Public Works Agency
https://www.santa-ana.org/pw
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 20, 2021
TOPIC: Agreement with CLR Design, Inc. for Bidding and Construction Administration
AGENDA TITLE
Approve Agreement with CLR Design, Inc. for Bidding and Construction Administration Services for the Santa Ana Zoo Giant River Otter and Primate Trails Project in the Amount of $106,980 With an Estimated Total Cost of $118,000 (Project No. 16-2658) (Non- General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with CLR Design, Inc. for Bidding and Construction Administration Services for the Santa Ana Zoo Giant River Otter and Primate Trails Project, for a two-year period beginning April 20, 2021 and expiring April 20, 2023, with provisions for two one-year renewal options exercisable by the City Manager and City Attorney, in an amount not to exceed $118,000, including any renewals, subject to non-substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The Amazon’s Edge exhibit at the Santa Ana Zoo opened to the public in 1993. Through the Giant River Otter and Primate Trails Project, the exhibit will be renovated, upgraded, and expanded into a new multi-species complex. The complex will include giant river otters and large primates. Improvements include renovation of the current exhibit area, water moat, life support-water filtration system, viewing structure, and holding facility. The project will also include the addition of an adjacent exhibit area, which will be connected to the original Amazon’s Edge by an overhead primate trail system.
CLR Design Inc. was originally retained in 2016 through a competitive procurement process to provide zoological design services for the renovations to the Amazon’s Edge exhibit. The agreement laid out a five-task approach for completing the scope of work. In January 2018, the City Council authorized an amendment to the agreement to expand the scope in response to the Association of Zoos and Aquariums’ concerns about current primate housing at the Zoo. The design and plan check process for the additional work was lengthier than anticipated and the terms of the agreement were exhausted before the final task (Bidding and Construction Administration) could be completed.
EXHIBIT 3
Approve Agreement with CLR Design, Inc.
April 20, 2021
6 5
1 Staff recommends approval of the agreement with CLR Design, Inc. (Exhibit 1) in order for the firm to complete the final task due to the specialized design, uniqueness, and complexity of the project and the services they provide. It is critical to keep the firm as part of the construction administration team to assist with answering detailed questions during the bid period, to prepare addenda, to respond to Requests for Information, assist with submittal review, to attend site meetings, and conduct site inspections.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The following table summarizes the funds budgeted and available for the estimated total cost of the agreement. Any unspent funds will be carried forward for the agreement term and renewal periods, if exercised.
Fiscal
Year
Accounting
Unit-Account
No.
(Project No.)
Fund
Description
Accounting Unit –
Account
Description
Amount
2020-21 31313260-66220
(16-2658)
Residential
Development
District 3
Acquisition and
Development,
Improvements Other
Than Building
$118,000
EXHIBIT(S)
1. Consultant Agreement
2. Cost Analysis
Submitted By:
Nabil Saba, P.E., Executive Director – Public Works Agency Lisa Rudloff, Executive Director – Parks, Recreation, and Community Services Approved By: Kristine Ridge, City Manager
INSURANCENOTONFILE
WORKMAYNOTPROCEED
A1AY032021CLERKOFCOUNCIL A- 2021- 060
DATE: CONSULTANT AGREEMENT
Q, L .
A I1/1k6 0r
LM)(
ti\
CITY OF SANTAANA
t
ThisAGREEMENTismadeandenteredintothis201hdayofApril, 2021byandbetweentheCityofSanta Ana, California, a chartercity andmunicipal corporationorganizedand existing underthe Constitution and laws of the State of California, ( hereinafter " CITY") and CLR Design, Inc. ( hereinafter CONSULTANT").
RECITALS
A. The CITY desiresto retain a consultanthaving specialskill and knowledgein the field of construction administration and management services for the Santa Ana Zoo Giant River Otter and Primate Trails Project.
B. CONSULTANTrepresentsthatCONSULTANTis ableandwilling to providesuchservicesto the CITY.
C. In undertaking the performance of this Agreement, CONSULTANT represents that it is knowledgeablein its field andthat any servicesperformedby CONSULTANTunderthis Agreementwill beperformedin compliancewith suchstandardsasmayreasonablybeexpected from a professionalconsultingfirm in thefield.
NOW THEREFORE, in considerationof themutualandrespectivepromises, andsubjectto theterms andconditionshereinaftersetforth, thepartiesagreeasfollows:
1. SCOPE OF SERVICES
CONSULTANT shall perform during the term of this Agreement, the tasks and obligations includingall labor, materials, tools, equipment, andincidentalcustomarywork requiredto fully and adequately complete the services described and setforth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. The Scope of Services shall include a Schedulefor the Delivery of Serviceswhich shallbe deliveredasprescribed, beginningupon the CITY' s issuanceof a Notice to Proceed.
2. COMPENSATION
CITY agreesto pay, andCONSULTANT agreesto acceptastotal paymentfor its servicesfor CITY, the rates and charges identified in Compensation - Exhibit B, attached hereto and incorporated by reference, thetotal amountof which shall not exceedOneHundredEighteenThousandDollars andNo Cents ($118,000.00) for the termof the agreement. Compensationshallbeprocessedin accordancewith Section 18.
3. TERM
This Agreement shall commence on the date first written above for a two- year term with the optionfor theCITYto grantupto two (2) one-yearrenewaloption(s) exercisableby theCity Manager andthe City Attorney, unlessterminatedearlier in accordancewith Section 15, below. rev. 01/ 2612017 Page 1 of 8
4. INDEPENDENT CONTRACTOR
CONSULTANT shall, during the entireterm of this Agreement, beconstruedto be anindependent contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, ajoint venture relationship, or to allow the CITY to exercise discretionor control overtheprofessionalmannerin which CONSULTANT performsthe serviceswhich arethesubjectmatterof this Agreement; however, theservicesto beprovidedby CONSULTANTshall beprovidedin amannerconsistentwith all applicablestandardsandregulationsgoverningsuchservices.
CONSULTANT shall pay all salariesand wages, employer's social security taxes, unemployment insuranceandsimilartaxesrelatingto employeesandshallberesponsibleforall applicablewithholdingtaxes.
5. OWNERSHIP OF MATERIALS
This Agreementcreatesa non-exclusiveandperpetuallicensefor CITY to copy, use, modify, reuse, or sublicenseany andall copyrights, designs, andother intellectualpropertyembodiedin plans, specifications, studies, drawings, estimates, andotherdocumentsor worksof authorshipfixed in any tangiblemediumof expression, includingbut not limited to, physicaldrawingsor datamagneticallyor otherwise recordedon computer diskettes, which are preparedor causedto be preparedby CONSULTANT under this Agreement (" Documents & Data'). CONSULTANT shall require all subcontractorsto agreein writing that CITY is granteda non-exclusiveandperpetuallicensefor anyDocuments & Data the subcontractor preparesunder this Agreement. CONSULTANT representsand warrants that CONSULTANT has the legal right to license any and all Documents & Data.
CONSULTANT makesno such representationandwarranty in regardto Documents & Data which were providedto CONSULTANTby the CITY. CITY shall not be limited in anyway in its useof the DocumentsandDataat anytime, providedthatanysuchusenotwithinthepurposesintendedby this Agreement shall be at CITY' s sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, CONSULTANT shall maintain and shall require its subcontractors, if any, to obtain and maintain insuranceas described below:
a. Commercial GeneralLiability Insurance. CONSULTANT shall maintain commercial general liability insurancenaming the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protectionagainstclaimsarisingfrombodilyandpersonalinjury, includingdeathresulting therefromanddamageto property, resultingfrom any act or occurrencearisingout of CONSULTANT's operationsin the performanceof this Agreement, including, without limitation, acts involving vehicles. The amounts of insuranceshall be not lessthan the following: singlelimit coverageapplyingto bodily andpersonalinjury, includingdeath resultingtherefrom, and propertydamage, in the total amountof $ 1,000,000 per occurrence, with $ 2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, andrepresentativesasadditionalinsured(s); (b) beprimary andnot contributorywith respectto insuranceor self-insuranceprogramsmaintainedby theCITY; and (c) containstandardseparationof insured'sprovisions.
b. Businessautomobile liability insurance, or equivalent form, with a combined single limit of not lessthan $ 1,000,000 per occurrence. Such insuranceshall include coverage for owned, hired and non -owned automobiles.
C. Worker'sCompensationInsurance. In accordancewith theprovisionsof Section3700of theLabor Code, CONSULTANT, if CONSULTANT hasany employees, is requiredto be insuredagainstliability for worker' s compensationor to undertakeself-insurance. Prior to commencingthe performanceof the work underthis Agreement, CONSULTANT agrees to obtain and maintain any employer's liability insurance with limits not less than 1,000,000 per accident.
d. If CONSULTANT is or employs a licensedprofessional such asan architect or engineer:
Professionalliability ( errorsandomissions) insurance, with acombinedsinglelimit of not lessthan $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirementsapply to the insuranceto be provided by CONSULTANT pursuant to this section:
i. CONSULTANT shall maintain all insurance required above in full force and effect for the entire period coveredby this Agreement.
ii. Certificates of insurance shall be furnished to the CITY upon execution of this Agreementandshallbeapprovedby the CITY.
iii. Certificatesandpolicies shallstatethatthepoliciesshallnotbecanceledor reduced in coverageor changedin anyothermaterialaspectwithoutthirty (30) daysprior written notice to the CITY.
iv. CONSULTANT shall supply CITY with a fully executedadditional insured endorsement.
f. If CONSULTANTfailsor refusesto produceor maintaintheinsurancerequiredby this sectionor fails or refusesto furnish theCITY with requiredproof that insurancehasbeen procuredandis in force andpaid for, the CITY shall havethe right, atthe CITY' selection, to forthwith terminate this Agreement. Suchtermination shall not affect CONSULTANT' s right to be paid for its time and materialsexpendedprior to notification of termination.
CONSULTANTwaivestheright to receivecompensationandagreesto indemnifythe CITY for anywork performedprior to approvalof insurancebytheCITY.
INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defendand hold harmlessCITY, its officers, agentsand employees (collectively, the "indemnifiedparties") from and againstany and all claims (including, without limitation, claimsfor bodily injury, deathor damageto property), demands, obligations, damages, actions, causesof action, suits, losses, judgments, fines, penalties, liabilities, costsandexpenses (including, withoutlimitation, attorney'sfees, disbursementsand courtcosts) of everykind andnaturewhatsoever (individually, a claim; collectively, "claims"), to any workperformedor servicesprovidedunderthisAgreementarisingoutof, relatingto orpertainingto the negligence, recklessnessor willful misconduct of CONSULTANT, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyoneemployeddirectlyor indirectlyby any of themor forwhoseactstheymaybeliableforanyorall of them. Notwithstandingtheforegoing, nothing hereinshallbeconstruedto requireCONSULTANTto indemnifytheindemnifiedpartiesfromanyclaim
arisingfromthesolenegligenceor willful misconductof theindemnifiedparties. Thisindemnityshall applyto all claimsandliability regardlessof whetheranyinsurancepoliciesareapplicable. Thepolicy limitsdonotactasalimitationupontheamountof indemnificationtobeprovidedbytheCONSULTANT.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
CONSULTANT shall defend and indemnify the CITY, its officers, agents, representatives, and employeesagainstany and all liability, including costs, for infringementof anyUnited States' letters patent, trademark, or copyrightinfringement, includingcosts, containedintheworkproductor documents providedby CONSULTANT to theCITY pursuantto this Agreement.
9. RECORDS
CONSULTANTshallkeeprecordsandinvoicesin connectionwith the work to beperformed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costsincurredunderthis Agreementandany services, expenditures, anddisbursementschargedto the CITY for aminimumperiodof three (3) years, or for anylongerperiodrequiredby law, from thedateof final paymentto CONSULTANTunderthisAgreement. All suchrecordsandinvoicesshallbeclearly identifiable. CONSULTANT shall allow a representative of the CITY to examine, audit, and make transcriptsorcopiesof suchrecordsandanyotherdocumentscreatedpursuantto thisAgreementduring regularbusinesshours. CONSULTANTshallallowinspectionofall work, data, documents, proceedings, andactivitiesrelatedto thisAgreementfor aperiodof three (3) yearsfromthedateof final paymentto CONSULTANT under this Agreement.
10. CONFIDENTIALITY
If CONSULTANT receives from the CITY information which due to the nature of such informationis reasonablyunderstoodto beconfidentialand/orproprietary, CONSULTANTagreesthatit shallnotuseor disclosesuchinformationexceptintheperformanceof thisAgreement, andfurtheragrees to exercisethe samedegreeof care it usesto protect its own information of like importance, but in no event less than reasonable care. " Confidential Information" shall include all nonpublic information.
Confidentialinformationincludesnot only writteninformation, but alsoinformationtransferredorally, visually, electronically, or by othermeans. Confidentialinformationdisclosedto eitherpartyby any subsidiaryand/or agentof theotherparty is coveredby this Agreement. Theforegoingobligationsof non-useandnondisclosureshallnot applyto anyinformationthat (a) hasbeendisclosedin publicly availablesources; (b) is, throughnofault of the CONSULTANTdisclosedin apublicly availablesource; e) is in rightfulpossessionoftheCONSULTANTwithoutanobligationof confidentiality; (d) isrequired to be disclosedby operationof law; or (e) is independentlydevelopedby the CONSULTANTwithout referenceto information disclosedby the CITY.
11. CONFLICT OF INTEREST CLAUSE
CONSULTANT covenantsthat it presently has no interestsand shall not have interests, direct or indirect, which would conflict in any mannerwith performanceof services. Conflict may befurther specifiedin Certifications - Exhibit C, attachedheretoandincorporatedin thisAgreementby reference.
12. DISCRIMINATION
CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, terminationor otheremploymentrelated activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attachedheretoand incorporatedin this Agreementby reference.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the CITY and CONSULTANT, and supersedesany andall other agreements, oral or written, betweenthe parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreementshallprevail. This Agreementmay not bemodified exceptby written instrumentsignedby the CITY andby an authorizedrepresentativeof CONSULTANT. The partiesagreethat any terms or conditionsof anypurchaseorderor other instrumentthatareinconsistentwith, or in addition to, theterms and conditionshereof, shall not bind or obligate CONSULTANT or the CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, havebeenmadeby anyparty, or anyoneactingon behalf of anyparty, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of CONSULTANT, CONSULTANTmay not assign, transfer, delegate, or subcontractany interesthereinwithout the prior written consent of the CITY and any such assignment, transfer, delegation or subcontractwithout the CITY's prior written consentshall be considerednull and void. Nothing in this Agreement shall be construedto limit the CITY' s ability to have any of the serviceswhich arethe subjectto this Agreement performedby CITY personnelor by other consultantsretainedby CITY.
15. TERMINATION
This Agreement may be terminated by the CITY upon thirty ( 30) days written notice of termination. In such event, CONSULTANT shall be entitled to receive and the CITY shall pay CONSULTANT compensationfor all servicesperformedby CONSULTANT prior to receipt of such notice of termination, subjectto the following conditions:
a. As a condition of such payment, the Executive Director may require CONSULTANT to deliver to the CITY all work product(s) completedasof such date, and in suchcasesuch work product shall be the property of the CITY unless prohibited by law, and CONSULTANT consentsto the CITY' s use thereof for suchpurposesas the CITY deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
16. JURISDICTION - VENUE
This Agreementhasbeenexecutedand deliveredin the Stateof Californiaand the validity, interpretation, performance, andenforcementof anyof theclausesof this Agreementshallbedetermined andgovernedby the lawsof the Stateof California. BothpartiesfurtheragreethatOrangeCounty, California, shall be the venuefor any actionor proceedingthat may be broughtor ariseout of, in connectionwith or by reasonof this Agreement.
17. PROFESSIONAL LICENSES
CONSULTANTshall, throughoutthe termof this Agreement, maintainall necessarylicenses, permits, approvals, waivers, andexemptionsnecessaryfor the provision of the serviceshereunderand requiredby thelawsandregulationsof theUnitedStates, theStateof California, theCity of SantaAna andall othergovernmentalagencies. CONSULTANTshallnotify theCITY immediatelyandin writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be causefor termination of this Agreement.
18. PAYMENTS & INVOICES
a. Paymentby CITY shallbe madewithin forty-five (45) daysfollowing receiptof proper invoice evidencingwork performed, subjectto CITY accountingprocedures. Payment neednot be madefor work which fails to meetthe standardsof performancesetforth in theRecitalswhich mayreasonablybe expectedby CITY.
b. Invoicesshouldbe submittedonthe 15thof eachmonth andshall includethe following information at a minimum:
i. CONSULTANT' s invoice number and CITY' s agreement number ii. Beginning and endingdatesfor services
iii. CITY Project and/ or Task Order number and/ or name ( if applicable) iv. Work site address/ location ( if applicable)
V. Tasksor deliverablescompletedandpercentage (%) of total services completed. vi. Remaining Overall and Task Order budgetavailable
19. MISCELLANEOUS PROVISIONS
a. Additional provisions, if any, areidentified asAdditional Provisions, Exhibit D, attached heretoandincorporatedinto this Agreementby reference.
b. Eachundersignedrepresentsandwarrantsthat its signaturehereinbelowhasthepower, authority andright to bind their respectivepartiesto eachof the terms of this Agreement, andshallindemnifyCITY fully, includingreasonablecostsandattorney's fees, for any injuries or damagesto CITY in the eventthat suchauthority or power is not, in fact, held by the signatory or is withdrawn.
C. All Exhibitsreferencedhereinandattachedheretoshallbeincorporatedasif fully setforth in the body of this Agreement.
20. NOTICE
Any notice, tender, demand, delivery, or othercommunicationpursuantto this Agreementshallbe in writing and shall be deemedto be properly given if delivered in personor mailed by first classor certified mail, postageprepaid, or sentby fax or othertelegraphiccommunicationin the mannerprovided in this Section, to the following persons:
To CITY:
Clerk of the City Council
City of SantaAna
20 Civic Center Plaza ( M- 30)
P. O. Box 1988
Santa Ana, CA 92702
Fax: ( 714) 647- 6956
With courtesycopiesto:
Executive Director, Public Works Agency
City of SantaAna
20 Civic Center Plaza ( M- 21)
P. O. Box 1988
Santa Ana, CA 92702
Fax: ( 714) 647- 5635
To CONSULTANT:
Gregg Leicester
Principal
CLR Design
34921 Calle Del Sol
Capistrano Beach, CA 92624
Fax:( 215) 564- 0250
City Attorney
City of SantaAna
20 Civic Center Plaza ( M- 29)
P. O. Box 1988
Santa Ana, CA 92702
Fax: ( 714) 647- 6515
A party may changeits addressby giving notice in writing to the other party. Thereafter, any communication shall be addressedand transmitted to the new address. If sentby mail, communication shall be effective or deemedto have been given three (3) days after it has been depositedin the United Statesmail, duly registeredor certified, with postageprepaid, andaddressedassetforth above. If sentby fax, communicationshallbeeffectiveor deemedto havebeengiventwenty-four (24) hoursafterthetime setforth on the transmissionreport issuedby the transmitting facsimile machine, addressedas setforth above. For purposesof calculatingthesetime frames, weekends, federal, state, Countyor CITY holidays shall be excluded.
IN WITNESSWHEREOF, the partiesheretohaveexecutedthis Agreementon the day andyearfirst above written.
ATTEST:
s
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: is, TJ FUNK
SeniorAssistant City Attorney
FOR APPROVAL:
rrz—
NABIL SABA
Executive Director
Public Works Agency
CITY OF SANTA ANA
STINE RIDGE
City Manager
CONSULTANT:
CLR Design, Inc.
A z- G& LEICESTER
Principal
Tax1D#. 23- 2622204