080222 PW On-Call Professional Architectural Consultant Services Oldham Architects — City Council - Successor Agency

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
OLDHAM ARCHITECTS, INC.

THIS AGREEMENT is made and entered into this day of , 2022 (“Effective Date”), by and between the CITY OF FULLERTON, a California municipal corporation (“City”), and OLDHAM ARCHITECTS, INC., a California Corporation (“Consultant”).

W I T N E S S E T H :

A. City proposes to utilize the services of Consultant as an independent contractor to provide certain professional architectural services on an as-needed basis, as more fully described herein.

B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103 and holds all necessary licenses to practice and perform the services herein contemplated.

C. City and Consultant desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.

D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services.

Consultant shall provide the professional services described in the City’s Request for Proposals (“RFP”), atta ched hereto as Exhibit “A,” and Consultant’s Response to City’s RFP (“Consultant’s Proposal”), attached hereto as Exhibit “B,” both incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws and regulations that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:

(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;

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(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non-conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employ ment and employment practices; workers’ compensation insurance and safety in employm ent; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services sim ilar to the services that are subject to this Agreement or may have its own employees per form services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclos ure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit B. Consultant’s total compensation shall be based on each proposal the Consultant submits and the City accepts for the services requested on a particular project.

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in Consultant’s Proposal set forth in Exhibit “B” unless the City, prior to Consultant performing the additional services, approves such additional Professional On-Call Architectural Services
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services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Consultant may s ubmit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.

2.5. W-9. Consultant must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Consultant’s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue until June 30, 2025 unless terminated as provided herein. The term of this Agreement may be renewed for one additional two-year period upon mutual written agreement by both parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually Professional On-Call Architectural Services
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rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance 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 the Consultant, its agents, representatives, employees or subcontractors subject to the limitations of Civil Code Section 2782.8. Consultant shall provide current evidence of the required insurance in a form acceptable to the City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5.2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance coverage with a limit of not less than $2,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. Consultant shall maintain business automobile liability insurance coverage with a limit of not less than $2,000,000 each accident.

Such insurance shall include coverage for owned, hired and non-owned automobiles. (ENVIRONMENTAL CONTRACTS ONLY) If Consultant’s subcontractors or suppliers haul hazardous material (including, without limitation, waste), they must carry Auto Liability insurance applicable to all hazardous waste hauling vehicles, and include MCS 90 and ISO Form CA 99 48 03 06 – Pollution Liability – Broadened Coverage for Covered Autos, C. Workers’ Compensation and Employers’ Liability Insurance. Consultant shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.

D. Professional Liability Insurance. Consultant shall maintain professional liability insurance appropriate to Consultant’s profession with a limit of not less than $2,000,000.

Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If policy is written as a “claims made” policy, the retro date of the policy shall be prior to the start of the contract work.

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E. Pollution Legal Liability or Asbestos Pollution Liability (ENVIRONMENTAL CONTRACTS ONLY). Consultant shall maintain project specific pollution or asbestos pollution liability insurance with a minimum limit of $2,000,000 each occurrence and $2,000,000 policy aggregate. If the coverage provided applies to asbestos related losses, the policy shall be endorsed to cover losses caused by either work performed or by any occurrence. Completed operations shall not be limited.

5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City.

5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

A. Commercial General Liability. The City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work or operations. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code Section 2782.8. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if later revisions used). Such coverage as an additional insured shall not be limited to the period of time during which the Consultant is conducting ongoing operations for the CITY but rather, shall continue after the completion of such operations. The coverage shall contain no additional special limitations, outside standard coverage exclusions and coverage limits, on the scope of its protection afforded to the CITY, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respects the CITY, its officers, employees and volunteers at least as broad as ISO CG 20 01 04 13 and shall apply separately to each insured against whom a suit is brought or a claim is made.

Any insurance or self-insurance maintained by the City, its officers, employees and designated volunteers shall be excess of this insurance and shall not contribute with it.

C. Professional Liability and Pollution or Asbestos Pollution Liability (ENVIRONMENTAL CONTRACTS ONLY). If these policies are written on a “claims made” form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least (5) years after completion of the contract work. If the coverage is canceled or non- renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting coverage” for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City for review. (ENVIRONMENTAL CONTRACTS ONLY:

If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability shall not contain lead based paint or asbestos exclusions. If the services involve mold identification/remediation, the Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.)

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D. Workers’ Compensation and Employers’ Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City and shall endorse the policy with a waiver of subrogation.

E. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

If the Consultant maintain higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

F. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Consultant shall ensure that CITY is an additional insured on insurance required from subcontractors.

G. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

5.5 Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST’S ratings of no less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST’S rating of no less than A- Class X may be accepted if Consultant evidences the requisite need to the sole satisfaction of City.

5.6 Verification of Coverage. Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions.

Additionally, Consultant shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.

City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

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shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 96 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

Oldham Architects, Inc.
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
Attn: Ryan Oldham

City of Fullerton
303 W. Commonwealth Ave.

Fullerton, CA 92832
Attn: Public Works Director

6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereu nder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

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extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in performing design professional services pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents, and employees based upon such negligence, recklessness, or willful misconduct, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole or active negligence or willful misconduct of the City. Further, in no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault, unless otherwise specified in Civil Code section 2782.8. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to Professional On-Call Architectural Services
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any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any fo rm, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq .).

Exceptions to public disclosure may be those doc uments or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any tr ade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant Professional On-Call Architectural Services
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shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

6.16. Prohibited Employment. Consultant w ill not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the perfo rmance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

Professional On-Call Architectural Services
City of Fullerton

EXHIBIT A

REQUEST FOR PROPOSALS

CITY OF FULLERTON

REQUEST FOR QUALIFICATIONS
RFQ #4367 ON-CALL PROFESSIONAL ARCHITECTURAL SERVICES

SUBMIT YOUR
PROPOSAL BY 2:00 PM PST
ON DECEMBER 17, 2021 TO:

City of Fullerton – Purchasing
303 W. Commonwealth Avenue
Fullerton CA, 92832-1775
RFQ Posted: Wednesday, November 10, 2021
Proposals must be received by: Friday, December 17, 2021 at 2:00 PM PST

Table of Contents
S
ECTION I NOTICE OF REQUEST FOR QUALIFICATIONS…………………………………………..1 S
ECTION II SCOPE OF SERVICES/SCOPE OF WORK………………………………………………...2 S
ECTION III INSTRUCTIONS TO PROPOSERS……………………………………………………….....3 S
ECTION IV REQUIRED PROPOSAL CONTENT………………………………………………………....7 S
ECTION V EVALUATION AND AWARD………………………………………………………………....10 SEC
TION VI SAMPLE PROFESSIONAL SERVICES AGREEMENT……………………………….…..12 SECTION VII STATUS OF PAST AND PRESENT CONTRACT FORM……… ………………………....24 SECTION VIII EXCEPTIONS FORM……………………………………………………………………….....25 1 SECTION I

NOTICE OF REQUEST FOR QUALIFICATIONS
On-Call Professional Architectural Services

NOTICE IS HEREBY GIVEN that the City of Fullerton is requesting statement of qualifications from professional architectural consulting firms to provide architectural design and construction assistance services within the City to support the Public Works Department, Engineering Division . The City intends to select up to three (3) consultants, but the actual number of consultants selected may be based on number of responses and qualifications.

This Request for Qualifications (RFQ) provides information on the City of Fullerton, the required scope of services, the consultant selection process, and the minimum information that must be included in the RFQ Response. Proposals will be evaluated on the basis of the overall best value to the City based on quality, service, price , and any other criteria set out herein including but not limited to, the proposer’s ability to meet the requirements, qualifications, and competencies set out herein.

BACKGROUND

The City of Fullerton is located 22 miles southeast of metropolitan Los Angeles, in the center of North Orange County. Fullerton is a full-service, general law city that was incorporated in 1904. Fullerton is renowned for its unique mix of residential, commercial, industrial, educational, and cultural environments and is known for being “the education community”. Fullerton has 52 City parks, a museum, a cultural center, a public library, a golf course, and 29 miles of recreational trails. Fullerton provides an outstanding quality of life for both residents and businesses. At 22.4 square miles, Fullerton is also one of the largest cities in Orange County by area and is the sixth most populous.

SUBMITTAL DEADLINE

TO BE CONSIDERED, SEALED ELECTRONIC PROPOSALS MUST BE SUBMITTED NO LATER THAN Friday December 17, 2021 at 2:00 PM to the Purchasing Division, 303 W. Commonwealth Ave., Fullerton, California, 92832. Failure of, or disturbances in any mail is not a legitimate reason for proposals submitted after the above due date. The City may extend the deadline at its discretion.

It is not the responsibility of the City to notify potential bidders. Prospective bidders shall be notified via the City’s eProcurement portal, Public Purchase at www.publicpurchase.com Organizations must first register as a vendor and registration is free , and organizations may select to be notified of all future bids posted by the City of Fullerton.
2 SECTION II

SCOPE OF SERVICES/SCOPE OF WORK

The City of Fullerton would like the selected firm (s) to provide professional architectural design and construction assistance services for City projects to support the Public Works Department, Engineering Division. The City intends to award an agreement for the solicited services for a term of three (3) years with an option to renew for an additional two (2) year period at the City’s discretion.

The City encourages firms to submit qualifications for any or all parts of the key services listed below to be eligible for placement on the qualified on-call/as-needed list for each service criteria.

The work will be assigned on an as-needed basis for various projects in the city. At the City’s discretion, successful firms will be assigned projects based on qualifications in relation to the project(s) scope of work.

MINIMUM QUALIFICATIONS
Only those consultants with verifiable experience as it relates to the services requested in this solicitation will be considered during the evaluation process. Consultant staff assigned to execute the scope of services must have relevant experience in providing the necessary services as described under the scope of services. All personnel assigned to the work shall possess appropriate certifications or registrations as required by state and local agencies.

SCOPE OF WORK
Selected firms will report to, and operate under, the direction of the City of Fullerton Public Works staff, to pr ovide professional architectural services. For the next several years, the vast majority of projects are expected to be small scale involving:
• Modification of existing restroom buildings for accessibility and current building code requirements
• Minor modifications, repairs, and/or additions to existing City buildings o This can include work on facilities listed on local and national historic registers. • Construction of small facilities such as park restrooms or trash enclosures with roof structures • Tenant improvement modifications to existing City buildings and facilities

In general, the selected consultant will be expected to provide services , including but not limited to the following:
• Provide complete construction documents as required for the pr oject scope (plans, technical specifications and estimate).
• Obtain required approvals from the City’s Community and Economic Development Department (Building and Planning) for the applicable project permits. • Provide assistance during construction including submittal reviews, RFI, change orders, etc.

3 SECTION III

INSTRUCTIONS TO PROPOSERS

Examination of Proposal Documents

By submitting a proposal, firm (s) represents that it has thoroughly examined and become familiar with the work required under this RFQ and is capable of performing quality work to achieve the City’s objectives.

Addenda

Any changes to the requirements will be made by written addendum to this RFQ. Any written addenda issued pertaining to this RFQ shall be incorporated into the te rms and conditions of any resulting Agreement. City will not be bound to any modifications to or deviations from the requirements set forth in this RFQ as the result of oral instructions. Firms shall acknowledge receipt of addenda in their proposals.

If a firm discovers any ambiguity, conflict, discrepancy, omission , or other error in the RFQ, the proposer should immediately provide the City written notice of the problem and request that the RFQ be clarified or modified. Without disclosing the source of the request, the City may modify the documents prior to the date fixed for submission of proposals by issuing an addendum.

If prior to the date fixed for submissions, a firm(s) knows of or shou ld have known of an error in the RFQ but fails to notify the City of the error, the firm shall submit a proposal at their own risk, and if awarded a contract, shall not be entitled to additional compensation or time by reason of the error or its later correction.

California Public Records Act (CPRA)

All proposals submitted in response of this RFQ become the property of the City and under the Public Records Act (Government Code Section 6250 el. Seq.) are public record, and as such, may be subject to public review. However, the proposals shall not be disclosed until negotiations are complete and/or recommendation for action is made to the City Manager and/or City Council.

If a proposer claims a privilege against public disclosure for trade secret or other proprietary information, such information must be clearly identified in the proposal. Note that under California Law, price proposal to a public agency is not a trade secret.

Request for Information

Submitting Questions
All questions must be submitted and received by the City no later than 4:00 P.M. PST on Friday, December 3, 2021.

4 Request for clarifications, questions and comments must be submitted through the City’s eProcurement Portal via Public Purchase (www.publicpurchase.com), a third-party website that hosts the City’s eProcurement’s . Registration is free and interested firms can select to receive automatic bid notifications from the City.

City Responses
Responses from the City will be posted on the City’s bid webpage and the City’s eProcurement Portal, Public Purchase, tentatively scheduled to be posted on December 9, 2021 City’s bid webpage: www.cityoffullerton.com/business/bids-rfps City’s eProcurement Portal – Public Purchase: www.publicpurchase.com

CITY CONTACT
General questions regarding this RFQ are to be directed to the following:

City of Fullerton – Purchasing
Attn: Jimmy Armenta, Buyer
303 W. Commonwealth Avenue
Fullerton, CA 92832-1775
Phone: 714/738-6533
Email: [email protected]

Any contact outside of the City staff/representative shall be cause for disqualification

Submission of Proposals

Date and Time
Proposals must be submitted at or before 2:00 PM on Friday December 17, 2021.

Proposals received after the above specified date and time will not be accepted by the City and will be returned to the firm unopened.

How to Submit
Firm shall submit one (1) complete electronic proposal on one (1) USB flash drive. Copy of the proposal must be submitted in a sealed package bearing the firm’s name and address and clearly marked as follows:

RFQ #4367 On-Call Professional Architectural Services
City of Fullerton – Purchasing
Attn: Jimmy Armenta, Buyer
303 W. Commonwealth Avenue
Fullerton CA, 92832-1775
Phone: 714-738-6533 Email: [email protected]

Proposer shall ensure that proposals are received by the City on or before the specified date and time. Failure to adhere to the deadline will result in disqualification. 5 Acceptance of Proposals

1. City reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals.

2. City reserves the right to withdraw or cancel this RFQ at any time without prior notice, and the City makes no representations that any contract will be awarded to any proposer responding to this RFQ.

3. City reserves the right to postpone proposal openings for its own convenience.

4. Submitted proposals are not to be copyrighted.

5. City does not guarantee any work upon award of an agreement.

Pre-Contractual Expenses

City shall not, in any event, be liable for any pre -contractual expenses incurred by firm in the preparation of its proposal. Firm shall not include any such expenses as part of its proposal.

Pre-contractual expenses are defined as expenses incurred by firm(s) in:

1. Preparing its proposal in response to this RFQ;

2. Submitting that proposal to the City;

3. Negotiating with the City any matter related to this proposal; or any other expenses incurred by firm prior to date of award, if any, of the Agreement.

Joint Offers

Where two or more firms desire to submit a single proposal in response to this RFQ, they should do so on a prime-sub-consultant basis rather than as a joint venture. City intends to contract with a single firm and not with multiple firms doing business as a joint venture.

Exceptions and Deviations

The firm(s) shall enter into an agreement with the City based upon the contents of the RFQ and the firm’s proposal. The City’s standard form of agreement is included in Section VI . The firm(s) shall carefully review the agreement, especially with regard to the indemnity and insurance provisions, and include with the proposal a description of any exceptions, technical or contractual, requested to the standard contract. If there are exceptions or are no exceptions, a statement to the effect shall be included in the proposal as well. See the exceptions attachment included in Section VIII that must be included with your proposal.

Insurance Requirements

The consultant shall procure and maintain throughout the duration of this Agreement, insurance 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 the consultant, his agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in 6 a form acceptable to the City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration or termination of this Agreement.

** See section VI for sample Professional Services Agreement for insurance requirements. **

7 SECTION IV

REQUIRED PROPOSAL CONTENT

Proposal Format and Content

Although no specific formatting is required by the City, this section is intended to provide guidelines to the firm regarding features which the City will look for and expect to be included in the proposal.

Electronic proposal will be submitted in a format that will print on 8 ½” x 11" size paper and uploaded in one (1) USB flash drive. Charts and schedules must be submitted in a format that will print on an 8 ½” x 11” size paper . The firm(s) should not include any unnecessary elaborate or promotional material. Lengthy narrative is discouraged, and presentations should be brief and concise.

Letter of Transmittal

The Letter of Transmittal shall be addressed to the City of Fullerton and, at a minimum, contain the following:

(1) Identification of proposer that will have contractual responsibility with the City.

Identification shall include legal name of company, corporate address, telephone and fax number. Include name, title, address, email and telephone number of the contact person identified during period of proposal evaluation.
(2) Identification of all proposed sub-consultants (if known) including legal name of company, contact person’s name and address, phone number and fax number. Relationship between proposer and sub-consultant if applicable.
(3) Acknowledgment of receipt of all RFQ addenda, if any. (4) A statement to the effect that the proposal shall remain valid for a period of no less than 120 days from the date of submittal.
(5) Signature of a person authorized to bind proposer to the terms of the proposal. (6) Signed statement attesting that all information submitted with the proposal is true and correct.

Technical Proposal

Qualifications, Related Experience, and References of Proposer

This section of the proposal should establish the ability of the firm(s) to satisfactorily perform the required work by reasons of: experience in performing work of the same or similar nature; demonstrated experience working with other public agencies; strength and stability of the firm(s) ; 8 staffing capability; work load; record of meeting schedules on similar contracts; and supportive client references. Most recent references preferred.

Proposer to:
(1) Provide an overview of the proposal (including the firm’s relevant experience), a summary of the firm’s understanding of the requested Scope of Work, and its approach to providing those services.
(2) A brief description of your firm’s background, size, office locations in California, and history as it may be relevant to the services required. Include subconsultants as applicable. (3) Describe your experience providing similar services for other public agencies and authorities, with an emphasis on California jurisdictions and agencies. (4) References – Please provide at least three (3) client references for whom your firm has performed similar work to that requested in this RFQ during the past five (5) years. For each client, please provide the name, street address, telephone number, and email address.

Proposed Staffing and Organization

This section of the proposal should establish the method that will be used by the firm to manage the contract as well as ide ntify key personnel assigned. Proposed staffing and organization are to be presented by firm identified in the Scope of Work.

Proposer to:
(1) Provide education, experience and applicable professional credentials of contract staff.

Include applicable professional credentials of “key” contract staff. (2) Furnish brief resumes (no more than one page each) for key personnel. (3) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Include the person's name, current location, and proposed position for this project, current assignment, and level of commitment to that assignment, availability for this assignment and how long each person has been with the firm. (4) Include an organization chart that clearly delineates communication/reporting relationships among the staff, including sub-consultants.
(5) Include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as "key" to the contract shall be removed or replaced without the prior written concurrence of the City.

Detailed Work Plan

Proposer shall provide a narrative that addresses the Scope of Work and shows proposer's understanding of City's needs and requirements.

9 The proposer shall:
(1) Describe the proposed approach and work plan for completing the service s specified in the Scope of Work. The description of the approach shall discuss the services in sufficient detail to demonstrate the proposer’s ability to accomplish the City’s objectives. (2) Describe approach to managing resources, including a description o f the role(s) of any sub- consultants, if applicable, their specific responsibilities, and how their work will be supervised.

Identify methods that proposer will use to ensure quality, budget, and schedule control.

Fee Proposal

Submit a rate sheet of key personnel who will be assigned to perform the services outlined in the “Scope of Work” of this RFQ. Describe how customary reimbursable expenses will be charged, including attendance at meetings in the City. Respondents verify the proposed costs are their best offer. The City may seek to enter into cost negotiations over various aspects of the fee proposal with the selected firm(s) based on the needs of the City.

Appendices

Information considered by proposer to be pertinent to this contract and which has not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section. Please note that this does not constitute an invitation to submit large amounts of extraneous materials. Appendices should be relevant and brief.

Status of Past and Present Contracts Form

Firm(s) are required to complete and sign the form entitled “Status of Past and Present Contracts” provided in this RFQ and submit as part of the proposal. The firm shall list the status of past and present contracts where either the firm has provided services as a prime contractor or a sub - consultant during the past five ( 5) years and the contract has ended or will end in termination, settlement or litigation. A separate form shall be completed for each contract. If the contract was terminated, list the reason for termination. Firm must also identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. Each form must be signed by the firm confirming that the information provided is true and accurate. The firm(s) are required to submit a copy of the completed form(s) as part of the proposal.

10 SECTION V

EVALUATION AND AWARD

Evaluation Criteria

City will evaluate the proposals received based on the following criteria outlined below. Respondents who are not actively engaged in providing services of the nature proposed in their response to this request and/or who cannot clearly demonstrate to the s atisfaction of the City their ability to satisfactorily perform the work in accordance with the requirements set forth in this request will not be considered. The City shall be the sole judge of the qualifications and services and its decision shall be final. Discussions may be conducted with respondents who submit qualifications determined to be reasonably acceptable of being selected for award. Any changes to the RFQ requirements will be made by addendum. All addenda shall be signed by firm s and attached to the proposal. Failure to attach any addenda may render the proposal non- responsive and cause it to be eliminated from consideration.

City will evaluate the proposals received based on the following criteria:

1. Qualifications of the firm - Technical experience in performing work of a similar nature; experience working with public agencies is mandatory; strength and stability of the firm; and assessment by client references.

2. Project Management Approach - Qualifications of proposed key personnel; logic of organization; and adequacy of labor commitment and resources to satisfactorily perform the requested services and meet the City’s needs.

3. Detailed Work Plan - Thorough understanding of the City's requirements and objectives; logic, clarity, specificity, and overall quality of work plan.

4. Fee Proposal - Reasonableness of proposed fees.

The City will select a firm based upon the responding firms’ qualifications and experience, together with its responses to the requests for information set forth above. It should be noted that none of these factors in and of themselves are determinative, and the City reserves the right to select a firm on any basis that is in the best interests of the City. The City may contact firms in response to questions raised in their proposals and the City reserves the right to cancel this solicitation without selecting any firms.

After the submittals are evaluated. The City, at its sole discretion, may elect to interview all, some, or none of the firms. The interview will help to clarify each proposal, approach and qualifications for the services requested in the scope of work . Firms may be asked to submit additional documentation at or after the interview stage. Based upon the interview and evaluation of the proposals, the top-ranked firm will be recommended to the City Manager and/or City Council (if necessary). In addition, the City reserves the right to select a firm without conducting interviews or abandon this RFQ. Final selection of a firm and authority awarding the contract to proceed with these services shall be at the sole discretion of the City and if required, City Council.

11 Evaluation Procedure

An Evaluation Committee will review all proposals. The committee will be comprised of City staff and may include outside consultants. The City of Fullerton reserves the right to request clarification of additional information from any firm at any time. The committee will recommend to the City Manager the firm(s) whose proposal is most advantageous to the City of Fullerton. If required, the City Manager will then forward its recommendation to the City Council for final action.

Award

The City of Fullerton may negotiate contract terms with the selected firm(s) prior to award, and expressly reserves the right to negotiate with several firms simultaneously. However, since the selection and award may be made without discussion with any firm, the proposal submitted should contain firm's most favorable terms and conditions.

City Manager and/ or City Council action will be requested by City staff to award contract to the selected firm(s).

Notification of Award

Firms who submit a proposal in response to this RFQ shall be notified regarding the firm(s) awarded a contract. Such notification shall be made within seven (7) days of the date the contract is awarded.

Notification of Intent to Award will be emailed to firms w ho submitted a proposal, and will also be available on the City’s bid webpage
www.cityoffullerton.com/business/bids-rfps and on the City’s eProcurement platform (www.publicpurchase.com).

Tentative Schedule
** Tentative Schedule may be changed at the City’s discretion, Interviews and Negotiations will be scheduled if required **

Release of RFQ November 10, 2021

Question Submittal Deadline December 3, 2021, at 4:00 P.M. PST

Response to Questions Posted December 9, 2021

RFQ Submittal Deadline December 17, 2021, at 2:00 P.M. PST

Consultant Interviews/Contract TBD
Scope Negotiations

Contract Award February 2022

12 SECTION VI

SAMPLE PROFESSIONAL SERVICES AGREEMENT

13 CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
[CONSULTANT BUSINESS NAME]

THIS AGREEMENT is made and entered into this __ day of [MONTH, YEAR] (“Effective Date”), by and between the CITY OF FULLERTON, a California municipal corporation (“City”), and [CONSULTANT BUSINESS NAME], a [California corporation] (“Consultant”).

W I T N E S S E T H :

A. City proposes to utilize the services of Consultant as an independent contractor to provide certain [ INSERT BRIEF DESCRIPTION OF SCOPE OF SERVICE] services, as more fully described herein.

B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.

C. City and Consultant desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.

D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the [Services & Fees Schedule attached hereto as Exhibit “A”] and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Performance to Satisfaction of City . Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:

SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

(a) Meet with Cons ultant to review the quality of the work and resolve the matters of concern;

(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.6. Non-Exclusive Agreement . Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employ ees perform services similar to those services contemplated by this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the [fee schedule set forth in Exhibit A].

2.2. Additional Services. Consultant may perform the [additional services described in Exhibit “B”] attached hereto and incorporated herein by this reference if SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

specifically engaged to do so by City. Consultant shall not receive compensation for any services provided outside the scope of services specified in [Exhibit A] unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.5. W-9. Consultant must provide City with a current W-9 form, to be attached hereto as Exhibit “D.” It is the Consultant’s responsibility to provide to the City any revised or updated W- 9 form.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work . The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays . Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue through [ INSERT TERMINATION DATE (i.e. December 31, 2020) ], unless terminated as provided herein.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the exec ution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of deliver y of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Insurance Required. CONSULTANT shall procure and maintain throughout the duration of this Agreement, insurance 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 the CONSULTANT, his agents, representatives, employees or subcontractors subject to the limitations of Civil Code Section 2782.8. CONSULTANT shall provide current evidence of the required insurance in a form acceptable to the CITY and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which CONSULTANT may be held responsible for payments of damages to persons or property.

5.2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. CONSULTANT shall maintain commercial general liability insurance coverage with a limit of not less than $1 ,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. CONSULTANT shall maintain business automobile liability insurance coverage with a limit of not less than $1 ,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.

C. Workers’ Compensation and Employers’ Liability Insurance. CONSULTANT shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.

D. Professional Liability Insurance. CONSULTANT shall maintain professional liability insurance appropriate to CONSULTANT’s profession with a limit of not less than $2,000,000. Architects’ and engineers’ coverage shall be endorsed to include contractual liability.

If policy is written as a “claims made” policy, the retro date of the policy shall be prior to the start of the contract work.

SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

E. Employee/Officer Fidelity Bond. CONSULTANT shall maintain a fidelity bond with a minimum limit of $1,000,000, providing coverage for the acts of all employees, officers and directors of CONSULTANT. (Required if Consultant will be handling City funds)

5.3. Deductibles and Self-Insured Retentions. Any deductible or self -insured retention must be declared to and approved by the CITY. The CITY may require the CONSULTANT to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide or be endor sed to provide that the self -insured retention may be satisfied by either the named insured or CITY.

5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

A. Commercial General Liability. The CITY, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT, including materials, parts or equipment furnished in connection with such work or operations. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code Section 2782.8. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’S insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if later revisions used). Such coverage as an additional insured shall not be limited to the period of time during which the CONSULTANT is conducting ongoing operations for the CITY but rather, shall continue after the completion of such operations. The coverage shall contain no additional special limitations, outside standard coverage exclusions and coverage limits, on the scope of its protection afforded to the CITY, its officers, employees and volunteers.

Any insurance or self-insurance maintained by the CITY, its officers, employees and designated volunteers shall be excess of this insurance and shall not contribute with it.

C. Professional Liability. If the Professional Liability policy is written on a “claims made” form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least (5) years after completion of the contract wor k. If the coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase “extended reporting coverage” for a minimum of five (5) years after completion of contract work.

D. CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

E. Employee/Officer Fidelity Bond, CITY shall be named as third party beneficiary for losses arising from work done on behalf of CITY. (Required if CONSULTANT will be handling City funds)
F. All Coverages. Each insurance policy required by this clause shall be SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

endorsed to state that coverage shall not be canceled, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.

G. If the CONSULTANT maintain higher limits or has broader coverage than the minimums shown above, the CITY requires and s hall be entitled to all coverage, and to the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

H. Subcontractors. CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and CONSULTANT shall ensure that CITY is an additional insured on insurance required from subcontractors.

I. Special Risks or Circumstances. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

5.5 Acceptability of Insurers . All required insurance shall be placed wi th insurers acceptable to the CITY with current BEST’S ratings of no less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of the CITY, insurance provided by non- admitted or surplus carriers with a minimum BEST’S rating of no less than A - Class X may be accepted if CONSULTANT evidences the requisite need to the sole satisfaction of the CITY.

5.6 Verification of Coverage. CONSULTANT shall furnish the CITY with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self -insured retentions.

Additionally, CONSULTANT shall furnish certified copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’S obligation to provide them. The CITY reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

6.0. GENERAL PROVISIONS

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

Consultant in the performance of this Agreement.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

[CONSULTANT NAME]
[MAILING ADDRESS]
Attn: [NAME AND TITLE]

City of Fullerton
303 W. Commonwealth Ave.

Fullerton, CA 92832
Attn: [NAME AND TITLE]

6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. To the fullest extent of the law, and consistent with Civil Code section 2782.8, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against City, its elected and appointed officials, officers, agents , and employees to the extent arising out of, pertaining to, or relating to the negligence, reck lessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in performing design professional services pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, but shall be SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misco nduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents , and employees based upon such negligence, recklessness, or willful misconduct, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under t his Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless C ity for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

6.12. Ownership of Documents . All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the SAMPLE ONLY – NOT REQUIRED WITH PROPOSAL

parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF FULLERTON

__________________________________ Date: __________________________ City Manager

CONSULTANT

__________________________________ Date: __________________________ [NAME AND TITLE]

__________________________________
Social Security or Taxpayer ID Number

APPROVED AS TO FORM:

__________________________________
Richard D. Jones, City Attorney

24 SECTION VII

STATUS OF PAST AND PRESENT CONTRACT FORM

Firm is required to complete and sign the form entitled “Status of Past and Present Contracts” provided in this RFQ and submit as part of the proposal. Firm shall list the status of past and present contracts where either the firm has provided services as a prime contractor or a sub - consultant during the past five (5) years and the contract has ended or will end in termination, settlement or litigation. A separate form shall be completed for each contract. If the contract was terminated, list the reason for termination. Firm must also identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. If no contract ended in termination, settlement or litigation, a statement to that effect shall be made on this form. Each form must be signed by the firm’s confirming that the information provided is true and accurate. Firm is required to submit a copy of the completed form(s) as part o f the electronic proposal on the one (1) USB Drive requested.

By signing this Form entitled “Status of Past and Present Contracts,” I am affirming that all of the information provided is true and accurate.

Signature_________________________ Date___________________________

Name: ___________________________

Title:_____________________________

25 SECTION VIII

EXCEPTIONS FORM

If your company is taking exception to any of the specifications, terms or conditions (including insurance indemnification and/or proposed contract language) stated in this Request for Qualifications, please indicate below and describe details: (check any that apply).

_____ No exceptions taken
_____ Exception taken to the scope of work or specifications _____ Exception taken to indemnification and insurance requirements _____ Exception to proposed contract language
_____ Other

Please explain any of the checked items
______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________

PROPOSING FIRM___________________________________________ DATE____________

BUSINESS ADDRESS _________________________________________________________

SIGNATURE OF REPRESENTATIVE:_____________________________________________

BY:_____________________________________ TITLE ______________________________

INSTRUCTION REGARDING SIGNATURE: If proposer is an individual, state "Sole Owner" after signature. If firm is a partnership, signature must be by a general partner, so stated after "Title".

___________________________________ ______________________________________

RFQ #4367 On-Call Professional Architectural Services
Questions and Answers

1. Please clarify exactly what proposers need to submit. We understand we need to submit one (1) complete electronic proposal on one (1) USB flash drive. Do we also need to submit a printed copy of the proposal? If so, does it need to be bound?
a. The City only requires submission of a complete proposal submission uploaded on one (1) USB flash drive delivered in a sealed envelope/package. No physical hard copy submission of the proposal is required.

2. If we submit our proposal prior to Dec. 17, 2021, what are the daily hours of operation for your office? a. If submitting your proposal prior to Dec. 17, 2021, submissions can be received Monday through Thursday from 8am to 5pm PST.

3. The RFQ states prospective consultants are to submit sealed electronic proposals. It also states we shall submit one complete electronic proposal on one USB flash drive. To confirm, we are only required to submit one USB in a sealed package and no physical paper copy is required? a. Please see question #1

4. Most of the language in the RFQ seems to indicate that our response is to be 100% electronic, delivered on a thumb drive. However, one line reads “Firm shall submit one (1) complete electronic proposal on one (1) USB flash drive. Copy of the proposal must be submitted in a sealed package bearing the firm’s name and address and clearly marked as follows:” While I understand that the “copy” referred to is most likely the previously stated electronic copy, I thought it wisest to clarify. Simply put, is a printed copy of our response required, or is it 100% electronic? a. Please see question #1

5. Please clarify – do you want proposers to also submit a printed and bound copy of the DOQ along with the electronic submission on a USB flash drive?
a. Please see questions #1

6. If we submit prior to the Dec. 17 due date, what are the hours of operation of the office that receives submittals.
a. Please see questions #2

7. There is no specific project being requested is a detailed work plan required? a. A detailed plan is not required, but please provide a basic outline showing how you approach a typical building improvement/modification project.

8. There is no specific project being requested – is it required to list sub consultants we do not know the scope of work?
a. Please provide your expected team/subs for building improvement/modification projects.

Assume site work will not be included in any project scope of work. The City understands that the project team/subs can vary depending on the actual scope of the project.

Professional On-Call Architectural Services
City of Fullerton

EXHIBIT B

CONSULTANT’S PROPOSAL

OLDHAM ARCHITECTS INC.
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

December 13, 2021

City of Fullerton Purchasing
C/O Jimmy Armenta, Buyer
303 W. Commonwealth Avenue
Fullerton, CA 92832
714-738-6533
[email protected]

RE: On Call Professional Architecture Services

Firm: Oldham Architects Inc.
680 Langsdorf Drive, Suite 202B
Fullerton, California 92831

Contact: Ryan Oldham
Principal Architect
714-482-8296
[email protected]

Sub-Consultants: To Be Determined per Project

I acknowledge that I have received all information pertaining to this RFQ and there is no known addenda to the RFQ. All information is this qualification is true at the time of signing. This qualification is valid for 120 days from day of submittal.

Sincerely,

Ryan Oldham
President & Principal Architect

Project No. 21096A

OLDHAM ARCHITECTS
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

Firm Qualifications
December 13, 2021

City of Fullerton Purchasing
C/O Jimmy Armenta, Buyer
303 W. Commonwealth Avenue
Fullerton, CA 92832
714-738-6533
[email protected]

Project: On-Call Professional Architectural Servic es

Oldham Architects Inc. is pleased to present to you the following statement of qualifications for professional architecture services for design projects within the City of Fullerton.

Oldham Architects is a small boutique firm located in the city of Fullerton. Our mission is to provide great design and drawings that meet the clients program goals, schedule, and budget. Each project is unique, and we work closely with each client to better understand the needs of the project and place a high value on open and timely communication.

Oldham Architects services projects in the custom residential, small to medium commercial, and civic s ectors.

A. SCOPE OF WORK

Provide architectural design services for the City of Fullerton for small size projects within the city. Scope of services to be provided as described in Section II of the RFQ document. Specific scope shall be determined for each project individually and will be expected to involve:

o Modification of existing restroom buildings for ac cessibility and current building code requirements
o Minor modifications, repairs, and/or additions to existing City buildings  This can include work on facilities listed on loca l and national historic registers. o Construction of small facilities such as park rest rooms or trash enclosures with roof structures o Tenant improvement modifications to existing City buildings and facilities o In general, the selected consultant will be expect ed to provide services, including but not limited to the following:
o Provide complete construction documents as require d for the project scope (plans, technical specifications and estimate).

Project No. 21096A

OLDHAM ARCHITECTS
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

o Obtain required approvals from the City’s Communit y and Economic Development Department (Building and Planning) for the applicable project permits. o Provide assistance during construction including s ubmittal reviews, RFI, change orders, etc.

Oldham Architects utilizes the following basic approach to service most projects:

1. Provide detailed proposal for each individual pr oject.

2. Meet with city to understand the full scope of w ork and design, budget, schedule goals.

3. Do site investigation work as needed.

4. Provide initial schematic design work, receive c ity feedback.

5. Develop design, receive city feedback.

6. Provide final design level plans to city.

7. Engage sub-consulting engineers as needed. Sche dule site meeting with engineers to provide full understanding of project. Manage sub-consultant.

8. Provide 65% & 90% level construction plans for c ity review.

9. Complete construction plans, provide for agency plan check revisions as needed.

10. Provide bid and construction observation servic es as needed to ensure compliance of construction with plans. Assist with construction administrative process as needed.

11. Provide final record set of plans.

B. CONSULTANT’S REPRESENTATIVE

Ryan Oldham, California
Architect’s License C-29715
714-482-8296
[email protected]

C. OLDHAM ARCHITECTS PROJECT TEAM

The following is a summary of Oldham Architects per sonnel. Ryan Oldham is the only designated “key” personnel and will be available through-out the duration of an on-call contract. Other personnel work in support of Ryan Oldham and will be available to the extent that they are an employee of the firm. A typical small project would be assigned one support staff per project.

Project No. 21096A

OLDHAM ARCHITECTS
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

Key Personnel:

Ryan Oldham – Principal Architect :

Ryan is the owner and principal architect at Oldham Architects. Ryan is responsible for design, project management, and overall project quality. Ryan takes a hands-on approach to the creation of construction plans and specifications, working closely with the architecture team to review plans for completeness and accuracy. Ryan has over 20 years’ experience in the field of architecture and has successfully completed over 200 projects ranging from small residential, h igh end custom homes, small commercial renovations to medium size new commercial construction. Ryan holds a bachelor’s degree in architecture from the University of Colorado and is an NCARB certified architect and member of the American institute of Architects.

Support Staff (Reports to Ryan Oldham):

Claire Giacalone – Architectural Designer & Project Manager:

Claire is a graduate of Cal Poly Pomona school of Architecture and holds a Bachelor of Architecture degree. She is responsible for support in design, project management, construction plans, and other professional practice tasks. Claire was a key team member of the Whitaker-Jaynes Bacon house restoration project, completed in 2020. Claire has been with Oldham Architects for over 3 years.

Daniela Delgado – Architectural Designer:

Daniela holds and architecture degree from University of Chihuahua, Mexico. She has 8+ years’ experience in the architecture profession for projects in both Mexico and the United States. Daniela provides assistance with design & graphics & construction plans. Daniela has been with Oldham Architects for over 3 years.

Liz Salas – Architectural Designer:

Liz holds a Bachelor of Science in Landscape Architecture from Cal Polytechnic University, Pomona.

She has been with Oldham Architects for over a year and is now transitioning her focus to architecture and plans to start a Master of Architecture program in Fall 2022. Liz assists with design, graphics, & construction plans.

D. COMMON SUB-CONSULTANTS

Structural Engineering: Innovative Structural En gineers Temecula, California

Mechanical / Electrical/ Plumbing Engineering: GMEP Engineering Lake Forest, California

Landscape Architecture: Savage Land Design
Fullerton, California

Project No. 21096A

OLDHAM ARCHITECTS
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

E. REFERENCES

1. Pet Adoption Center

Renovation of existing 3,000 SF light industrial building as a Pet Adoption and Veterinary center for private tenant. Includes new Tenant Improvement and exterior building front façade improvements.

Contact: Sean Calvillo, CNC Engineering, 949-419-81 06

2. Boisseranc Park / Bellis Park / Images Park – Ci ty of Buena Park

ADA Improvements through-out park to site pathways and accessible amenities as well as restroom facilities.

Contact: Annie Singhal, 714-562-3680

3. Whitaker-Jaynes Bacon House Restoration – City o f Buena Park

Restoration / Renovation of Historic Homes for City of Buena Park. Included interior and exterior reconstruction of damaged features, new interior design, and new exterior paint and roofing.

Contact: Teddy Luong, 714-562-3689

4. Women’s Club Building – City of Buena Park

Use and renovation analysis for the historic Women’s Club building for City of Buena Park.

Contact: Mina Mikhael, 714-562-3679

5. Osborne Auditorium Library Renovation – City of Fullerton

Renovation to existing auditorium space within the City of Fullerton Public Library. New accessibility features, sound & lighting systems, and interior design.

Contact: Joseph Hernandez, 714-773-0049

Project No. 21096A

OLDHAM ARCHITECTS
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

F. FEE PROPOSAL

Most project proposals are provided a fixed fee amount based on estimated work hours at the following hourly rates as listed below.

Principal Architect: $ 180 per hour

Support Design Staff: $ 120 per hour

Administrative project costs and reimbursables will be provided as an estimated fixed fee amount in addition to the project fee cost. Oldham Architects can provide a fee matrix for an individual project as needed.

Any sub-consultant fees will be a fixed fee added to Oldham Architects fee proposal.

Thank-you for the opportunity to be of service.

Sincerely,

Ryan Oldham
Principal

CA Architect’s License No. C-29715

OLDHAM ARCHITECTS INC.
680 Langsdorf Drive, Suite 202B
Fullerton, CA 92831
p. 714.482.8296
[email protected]

Ryan Oldham Resume

20 Year Employment History

Oldham Architects Inc., Fullerton, CA 2009 – Current Owner and Principal Architect in sole proprietary a rchitectural design firm. Acquisition and completi on of over $500,000 of architecture services in 2021 cond ucting business on a full-time basis. Projects inc lude various residential, commercial, municipal, and recreation projects.

Matlock Associates, Ontario, CA 2006 - 2009 1999 - 2003

Principal Architect – Directed the architecture operations with a staff of 5 for a design/build firm with annual revenue of over $5M.

K. Hovnanian Homes - Inland Area, Corona, CA 2003 - 2006 Director of Architecture – Director for the develop ment of home product and other architecture within the Inland Area (San Bernardino & Riverside Counties).

Education

Masters of Business Administration (MBA)
School of Business
Biola University, La Mirada, CA
(High Honors)

Bachelor of Environmental Design
School of Architecture
University of Colorado, Boulder, CO

Professional

Licensed Architect, State of California

NCARB Certified

American Institute of Architects

LEED AP

25 SECTION VIII

EXCEPTIONS FORM
If your company is taking exception to any of the specifications, terms or conditions (including insurance indemnification and/or proposed contract language) stated in this Request for Qualifications, please indicate below and describe details: (check any that apply). _____ No exceptions taken
_____ Exception taken to the scope of work or specifications _____ Exception taken to indemnification and insurance requirements _____ Exception to proposed contract language
_____ Other
Please explain any of the checked items
______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ PROPOSING FIRM___________________________________________ DATE____________ BUSINESS ADDRESS _________________________________________________________ SIGNATURE OF REPRESENTATIVE: _____________________________________________ BY:_____________________________________ TITLE ______________________________ INSTRUCTION REGARDING SIGNATURE: If proposer is an i ndividual, state "Sole Owner" after signature. If firm is a partnership, signature must be by a general partner, so stated after "Title".

Names of all other partners and their business address es must be shown below. If proposer is a corporation, signature must be by an authorized officer, so stated after "Title", and the names of the President and Secretary and their business addresses must be shown below:
___________________________________ ______ ________________________________ ___________________________________ ______ ________________________________ ___________________________________ ______ ________________________________ ___________________________________ ______ ________________________________ ____________________
____________________
X
Oldham Architects Inc. 12/15/21
680 Langsdorf Drive #202B, Fullerton, CA 92831
Ryan Oldham (Sole Owner) Principal
24 SECTION VII

STATUS OF PAST AND PRESENT CONTRACT FORM
Firm is required to complete and sign the form entitled Status of Past and Present Contracts provided in this RFQ and submit as part of the proposa l. Firm shall list the status of past and present contracts where either the firm has provided s ervices as a prime contractor or a sub- consultant during the past five (5) years and the cont ract has ended or will end in termination, settlement or litigation. A separate form shall be completed for each contract. If the contract was terminated, list the reason for termination. Firm must a lso identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. If no contract ended in termination, settlement or litigation, a statement to that effect shall be made on this form. Each form must be signed by the firms confirming that the information provided is true and accurate. Firm is required to submit a copy o f the completed form(s) as part of the electronic proposal on the one (1) USB Drive requested.

By signing this Form entitled Status of Past and Present Contracts, I am affirming that all of the information provided is true and accurate.

Signature_________________________ Date___________ ________________ Name: ___________________________
Title:_____________________________
ation provided is true a
__ __ __ __ __ __ __ __ __ __
No Contract Termination or Litigation to Report
Ryan Oldham
Principal
12/15/21
Professional On-Call Architectural Services
City of Fullerton

EXHIBIT C

CERTIFICATES OF INSURANCE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:

CERTIFICATE NUMBER:

COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY
AUTOS

AUTOS ONLY

NON-OWNED

SCHEDULED
OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER
LIMITS
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBER

TYPE OF INSURANCE
LTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB

UMBRELLA LIAB
$

EACH OCCURRENCE
$

AGGREGATE
$
OCCUR

CLAIMS-MADE
DED

RETENTION
$
$

PRODUCTS - COMP/OP AGG
$

GENERAL AGGREGATE
$

PERSONAL & ADV INJURY
$
MED EXP (Any one person)
$

EACH OCCURRENCE

DAMAGE TO RENTED
$
PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY
PRO-
JECT
LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
6/22/2022
Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
949-242-9240
www.risk-strategies.com CA DOI License No. 0F06675 Citizens Insurance Company of America 31534 The Hanover American Insurance Company 36064
The Hanover Insurance Company 22292
A $2,000,000OB3D534420 3/20/2022 3/20/2023
$1,000,000
✓
$5,000
✓
$2,000,000
$4,000,000
$4,000,000✓
A OB3D534420 3/20/2022 3/20/2023 $2,000,000
✓ ✓
B WZ3D427313 11/9/2021 11/9/2022 ✓
$1,000,000
$1,000,000
$1,000,000
C Professional Liability LH3H020484 8/19/2021 8/19/2023 $1,000,000 Per Claim $2,000,000 Aggregate
RSC Insurance Brokerage
Risk Strategies Company
[email protected]
Oldham Architects, Inc.
dba: Oldham Architects
680 Langsdorf Dr., #202B
Fullerton CA 92831
68866287
✓
✓
The City of Fullerton, its elected or appointed officials, officers, employees and volunteers are named as additional insureds and work comp policy-see attached endorsements.

City of Fullerton
303 W. Commonwealth Ave.

Fullerton CA 92832
Projects as on file with the insured including but not limited to Professional Services Agreement (PSA) for On-Call Architecture Services. primary/non-contributory clause applies to the general liability policy and a waiver of subrogation applies to the The above policies contain a 30-day notice provision for non-renewal and cancellation, 10-day notice for non-payment of premium. 68866287 | 22-23 GL-HNOA, 21-22 WC, 21-23 PL | Sherry Young | 6/22/2022 12:20:15 PM (PDT) | Page 1 of 4 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail.

Architects and Engineers
The following policy language is from Businessowners General Liability Coverage Part

NAMED INSURED: POLICY NUMBER:

The following are mandatory forms on the policy identified on the Certificate of Insurance:

391-1586 (08-16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured by Contract, Agreement or Permit

A. Section II – Liability, C – Who is an insured is amended to include as an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit but only respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your acts or omissions; or the acts or omissions of those acting on your behalf, but only with respect to:
(i) “ Your work” for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "property damage" included in the "products - completed operations hazard" only if this Coverage Part provides such coverage;
(ii) Premises you own, r ent, lease, or occupy; or
(iii) Your maintenance, operation or use of equipment leased to you.

*Definition: “Your work” a. Means: (1) Work or operations performed by you or on behalf; and (2) materials, parts or equipment furnished in connection with such work or operations; b. Includes (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of “your work”; and (2) the providing of or failure to provide warnings or instructions.

This provision does not apply:
(1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily Injury”, “property damage”, “personal injury” or “advertising injury". (2) To any person or organization Included as an Insured by an endorsement Issued by us and made part of this Coverage Part.
(3) To any lessor of equipment (a) A fter the equipment lease expires; or (b) If the "bodily Injury", "property damage", "personal injury" or "advertising Injury'' arises out of sole negligence of the lessor. (4) To any: (a) Owners or other Interests from whom land has been leased which takes place after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The “bodily injury”, “property damage”, “personal injury” or "advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services.

This exclusion applies even if the claims against any insured a llege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "o ccurrence" which caused the " bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved t he rendering of or failure to render any professional services by or for you.

Other Insurance Primary & Non-Contributory

The following paragraph is added to SECTION III – COMMON POLICY CONDITIONS, H – Other Insurance: Additional Insured – Primary and Non-Contributory. If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II – Liability, C. Who is an Insured is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under SECTION II – LIABILITY of this Coverage Part, our obligations are limited as follows:
(1) Primary Insurance: This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not s eek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. (2) Excess Insurance:
(a) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner;
Oldham Architects, Inc.
dba: Oldham Architects
OB3D534420
68866287 | 22-23 GL-HNOA, 21-22 WC, 21-23 PL | Sherry Young | 6/22/2022 12:20:15 PM (PDT) | Page 2 of 4 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. (iii) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or
(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION II - LIABILITY. B. Exclusions, 1. Applicable to Business Liability Coverage. (v) That is insurance available to you for your participation in any past or present "unnamed joint venture". (vi) That is any insurance you may have that provides coverage for your professional services.

(b) When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (c) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(i) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage part.
(3) Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

Per Project Aggregate
The following changes are made to SECTION II - LIABILITY:

1. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4:

The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations.

2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions:

1. "Your project" means:
a. Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b. Does not include any "location" listed in the Declarations.

2. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.

Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the fir st Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or “suit” is brought.

Waiver Of Subrogation
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following:

We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization where required by written contract.

Notice Of Cancellation
For any statutorily permitted reason other than non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Comm on Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 90 Days.

AUTHORIZED REPRESENTATIVE

*From Hanover Forms: 391-1003 (08/16); 391-1445 (08/16); 391-1586 (08/16), 391-1003 (08/16) 68866287 | 22-23 GL-HNOA, 21-22 WC, 21-23 PL | Sherry Young | 6/22/2022 12:20:15 PM (PDT) | Page 3 of 4 WORK
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Oldham Architects, Inc.

WZ3D427313
11/9/2021
The Hanover American Insurance Company
dba: Oldham Architects
68866287 | 22-23 GL-HNOA, 21-22 WC, 21-23 PL | Sherry Young | 6/22/2022 12:20:15 PM (PDT) | Page 4 of 4

City Council - Successor Agency - Housing AuthorityAugust 2, 2022

City Council - Successor Agency - Housing Authority
August 2, 2022