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HomeMy WebLinkAboutContracts & Agreements_93-2018EA 7 2 (4118) AGREEMENT FOR THE PROVISION OF PROFESSIONAL ON-CALL PLANNING AND HISTORICAL ARCHITECTURE CONSULTING SERVICES This agreement for the provision of professional planning and architectural consulting services ("Agreement") is made and entered into this 5h day of June, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and. Architectural Resources Group, Inc ("Consultant"), who are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONSULTANT I I City hereby engages Consultant to provide on-call architectural, historical resources, and/or architectural lustorian expertise services for City (the "Services") 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by othei practicing professional consultants in the industry providing like and similai types of Services ARTICLE 2 — SERVICES OF CONSULTANT 21 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Mr Brian Desatnik, City's Development Services Director, of his designee, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services in a prompt and diligent manner The Services shall commence on the Effective Date of this Agreement and be completed on or before June 6, 2019 11ca1djm\Agreernenlsldraft Agreement ARG On Call Services.doe 1 EA 7 2 (4118) 42 The Tenn of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial Term of this Agreement by two (2) one-year additional terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days pnoi to the expiration of the Initial Term or any Extended Term The Initial Term and the Extended Tenns are hereby collectively, referred to herein as the "Term" of this Agreement ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 The annual compensation for Contractor's performance of the Services for each year of Services during the Term of this Agreement shall not exceed the amount of Fifty Thousand Dollars ($50,000 00), with total compensation not -to -exceed the amount of One Hundred Fifty Thousand Dollars ($150,000 00) City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "B" entitled "Hourly Rates" attached hereto and incorporated herein by this reference 52 Consultant shall submit an invoice to City describing the Services performed, the dates the Services were performed, and the number of hours spent and by whom, upon completion of the Services City shall pay Consultant no later than tlurty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or othei communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confinned with a copy sent contemporaneously by first class, certified, registered or express marl, in each case properly posted and fully prepaid to the appropnate address set forth below, or such other address as a Party may provide notice in accordance with this section City City Clerk City of Redlands 35 Capon Street, Suite 200 P O Box 3005 (mailing) Redlands, CA 92373 Consultant Katie E Horak, Principal Architectural Resources Group, Inc 360 E 2nd Street, Suite 225 Los Angeles, CA 90012 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 61 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies 1 IcaldjmlAgrcementsldraft Agreement ARG on Call services.doc 2 EA 7 2 (4/18) shall include a provision prohibiting cancellation or modification of the policy except upon thirty (3 0) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, foi public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Consultant shall defend, indeinnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or Inability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant A Does not make a governmental decision whethei to (i) approve a rate, rule or regulation, of adopt or enforce a City law, 11ca\djmlAgreementsldrafl Agreement ARG On Call services.doc 3 EA 7 2 (4/18) (u) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, of to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms of conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, Including fees for the use of in-house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement 83 Records, drawings, designs, cost estimates, electronic data ides, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk 84 Consultant is for all purposes under this Agreement an independent contractor and shall perfonn the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity I Ica\djmlAgreemenlsldmft Agreement ARG On 0111 Smices.doc 4 EA 7 2 (4118) whatsoever as an agent, nor shall Consultant have any authority, express of implied, to bind City to any obligation 8 5 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate if this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, delivei or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis for Sei vices completed up to the date of termination 86 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services foi a period of three (3) years, or foi any longer period required by law, from the date of final payment to Consultant pursuant to tlus Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 87 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California 89 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 11ca\djm\Agreementsldraft Agreement - ARG On Call services.doc 5 EA 7 2 (4/1 S) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS WPauFoster, Mayor Attest Je& Donaldson, City Clerk 6 I 1ca1djm\Agreemen1:sldraft Agreement ARG - On -Call Services.doc ARCHITECTURAL RESOURCES GROUP, INC Ka ie E Horak, Principal EA 7 2 (4/18) EXHIBIT "A" SCOPE OF SERVICES 1 1ca1djmlAgreementsldraft Agreement ARG On Call Servcces.doc 7 Approach acid Methodology APPROACH AND METHODOEOGY Task 2 On Call Services Task 2 services will vary widely based on the City's needs at any given time ARG will be readily available on an on call basis to perform the following tasks specified in the RFP at a minimum Review applications for Certificates of Appropriateness for proposed alterations to historic resources structures signs, etc., ■ Review proposed and existing Mills Act Contracts and work plans • Review proposed designation of Historic Resources and Districts ■ Assist staff with updating application requirements and creating guides to assist applicants and Mills Act participants, including assisting staff with creating a standardized template for work plan requirements, ■ Assist staff with audits of the City's current Mills Act Contracts The audits will include reviewing the existing four contracts and work pians, as well as conducting site inspections of the historic resources Estimated work schedule forthe audit is 3 to 5 months » Work with staff to integrate consultant recommendations with staff's proposed changes to the contracts and work plans Assist staff with updating participants contracts and work plans This will include meetings with staff and participants • Provide technical training on the Mills Act process, including the review of proposed work plans for the City's Historic & Scenic Preservation Commission and City staff • Other historic preservation related activities or projects ARG is well-equipped to perform any other historic preservation -related activities or projects that may be required by the City including • Conduct Historic Resource Inventories on any scale (district, citywide), • Update the citywide Historic Context Statement and write additional subcontexts and themes ■ Prepare Historic Resource Evaluations and technical reports for compliance with the California Environmental Quality Act (CFQA) • Perform peer reviews of existing consultant and staff reports, • Prepare National Register nominations, • Advise staff on updates to historic preservation plans, design guidelines, and other municipal code revisions, • Conduct educational workshops and training for City staff, commissioners, and the public on preservation related topics, • Coordinate community outreach activities, • Prepare Historic Structure Reports for significant City owned properties • Provide architectural services for rehabilitation and adaptive reuse projects Architectural Resources Group I Historic Architectural Design Guidelines & On -Call Services HA 7 2 (4118) EXHIBIT "B" HOURLY RATES 11caldjmlAgreementsldraft Agreement ARG On Call Services.doc 8 Fee/Cost ProposoI AS -NEEDED HISTORIC REVIEW SERVICES Below are our hourly rates for as -needed services These rates will remain fixed for the term of the Professional Services Agreement Architectural Resources Group STANDARD BILLING RATES 1 Direct personnel expense shall be billed at the following rates, including time for meetings public meetings, and presentations Founding Principal 5230.00/hour Principal $190.00 to $210.00/hour Senior Designer 3 Architect 3 Planner 3 Historian 3, and Conservator 3 $160.00/hour Architect 3 Planner 3 Historian 3 and Conservator 3 $140.00 to $150.00/hour Architect 2 Planner 2 Historian 2 and Conservator 2 $125.00 to $140.00/hour Planner 1, Historian 1, and Conservator 1 $100.00 to $115.00/hour Designer Technical Staff and Intern $100.00 to $125.60/hour Administrative Staff $85.Do/hour 2 Reimbursable Expenses shall be billed at cost plus 15% and shall include the following a Reproduction costs such as printing or duplication of drawings, specifications, written reports, and cost estimates, etc b Lodging, subsistence, and out-of-pocket expenses for authorized travel in connection with work c Travel (including local) IRS allowable rate plus tolls and parking, or cost of air travel d Data Long distance telephone/telegraph/telex/fax charges/database access charges, etc e Cost of models, special renderings, photography, special process printing special printed reports or publications and maps f Computer time for drafting is included in our standard billing rates Computer time and labor time for plotting and trimming of drawings for formal submittals and Owner's use, as well as packaging electronic files for Owner or Contractor use will be charged at $18 per plot or plot file g Postage and delivery charges h Professional consultants retained with client approval i Specialized equipment rental (required by the project) Architectural Resources Group I Historic Architectural Design GLfidelines & On Call Services EA 7.2 (4/18) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE -X—I am aware of the provisions of Section 3700 of the 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 I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code § 1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self=insure, or a certification of workers' compensation insurance I certify under penalty of penury under the laws of the State of California that the information and representations made in this certificate are tine and correct ARCHITECTURAL RESOURCES GROUP, INC y Kate E Horak, Principal 11ca1djmlAgreementsldraft Agreement ARG on Call Services.doe 9 Date b Z+Zlg,