, a written authorization from City
is required prior to Consultant undertaking any extra services.
3.4 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 City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of 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 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 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 Services.
In the event of a change in the Scope of Services 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.
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Section 7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
services to be performed; (2) it has investigated the proposed construction site, including
the location of all utilities, and is aware of all conditions there; and (3) it understands the
facilities, difficulties and restrictions of the work 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 City of this and shall not
proceed with further work under this Agreement until written instructions are received from
the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
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 contract period, Consultant shall have delivered to City at
least one (1) copy of any final reports and architectural drawings containing Consultant's
findings, conclusions, and recommendations with any support documentation. All reports
submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and approval
of the City.
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
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the City upon demand without additional costs or expense to the City. The City
acknowledges such documents are instruments of Consultant's professional services.
Section 13. Indemnity.
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials and employees from any and all claims, liabilities, expenses ordamages
of any nature, including attorneys' fees, for injury or death of any person or damage to
property or interference with use of property and for errors and omissions committed by
Consultant arising out of or in connection with the work, operation or activities of
Consultant, its agents, employees and subcontractors in carrying out its obligations under
this Agreement.
Section 14. Insurance.
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating ofA-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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
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14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
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 to the Consultant's general liability and umbrella liability
policies to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions Coverage
Throughoutthe 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 Clerk's office 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 notterminate, nor shall they be cancelled, nor
the coverages 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.
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Section 15. Termination.
City and Consultant shall have the right to terminate this Agreement without cause
by giving thirty (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated 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.
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: Attn: Community Services Director
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
To Consultant: Attn: David Volz
David Volz Design
17050 Bushard Street, Suite 300
Fountain Valley, CA 92708
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.
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.
In
IN WITNESS WHEREOF, the parties hereto have
CITY OF SAN46AN C
By: G
Mayor
DAVID VOLZSIGN
In
ATTEST:
MVrg" ret R. Monahan, City Clerk
APPROVED AS TO FORM:
—CK--�
John . Shaw, City Attorney
this Agreement.
L"q.A ;%L IMG
4—
J. IlVolz, LA, Principal Landscape Architect
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SCOPE OF SERVICES
The Consultant's services shall include, but not be limited to the following:
1. Research the existing corridor area and surrounding neighborhoods to establish
a good base of knowledge for the corridor's current level of land use and open
space, and capacity for change.
2. Plan and conduct two (2) community workshops gaining important feedback on
neighborhood needs/priorities.
3. Present workshop findings and preliminary strategies to the City Council and
City Commissions for feedback, direction, and clarification.
4. Complete the community workshop process with one final meeting that brings
the previous meeting information and direction from City Council and the City
Commissions together to develop a formal master plan strategy. The Master
Plan shall include concept site plans, a priority based implementation schedule,
projected construction costs analysis and presentations to the City Council and
City Commissions for formal review and adoption.
5. Provide the City with the following set of deliverables:
a. Camino Capistrano Corridor Master Plan Report — The report shall present
the project overview, public meeting results, design issues, design
methodology, project phasing and final conclusions. The report shall give
recommendations for environmental, geotechnical and archeological
evaluations. The report shall be prepared in Microsoft Word.
b. Project Schedule — The project schedule shall set project milestones and
delineate project phasing. The schedule should be prepared in conjunction
with the funding plan in order to determine budget, and therefore, scheduling
constraints. The schedule shall be prepared in Microsoft Project or
Primavera.
c. Conceptual Design Plan — The plans and specifications shall depict the final
proposed improvements. These plans should be detailed enough to provide
an accurate guide for future preparation of detailed design plans. Special
features and specific element specifications may be necessary to be detailed
if these elements are integral to defining the design concept. Plans and
Details shall be prepared in CADD. Specifications in Microsoft Word (2000
or earlier).
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EXHIBIT A
d. Project Cost Analysis —Cost estimates for each phase of the project shall be
prepared. Prepare funding analysis and funding options including, but not
limited to, grant opportunities, bond acts, community donations and
government loans.
A. PRELIMINARY MASTER PLANNING PHASE
1. Meet with City staff to review and refine project scope, establish key
communications personnel, refine time schedules, and obtain proper
requirements.
2. Obtain all relevant background studies, technical documentation and base
maps, including record drawings of existing improvements and facilities.
3. Contact and inform all relevant agencies within the project area of the master
planning process and obtain pertinent information from them related to the
project.
4. Perform field investigations as necessary for site analysis and recommend
proposed methods of conducting work. Walk the corridor areas and take
photos/video of existing conditions and uses.
B. MASTER PLANNING PHASE
1. Provide a survey by a licensed engineer, within the limits of the project, as
the basis for all project drawings. The survey shall include, but not be limited
to the following: existing features, walls, landscaping, elevations every
10 feet, water meters, signs, manholes, utility vaults, drainage structures,
buildings, and all other pertinent information. Scale shall be V=40'.
2. Plan, notify and conduct two (2) community design workshops. Consultant
shall encourage and develop community participation in the design of the
project through the use of these workshops. Prior to the first workshop the
consultant shall have prepared some preliminary design ideas to spark the
imaginations of the participants. The goals of the workshops will be to create
interest in participation in community affairs, provide a feeling of community
pride and ownership in the project, and develop recognition of the
community's needs, priorities, and desires. The consultant shall guide the
community towards a consensus over the two meetings.
3. Present workshop findings and preliminary strategies to the City Council
(1 meeting) and the Parks, Recreation & Equestrian Commission (1 meeting)
for feedback, direction, and clarification.
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4. Complete the community workshop process with a final presentation of ideas
gathered from the first two workshops and input from the City Council and
Commissions.
5. Develop formal master plan strategies including concept site plans, priority
based implementation schedule, and projected construction costs analysis.
6. Submit deliverables to the City and present to the City Council (1 meeting)
and Parks, Recreation & Equestrian Commission (1 meeting) for formal
review and adoption.
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