GENERAL SERVICES AGREEMENT BETWEEN
THE CITY OF RIPON AND
CARL M. MAXEY, ARCHITECT
(BETHANY HOME THE TERRACES PROJECT)
This Agreement for General Services (“Agreement”) is entered into on February 8, 2022, (the “Effective Date”) between the City of Ripon (“City”) and Carl M. Maxey, Architect (“Consultant”), (together sometimes referred to as the “Parties”).
Section 1. SERVICES. In accordance with the terms and conditions set forth in this Agreement, Consultant agrees to perform all services described in the Consultant’s Scope of Work attached hereto as Exhibit “A”. In the event of a conflict in or inconsistency between the terms of this Agreement and said scope of services, this Agreement shall prevail.
1.1 Term of Services. This Agreement shall begin upon signature by all Parties and shall end when Consultant completes the work described in said scope of work,, or no later than two (2) years from the date this Agreement was signed by City, which ever is longer, unless the term of the Agreement is otherwise terminated or modified, as provided for herein.
1.2 Standard of Performance. Consultant shall diligently perform all services required in connection with this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services in connection with this Agreement.
1.4 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services satisfactorily completed as of the date that written notice of termination is received by consultant; City, however, may condition payment of such compensation upon Consultant delivering to City documents and records identified in Section 8.1 of this Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant an amount NOT TO EXCEED THIRTEEN THOUSAND SIX HUNDRED Dollars ($13,600.00) as set forth in Exhibit “B” for all work described in the “Scope of Work” within the Proposal set forth in Exhibit “A” and made a part of this Agreement.
2.1 Invoices. Consultant shall submit invoices once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date.
2.2 Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred.
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2.3 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
Section 3. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below for the period covered by the Agreement.
3.1 Workers’ Compensation. If Consultant employs any person, Consultant shall maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident.
3.2 Commercial General and Automobile Liability Insurance. Consultant shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. At the sole option of the City, the City shall be named as an additional insured and insurance shall provide primary coverage with respect to the City.
3.3 All Policies Requirements.
3.3.1 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall, at the sole option of the City, provide City with (1) certified Certification of Insurance that demonstrates compliance with all applicable insurance provisions contained herein; (2) certified policy endorsements to the general liability policy adding the City of Ripon as an Additional Insured and declaring such insurance primary in regard to work performed pursuant to this Agreement; or (3) upon request by the City, complete certified copies of all policies and/or complete certified copies of all endorsements that demonstrate compliance with this Section 4
3.3.2 Notice of Reduction in or Cancellation of Coverage. A copy of the cancellation provisions must be attached to all insurance obtained in accordance with this Agreement.
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Section 4. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
4.1 Consultant shall to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against any and all claims that arise out of, pertain to or relate to the negligence, recklessness or willful misconduct of the Consultant. Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of, pertain to, or relate to such Claims, whether directly or indirectly (“Liabilities”). Such obligations to defend, hold harmless and indemnity the City shall not apply to the extent that such Liabilities are caused by the sole negligence, recklessness, or willful misconduct of the City.
Section 5. STATUS OF CONSULTANT.
5.1 Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Section 6. LEGAL REQUIREMENTS.
6.1 Governing Law. The laws of the State of California shall govern this Agreement.
6.2 Compliance with Applicable Laws. Consultant and any sub-Consultants shall comply with all laws applicable to the performance of the work in connection with this Agreement.
6.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any sub-Consultants have all licenses, permits, qualifications, and approvals of whatsoever nature, that are legally required to practice their respective professions.
6.4 Nondiscrimination and Equal Opportunity. In compliance with federal, state and local laws, Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, sub-Consultant, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.
6.5 Work Requiring Payment of Prevailing Wages. In accordance with California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which these services are to be performed, and not less than the general prevailing rate of per diem wages for
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holiday and overtime work fixed as provided in the California Labor Code shall be paid to all workers engaged in performing the services under this Agreement.
Section 7. MODIFICATION.
7.1 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
7.2 Assignment and Subcontracting. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub-Consultants noted in the proposal, without prior written approval of the City.
7.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
7.4 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:
7.4.1 Immediately terminate the Agreement;
7.4.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant in accordance with this Agreement;
7.4.3 Retain a different Consultant to complete the work described in said scope of work not finished by Consultant; or
7.4.4 Charge Consultant for City's excess cost of completion of the unfinished work described in Exhibit "A", if any, for material breach of contract by Consultant. City's excess costs shall be reimbursed by Consultant where City's reasonable cost of completion paid to another qualified new consultant exceeds the amount City would have paid to Consultant pursuant to Section 2 absent the material breach; provided, however that any such excess cost reimbursement shall not exceed 25% of Consultant's quoted price for any unfinished task. Thus, by way of example, if following a material breach by Consultant a specific task which is budgeted at $10,000 has not commenced or adequately completed, and City must retain another new qualified consultant to complete that specific task Consultant would be responsible to reimburse City in the amount of up to $2,500 (25% of the Consultant’s $10,000 quoted price for the subject task). By way of further example, if the Consultant’s cost of completion of that specific task is $14,000, Consultant would be responsible to
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reimburse City in the amount of up to $3,500 (25% of the Consultant’s $14,000 quoted price for the subject task).
Section 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains in accordance with this Agreement and that relate to the matters covered under the terms of this Agreement shall be the property of the City.
8.2 Consultant’s Books and Records. Consultant shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
8.3 Confidential Information and Disclosure. During the term of this Agreement, either party (the "Disclosing Party") may disclose confidential, proprietary or trade secret information (the "Information"), to the other party (the "Receiving Party"). The Receiving Party shall hold the Disclosing Party's Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Consultant understands that the City is a public entity and is subject to the laws that may compel it to disclose information about Consultant’s business.
Section 9 MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
9.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
9.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect.
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9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
9.5 Contract Administration. This Agreement shall be administered by Ken Zuidervaart, who shall act as the City’s representative. All correspondence shall be directed to or through the representative.
9.6 Notices. Any written notice to Consultant shall be sent to:
Carl M. Maxey, Architect
6th & Mission (P.O. Box U)
Carmel, CA 93921
Any written notice to the City shall be sent to:
Ken Zuidervaart
Community Development Director
259 N. Wilma Avenue
Ripon, CA. 95366
9.7 Integration; Incorporation. This Agreement, including all the exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. All Exhibits attached hereto are incorporated by reference herein.
9.8 Alternative Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, City and Consultant agree to resolve the dispute in accordance with the following:
Each party will designate a senior management or executive level representative to negotiate the dispute. Through good faith negotiations, the representatives will attempt to resolve the dispute by any means within their authority. If dispute remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by mediation through a disinterested third person as mediator selected by both Parties. Mediation will begin within thirty (30) days of the selection of this disinterested third party, and will end fifteen (15) days after commencement. The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.
The alternative dispute resolution process is a material condition to this Agreement and must be exhausted as an administrative remedy prior to either party initiating legal action. This alternative dispute resolution process is not
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intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code Section 900, et. seq.
9.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
The Parties have executed this Agreement as of the date signed by the City.
CITY OF RIPON CONSULTANT
____________________________ ______________________________ Dean Uecker, Mayor Carl M. Maxey, Architect
Attest:
__________________________
Lisa Roos, City Clerk
Approved as to Form:
____________________________
Thomas Terpstra, City Attorney
Prepared for the City of Ripon by Carl M. Maxey, Architect, AICP, LEED AP+ND TEL: 831-236-0817 Page 1 5FSSBDFTBU#FUIBOZ
Visual Simulation and Analysis Proposal
December 22, 2021
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Visual simulation is a standardized and objective method of representing what proposed projects are expected to look like in the context of the site and the immediate surroundings. The purpose is to provide accurate information that helps decision makers and community members evaluate the project. The simulations must be accurate and verifiable to be defensible. Visual simulations are made by overlaying model views of a digital model of the project with photographic imagery of the existing site and surrounding features. Virtual camera positions in the model and physical camera angles of view must be carefully aligned with those of the physical cameras for an accurate visual simulation. The standard angle of view is 45 degrees, approximating the angle of view of the human eye.
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The proposed Bethany Home Residential Care Facility project is a three story, 82 unit residential facility to be located in the C-1 Neighborhood Commercial District fronting on Vera Avenue at West Main Street in Ripon, California. The neighborhood is developed with one story structures that includes residential, school, and church uses. The proposed project is in conformance with the City’s Zoning Ordinance.
There exists neighborhood and community concern about the potential visual impacts the proposed project could have on nearby uses. The City of Ripon is requiring that visual simulations and a visual resources analysis be performed as a decision making tool for the Planning Commission and the community. The analysis would identify whether or not the visual impacts of the proposed project are considered significant under CEQA.
The work would be performed in January and February dependent on weather conditions with the intention of providing the completed work product in advance of a March Planning Commission hearing. 4DPQFBOE"TTVNQUJPOT
The Consultant’s scope of work is based upon the assumption that the applicant would provide a digital file of a 3D model created in Autodesk Revit of the exterior of the buildings, the site, the proposed improvements on site and in the public right-of-way, proposed landscaping, amenities, signage, and any other features the City wishes to appear in the visual simulation. Up to five vantage points of interest approved by City Staff would form the basis of the visual simulations. Additional simulations could be created, if requested in writing by the City, for an additional fee. Each visual simulation would be shown in an identical format with existing conditions images for direct comparison. Camera location, direction and angle of view would be shown for each view.
The visual simulation process requires verifying and accurately registering and overlaying model views of a scale digital model with location photographic imagery of the site and nearby features. Virtual camera positions in the model and physical camera angles of view must be carefully aligned with those of the physical cameras for an accurate visual simulation. The standard angle of view is 45 degrees, approximating the angle of view of the human eye.
Exhibit A
Prepared for the City of Ripon by Carl M. Maxey, Architect, AICP, LEED AP+ND TEL: 831-236-0817 Page 2 5BTLTBOE$PTU
Carl M. Maxey, Architect (The Consultant) would perform the work described in this proposal for a total fee of $13,600.
Visual Simulation Task 1. Verify Proposed Vantage Locations and Visual Simulations.
Meet with City Staff to identify initial locations that would be most useful for evaluating potential visual impacts.
Based on preliminary review, some potential vantage points for consideration might be:
1. 2nd Street just West of Vera Avenue, South side of street
2. Vera Avenue 150 feet North of 2nd Street
3. Main Street 250 feet West of Vera near Ripon Farmers Market identified on google earth
4. Main Street 400 feet East of Vera near Harvest High School
5. Pre-school across the street from proposed project
Deliverables:
Preparation and remote meeting with Staff,
summary notes documenting simulation and visual analyses decisions, and post photography confirmation with Staff of photos to be used for the simulations.
Cost $160 Expected level of effort: 1-2 hours Time to complete: 1 day Visual Simulation Task 2. Location Planning and Obtain Photographic Images The Consultant would perform location planning including best time of day and camera positions on the ground.
Several images for each vantage point would be taken and logged with time of day and GPS position and view angle relative to the site. Photos would be evaluated before leaving the site. The Consultant would review photos with Staff, and the selected photos refined for use in exhibits and to serve as the base for creating the visual simulations. Actual camera positions would be mapped on an exhibit showing position relative to the project, view direction and camera angle of view. Photogrammetry using a 2 lb. “DJI” ‘Mavic 2’ quadrotor may be used to increase data collection efficiency and assist with image registration. This proposal assumes that if the City requires a permit for an FAA licensed pilot to fly the site, the City would issue the permit without cost to the Consultant. A visual observer engaged by the Consultant would assist the Consultant consistent with FAA protocols.
Deliverables: Existing Condition Photographs, Map(s) of Camera Locations Cost $1,920 Expected level of effort: 12 hours Time to complete: 2 days Visual Simulation Task 3. Create up to Five Visual Simulations and Exhibits Five visual simulations would be created from the digital model outputs and the site photographs. The simulations would be created using digital photographs, digital models in Autodesk Revit and Lumion renderings. Up to five visual simulations would be created and presented as 11 x 17 pdf exhibits showing each view as existing and with the project for direct comparison along with a location map showing the camera position and angle of view for each.
Deliverables: Up to five exhibits in .pdf format, 11” x 17” page layout Cost $8,960 Expected level of effort: 56-60 hours Time to complete: 2 weeks Prepared for the City of Ripon by Carl M. Maxey, Architect, AICP, LEED AP+ND TEL: 831-236-0817 Page 3 Visual Simulation Task 4. Assess Visual Impacts and Prepare the Analysis The visual analysis use standard CEQA visual resources impacts questions to assess whether visual impacts are below the thresholds of significance for CEQA (Negative Declaration).
Would the project
1. Have a substantial adverse effect on a scenic vista?
2. Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway?
3. Substantially degrade the existing visual character or quality of the site and its surroundings?
4. Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area?
Deliverables: Draft and Final Analysis with Visual Simulation Exhibits in Adobe Acrobat (.PDF) files.
Cost $2560 Expected level of effort: 16-20 hours Time to complete 2 weeks 0QUJPOBM5BTLT
Optional Task 4A. Create Additional Visual Simulations
Additional simulations could be created on request for an additional cost. &YDMVTJPOTGSPN UIF4DPQF PG8PSL
Anything not identified in the Scope of Work above, modeling any improvements, the site, topography, or adjacent structures, any costs of obtaining files, maps, or data, and changing views after preferred views are agreed by Staff or after simulations are created is not included in this scope but could be performed at additional cost if required. Additional work or direct costs would require a written contract change. Anything not explicitly identified in this scope of work is excluded. 1 PLANNING SERVICES AGREEMENT
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This services agreement is between the parties shown below:
CLIENT: City of Ripon, California
Business contact: Mr. Ken Zuidervaart, Director of Planning, Building 259 N. Wilma Avenue
Ripon, CA 95366
Phone: 209-599-0222
Email: [email protected]
CONSULTANT: Carl Maxey, Architect, a sole proprietor
Business contact: PO Box U, Carmel-by-the-Sea, CA 936921 Phone: 831.236.0817
Email: [email protected]
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The project description and scope of work are shown on the attached Visual Simulation and Analysis Proposal dated December 22, 2021
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The work scope is defined therefore compensation will be based on fixed fee. The Client will pay the Consultant the total sum of $13, 600 as follows:
$2,000 upon completion and delivery of Tasks 1 & 2
$8,000 upon completion and delivery of Task 3
$3,600 upon completion and delivery of Task 4
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Any additional work scope not identified above shall be performed only after the scope and fees are agreed by both parties and documented in writing. Additional work not identified in this scope will be performed on a Time and Materials basis at the rate of $160 per hour. Rates are subject to change after the 2022 calendar year.
Exhibit B
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The drawings, specifications and other documents, including those in electronic form, produced by Consultant under this agreement are for use solely with respect to the Project. Consultant shall be deemed the owner of these documents and shall retain all common law, statutory and other reserved rights, including copyright. Upon the execution of this agreement, Consultant grants to the Client a nonexclusive license to reproduce Consultant’s documents for the planning review process. Any termination of this agreement prior to completion of the Project, or any failure of Client to pay Consultant, shall terminate this license. Any unauthorized use of Consultant’s documents shall be at Client’s sole risk and without liability to Consultant. 4DIFEVMF
Consultant shall proceed expeditiously upon receipt of signed agreement. Consultant is not responsible for delays by Applicant or Client.
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This agreement can be terminated by either party without or with cause with 5 business days’ notice delivered via email. In the event of termination, the Client shall receive work completed up to the effective termination date, and the Consultant shall receive payment for services rendered up to the effective termination date. This agreement terminates automatically at the end of 12 months from Client’s signature date.
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If any part of this agreement is found to be invalid, the remaining parts of this agreement shall remain in effect.
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This agreement shall be governed by California law.
Signature and date below indicates agreement:
____________________________ December 23, 2021 ___________________________________ CONSULTANT: Carl Maxey, Architect CLIENT: Ken Zuidervaart, Planning Director, City of Ripon ADDRESS: PO Box U, Carmel, CA 93921 ADDRESS: 259 N. Wilma Avenue, Ripon, CA 95366 [email protected] [email protected]
C18160 EXP 10/31/2023
Architects are licensed and regulated by the California Architects Board located at 2420 Del Paso Road, Suite 105, Sacramento, CA 95834