Professional Services Agreement
Form approved by the City Attorney 5-11-20
CITY OF SANTA ROSA
PROFESSIONAL SERVICES AGREEMENT
WITH QUADRIGA LANDSCAPE ARCHITECTURE & PLANNING
AGREEMENT NUMBER _________
This "Agreement" is made as of this ____day of_______________, 20 23, by and between the City of Santa Rosa, a municipal corporation ("City"), and Quadriga Landscape Architecture & Planning, a California corporation ("Consultant").
R E C I T A L S
A. City desires to complete construction documents for Kawana Springs Community Park.
B. City desires to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement.
C. Consultant represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services.
D. The parties have negotiated upon the terms pursuant to which Consult ant will provide such services and have reduced such terms to writing.
AGREEMENT
NOW, THEREFORE, City and Consultant agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide to City the services described in Exhibit A ("Scope of Services").
Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A.
Exhibit A is attached hereto for the purpose of defining the manner and scope of services to be provided by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between this Agreement and any terms or conditions of any document prepared or provided by Consultant and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the terms of this Agreement shall control and prevail.
2. COMPENSATION
a. City shall pay Consultant for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit B. Consultant shall submit monthly statements to City which shall itemize the services performed as of the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the
Professional Services Agreement
Form approved by the City Attorney 5-11-20
percent of the total project completed, consistent with the rates and amounts shown in Exhibit B.
b. The payments prescribed herein shall constitute all compensation to Consultant for all costs of services , including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant , its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant’s invoice.
c. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of six hundred three thousand, seven hundred sixty-three dollars and 60 cents ($603,763.60). The City’s Chief Financial Officer is authorized to pay all proper claims from Charge Number 09608.
3. DOCUMENTATION; RETENTION OF MATERIALS
a. Consultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement.
b. Consultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time.
c. Consultant shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder.
4. INDEMNITY
a. Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ( "Indemnified Parties") from all claims, demands, costs or liability (including liability for claims, suits, actions , arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City.
b. The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this Section 4, nor shall the limits of such insurance limit the liability of Consultant hereunder. This Section 4 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this Agreement.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
5. INSURANCE
a. Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, "Insurance Requirements." Maintenance of the insurance coverage set forth in Attachment One is a material el ement of this Agreement and a material part of the consideration provided by Consultant in exchange for City’s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement.
Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agr eement. In the event Consultant , with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverages set forth in the Insurance Requirements in Attachment One.
b. Consultant agrees that any available insurance proceeds broader than or in excess of the coverages set forth in the Insurance Requirements in Attachment One shall be available to the additional insureds identified therein.
c. Consultant agrees that the insurance coverages and limits provided under this Agreement are the greater of: (i) the coverages and limits specified in Attachment One, or (ii) the broader coverages and maximum limits of coverage of any insurance policy or proceeds available to the name insureds.
6. ASSIGNMENT
Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City’s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants.
7. NOTICES
Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to:
City Representative:
Scott Wilkinson
55 Stony Point Road
Consultant Representative:
Brent Kordenbrock
1212 4th Street, Studio K
Professional Services Agreement
Form approved by the City Attorney 5-11-20
Santa Rosa CA 95401
(707)543-3953
Santa Rosa CA 95404
(707)-546-3561
8. INDEPENDENT CONTRACTOR
a. It is understood and agreed that Consultant (including Consultant’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither Consultant nor Consultant’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of this Agreement, and Consultant shall be issued a Form 1099 for its services hereunder. As an independent contractor, Consultant hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Consultant’s employees or by any third party, including but not limited to any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement.
b. It is further understood and agreed by the parties hereto that Consultant, in the performance of Consultant’s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Consultant for accomplishing such results. To the extent that Consultant obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Consultant’s sole discretion based on the Consultant’s determination that such use will promote Consultant ’s efficiency and effectiveness.
Except as may be specifically provided elsewhere in this Agreement, the City does not require that Consultant use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
c. If, in the performance of this Agreement, any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Consultant. It is further understood and agreed that Consultant shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel and subcontractors.
d. The provisions of this Section 8 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Consultant. Consultant may represent, perform services for, or be employed by such additional persons or companies as Consultant sees fit.
9. ADDITIONAL SERVICES
Changes to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit B, or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
10. SUCCESSORS AND ASSIGNS
City and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein.
11. TERM, SUSPENSION, TERMINATION
a. This Agreement shall become effective on the date that it is made, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein.
b. City shall have the right at any time to temporarily suspend Consultant ’s performance hereunder, in whole or in part, by giving a written notice of suspension to Consultant. If City gives such notice of suspension, Consultant shall immediately suspend its activities under this Agreement, as specified in such notice.
c. City shall have the right to terminate this Agreement for convenience at any time by giving a written notice of t ermination to Consultant. Upon such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not in any manner be liable for lost profits that might have been made by Consultant had the Agreement not been terminated or had Consultant completed the services required by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Consultant.
12. TIME OF PERFORMANCE
The services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A . Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than June 30, 2026.
13. STANDARD OF PERFORMANCE
Consultant shall perform all services performed under this Agreement in the manner and according to the standards currently observed by a competent practitioner of Consultant’s profession in California. All products of whatsoever nature that Consultant delivers to City shall be prepared in a
Professional Services Agreement
Form approved by the City Attorney 5-11-20
professional manner and conform to the standards of quality normally observed by a person currently practicing in Consultant’s profession, and shall be provided in accordance with any schedule of performance. Consultant shall assign only competent personnel to perform services under this Agreement. Consultant shall notify City in writing of any changes in Consultant’s staff assigned to perform the services under this Agreement prior to any such performance. In the event that City, at any time, desires the removal of any person assigned by Consultant to perform services under this Agreement, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Consultant shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person.
14. CONFLICTS OF INTEREST
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of City. Consultant agrees to avoid conflicts of interest or the appearance of any conflicts of i nterest with the interests of City at all times during the performance of this Agreement.
15. CONFLICT OF INTEREST REQUIREMENTS
a. Generally. The City’s Conflict of Interest Code requires that individuals who qualify as "consultants" under the Political Reform Act, California Government Code sections 87200 et seq., comply with the conflict of interest provisions of the Political Reform Act and t he City’s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term "consultant" generally includes individuals who make governmental decisions or who serve in a staff capacity.
b. Conflict of Interest Statements . The individual(s) who will provide services or perform work pursuant to this Agreement are "consultants" within the meaning of the Political Reform Act and the City’s Conflict of Interest Code:
____ yes __X__ no (check one)
If "yes" is checked by the City, Consultant shall cause the following to occur within 30 days after execution of this Agreement:
(1) Identify the individuals who will provide services or perform work under this Agreement as "consultants"; and
(2) Cause these individual s to file with the City Clerk the assuming office statements of economic interests required by the City’s Conflict of Interest Code.
Thereafter, throughout the t erm of the Agreement, Consultant shall cause these individuals to file with the City Clerk annual statements of economic interests, and "leaving office"
Professional Services Agreement
Form approved by the City Attorney 5-11-20
statements of economic interests, as required by the City’s Conflict of Interest Code.
The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed.
16. CONFIDENTIALITY OF CITY INFORMATION
During performance of this Agreement, Consultant may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, tec hnical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the City. Consultant agrees to protect all City Information and treat it as strictly confidential, and further agrees that Consultant shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of City. In addition, Consultant shall comply with all City policies governing the use of the City network and technology systems. A violation by Consultant of this Section 16 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.
17. CONSULTANT INFORMATION
a. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Consultant pursuant to this Agreement. In this Agreement, the term "information" shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photog raphing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.
b. Consultant shall fully defend, indemnify and hold harmless City, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Consultant pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Consultant not later than ten (10) days after City is served with any such claim, action, lawsuit or other proceeding, provided that City’s failure to provide such notice within such time period shall not relieve Consultant of its obligations hereunder, which shall survive any termination or expiration of this Agreement. c. All proprietary and other information received from Consultant by City, whether received in connection with Consultant’s proposal , will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked "trade secret" when it is provided to City, City shall give notice to Consultant of any request for the disclosure of such information. Consultant shall then have five (5) days from the
Professional Services Agreement
Form approved by the City Attorney 5-11-20
date it rec eives such notice to enter into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorneys’ fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Consultant shall have sole responsibility for defense of the actual "trade secret" designation of such information.
d. The parties understand and agree that any failure by Consultant to respond to the notice provided by City and/or to enter into an agreement with City, in accordance with the provisions of subsection c, above, shall constitute a complete waiver by Consultant of any rights regarding the information designated "trade secret" by Consultant, and such information shall be disclosed by City pursuant to applicable procedures required by the Public Records Act.
18. MISCELLANEOUS
a. Entire Agreement. This Agreement contains the entire agreement between the parties.
Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect.
b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party.
c. Compliance with Laws. Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) ("ADA"), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections 1720, et seq., which require prevailing wages (in accordance with DIR determinations at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6- 04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant.
d. Discrimination Prohibited. With respect to the provision of services under this Agreement, Consultant agrees not to discriminate against any person because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of that person.
e. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any l itigation arising out of or connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court.
f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Consultant, nor any waiver by either party of any default, breach or condition pr ecedent, shall be
Professional Services Agreement
Form approved by the City Attorney 5-11-20
construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
g. Incorporation of Attachments and Exhibits. The attachments and exhibits to this Agreement a re incorporated and made part of this Agreement, subject to terms and provisions herein contained.
19. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS
Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing corporation, formed and in good standing under the laws of the State of California, (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof.
If this Agree ment is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice- president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
20. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both City and Consultant wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party to this Agreement may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement.
The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The City reserves the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature.
Executed as of the day and year first above stated.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
CONSULTANT:
Quadriga Landscape Architecture & Planning
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____Partnership
__x__Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:__Christine Talbot________
Title: __President / Principal__________
By: _____________________________
Print Name:__John Suesens__________
Title: ___Secretary / Principal ________
City of Santa Rosa Business Tax Cert. No.
____06503725_____________________
CITY OF SANTA ROSA
a Municipal Corporation
By:________________________________
Print Name:__Natalie Rogers___________
Title:___Mayor ___________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
____________________________
City Clerk
Attachments:
Attachment One - Insurance Requirements
Exhibit A - Scope of Services
Exhibit B - Compensation
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
ATTACHMENT ONE
INSURANCE REQUIREMENTS FOR
PROFESSIONAL SERVICES AGREEMENTS
A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City.
Insurance
Minimum
Coverage Limits
Additional Coverage Requirements
1. Commercial
general liability
$ 1 million per
occurrence
Coverage must be at least as broad as ISO CG
00 01 and must include completed operations
coverage. If insurance applies separately to a
project/location, aggregate may be equal to per
occurrence amount. Coverage may be met
by a combination of prima ry and umbrella
or excess insurance but umbrella and
excess shall provide coverage at least as
broad as specified for underlying coverage.
Coverage shall not exclude subsidence.
$ 2 million
aggregate
2. Business auto
coverage
$ 1 million ISO Form Number CA 00 01 covering any auto
(Code 1), or if Consultant has no owned autos,
hired, (Code 8) and non-owned autos (Code 9),
with limit no less than $ 1 million per accident
for bodily injury and property damage.
3. Professional liability
(E&O)
$ 1 million per
claim
Consultant shall provide on a policy form
appropriate to profession. If on a claims made
basis, Insurance must show coverage date
prior to start of work and it must be maintained
for three years after completion of work.
$ 1 million
aggregate
4. Workers’
compensation and
employer’s liability
$ 1 million As required by the State of California, with Statutory Limits and Employer’s Liability
Insurance with limit of no less than $ 1 million
per accident for bodily injury or disease . The
Workers’ Compensation policy shall be
endorsed with a waiver of subrogation in favor
of the City for all work performed by the
Consultant, its employees, agents and
subcontractors.
B. Endorsements:
1. All policies shall provide or be endorsed to provide that c overage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions.
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
2. Liability, umbrella and excess policies shall provide or be endorsed to provide the following:
a. For any claims related to this project, Consultant’s insurance coverage shall be primary and any insurance or self -insurance maintained by City shall be excess of the Consultant’s insurance and shall not contribute with it; and,
b. The City of Santa Rosa, its off icers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above.
Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the Agreement. The City reserves the right to require complete copies of all required policies and endorsements.
D. Other Insurance Provisions:
1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees.
2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts.
3. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either Consultant or City.
Self-insured retentions above $10,000 must be approved by City. At City’s option, Consultant may be required to provide financial guarantees.
4. Sole Proprietors must provide a representation of their Workers’ Compensation Insurance exempt status.
5. City reserves the ri ght to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Exhibit A
Scope of Services
24 SCOPE OF SERVICES
The proposed scope of work includes preparation of Design Development and Construction Documentation, Bid Period and Construction administration Support for a 19.2-acre Community Park. The parks’ location and adjacency to mixed density housing create important connections to nature and open space. Elements proposed in the approved Master Plan include:
· Children’s play areas- inclusive minimum 60% of elements to be accessible · Open turf areas for recreation
· Planting areas and trees
· Shaded Picnic areas and Pavilion - mix of premanufactured and custom design structures · Site lighting
· Restroom building – pre manufactured
· Dog park
· Pump Track – we anticipate working with a manufacturer represe ntative during design development
· Parking lot and drop off with EV parking spaces ( code minimum) · Pedestrian Bridge – premanufactured
· Sand Volleyball Court
· Bocce Court
· Half basketball court
· Connecting Pathways and gathering spaces
The project will be designed consistent with the proposed construction budget of $5,800,000.
Site program components will be based on the approved Master Plan.
Scope of Services
Part I.
Design Development Estimated Duration: Two Months
a. Meeting One with City - Kick off meeting to discuss approach, schedule , and outstanding coordination items.
b. Site Visit- Conduct a site visit to review existing conditions and neighborhood context. Take one soil sample for horticultural suitability testing. c. Base Plan - Preparation of a base plan utilizing a provided topo survey and information gathered from the site visit. Coordinate with the City the extents of street frontage improvements.
d. Supplemental Survey Preparation - Provide the services of a licensed land surveyor to prepare a topographic survey to include provide supplementa l topographic information and notate tree information.
e. Provide Services of a Licensed Geotechnical Engineer - Explore site, take borings and develop recommendations for proposed development.
25 f. Preliminary Layout and Materials Plan - Develop up to three alternative plan layouts including the elements as previously approved in the Master Plan. g. Meeting Two with City – Review plan alternatives to develop preferred app roach for Final Design Development plan set.
h. Design Development Plans
a. Demolition plan with trees and other elements indicated to be preserved. b. Conceptual grading and drainage plan.
c. Plan enlargement for key areas of the park - children’s play area, gathering and picnic areas along with bridge alignment approach.
d. Conceptual planting plan and irrigation statement - preliminary layout of trees, proposed plant palette and planting areas will be identifi ed. e. Design level, site specifi c details and supporting 3d graphics to communicate design intent- up to (3) 3D graphics.
i. Outline specifi cations and Project Narrative
j. Provide services of Project Estimator - Opinion of Probable Construction Cost of DD package
k. Deliverables – Digital copies of; Draft DD package-(preliminary l ayouts), Final DD package ( suitable for online posting) , Project Design Na rrative and Outline specifi cations, (2) horticultural analyses.
Part II.
Construction Documents Estimated Duration: Eleven Months Quadriga’s team shall prepare construction level documents based upon the Design Development plan completed above. All plans are to be prepared in accordance with the City of Santa Rosa building and planning requirements. We anticipate submitting for City review at the 30%, 60% ,90%, 100% and Bid level documentation. Proposed Documents to include the following:
a. Base Plan –Revise or update base plan as necessary based on City comment during the Design Development review.
b. Cover Sheet – Including the sheet index, vicinity map, project title, professional stamps, City signature block, and other code compliance information. Include required permits to be obtained by contractor for construction. c. Existing Conditions and Demolition Plan – Prepare a plan that shows existing conditions and demolition, or protections required for project construction. d. Grading and Drainage Plan – Prepare a Grading and Drainage plan depicting the proposed contouring, fi nished grades, vertical and horizontal control for the Site improvements Plan and storm drain structure and connection to City storm drain system. Low Impact Development plan and details to be inc luded to meet The City’s Stormwater Quality requirements. Provide cut and fi ll and drainage calculations. Intent is to balance the site.
e. Wet Utility Plans- Point of connection for irrigation, potable wate r, storm drain and sewer connection.
f. Stormwater Management Plan –Prepare LID and SSUMP Documentation- Will meet the State requirements and the City of Santa Rosa Low Impact Development Technical Design Manual.
26 g. Material and Layout Plans (Staking and Reference) - Prepare labeled and dimensioned construction plans indicating layout, materials, fi nishes, colors, and detail callouts for the site improvements. Manufacturers model numbers and color to be included on the plan. Include enlargement plans as needed to docum ent design.
h. Hardscape Plans - Provide a plan indicating path of travel to existing and proposed elements into and throughout the site.
i. Off-site /Public Improvement plans - As needed and required. We anticipate offsite plans to include the improvements to include some street widening along with sidewalk improvements associated with the parking lot access along Kawana Terrace and to provide access across Kawana Springs Road. i. Include City Standard streetlights along East side of Medea Road and North Side of Kawana Terrace
ii. Curb ramps and crossings at Brookwood (3) Forsee Lane (2) iii. Crossings anticipated at Taylor Mountain Place.
j. Play area design enlargements and 3d renderings - An inclusive play area design, prepared in collaboration with City (with multiple meetings to develop design) – intent is to create play areas that explore a range of play for all abilities and ages.
We understand the playgrounds are an important element of the park. k. Landscape Construction Details - Prepare construction details for improvements as required for bidding and installation. Details to conform to City Standards and site specifi cs.
l. Irrigation Plan – Prepare proposed layout of landscape irrigation to include point of connection, piping, valves, control equipment, sprinkler heads and related equipment for the irrigation of new planted areas. Plans shall indicate pipe type and size, equipment sizing and types, brands and models in accordance with the City standards. Plans shall include all calculations, schedules and language required to meet the City and the State Water Conservation Ordinance. Irrigation equipment boxes to match surroundings- i.e. brown for mulch, etc. m. Irrigation Details - Compile irrigation details of irrigation elements. Details to meet City Standard.
n. Planting Plan - Prepare labeled planting plans indicating loc ation, plant species, size and quantity. Planting selection to be per City standard. o. Planting Details - Prepare planting details indicating plant installation methods. p. Structural Engineering- Provide services of a structural engineer for footings, abutments, pads and other structural elements for permit. Included are structural calculations and footing details for the pre- manufactured shade shelters, custom design trellis shade, premanufactured bridge, pad for premanufactured restroom building, basketball post and goal footings. Includes low retaining walls, railings. q. Provide Services of a Geotechnical Engineer -Develop project specifi c review and recommendation to support project needs for structural design and pavement design.
27 r. Site Electrical Plan – Coordinate with PG and E to provide new electric al service pedestal for the site. Prepare Engineering plans and details for the electrical to power an irrigation controller, restroom building, site lighting and proposed EV in the parking area. Prepare plans and details for site lighting to include safety level light coverage along with lockable power outlets. Prepare California Title 24 Energy Compliance documentation. Electrical Plans and Details to conform to City of Santa Rosa requirements.
s. SSUMP documentation – Document Storm water management, including LID measures and documentation will meet the City of Santa Rosa Low Impact Development Technical Design Manual.
t. SWPPP – Coordinate with the City to obtain a WDID # and Develop documentation for the SWPPP.
u. Specifi cations – Prepare technical specifi cations in CSI format. Assist with bid form preparation to meet Grant requirements.
v. Estimate of Probable Construction Costs – Provide a detailed estimate of potential construction costs associated with the project. Prepare estimate in format and with quantities applicable to bid form. Submit with plans and specifi cations at all milestones.
w. In- House Review and Plan Check - Provide in-house review and plan check of the construction documents.
x. Meetings - Attend up to none (9) meetings with the City to resolve issues that affect the progress of work. Included are meetings dedicated to playground development.
y. Submittals - Submittals of the Construction Document package to the city for progress check and City plan check. Four (4) submittals: 75%, 99%, 100% and Bid z. Plan Check Revisions – We have budgeted time for three rounds of comments from Park, Building Department, Environmental Utilities, Electric Department review. aa. Deliverables –Provide three (3) full size hard copies and a pdf su bmittal at 30%,60%,90% and 100%. Included are plans, specifi cations, calculations, cost estimate and updated schedule. Prepare plan revisions responding to plan check comments until approved and stamped by City Building Department. i. Provide one (1) wet signed set on mylar at Bid.
ii. Provide stamp page signed project landscape architect and engineers. iii. Provide assistance to City staff for development of bid form to comply with State grant requirements.
iv. Submit unlocked .DWG project fi le for City’s use.
v. Respond to technical questions during bidding.
Part III.
Construction Observation Estimated Duration: 11 months Quadriga will make periodic site visits to monitor the progress of the work and to determine if the project is proceeding in accordance with the design intent of the Construction Documents.
Site Visits –
28 a. Quadriga - To provide a maximum of six (6) site visits to monito r landscape construction:
b. EBA Engineers - To Provide a maximum of three (3) site visits to monitor construction:
c. O’Mahony & Myer- To Provide a maximum of two (2) site visits to monitor construction:
d. ZFA - To provide a maximum of six (6) site visits to monitor construction:
e. Field Reports/”Punch Lists” - Prepare fi eld reports indicating the status of construction for each site visit performed.
f. Construction Administration - Perform ongoing coordination with the City and Contractors to respond to RFI’s. provide project support including submittal review and site review to confi rm adherence to contract documents. g. Deliverables – Written documentation.
Part IV.
Reimbursables
a. Reimbursable Expenses – Deliverables as identifi ed in the scope of services including soils analysis, premanufactured element engineering fees, plotting, mylar prints, shipping. These items will be charged against the reimbursable allowance at cost plus a 10% administrative fee.
Assumptions And Out of Scope Items
Items not covered in Quadriga’s Scope of Services, and assumptions related to Quadriga’s work are indicated as follows:
A. Shade Structures- we anticipate exploring options for the shade and pavilion structures- so we have included structural design for custom shade t rellis type shade elements, but we anticipate the larger structure would be premanufactured.
B. Pedestrian Bridge- we have included reimbursable allowance for manufacturers engineering fee to expedite permitting.
C. Arborist Report –by others.
D. The Restroom Building - Proposed to be a premanufactured building.
E. The Bridge - Proposed to be a pre- manufactured bridge.
F. Biological Assessments and Monitoring - Anticipated to be provided by City.
G. Habitat and Mitigation and Monitoring Plan - Anticipated to be completed by City.
H. Creek Restoration- Are done by others.
I. State and Federal Agency Permitting - Are done by others.
J. Parcel mapping or lot line adjustment - Are done by others.
K. Existing wet utilities in Meda Avenue are adequately sized for the project.
L. Accessibility Surveys- Are excluded from this scope of work.
M. Boundary Surveys and Easement Mapping - Are excluded.
N. Reimbursable Expenses – Deliverables beyond those identifi ed in the scope of services.
Blueprint, photocopying, plotting, printing, renderings, models, photography, special shipping and delivery service as requested by City. These items will be charged at cost plus a 10% administrative fee.
29 O. SWPPP - Preparation, monitoring and reporting during construction-by others.
P. Fire fl ow Test - By others.
Q. Electrical Testing - Services by others.
R. Phasing - Project is anticipated to be designed and constructed in one phase.
S. Fees - Payment of governmental fees, permits or assessments by others.
Exhibit B
Compensation
Kawana Springs Community Park Proposal HOURLY ESTIMATE SUMMARY QUADRIGA TEAM TEAM
QUADRIGA
Hourly
Rate Hours Fee Hours Fee Hours Fee Hours Fee
Principal 195.00 61.00 $11,895.00 83.00 $16,185.00 32.00 $6,240.00 Senior Landscape Architect 155.00 161.00 $24,955.00 227.00 $35,185.00 117.00 $18,135.00 Project Manager 145.00 229.00 $33,205.00 436.00 $63,220.00 0.00 $0.00 subtotal $70,055.00 $114,590.00 $24,375.00 14,000.00
EBA Engineers
Principal Engineer 230.00 0.00 $0.00 20.00 $4,600.00 0.00 $0.00 Project Manager 200.00 16.00 $3,200.00 102.00 $20,400.00 38.00 $7,600.00 Senior Engineer 190.00 36.00 $6,840.00 144.00 $27,360.00 28.00 $5,320.00 Project Engineer 160.00 40.00 $6,400.00 446.00 $71,360.00 0.00 $0.00 Survey Crew 290.00 8.00 $2,320.00 0.00 $0.00 0.00 $0.00 Surveyor 175.00 4.00 $700.00 0.00 $0.00 0.00 $0.00
Drafter 130.00 16.00 $2,080.00 36.00 $4,680.00 0.00 $0.00 600.00 subtotal $21,540.00 $128,400.00 $12,920.00
ZFA Structural Engineer
Executive Principal 250.00 3.00 $750.00 14.00 $3,500.00 0.00 $0.00 Senior Associate 180.00 22.00 $3,960.00 64.00 $11,520.00 72.00 $12,960.00 Engineer 135.00 54.00 $7,290.00 162.80 $21,978.00 0.00 $0.00 subtotal $12,000.00 $36,998.00 0.00 $12,960.00
OMM Consulting
Principal 235.00 12.00 $2,820.00 27.00 $6,345.00 16.00 $3,760.00 Design 140.00 54.00 $7,560.00 125.00 $17,500.00 62.00 $8,680.00 Draft 110.00 15.00 $1,650.00 35.00 $3,850.00 4.00 $440.00 subtotal $12,030.00 $27,695.00 $12,880.00
RGH Consultants
Prinicpal Geotechnical Engineer 285.00 11.00 $3,135.00 0.00 $0.00 0.00 $0.00 Staff Engineer/Staff Geoligist 108.00 36.00 $3,888.00 0.00 $0.00 0.00 $0.00 Field Engineer ( prevailing Wage) 214.00 16.00 $3,424.00 0.00 $0.00 0.00 $0.00 Graphics/Drafting 86.00 8.00 $688.00 0.00 $0.00 0.00 $0.00 Support staff 86.00 3.00 $258.00 0.00 $0.00 0.00 $0.00
Reimbursable 0.00 $0.00 0.00 $0.00 8,320.00
subtotal $11,393.00
JR Cronkey & Associates
Principal 210.00 4.00 $840.00 40.00 $8,400.00 0.00 $0.00 Senior Estimator 160.00 40.00 $6,400.00 78.00 $12,480.00 0.00 $0.00 subtotal $7,240.00 $20,880.00 $0.00
SUBTOTAL PART I DD
$134,258.00
SUBTOTAL PART II CD $328,563.00
SUBTOTAL PART III CA $63,135.00
SUBTOTAL PART IV REIMBURSABLES $22,920.00
SUBTOTAL PARTS I-IV $548,876.00
10% Design Fee contingency $54,887.60
TOTAL FEES PROPOSED $603,763.60
PART III:
CONSTRUCTION
ADMINISTRATION
PART IV:
REIMBURSABLES
PART I: DESIGN
DEVELOPMENT
PART II:
CONSTRUCTION
DOCUMENTATION