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HomeMy WebLinkAboutMS+MEGTINSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: 3 -xI-.,wxcj C7 � P wc, t21 w, I 9GI ve7,4s PROFESSIONAL SERVICES AGREEMENT LANDSCAPE ARCHITECTURE N-2020-058 THIS AGREEMENT is made and entered into this 3rd day of March, 2020 by and between >, MS+MEGT ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation C_ organized and existing under the Constitution and laws of the State of California ("City"). C RECITALS O© A. The City desires to retain a consultant having special skill and knowledge in the field of landscape architecture. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the services that are described in the Scope of Work, which is attached as Exhibit A and incorporated in full. The services shall be delivered per the Schedule of Services as described in Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit C. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed Forty Nine Thousand Nine Hundred Fifty Dollars ($49,950.00). This sum is comprised of (1) the base amount of $37,050 and (2) a contingency in the amount of $12,900 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on March 2, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to one 1-year period upon a writing executed by the City Manager- and City Attorney. Page 1 of 8 4. 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. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive 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 Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: Page 2 of 8 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Page 3 of 8 indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harness the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the 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 under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 7 of 8 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: /,'Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: ,y I M. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL kC% A [.. Nabil Saba Acting Executive Director Public Works Agency CITY OF SANTA ANA KTUSTINE RIDGE City Manager t VnWQT TT T A HTT Page 8 of 8 Exhibit A February 26, 2020 MS + MEGT Landscape Architecture I Urban Design I Land Planning 305 North Coast Hwy Suite T Laguna Beach CA 92651 T: 949.375.2523 Scope of Work Edwin "William" Galvez, P.E., City Engineer Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Subject: City Wide Median Planter Landscape Plans Dear Mr. Galvez: We are pleased to submit this proposal for Professional Services in connection with the project referenced above. This Agreement is by and between MS+MEGT (MSMEGT) a California corporation, and The City of Santa Ana, ("City") Santa Ana, CA. MSMEGT shall provide professional services on the project referenced above, which may be generally described as 560,000 square feet of landscape concepts and design of median planter areas on eighteen different City streets. The attached map (Reference 1) provided by the City shows the primary location of median planter corridors to focus the landscape efforts. A listing (Reference 2) of the same median planter locations is also provided which contains approximate square footage in each corridor. MSMEGT acknowledges the following: The overall construction budget for an initial landscaping phase is $2M to $2.5M, and developing scalable concepts would therefore allow for subsequent construction phases. Moreover, MSMEGT also understands the city's goal which is to improve the aesthetic appearance of arterial corridors, citywide, in particular the ones with medians where the landscaping has withered due to drought conditions and changes in water use for irrigation. a. Primary corridors have been selected. b. City wishes to receive recommended planting palettes and sufficiently necessary details to enhance aesthetics, considering that landscaping schemes will be installed at challenging locations (tree roots, steep slopes, inadequate irrigation, etc) c. Certain factors will be kept in mind such as embracing water wise plants, native plant material, ease of maintenance, visibility and safety, etc. City of Santa Ana February 26, 2020 City Median Landscape Plans Page 2 The idea is to come up with a menu of planter schemes/improvements recommended for corridor and/or zone groupings, each with a probable cost. City staff will use the information to assign work orders based in CM input for the selected improvement and locations upon City Council authorization. The greatest challenge lies in the timeframe the city has which is to substantially complete the initial phase of all landscaping June 30, 2020. SCOPE OF SERVICES MS+MEGT shall provide Design to Build Plans as later described for the following scope items: 1. Site Visit(s) and meet with client team to review existing conditions. 2. Prepare landscape concept with plant image boards, existing photographs, and plant concepts. 3. layout alternatives for each typical landscape condition and each street. 4. Prepare schematic planting plans with plant list, sizes, notes, spacing, planting details for pricing by contractors. 5. Prepare graphics package outlining the goals and objectives, and staff presentation to City Council. 6. Irrigation nozzle/head adjustment, legend and notes for retrofitting and correction, if needed. 7. Coordinate work with Client and team. 8. Construction coordination. a. Design and Construction Coordination meetings (6) The following items are excluded and noted: 1. Existing irrigation system shall be maintained. 2. The existing grade and median cross section shall be maintained. PROCEDURE A. TASK 1: Schematic Design (85% Concept Landscape Plans) MSMEGT shall prepare schematic design drawings defining the general concept of landscape architectural design and development and a budgetary or rough estimate of probable construction cost forthat scope of work which is based upon the concept. These schematic designs shall be completed to an 85% development of final concepts plans. These schematic plans and rough estimate of probable construction cost shall be the basis for pricing from contractors and presentation to City Council. City of Santa Ana February 26, 2020 City Median Landscape Plans Page 3 B. Task 2: Schematic Design - Build Plans (100%Concept Landscape Plans) MSMEGT shall finalize the schematic design plans and preliminary estimate of probable construction cost. The final schematic plans will define the character and essentials of the project, including selection of materials, typical cross sections, final plant list, notes and planting details, irrigation adjustment details and notes. A package for each contractor, up to three (3) shall be prepared for the City to provide to the construction contractor(s) to complete the work. C. Task 3: Construction Observation 1. MSMEGT shall review plant submittals by the contractors and make recommendations if needed. 2. MSMEGT shall make periodic visits to the site to review progress and quality of construction and to determine in general if the construction is proceeding in accordance with the design intent and City's expectations. On the basis of its observations while at the site, MSMEGT will keep the City informed of the progress of construction. MSMEGT may recommend to City the rejection of work failing to conform to industry standards, and recommend to City adjustments in the contract work. 3. MSMEGT may suggest necessary corrections and adjustments due to unforeseen site conditions. 4. MSMEGT shall perform an Irrigation walk through to make sure the system provides proper coverage. 5. MSMEGT shall recommend revisions to contract change orders only with prior approval of the City. 6. MSMEGT shall endeavor to secure compliance by the contractor to the Design - Build plans. MSMEGT shall not be responsible for construction means, methods, techniques, sequences or procedures, orjob--- site safety, in connection with the work. MSMEGT shall not be responsible for the contractor's errors or omissions, or failure to carry out the work in accordance with the contract documents. DESIGN APPROVAL The Executive Public Works Director or designee (City Engineer) shall be responsible for design direction to MSMEGT for this project and has the authority for design approval. In the event that the design, as approved by above individuals is rejected and re -design is required, such re -design services shall be compensated as Additional Services. EXCLUSIONS TO SCOPE OF SERVICES AND ADDITIONAL SERVICES City of Santa Ana February 26, 2020 City Median Landscape Plans Page 4 Additional Services include but are not limited to: a) Complete Irrigation re -designs or drip conversion details. b) Work requested and/or authorized by the City not defined in the 'Scope of Work' or revisions and changes to City approved drawings and the preparation of alternatives or change orders requested by the City. c) Topographic and boundary surveys, soils testing/reports and/or engineering of any kind. d) Models, special renderings, promotional photography, special printing, special equipment, special printed reports or publication, maps, and documents requested by the City. e) Additional meetings shall be billed as Additional Services. The Client will be responsible for the following items: • Providing copies of available plans and existing documentation on file. • Acting as a liaison with the appropriate decision making bodies, as necessary. • Services of an Arborist if needed. • Engineering of any site features. City of Santa Ana Key Map Primary Median Corridors Reference 1 N 1 o.o=G1.0 Miles Reference 2 Summary of Median Planters Corridors East-West Corridors (north to south) ❑ Memory Ln (Bristol St to Flower St-0.11 miles) — 2 Planters-(6,936 sf) ❑ Westminster Ave/17th St (ECL to WCL —1.6 miles) — 33 Planters-(101,676 sf) ❑ First St (ECL to WCL —1.3 miles) — 24 Planters-(85,409 sf) ❑ Mcfadden Ave (Newhope St to Harbor Blvd —0.14 miles)-3 Planters-(8,724 sf) ❑ Edinger Ave (Bristol St to ECL— 0.75 miles) — 26 Planters-(44,548 sf) ❑ Warner Ave (Fairview St to Bristol St, SR55 to Red Hill Ave —0.65 miles) —12 Planters-(38,572 sf) ❑ Segerstrom Ave/Dyer Rd (Fairview St to ECL-1.3 miles) — 29 Planters-(69,860 sf) ❑ MacArthur Blvd (Fairview St to ECL —0.86 miles) —17 Planters-(48,100 sf) North -South Corridors (west to east) ❑ Harbor Blvd (MacArthur Blvd to Warner Ave, SCL to 17th St —1.1 miles) — 19 Planters-(68,248 sf) ❑ Fairview St (Segerstrom Ave to Mcfadden Ave —0.55 miles) — 8 Planters-(33,346 sf) ❑ Bristol St (SCL to Macfadden Ave,17th St to Memory Ln — 0.55 miles) —11 Planters-(35,190 sf) ❑ Main St (McArthur Blvd to Dyer Rd, Warner Ave to Mcfadden, Memory Ln to NCL —0.21 miles) —4 Planters-(16,292 sf) ❑ Grand Ave (First St to Santa Clara Ave —0.10 miles) — 3 Planters-(5,876 sf) City of Santa Ana February 26, 2020 Exhibit B City Median Landscape Plans Page 5 Schedule of Services The following timetable is provided based on City issuance of a Notice to Proceed on 03/03/2020. Milestone Start Complete Task 1 NTP 3 Weeks 3 weeks from Notice to Proceed Est. 03/03/2020 Est 03/24/2020 Task 2 Est. 03/31/2020 Est 04/21/2020 3 weeks following contractor pricing Task 04/21/2020 End of Construction Concurrent with Construction Exhibit C Compensation FEES City of Santa Ana February 26, 2020 City Median Landscape Plans Page 6 Services described above shall be provided on an hourly basis, not including reimbursable costs. The total fee for these services will not exceed $37,050.00 - Thirty Seven Thousand and Fifty Dollars without further authorization. The fees are based on the Fee Schedule to this agreement (Attachment 2). Reimbursable costs such as xerox and reprographics are included in the fee above. Principal Designer Staff @ @ $/Hr @ $/Hr $/Hr $150 $110 $85 Total Hrs Subtotal Fee Task 1:85%Concept Landscape Plans (3 Weeks) Project Kick Off/Review Background Info 4 2 6 $820 Site Visits to record existing conditions 6 10 10 26 $2,850 Gather and Prepare Base Material 6 2 16 24 $2,480 2 Meetings with City to coordinate work 6 4 10 $1,340 Prep Design Build Concept Plans (for Council) 3 large Streets 6 20 26 $3,100 8 Medium Streets 12 24 36 $4,440 7 Small Streets 4 18 22 $2,580 Prepare Plant Image Sheets 2 6 16 24 $2,320 Prepare Plant List and spacing Legend 1 2 6 9 $880 Submit 85% Package for Council 4 4 8 $940 Prepare Conceptual Cost Opinion 2 16 18 $2,060 Subtotal 53 104 52 209 $23,810 Task 2:100% Concept Landscape Plans (3 Weeks) Refine and Complete Concept Plans 6 8 24 38 $3,820 Site Visit to confirm Planting Conditions 4 4 8 $1,040 Complete Planting Details 2 8 10 $900 Package Plan Details for 3 Contractors 4 2 16 22 $2,180 Subtotal 14 16 48 78 $7,940 Task 3: Construction Coordination (Concurrent with Construction) Answer RFI/Questions 2 8 10 $1,180 Review Substitutions/alternates 2 14 16 $1,840 Attend up to six site visits 2 18 20 $2,280 Subtotal 8 48 0 56 $5,300 Grand Total Man-hours and Fee Grand Total Fee City of Santa Ana February 26, 2020 City Median Landscape Plans Page 7 75 168 100 343 $37,050 $11,250 $18,480 $8,500 $38,230 Tasks 1 & 2 $31,750 Task 3 $5,300 $37,050 City shall issue a Notice to Proceed for Tasks 1 and 2, and thereafter City will separately issue a Notice to Proceed for Task 3. MS + MEGT maintains Professional Liability coverage for its work and is licensed in the State of California under Landscape Architecture License # 3835. We would be pleased to answer questions you may have or to clarify the various points above. We look forward to working with you on this project. Sincerely yours, 7 EGT Monica L i2ps n Principal, "A'I 'i ent Landscape Architect, CA License #3835 Hourly Rates: Monica Simpson, Principal $ 150/hr Marjaneh Afkhami, Principal $ 120/hr Designer / Associate $ 90-110/hr Drafting / Staff $ 75-90/hr