HomeMy WebLinkAbout0003_3_Larimer Design Architect PSA 8-01-2016CITY OF
LADE (,-), LSI 0R,,E
DREAM EXTREME
August 29, 2016
Larimer Design Architect
Attn: Tom Larimer
815 J Street Suite302
San Diego, CA 92101
RE: PROFESSIONAL SERVICES AGREEMENT
Dear Mr. Larimer:
Enclosed for your files, please find your fully executed copy of the Professional
Services Agreement for the Diamond Stadium Design and Architectural Services.
Please do not hesitate to give this office a call, should you have any questions.
Sincerely,
Susan M. Domen, MMC
City Clerk
Enclosure
951.674.3124
130 S. MAIN STREET
LAKE ELSINORE, CA 92530
WWW. LAKE -E LSINORE.ORG
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY FOR THE CITY OF LAKE ELSINORE AND
Larimer Design Architect
Diamond Stadium Design and Architectural Services
This Agreement for Professional Services (the "Agreement") is made and entered into as
of August 1, 2016, by and between the Successor Agency of the Redevelopment Agency for the
City of Lake Elsinore, a municipal corporation ("City") and Larimer Design Architect.
("Consultant").
RECITALS
A. The City has determined that it requires the following professional services: Design
and Architectural Services for Diamond Stadium.
B. Consultant has submitted to City a proposal, dated August 1, 2016 attached hereto
as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional services
to City pursuant to the terms of this Agreement.
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to perform the services described in this Agreement on the terms and conditions
described herein.
D. City desires to retain Consultant to perform the services as provided herein and
Consultant desires to provide such professional services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform the services described in
Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and
in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City
through its staff that it may provide from time to time.
2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this
Agreement. The time for completion of the professional services to be performed by Consultant
is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently
the professional services contemplated pursuant to this Agreement according to the agreed upon
performance schedule in Consultant's Proposal (Exhibit A).
b. Performance Schedule. Consultant shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by
Consultant, extensions to the time period(s) specified may be approved in writing by the City
Manager.
Larimer-rom Larimer Professional Services Agmt Page 1
G. Term.
The term of this Agreement sl-lall con1mence upon execution of this
Agreement and shall continue until the services and related work are completed in accordance
with the Consultant's Proposal (Exhibit A).
3- Compensation Compensation to be paid to C.OnSUltant shall be Irl accordance
with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference- In no event shall Consultant's compensation exceed thirfy
thousand dollars and no cents ($30.000 00) without additional written authorization from the
City. Retainer of $15,000.00 payable at contract execution. Notwithstanding any provision of
Consultant's Proposal to the contrary, out of pocket expenses set faith in Exhibit A shall be.
reimbursed at cost without an inflator or administrative charge. Payment by City under this
Agreement shall not be deemed a waiver of defects, even if such defects were known to the
City at the time of payment.
4. Method of Pa rnent. Contractor shall promptly submit billings to the City
describing the services arid related work performed during the preceding month to the extent
that such services and related work were performed. Contractor's bills shall be segregated by
project task, if applicable, such that the City receives a separate accounting for work done on
each individual task for which Contractor provides services. Contractor's bills shall include a
brief description of the services performed, the date the services were performed, the number of
hours spent and by whom, and a description of any reimbursable expenditures. City shall pay
Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff..
Suspension or Termination.
a. The City may at any time, for any reason, witfl ar without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten
(10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City suspends
or terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the
City shall pay to Consultant the actual value of the work performed .up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section
entitled "Method of Payment" herein.
6. Ownership of Documents, All plans, studies, documents and other writings
prepared by and for Consultant, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notepad internal documents, shall
become the property of the City upon payment to Consultant for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
Consultant or to any other party. Consultant shall, at Consultant's expense, provide such
reports, plans, studies, documents and other writings to City upon written request. City
acknowledges that any use of such materials in a manner beyond the intended purpose as set
forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and
hold harmless Consultant, its officers, officials, agents, employees and volunteers from any
claims, demands, actions: losses, damages, injuries, and liability, direct or indirect (including
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any and all costs and expenses in connection therein), arising out of the City's use of such
materials in a manner beyond the intended purpose as set forth herein.
a. Licensing of Intellectual PM erg, This Agreement creates a
nonexclusive and perpetual license for City to copy, use, modify, reuse. or sublicense any and
all copyrights, designs, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreernent ("Documents & Data"). Consultant shall require that all subcontractors
agree in writing that City is granted a nonexclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Consultant represents and warrants
that Consultant has the legal right to license any and all Documents & Data. Consultant makes
no such representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Consultant or provided to Consultant by the City. City shall not
be limited in any way in its use of the Documents & Data at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City's sole risk.
b. Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data; input record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall
not, without the prior written consent of City, be used by Consultant for any purposes other than
the performance of the services under this Agreement. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the services under this Agreement.
Nothing furnished to Consultant which is otherwise known to Consultant or is generally known,
or has becorne known, to the related industry shall be deemed confidential. Consultant shall not
use City's name or insignia, photographs relating to project for which Consultant's services are
rendered, or any publicity pertaining to the Consultant's services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
7. Consultant's Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges
for services, or, expenditures and disbursements charged to City for a minimum period of three
(3) years, or for any longer period required by law, from the date of final payment to Consultant
to this Agreement.
b, Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer
period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Consultant's address indicated for receipt of
notices in this Agreement.
Page 3
shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
12. Compliance with Laws Consultant shall use the standard of care in its
profession to comply with all applicable federal, state and local laws, codes, ordinances and
regulations,
13. Licenses. Consultant represents and warrants to City that it has the licenses,
permits, qualificztions, insurance and approvals of whatsoever nature which are legally required
of Consultant to practice its profession. Consultant represents and warrants to City that
Consultant F,{gall, at its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any licenses, permits, insurance and approvals which are legally
required of Consultant to practice its profession. Consultant shall maintain a City of Lake
Elsinore business license.
14. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and
its officials, officers, employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or
negligent acts or omissions of Consultant or its employees. sulacontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1 ) the injury, loss of life, damage to
property, or violation of law arises from the sole negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to
property, or violation of law. It is understood that the duty of C011Sultant to indemnify and hold
harmless includes the duty to defend as set forth in Section .2778 of the California Civil Code.
Acceptance by City of insurance certificates and endorsements required under this Agreement
does not relieve Consultant from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply to any damages or clairns for
damages whether or not such insurance policies shall have been determined to apply. By
execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
15. Insurance Requirements.
a. Insurance. Consultant, at Consultant's own cost and expense, shall
procure and maintain, for the duration of the contract, unless modified by the City's Risk
Manager, the following insurance policies.
i. Workers' Cam ensatian Covera e. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability Insurance for his/her
employees in accordance with the laws of the State of California. In addition, Consultant
shall require each subcontractor to similarly maintain Workers' Compensation Insurance
and Employer's Liability Insurance in accordance with the laws of the State of California
for 0 of the subcontractor's employees. Any notice of cancellation or non -renewal of all
Workers' Compensation policies must be received by the City at least thirty (30) days
prior to such change. The insurer shall agree to waive all rights of subrogation against
City, its officers, agents, employees and volunteers for losses arising from work
performed by Consultant for City. In the event that Consultant is exempt from Worker's
Page 5
Compensation Insurance and Employer's Liability Insurance for his/her employees in
accordance with the laws of the State of California, Consultant shall submit to the City a
Certificate of Exemption from Workers Compensation Insurance in a form approved by
the City Attorney,
ii. General Liability Coverer e. Consultant shall maintain commercial
general liability insurance: in an aI11ount not less, than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury and property damage, If a commercial
general liability insurance form or other form with a general aggregate linilt is used,
either the general aggregate limit shall apply separately to the work to be performed
under this Agreement or the general aggreg.atc lirrrit shall be at least twice t1ie requia,ed
occurrence limit. Required commercial general liability coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form CG
0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. No endorsement may be
attached limiting the coverage.
iii, Automobile Liabilit Covera e. Consultant shall maintain
automobile liability insurance coverirrrg i.7c�dily injury acid property damage for all activities
of the Consultant arising out of or rn connection with the work to be performed under this
Agreement, including coverage for owned, hired and non -owned vehicles, in an amount
of not less than one million dollars ($1,000,000) combined single limit for each
occurrence. Automobile liability coverage must be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No
endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain
professional errors and omissions liability insurance appropriate for Consultant's
profession far protection against claims alleging negligent acts, errors or omissions
which may arise from Consultant's services under this Agreement, whether such
services are provided by the Consultant or by its employees, subcontractors, or sub
consultants. The amount of this insurance shall not be less than one million dollars
($1,000,000) on a claims -made annual aggregate basis, or a combined single limit per
occurrence basis.
b. Endorsements. Each general liability and automobile liability insurance
policy shall be with insurers possessing a Best's rating of no less than A:UII and shall be
endorsed with the following specific language:
i, The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insured with respect to liability
arising out of work performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers.
Any insurance maintained by the City, including any self-insured retention the City may
have, shall be considered excess insurance only and shall not contribute with it.
Page 6
iii This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect to the lin-lits of
liability of the insuring con-ipany.
iv. The insurer waives all rights of subrogation against the City, its
elected or appointed officers, officials, employees or agents.
V, Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its elected or appointed officers, officials,
en•iployees, agents or volunteers
vi. The insurance provided by this Policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits except after thirty (30) days written
notice has been received by the City.
C. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the City's option, Consultant shall
den-ionstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance coverage required
herein. Certificates of such insurance shall be filed with the City on or before commencement of
performance of this Agreement. Current certification of insurance shall be kept on file with the
City at all times during the term of this Agreement.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and either served personally or sent prepaid, first class rnail. Any such notice shall be
addressed to the other party at the address set foilh below. Notice shall be deemed
communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to' City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Larimer Design Architect
Attn: Tom Larimer
815 J Street Suite 302
San Diego CA 92101
17, Entire Agreement, This Agreement constitutes the complete and
exclusive statement of Agreement between the City and Consultant. All
prior written and oral communications, including correspondence, drafts,
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mernoranda, and representations, are superseded in total by this
Agreement.
18. Amendments. This Agreement may be modified or amended only by a written
document executed by both Consultant and City and approvocl as to form by the City Attorney.
19, Assignment and Subcontracting. The parties recognize that a suUstantial.
inducement to City for entering into. this Agreement is the professional reputation, experience
artd competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be
fully responsible to City for all acts or omissions of any subcontractors. Assigrtrnents of any or
all rights, duties or obligations of the Consultant under this Agreement will be permitted only with
the express consent of the City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement except as provided in Exhibit B without the written
authorization of the City. If City consents to such subcontract, Consultant shall be fully
responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement
shall create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of the City to pay or to see to the payment of any monies due to any
such subcontractor other than as otherwise is required by law.
20 Waiver. Waiver of a breach or default under this Agreement shall not constitute
a continuing waiver of a subsequent breach of the sarne or any other provision under this
Agreement.
2.1. Severabili1 . If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
22. Controlling Law venue. This Agreement and all matters relating to it shall be
governed by the laws of the State of California and any action brought relating to this
Agreement shall be held exclusively in a state court in the County of Riverside.
23. Litigation Expenses and Attorneys' Fees. if either party to this Agreement
commences any legal action against the other- party arising out of this Agreement, the prevailing
party shall be entitled to recover its re@sonable litigation expenses:, including court costs, expert
witness fees, discovery expenses, and attorneys' fees.
24. Mediatim The parties agree to make a good faith attempt to resolve any
disputes arising out of this Agreement through mediation prior to commencing litigation. The
parties shall mutually agree upon the mediator and share the costs of mediation equally. If the
parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its
successor in interest. JAMS shall provide the parties with the names of five qualified mediators.
Each party shall have the option to strike two of the five mediators selected by JAMS and
thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after
mediation, either party may commence litigation.
25. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
26. Authority to Er7ter Agreement Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and to bind each respective party. The City Manager is authorized to
enter into an amendment or otherwise take action on behalf of the City to make the following
modifications to the Agreernent: (a) a name change; (b) grant extensions of time; (c) non-
monetary changes in the scope of services: and/or (d) suspend or terminate the Agreement.
27. Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any cornpany or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. For
breach or violAtion of this warranty, City shall },rave the right to rescind this Agreement without
liability. For the term of this Agreernent, no r77enjber, officer or employee of City, during the term
of his or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
28. Equal opportunity Employment. Consultant represents that it is an equal
opportutiity employer and it shall not discriminate against any subcontractor; employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, ul)grading, demotion, transfer, recruitment or recruitment advertising, layo.ff
or termination.
29. Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title
8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. Consultant agrees to fully comply with all applicable federal and state labor laws
(including, without limitation, if applicable, the Prevailing Wage Laws). it is agreed by the parties
that, in connection with the Work or Services provided pursuant to [his Agreement, Consultant
shall bear all risks of payment or non-payn-ient of prevailing wages under California law, and
Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers,
employees, agents, and volunteers, free and harmless fron) any claim or liability arising out of
any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity
shall survive termination of this Agreement
30. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the sarne instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Page 9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the date first written above.
"CITY" "CONSULTANT"
CITY OF LAKE ELSINORE, a municipal Larimer Design Architect
corporation
Gram Y• ,City Manager
ATTEST.
City Clerk �.
APPI TIED AS TO
Cly,Attorney
Attachments: Exhibit A — Consultant's Proposal
Page 10
EXHIBIT A
CONSULTANT'S PROPOSAL
[ATTACHED]
L- Architecture and I'lanning
August 1, 2016
Attn: Jason Simpson
City of Lake Elsinore
130 South Main Street
Lake Elsinore, CA 92530
Re: Lake Elsinore Diamond:: Accessible Seating and Concession Stand Improvements
16121.00
Dear Jason,
Thank you for granting us the opportunity to assist the City of Lake Elsinore and the Lake Elsinore Storm
with the proposed accessible seating and concession stand improvements at Lake Elsinore Diamond. It is
our understanding that the City would like to study and implement a variety of seating area
improvements, with particular attention paid to improving sight lines and viewing opportunities at the
accessible seating areas. Similarly, it is our understanding that the City would like to refresh the three
concession stands located on the main concourse, with a focus on improved service from food prep to
sales, improved circulation, and updated equipment that is better aligned with an improved menu.
Per our conversations, Larimer Design and its design consultants will provide the following services:
PRE -DESIGN
➢ Attend Client Creative Meetings to understand the project scope and requirements.
➢ Obtain Client's ALTA Survey of the property to establish boundaries, easements, locations of wet
and dry utilities, and topographic information.
o If an ALTA Survey is not available, Architect can hire a Civil Engineer to prepare an ALTA
Survey as an additional service.
➢ Obtain Client's Geotechnical Soils Report for the project site.
o If a Geotechnical Soils Report is not available, Architect can hire a Geotechnical Engineer to
prepare a proper analysis of the site as an additional service.
➢ Obtain and review existing ballpark plans for the project area, including Civil, Architectural,
Structural, Mechanical, Electrical, Plumbing, Technology and AudioNisual plans.
➢ Obtain and review existing AutoCAD (DWG) files.
o If existing DWG files are not available, Architect can provide the following as an additional
service, on a time -and -material basis:
• Prepare preliminary as -built plans based on recorded construction documents.
• Conduct a site visit to field -verify and photo -document the existing conditions.
• Update preliminary as -built floor plans, as needed, to reflect the observed existing
conditions.
➢ Prepare 3D SketchUp model of warm shell area for use and coordination with Design Team.
➢ Identify and assemble design consultants as needed to properly execute the scope of work,
including Brand Development Consultant.
➢ Review and verify Plan Check submission requirements, including the Riverside County Health
Department.
��t5 ; S`! Fi_C.1 i'<'101 \VW
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 2
➢ Assist Client with preparation of preliminary project milestone schedule (Schematic Design
through Governmental Processing).
➢ Depending on the nature of the services requested, additional consultants may be required,
including by not limited to Civil Engineer, Geotechnical Engineer, Structural Engineer,
Mechanical Engineer, Electrical Engineer, Plumbing Engineer and Code Expert. These services
will be provided as an additional service to this agreement. Fees for these consultants are not
included within this agreement.
➢ Attend bi-weekly teleconferences (90 mins) to review design progress.
II SCHEMATIC DESIGN
➢ Prepare Schematic Design drawings for seating area improvements, including conceptual floor
plans, reflected ceiling plans, exterior elevations, building sections, interior elevations, door
schedules, and massing studies, based on Client input.
➢ Maintain and distribute AutoCAD backgrounds and SketchUp model for design team
collaboration.
➢ Coordination with Branding Development Consultant, their preparation of conceptual floor plan
studies and schematic 3D renderings of various seating bowl "neighborhoods", including
accessible seating improvements and needs assessment.
➢ Coordination with Branding Development Consultant, their preparation of conceptual floor plan
studies of Concession Stands #1, 2 and 3 to understand circulation and space flow, 2-3 schemes
each.
➢ Coordination with Branding Development Consultant, their preparation of preliminary color and
material selections based on thematic requirements.
➢ Meeting with Client to review preliminary conceptual plans, identify opportunities and
constraints, and determine direction.
➢ Attend Schematic Design Presentation meeting with Client to review Schematic Design Package,
identify areas for refinement, and determine direction.
➢ Update Schematic Design plans, per client input and design review feedback.
➢ Obtain Client's approval of Schematic Design.
➢ Attend bi-weekly teleconferences (90 mins) to review design progress.
III PROJECT ASSUMPTIONS
The scope of work outlined above, and the attendant fees attached herewith, are predicated on the
following assumptions:
➢ That all necessary water, sewer, electrical, and CATV/telephone utilities exist on site.
➢ That the scope of work is limited to seating bowl and concession stand improvements only.
➢ That any additional required specialty consultants not identified in the Scope of Services will be
provided as an Additional Service, on an as -needed basis. The proposed fees contained herein do
not include these services.
➢ That the Client's General Contractor will furnish construction cost estimates and value
engineering recommendations.
➢ That any changes to the project scope, budget or schedule may require additional fees to properly
coordinate and execute the Architectural Services.
IV ADDITIONAL SERVICES
➢ Preparation of a Civil ALTA Survey to establish existing site conditions and boundaries.
➢ Preparation of a Geotechnical Soils Report, including soils analysis and/or testing.
➢ Preparation of as -built plans from record construction documents.
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 3
➢ Preparation of documents for environmental mitigation.
➢ Client -requested design revisions to approved design documents.
➢ Preparation of preliminary cost estimates.
➢ Coordination of work performed by separate Contractors or by Client's consultants not included
under basic services.
➢ Revisions to approved design documents required by enactment of changes to codes to laws or
other governmental changes, after preparation of documents.
➢ Design revisions resulting from unobservable field conditions.
➢ Additional presentations at hearings, community groups or committees beyond those listed above.
➢ Providing any other services not otherwise included in this Agreement. Some services may,
however, be available as additional services.
V EXCLUSIONS
➢ Changes:
o In the scope of the project.
o In the scope of services outlined above.
o Not initiated by the Architect.
o Inconsistent with written approvals or instructions previously given.
o Due to other causes not solely within the control of the Architect.
➢ Preparation of a Maintenance Manual.
➢ Acting as an expert witness.
➢ Processing major grading permit with local jurisdiction.
➢ Providing any other services not otherwise included in this Agreement.
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 4
FEES AND TERMS
Architectural Fees
Based on the services above, it is our opinion of probable cost that the fees will be as follows:
Pre -Design
Schematic Design
Design Development
Construction Documents
Governmental Processing (Time and Material Basis)
Bidding (Time and Material Basis)
Construction Observation Support (Time and Material Basis)
Additional Services
TOTAL ESTIMATED ARCHITECTURAL FEES
Brand Development Consultant—Phase 1 (Initial Concept Design)
Brand Development Consultant Phase 2 (Design Development)
Brand Development Consultant—Phase 3 (Finalize Design)
Structural Engineer
Mechanical, Electrical, Plumbing and Technology
TOTAL ESTIMATED CONSULTANT FEES
$4,620
$3,780
Pending
Pending
Pending
Pending
Pending
Not included
$8,400
$21,600
Pending
Pending
Not included
Not included
$21,600
This Agreement provides an opinion of probable cost based on the Scope of Work that we are able to
identify at this time. All services will be provided on a time -and -material basis, unless otherwise stated
under a separate agreement. This opinion of probable cost does not include any reimbursable expenses or
fees associated with outside engineering or other consultant services. Program revisions, extended
schedule, additional studies or exhibits, or an increase in the number of meetings could necessitate an
adjustment to this opinion. This agreement is only valid if Client accepts, signs and returns it to Larimer
Design within 60 days of the proposal date.
Hourly Rate Schedule
For services provided on an hourly basis, the Architect's staff will be billed at the following rates, subject
to review after December 31, 2016:
Principal $185/hour
Senior Associate/Project Manager $140-165/hour
Project Architect $120-140/hour
Job Captain / Design Professional $65-90/hour
Technical Support Staff $50-75/hour
Reimbursable Expenses
Reimbursable expenses will be billed at 110% of Larimer Design cost and include: reproduction,
blueprinting, fees, authorized travel, etc., unless noted otherwise. Vehicle mileage will be charged at
$0.61 per mile unless noted otherwise. All deliveries will be charged at the published rate per zone.
.d d thconsultant services will be billed at 115% of their charges to Larimer
Outsi a engmeermg an o er
Design.
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 5
Retainer
This Agreement shall be effective upon Architect's receipt of this Agreement together with payment of an
initial retainer of $15,000 (50%). Services billed against the initial retainer will be credited incrementally.
Access to Site
Unless otherwise stated, the Architect shall have access to the site during normal business hours, unless
approved in advance by Client, for activities necessary for the performance of services. The Architect
will take the precautions to minimize damage due to these activities, but has not included in the fee the
cost of restoration or any resulting damage.
Assignment
Neither party to this Agreement shall transfer, sublet or assign any rights or interest under this Agreement,
including but not limited to monies that are due or monies that may be due, without the prior written
consent of the other party. Subcontracting to subconsultants normally contemplated by the Architect shall
not be considered an assignment for the purposes of this Agreement.
Billing/Payment
Invoices for the Architect's services will be submitted, at the Architect's option, either upon completion
of such services or on a monthly basis. Invoices shall be payable within 30 days after the invoice date. If
the invoice is not paid within (30) calendar days, the Architect may terminate the performance of the
service. In the event that the Architect recommences its services, any applicable Project schedules
associated with the professional services shall be extended by the number of calendar days Client has
been in default on the Project invoice(s). The Client shall notify the Architect of any disputes with
Project invoices within fifteen (15) calendar days of Client's receipt of the invoice. The Client agrees to
waive any challenge to any invoice if it fails to provide such written notice of dispute within fifteen (15)
calendar days.
Late Payments
Accounts unpaid 60 days after the invoice date may be subject to a monthly service charge of 1.5 percent
per month (18 percent annually) on the then unpaid balance, until the balance is paid in full. In the event
any portion or all of the account remains unpaid 90 days after billing, the Client shall pay all costs of
collection, including reasonable attorney fees.
Code Compliance
The Architect shall put forth reasonable professional efforts to comply with applicable laws, codes and
regulations in effect as of the date of the execution of this Agreement. Design changes made necessary
by newly enacted laws, codes and regulations after this date shall entitle the Architect to a reasonable
adjustment in the Schedule and additional compensation in accordance with the Additional Services
provisions of this Agreement.
Confidentiality
The Architect agrees to keep confidential and not to disclose to any person or entity, other than the
Architect's employees, subconsultants and the General Contractor and subcontractors, if appropriate, any
data or information not previously known to and generated by the Architect or furnished to the Architect
and marked CONFIDENTIAL by the Client. These provisions shall not apply to information in whatever
form that is in the public domain, nor shall it restrict the Architect from giving notices required by law or
complying with an order to provide information or data when such order is issued by a court,
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
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Page 6
administrative agency or other legitimate authority, or if disclosure is reasonably necessary for the
Architect to defend itself from any legal action or claim.
Construction Observation Support
The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise
agreed to in writing by the Client and the Architect, in order to observe the progress and quality of the
Work completed by the Contractor. Such visits and observations are not intended to be an exhaustive
check or a detailed inspection of the Contractor's work but rather are to allow the Architect, as an
experienced professional, to become generally familiar with the Work in progress and to determine, in
general, if the Work is proceeding in accordance with the Contract Documents.
Based on this general observation, the Architect shall keep the Client informed about the progress of the
Work and shall endeavor to advise the Client about observed deficiencies in the Work.
If the Client desires more extensive project observation or fulltime project representation, the Client shall
request that such services be provided by the Architect as Additional Services in accordance with the
terms of this Agreement.
The Architect shall not supervise, direct or have control over the Contractor's work nor have any
responsibility for the construction means, methods, techniques, sequences or procedures selected by the
Contractor nor for the Contractor's safety precautions or programs in connection with the Work. These
rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents.
The Architect shall not be responsible for any acts or omissions of the Contractor, any subcontractor, any
entity performing any portions of the Work, or any agents or employees of any of them. The Architect
does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's
failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes,
rules or regulations.
Consequential Damages
Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither
the Client nor the Architect, their respective officers, directors, partners, employees, contractors or
subconsultants shall be liable to the other and hereby waive all rights of action against the other for any
incidental, indirect or consequential damages however caused. This mutual waiver of consequential
damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income,
loss of reputation or any other consequential damages that either party may have incurred from any cause
of action including negligence, strict liability, breach of contract and breach of strict or implied warranty.
Both the Client and the Architect shall require similar waivers of consequential damages protecting all the
entities or persons named herein in all contracts and subcontracts with others involved in this project.
Certifications
Guarantees and Warrantees: The Architect shall not be required to execute any document that would
result in its certifying, guaranteeing or warranting the existence of conditions whose existence the firm
cannot ascertain.
Corporate Protection
It is intended by the parties to this Agreement that the Architect's services in connection with the project
shall not be subject to the Architect's individual employees, officers or directors to any personal legal
exposure for the risks associated with this project. Therefore, notwithstanding anything to the contrary
contained herein, the Client agrees that the Client's sole and exclusive remedy, any claim, demand or suit
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 7
shall be directed and/or asserted only against the Architect, a California corporation, and not against any
of the Architect's individual employees, officers or directors.
Delays
The Client agrees that the Architect is not responsible for damages arising directly or indirectly from any
delays for causes beyond the Architect's control. For purposes of this Agreement, such causes include,
but are not limited to strikes or other labor disputes; severe weather disruptions or other natural disasters
or acts of God; fires, riots, war, or other emergencies; failure of any governmental agency to act in a
timely manner; failure of performance by the Client or the Client's contractors or consultants; or
discovery of any hazardous substances or differing site conditions.
In addition, if the delays resulting from any such causes increase the cost or time required by the Architect
to perform its services in an orderly and efficient manner, the Architect shall be entitled to a reasonable
adjustment in schedule and compensation.
Dispute Resolution
In an effort to resolve any conflicts that arise during the design and construction of the Project or
following completion of the Project, the Client and Architect agree that all disputes between them arising
out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation.
The Client and Architect further agree to include a similar mediation provision in all agreements with
independent contractors and consultants retained for the Project and to require all independent contractors
and consultants also to include a similar mediation provision in all agreements with their subcontractors,
subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for
dispute resolution among the parties to all those agreements.
Indemnification
To the fullest extent permitted by law, the Architect agrees to indemnify and hold harmless the Client, its
officers, directors and employees (collectively Client) against all damages, liabilities or costs, including
reasonable attorneys' fees and defense costs, to the extent caused by the Architect's negligent
performance or willful misconduct of professional services under this Agreement and that of its
subconsultants or anyone for whom the Architect is legally liable.
To the fullest extent permitted by law, the Client agrees to indemnify and hold harmless the Architect, its
officers, directors, employees and subconsultants (collectively Architect) against all damages, liabilities or
costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's
negligent acts or willful misconduct in connection with the Project and the acts of its contractors,
subcontractors or consultants or anyone for whom the Client is legally liable.
Neither the Client nor the Architect shall be obligated to indemnify the other party in any manner
whatsoever for the other party's own negligence or for the negligence of others. Subject to the foregoing,
the Architect has no duty to defend the Client from and against any claims, causes of action, or
proceedings of any kind ("Claims").
Independent Contractor Relationship
Architect and any of its agents' and employees' relationships with the Client are that of independent
contractor, and nothing in this Agreement is intended to, or should be construed to create a partnership,
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
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Page 8
joint venture, or employer-employee relationship. Architect and its personnel are not the agents of the
Client and are not authorized to make any representation, contract or commitment on behalf of the Client.
Information Provided by Others
The Client shall furnish, at the Client's expense, all information, requirements, reports, data, surveys and
instructions required by this Agreement. The Architect may use such information, requirements, reports,
data surveys and instructions in performing its services and is entitled to rely upon the accuracy and
completeness thereof. The Architect shall not be held responsible for any errors or omissions that may
arise as a result of erroneous or incomplete information provided by the Client and/or the Client's
consultants and contractors.
Insurance
The Architect will effect and maintain insurance for protection from claims under Workmen's
Compensation Acts; claims for damages because of bodily injury, including personal injury, sickness or
disease, or death of employees or of any other person; and from claims for damages because of injury to
or destruction of tangible property, including loss of use resulting therefrom. Prior to commencing work
under this Agreement, the Architect will furnish the Client with Certificates of Insurance stating the
coverages and limits of liability of the insurance that will be maintained. The Architect shall maintain the
following maximum amounts of insurance during the term of this Agreement: Workmen's Compensation,
Statutory; Employer's Liability, $100,000; Commercial General Liability (CGL) $1,000,000; Automobile
Liability (CSL) $1,000,000; Professional Liability, $1,000,000; Umbrella Liability, $2,000,000.
Limitation of Liability
In recognition of the relative risks, rewards and benefits of the project to both the Client and the Architect,
the risks have been allocated such that, to the fullest extent permitted by law, the Architect's total liability
to the Client for any and all injuries, claims, indemnities, losses, expenses, damages, or claim expenses
arising out of this Agreement from any cause or causes, shall not exceed $50,000 or the Architect's total
fee for services rendered on this project, whichever is lesser. Such causes include, but are not limited to,
the firm's negligence, errors, omissions, willful misconduct, strict liability, breach of contract or breach of
warranty.
Ownership of Instruments of Service
All reports, drawings, specifications, computer files, field data, notes and other documents and
instruments prepared by the Architect as instruments of service shall remain the property of the Architect.
The Architect shall retain all common law, statutory and other reserved rights, including, without
limitation, the copyrights thereto.
Survivability
The Assignment, Confidentiality, Consequential Damages, Corporate Protection, Dispute Resolution,
Indemnification, Limitation of Liability, and Ownership of Instruments of Service provisions of this
Agreement shall survive the completion of services and the scope of services.
Termination of Services
This Agreement may be terminated by the Client or the Architect shall the other fail to perform its
obligations hereunder. In the event of termination, the Client shall pay the Architect for all services
rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses.
Agreement for Architectural/Planning Services
16121.00—Lake Elsinore Diamond :: Accessible Seating and Concession Stand Improvements
August 1, 2016
Page 9
Extent of Agreement
This shall constitute the terms and conditions of the Agreement. There are no other understandings or
agreements except as expressly stated herein. Any amendments or changes to these terms and conditions
shall be made in writing and approved by both signatories. It is not the intent of the parties to this
agreement to form a partnership or joint venture. If the basic services covered by this Agreement have
not been completed by March 31, 2017, through no fault of the Architect, extension of the Architect's
services beyond that time shall be compensated as provided in the Hourly Rate Schedule above.
Signatures below by the Architect and Client shall constitute acknowledgment and acceptance of this
Agreement for the proposed Accessible Seating and Concession Stand Improvements at The Diamond.
APPROVED:
Sincerely, Date:
California Architect License: C-29268
Jason Simpson
Assistant City Manager
CITY OF LAKE ELSINORE
CLIENT