ATTACHMENT A
Consultant/Professional
Services Agreement with
Wallace Group
CONSUL TANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
THE CITY OF VICTORVILLE
AND
WALLACE GROUP
FOR
DORIS DAVIES PARK CONCEPTUAL DESIGN SERVICES, PROJECT
CC25-133
THIS CONSUL TANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter "Agreement"), dated this ________ day of ______ , 20_, for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the "City", and Wallace Group, a California corporation, hereinafter referred to as "Consultant." City and Consultant are sometimes hereinafter referred to individually as a "Party" and collectively referred to as the "Parties." RECITALS:
WHEREAS, the City requires Consultant/Professional Services to provide Doris Davies Park Conceptual Design Services as described in the Request for Proposals ("RFP") issued for Project No. CC25-133 (the "Project") ; and
WHEREAS, Consultant provided a response to the RFP for said Project and following an evaluation process was selected by the City to be the provider of Doris Davies Park Conceptual Design Services; and
WHEREAS, Consultant represents that it is fully qualified to perform the professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Doris Davies Park Conceptual Design Services for the Project.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein. 1 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 2. SCOPE OF SERVICES
Consultant shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit "A" and incorporated as part of this Agreement by this reference.
Section 3. COMPENSATION
The City shall pay to Consultant a sum not to exceed One hundred and forty-eight thousand five hundred and 00/100 Dollars ($148,500.00) for faithful performance of the services to be rendered under this Agreement, subject to the Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit "B", below; (ii) appear on Consultant's monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same.
Section 4. COST PROPOSAL
The City shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit "B" and incorporated as part of this Agreement by this reference. The provisions of Exhibit "B" notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant's invoice.
Section 5. RESERVED
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of 120 working days, commencing on December 2, 2025 (the "Commencement Date") and expiring upon completion (the "Termination Date") (the "Term"), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent Agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
This Agreement may be extended for (# of options, if any) additional one-year period (hereinafter "Option Period"), at the option of the City, subject to satisfactory performance as determined by the City. City shall give Consultant sixty (60) days advance written notice prior to the expiration of the initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should the City decide to exercise its option(s) to extend. In the event City does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then-current Term or Option Period without further notice from either Party, unless terminated earlier pursuant to the provisions of 2 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 21 below. Should the City fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, the City may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.
Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City and Consultant or any employee or agent of Consultant. Both Parties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR'S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. (3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement. (6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City. b. The City represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. (2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
3 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 (3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. (5) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement. (6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City-owned property.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Proposal set forth in Exhibit B and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent. b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the Initial Term (and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Donna Meester, Director of Community Services, or her designee.
4 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3)
performed; and
Has carefully considered how the services and related work should be (4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Donna Meester, Director of Community Services, or her designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant's services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk's Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Commercial General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage 5 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.
Section 17. PROFESSIONAL LIABILITY INSURANCE
a. Professional Liability Insurance or Er rors and Omissions insurance as appropriate to Consultant's profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of One Million Dollars ($1,000,000) per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies, to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance 6 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement. b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: "For any claims related to this contract, the Consultant's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies." Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement. 7 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the "City lndemnitees"), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys' fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively "Claims") which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City lndemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 ("Design Professional"). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City lndemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant's proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City lndemnitees. c. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by Donna Meester, Director of Community Services, or her designee or as otherwise required by this Agreement, including but not limited to, the Scope of Services 8 ConsultanVProfessional Services Provider AgreemenVWALLACE GROUP/PROJECT CC25-133 set forth in Exhibit "A", Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Donna Meester, Director of Community Services, or her designee, to evaluate the cost and the performance of such services. b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. Donna Meester, Director of Community Services, or his/her designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Donna Meester, Director of Community Services, or her designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Donna Meester, Director of Community Services, or her designee or as required by applicable law. c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except with the prior written approval of Donna Meester, Director of Community Services, or her designee or as required by applicable law. d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant's services or when requested by Donna Meester, Director of Community Services, or her designee. Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant. e. Consultant's covenants under this Section 27 shall survive the termination of this Agreement.
g ConsultanVProfessional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 28. PRINCIPAL REPRESENTATIVES
a. Matt Wilkins, Director of Landscape Architecture, is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. b. Donna Meester, Director of Community Services, or her designee, shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement. c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the Initial Term, the City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of Doris Davies Park Conceptual Design Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous Agreements, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and Agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or Agreements have been made by or on behalf of any Party, except those covenants and Agreements in this Agreement. c. No Agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. 10 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit "B" is attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit "B" the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit "B" shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the City:
To Consultant:
Donna Meester,
Director of Community Services
City of Victorville
14343 Civic Drive
Victorville, CA 92392
Brad Brechwald,
CEO, President
612 Clarion Court
San Luis Obispo, CA 93401
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF CITY OFFICERS AND
EMPLOYEES
No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
11 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provIs1on of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the City shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors. endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be 12 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen ( 15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
13 I Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 Section 46. ATTORNEYS' FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Consultant, approved by the City's Risk Manager, and executed by the authorized City personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND
EXECUTING AGREEMENT
PERSONS
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement. (END OF THIS PAGE)
14 ConsultanUProfessional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133 IN WITNESS WHEREOF, the Parties hereto have caus_ed this Agreement to be executed as of the dates written below.
THE CITY OF VICTORVILLE
By: ___________ _
Elizabeth Becerra,
Mayor
Dated: ___________ _
ATTEST (AS APPLICABLE, over 50K)
By: ___________ _
Jennifer Thompson,
City Clerk
Dated: ___________ _
APPROVED AS TO STANDARD FORM:
By:-----------
Andre de Bortnowsky,
City Attorney
Dated: ------------
By:------------
Sandra Bostick,
Risk Manager
Dated: ___________ _
WALLACE GROUP
By:---------
Brad Brechwald,
CEO, President
Dated: __________ _
15 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133
EXHIBIT A
SCOPE OF SERVICES
16 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133
EXHIBIT A
SCOPE OF SERVICES
TECHNICAL PROVISIONS FOR DORIS DAVIES PARK CONCEPTUAL DESIGN SERVICES, CC25-133 Phase A:
Phase A includes the conceptual re-design of Doris Davies Park located at 16300 Pebble Beach Dr.
Victorville, CA 92395. The Conceptual Design will include but is not limited to, a floor plan concept for the recreation center and a site plan of the park with current and new amenity layout. In addition to the floor and site plan concepts, the Consultant shall submit all plans and documents required by the Planning Department's Pre-submittal Application. A complete list of the required documents and application can be found on the City's website, www.victorvilleca.gov. Finally, an estimated cost of construction, per amenity/improver:nent shall be prepared to ensure a proper budget is established for construction. The design should keep the following goals in mind:
Doris Davies Recreation Center
1. Redesign of the front office/reception area.
2. Redesign lifeguard/staff locker rooms/restrooms and address ADA barriers.
3. Update pool restrooms and address ADA barriers.
4. Remove two racquetball courts and repurpose the space.
Pool Area
1. Possibly expand the pool area as necessary to accommodate additional amenities.
2. Install shade structure(s).
3. Address site ADA barriers.
4. Address ADA parking lot and path of travel barriers as it relates to the facility.
New Amenities/Improvements Throughout Park
A. Splashpad
8. Walking Loop include brldge(s) over the Oro Grande wash C. New Community Center
D. Pump Track
E. Ropes Course
F. Tennis Court Lighting
G. Pickleball Court(s)
H. Shade Structure(s)
I. Replace South Restroom
J. Dog Park
K. T-Ball Field Improvements
L. Expand North Parking Lot including lighting
The conceptual floor plan and supporting documents are subject to review by City staff, including Community Services, Planning, & Building Departments, Executive Management, and City Council.
Feedback regarding functionality and code compliance will be provided in a cooperative setting with several rounds of revisions based on feedback should be anticipated. An approved final conceptual plan and secured funding will move the project into Phase B.
Phase 8:
Phase B is "Optional" and may be exercised at the discretion of the City. The City anticipates completing selected amenities/improvements in phased construction plan. Phase B will include completion of a full plan package and specifications for each construction phase. The Consultant will proceed with all plans and specifications necessary to secure permits and put the project out to bid. This will include but is not limited to, the remainder of the architectural plans, mechanical, electrical, plumbing, structural, and all other plans, special studies, and environmental conformity required to show compliance with local and state codes and obtain approval for permit issuance. The Consultant shall submit all plans and documents required by the Planning Department's Application for Planning Commission Action and present the project at the scheduled Planning Commission Meeting. A complete list of the required documents and application can be found on the City's website, www.victorvilleca.gov.
Scope of Services
Phase A: Task 1- Project Kickoff and Subsequent Meetings A kick-off meeting with City staff is required after full execution of a Consultant Service Agreement. The Consultant shall meet with City staff to conduct introductions, discuss the scope of work, and project schedule. The Consultant shall prepare and distribute a meeting agenda at least three (3) working days prior to all meetings, prepare and submit meeting minutes to the City within one (1) week after each meeting. The Consultant shall obtain a participant list, comprehensive meeting notes, and action items from each meeting. Subsequent meetings shall be scheduled monthly or bi-weekly throughout the design.
Deliverables
• Meeting schedules.
• Meeting agenda and minutes.
• Project design schedules/timeframes.
Phase A: Task 2 - Project Development and Conceptual Design The Consultant shall review the City's Parks and Recreation Master Plan, and any supplemental planning documents, policies, and programs. The Consultant shall conduct a site and information assessment including Architectural, Civil, Structural, and MEP analysis. The Consultant shall also meet with the Community Services Director and Division Heads to discuss the department goals and objectives.
Using the data collected from the site assessment and interviews, the Consultant shall develop three (3) concept options for City review. City input and revisions are anticipated to require several rounds. Once all input is addressed, the Consultant shall prepare a final conceptual plan and supporting documents.
Finally, the Consultant shall prepare a cost estimate for construction of each amenity/improvement.
Deliverables
• Prepare three (3) conceptual design options.
• Present project options to the City for review and input. • Prepare supporting documents required by the Planning Department Pre-submittal Review and meet with the department to discuss the project.
• Prepare an estimate for the cost of construction per amenity. • Prepare and present final project option to the City Council for approval.
Phase B: Task 1 -Contract Document Preparation
Upon approval by City, Consultant shall develop construction plans and specifications for the selected amenities/improvements per each phase of the project. If required, the Consultant is responsible for subcontracting the necessary surveying services in preparation for construction design. Upon completion, submit 90% plans through the City's Citizen Self-Service Portal and revise as necessary. Progress meetings shall be scheduled monthly or bi-weekly throughout the design and construction phases. A revised construction cost estimate shall be prepared to ensure the project is within budget.
Deliverables
• Participate in meetings with City to discuss design progress. • Prepare plans and specifications, -at 30%, 60%, 90%, and 100% design levels. The project plans shall include, but are not limited to the following:
o Civil
o Architectural
o Structural
o Mechanical, Electrical, and Plumbing
• Survey as necessary for design and construction of the project. • Prepare required supplemental reports as needed, such as geotechnical, environmental, electrical lighting, engineering, etc.
• Prepare supporting documents required by the Planning Department's Application for Planning Commission action and present the project at the scheduled Planning Commission Meeting. • Develop final bid set contract documents and submit to the City's Citizen Self-Service Portal.
Revise as necessary. (Permits will be paid by the General Contractor). • Prepare a revised estimate for cost of construction.
Phase B: Task 2 - Bid and Construction Services
The Consultant is expected to provide Construction Administration Services by fully participating in the construction process, beginning with construction bidding, through completion and project acceptance.
The Consultant shall provide bidding support, including attending the pre-bid meeting, responding to contractor requests for information, attending the pre-construction meeting, and subsequent construction meetings. The Consultant shall remain available throughout construction to answer questions regarding the construction plans and specifications.
Deliverables
• Attend pre-bid, pre-construction, and construction meetings. • Respond to pre-bid requests for information.
• Respond to requests for information throughout construction.
Proposal Requirements
Interested parties, please submit your proposal to include the following:
• Cover Letter.
• Organization Chart representative of the Project Team. • Brief Information for Key Staff including education, directly related experience, description of their assignment on this project, and resume.
• Summary of the Company's Relative Experience and Performance (include client contact information).
• Summary of Approach for Completing the Work.
• Detailed Scope of Work of Activities Required.
• Detailed Schedule for Project Completion (design and construction). • Fee proposal for complete project; submitted in a separate sealed envelope.
EXHIBIT B
COST PROPOSAL
See Attachment
17 Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133
EXHIBIT B
COST PROPOSAL
CITY OF VICTORVILLE
CC25-133
BID PROPOSAL FORM
The undersigned declares that the locations of the proposed work, the plans, specifications, and contract documents have been carefully examined; and being familiar with all of the conditions surrounding the work, including the availability of materials and labor, the undersigned hereby proposes to furnish all labor, materials, tools, equipment, and incidentals, to complete all the work. All applicable taxes and discounts should be included.
All of the aforementioned shall be done in accordance with said plans, specifications, and contract documents for the price set forth in the following schedule.-
The City of Victorville reserves the right to reject any and all bids and waive any irregularities or informalities in any bid or in the bidding. The City of Victorville further reserves the right to award the Contract to other than the lowest bidder if such action is deemed to be in the best interest of the City, and the right to split the order if such action is deemed to be in the best interest of the City.
Item#
1 Description Total Amount
Phase A - Tasks 1, Project Kickoff and Subsequent Meetings $148,500 & Task 2, Project Development and Conceptual Design
OPTIONAL-If funds are acquired to construct the improvement(s) depicted in a conceptual design, the City desires the option to contractually continue services with the awarded consultant as the project moves into the Schematic Design and Construction Documents.
The following request is for a price per square foot for these services.
Item Description Price per sq ft
2 Phas·e B (OPTIONAL) - Task 1, Contract Document New Construction Preparation & Task 2, Bid and Construction Services $400,000 - $600,000 New construction amount assumes between 10%-15% of the soft costs plus the cost for further technical s�udies and administration of a roughly $4 Million dollar initial capital improvement phase for Tenant Improvement site prep and amenities. (TBD from Phase A) $
"Total cost shall include all reviews and submlttals until plans have been approved and ready for permit issuance.
*Applicant shall pay all permits plan review fees.
18/Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133
EXHIBIT B
COST PROPOSAL
BASE BID GRAND TOTAL IN WORDS (Total of Phase A only): ______ _ One Hundred Forty Eight Thousand and Five Hundred Dollars BIDDER: Wallace Group
Address: 612 Clarion Ct San Luis Obispo, CA
Mailing Address City . State
PHONE: 805-544-4011
EMAIL: [email protected]
NAME.SIG«�
93401
Zip Code
19/Consultant/Professional Services Provider Agreement/WALLACE GROUP/PROJECT CC25-133