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HomeMy WebLinkAboutMEGT INC. - 2012INSURANCE ON FILE WORK PJIAY PROCEED UNTIL INSURANCE EXPIRES K OF COUNCIL N-2012-125 CLER 1 -r 2012 CONSULTANT AGREEMENT DATE= ?, CZ? C - C V THiS AGREEMENT, made and entered into this?_day of September, 2012 by and between GU?Lj.1 MEGT INC., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city L.p-T,n? t and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of landscape architectural services. 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 fi-om 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 provide landscape architectural services for planting areas surrounding the four (4) downtown parking structures located at Third Street and Birch Street; Third Street and Broadway Avenue; Fifth Street and Main Street (420 North Main Street); and Fifth Street and Spurgeon, as further described in the Proposal attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000 during the term of this Agreement. b. Progress payments shall be processed at the 50 % completion of Phase A and 50% at the completion of Phase B of the collective work to be done. Payment by City shall be made within thirty (30) 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 which may reasonably be expected by City. 3_ TERM This Agreement shall commence on the date fu-st written above and terminate on June 30, 2013, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR 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. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which 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, $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 and not contributory 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 provisions of Section 3700 of the 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. 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 in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. 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 It not effect 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 indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to 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 direct or indirect operations of the Consultant or its contractors, subcontractors, 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9_ NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: and Community Development Agency - Gabriela Lomeli City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 7.988 Santa Ana, California 92702 Fax 714- 647-6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Consultant: MEGT Inc. 445 Santa Ana Avenue Newport Beach, CA 92663 Fax 949-722-0875 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant- The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. 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. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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 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: ?? .cam - MARIA D. HUIZAR Clerk of the Council F SANT A P UL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa S orck Assistant City Attorney RECOMMENDED FOR APPROVAL: `??'ta-n c? ??c?c6? Nancy T. Ed ds Interim Execu ve Director Community Development Agency MEGT Inc. Name• K'7YA? Title:?t ??,??, ?>??ff?NEf-t .?}Fi? H`A M/ EXfIIBIT A SCOPE OF SERVICES ® MEgT ARCHITERRA Landscape Architecture MEGT iNC. 445 Santa Ana Avenue. Newport Beach, CA 92663 .714-813-5134 / f. 949-722-0875- megtarc(c?gmail.com May. 30-12 Rev. Sept 24-12 City Of Santa Ana Community Development Agency 20 Civic Center Plaza M25 P.O. Box 1988 Santa Ana, CA 92702 Attn: Gabriela P. Lomeli Redevelopment Project Manager 714-647-5479 Fax 714-647-6549 Email: Glomeli@santa-ana.org RE: Landscape Design Services for City Parking Structures Located at the following Addresses: Structure 1- Third Street 8? Birch Structure 2-Third Street & Broadway Structure 3- 420 North Main Street Structure 4- Fifth Street and Spurgeon Megt Arohiterra is pleased to submit this proposal for the Landscape Architectural Services for the planting areas surrounding the Parking Structures1-4 at above stated locations. Scope of services includes preparation of Landscape Concept Plan, Landscape Construction Plans and City of Santa Ana approval for all planting areas shown on the approved site-plan provided by the client or client's representative, and any additional planting requirements per City of Santa Ana current design guidelines. A. Design Plans 1. Visit the site, and meet with you to go over the design criteria and existing/proposed conditions. 2. Review all City Landscape standards and guidelines relating to the site, and meet with City staff. 3. Acquire existing civil or site plans from city planning department. 4. Provide a concept plan. This plan will communicate the design intent; treatment of spaces, and overall character. 5. Review the concept plans with the City staff to get an over the counter approval. 6. Upon approval of the concept plan, develop and complete the design plan for final presentation to the City. This will also include coorcJination with the Civil Eng. to update the site plan if necessary. B. Construction Documents Upon approval of the concept plan prepare Construction Documents per city's guidelines. All plan to be prepared on cad files. 1. Prepare landscape Irrigation plan for any new or existing planting areas, accompanied with details and spec cations. Landscape Design Proposal City or Santa Ana Parking $Wdure 14 Page-2-of4 2. Prepare landscape planting plan accompanied with details and specifications. 3. Make a one time revision to the plans as needed per review. 4. Submit signed plans to the City in PDF format on a CD and one hard copy set. 5. Upon construction completion review the contractors as built marked up plans, do a final walk through, and provide as built drawings to include a color coded irrigation valve zone chart for city archives and maintenance Department. C. Exclusions to the Scope of Services Client shall provide the following information or services as required for performance of the work. The Consultant assumes no responsibility for the accuracy of such information or services and shall not be liable for errors or omissions therein. Should the Consultant be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. 1. Topography and boundary and existing condition survey plans. 2. Existing site engineering and utility base information. 3. Site grading and drainage plans by a civil eng. 4. Site lighting electrical calculations and circuitry. 5. Soils engineering, soils testing for environmental contamination, Geotechnical, Electrical or Mechanical consultant services, if required. 6. Soil samples to determine agricultural suitability. 7. Preparation of as-built drawings. 8. Building department permits and fees. D. Fees and Payments for Professional Services 1. Fees for Professional Services shall be billed as percentage of completion of work: 50% upon Completion of Phase A - 50% upon Completion of Phase B- 2. Accounts are payable net thirty (30) days from date of invoice. Structure 1-Third Street 8 Birch $ 6,500.00 Structure 2-Third Street 8 Broadway $ 6,500.00 Structure 3- 420 North Main Street $ 3,500.00 Structure 4- Fifth Street and Spurgeon $ 8,500.00 Total $25,000.00 E. Reimbursable Expenses Reimbursable expenses inGuded in the above fee are: Cost of copies of drawings; xerography and photographic reproduction of drawings as needed by the consultant to present and prepare work described in Section A and B. F. Terma and Conditions 1. Ownership of documents Drawings and documents as instruments of service are, and shall remain the property of the Consultant whether the project for which they are made is executed or not. One reproducible set of final documents and any interim documents requested by the Client will be furnished to the Client upon request and billed as a normal reimbursable expense. Original drawings and other documents, as instruments of service, are the property of the Consultant. None of them are to be used on other projects except by written agreement of the Consultant and with appropriate compensation to be negotiated. The Consultant shall have the right -2- Landscape Design Proposal City of Santa Ana Parking Structure 1-4 Page-3-of4 to copy all final colored documents in slide and print format. Concepts and plans not used by the Client on this project shall remain the property of the Consultant. Credits /Acknowledgments The Consultant shall be given proper credit and acknowledgements for all services incuding, but not limited to planning, design and implementation. Proper credit shall be defined as being named by the Client or their agent /Client in such media as project identification boards, published articles or promotional brochures and interviews and press releases to newspapers, professional journals and other similar publications. Arbitration a. Any controversy or claim arising out of or relating to the formation, interpretation, application, enforceability, or breach of the Agreement, including disputes as to which person or entities may be liable hereunder, shall be settled by arbitration in California in accordance with rules of procedure of the American Arbitration Association. The judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to recover arbitration costs and reasonable attorney's fees, as determined by the arbitrator(s), in addition to any other relief available. b. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 4. Termination It is understood that these services may be terminated upon ten (10) days written notice for good reason by either party. In this event, the Consultant shall be compensated for all services performed to termination date at the rates set forth above, together with reimbursable expenses then due. 5. Successor and Assigns It is mutually understood and agreed that this Contract Agreement shall be binding upon the Client and its successors and assigns and upon the Consultant, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other parry. G. Additional Services Biding and negotiation Construction Observation Additional Services shall be provided on a time basis computed as follows: Time Charges Marjaneh Afkhami Assistants Hourly Rates $ 90/ Hr. $65-$ 75/ Hr. The hourly rates above are subject to change on December 31 of the calendar year. Additional Services inGude but are not limited to: Work requested and or authorized by the Client not defined in the Scope of Services or revisions and changes in approved drawings and the preparation of alternatives or deductive change orders requested by the Client. Preparation of as-built drawings or of measured drawings or existing conditions. Additional work performed due to lack of performance, default, insolvency, errors and/or omissions by either other consultants or contractors retained by the Client and due to no fault the Consultant. Prepare revised plans or change orders due to delays in construction as a result of natural disasters, extended poor weather conditions or contractor Performance. -3- Landscape Design Proposal City of Santa Ana Parking Structure 14 Page-4-of4 5. Production of camera ready artwork for marketing or advertising purposes. 6. Revisions to plans as a result of Client management change in project ownership or the extension of the schedule. 7. Models, special renderings, promotional photography, special printing, special equipment, special printed reports or publications, maps, and documents requested by the Client. 8. Site mock ups of landscape elements. We believe the above reflects your understanding of our involvement on this project and we are pleased to clarify any issue herein. If this proposal meets your agreement please sign a copy and return to our office to commence work. Gabriela , we appreciate this opportunity and look forward to working on this project. Sincerely, ?1?? Marjaneh Afkhamt Landscape Architect CA 3953 Approved By: Date: -4- ® MEgT ARCHITERRA Landscape Architecture 445 Santa Ana Avenue. Newport Beach, CA 92663 .7'14-8'13-8134 / f. 949-722-0875- megtarc@gmail.com May. 30-12 Rev. Sept 24-12 City Of Santa Ana Community Development Agency 20 Civic Center Plaza M25 P.O. Box 1988 Santa Ana, CA 92702 Attn: Gabriela P. Lomeli Redevelopment Project Manager 714-647-5479 Fax 714-647-6549 Email: Glomeli@santa-ana.org RE: Landscape Design Services for City Parking Structures Located at the following Addresses: Structure 1-Third Street & Birch Structure 2-Third Street & Broadway Structure 3- 420 North Main Street Structure 4- Fifth Street and Spurgeon Megt Architerra is pleased to submit this proposal for the Landscape Architectural Services for the planting areas surrounding the Parking Structures1-4 at above stated locations. Scope of services includes preparation of Landscape Concept Plan, Landscape Construction Plans and City of Santa Ana approval for all planting areas shown on the approved site-plan provided by the client or client's representative, and any additional planting requirements per City of Santa Ana current design guidelines. A. Design Plans 1. Visit the site, and meet with you to go over the design criteria and existing/proposed conditions. 2. Review all City Landscape standards and guidelines relating to the site, and meet with City staff. 3. Acquire existing civil or site plans from city planning department. 4. Provide a concept plan. This plan will communicate the design intent; treatment of spaces, and overall character. 5. Review the concept plans with the City staff to get an over the counter approval. 6. Upon approval of the concept plan, develop and complete the design plan for final presentation to the City. This will also include coordination with the Civil Eng. to update the site plan if necessary. B. Construction Documents Upon approval of the concept plan prepare Construction Documents per city's guidelines. All plan to be prepared on cad files. 1 . Prepare landscape Irrigation plan for any new or existing planting areas, accompanied with details and specifications. 2. Prepare landscape planting plan accompanied with details and specifications. Exhibit A Landscape Design Proposal City of Santa Ana Parking Structure 1-4 Page-2-of4 Make a one time revision to the plans as needed per review. Submit signed plans to the City in PDF format on a CD and one hard copy set. Upon construction completion review the contractors as built marked up plans, do a final walk through, and provide as built drawings to include a color coded irrigation valve zone chart for city archives and maintenance Department. C. Exclusions to the Scope of Services Client shall provide the following information or services as required for performance of the work. The Consultant assumes no responsibility for the accuracy of such information or services and shall not be liable for errors or omissions therein. Should the Consultant be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. 1. Topography and boundary and existing condition survey plans. 2. Existing site engineering and utility base information. 3. Site grading and drainage plans by a civil eng. 4. Site lighting electrical calculations and circuitry. 5. Soils engineering, soils testing for environmental contamination, Geotechnical, Electrical or Mechanical consultant services, if required. 6. Soil samples to determine agricultural suitability. 7. Preparation of as-built drawings. 8. Building department permits and fees. D. Fees and Payments for Professional Services 1 . Fees for Professional Services shall be billed as percentage of completion of work: 50% upon Completion of Phase A - 50%upon Completion of Phase B- 2. Accounts are payable net thirty (30) days from date of invoice. Structure 1-Third Street & Birch $ 6,500.00 Structure 2-Third Street & Broadway $ 6,500.00 Structure 3- 420 North Main Street $ 3,500.00 Structure 4- Fifth Street and Spurgeon $ 8,500.00 Total $25,000.00 E. Reimbursable Expenses Reimbursable expenses included in the above fee are: Cost of copies of drawings; xerography and photographic reproduction of drawings as needed by the consultant to present and prepare work described in Section A and B. F. Terms and Conditions 1. Ownership of documents Drawings and documents as instruments of service are, and shall remain the property of the Consultant whether the project for which they are made is executed or not. One reproducible set of final documents and any interim documents requested by the Client will be furnished to the Client upon request and billed as a normal reimbursable expense. Original drawings and other documents, as instruments of service, are the property of the Consultant. None of them are to be used on other projects except by written agreement of the Consultant and with appropriate compensation to be negotiated. The Consultant shall have the right to copy all final colored documents in slide and print format. Concepts and plans not used by the Client on this project shall remain the property of the Consultant. - 2 - Exhibit A Landscape Design Proposal City of Santa Ana Parking Structure 1-4 Page-3-of4 2. Credits /Acknowledgments The Consultant shall be given proper credit and acknowledgements for all services including, but not limited to planning, design and implementation. Proper credit shall be defined as being named by the Client or their agent /Client in such media as project identification boards, published articles or promotional brochures and interviews and press releases to newspapers, professional journals and other similar publications. 3. Arbitration a. Any controversy or claim arising out of or relating to the formation, interpretation, application, enforceability, or breach of the Agreement, including disputes as to which person or entities may be liable hereunder, shall be settled by arbitration in California in accordance with rules of procedure of the American Arbitration Association. The judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to recover arbitration costs and reasonable attorney's fees, as determined by the arbitrator(s), in addition to any other relief available. b. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. c. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 4. Termination It is understood that these services may be terminated upon ten (10) days written notice for good reason by either party. In this event, the Consultant shall be compensated for all services performed to termination date at the rates set forth above, together with reimbursable expenses then due. 5. Successor and Assigns It is mutually understood and agreed that this Contract Agreement shall be binding upon the Client and its successors and assigns and upon the Consultant, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. G. Additional Services Biding and negotiation Construction Observation Additional Services shall be provided on a time basis computed as follows: Time Charges Marjaneh Afkhami Assistants Hourly Rates $ 90/ Hr. $65-$ 75/ Hr. The hourly rates above are subject to change on December 31 of the calendar year. Additional Services include but are not limited to: 1. Work requested and or authorized by the Client not defined in the Scope of Services or revisions and changes in approved drawings and the preparation of alternatives or deductive change orders requested by the Client. 2. Preparation of as-built drawings or of measured drawings or existing conditions. 3. Additional work performed due to lack of performance, default, insolvency, errors and/or omissions by either other consultants or contractors retained by the Client and due to no fault the Consultant. 4. Prepare revised plans or change orders due to delays in construction as a result of natural disasters, extended poor weather conditions or contractor performance. 5. Production of camera ready artwork for marketing or advertising purposes. 6. Revisions to plans as a result of Client management change in project ownership or the extension of the schedule. -3- Exhibit A Landscape Design Proposal City of San[a Ana Parking Structure 7-4 Page-4-of4 7. Models, special renderings, promotional photography, special printing, special equipment, special printed reports or publications, maps, and documents requested by the Client. 8. Site mock ups of landscape elements. We believe the above reflects your understanding of our involvement on this project and we are pleased to clarify any issue herein. If this proposal meets your agreement please sign a copy and return to our office to commence work. Gabriela , we appreciate this opportunity and look forward to working on this project. Sincerely, Marjaneh Afkhami Approved By: Landscape Architect CA 3953 Date: - 4 - Exhibit A l?1 MEGTI-1 OP ID: FC °?O' CERTIFICATE OF LIABILITY INSURANCE ?TEIMIdIDdYWn 08/11/12 THIS CERTIFICATE IS 188UED A3 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEOATfVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THEPOLICIES BELOW. THIS CERTIFICATE OF INSURANCE bOE3 NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the ce17111cate holder Is an ADDITIONAL INSURED, the poilcy(lee) must be endorsed. H SUBROGATION ES WAIVED, subJect to the terms and Dondltlona of the policy, Cerlaln policies may require an andorsemenL A statement on this certificate does not confer rights to the PRODUCER CONTACT Naha! Insurance Services Inc. 3i0-282-0900 NAUe, Francine Cox 310-282-0978 P ° 310-282-0903 465 S. BevaNy Dnve, R20(f - 3i0-282-0976 Beverly Hills, CA 80212 E-r°'?L . fran^ine nahai.a?am Kamran Nahai INSUR@W. 9 AFFORDING COVERAGE NgIC i ' wBURERA: Ga1::B:', a le Insurance Cor 10836 INSVRED MEGT, Inc wa URER B: - Dba: MEGT Architerra wsuRERC, ' -446 Santa Ana Avenue Newport Beach, CA 82683 wsuRER D: COVERAGES CERTIFICATE NUMBER: _ __ _ REVISION NUMBER THIS IS TO CERTIFY THAT THE FOLIGIE3 OF INSURANCE LIST£D BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWRHSTANOINO ANY RE(JUIREMENT, TERM O:: COND)TION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESIIECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORbEb BY THE POLtC1E3 DESCRIBED HEREIN fS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAMS , . ILTq TYPH OPINBURAHCE POLICY NUMBER IJMR9 GENERAL LIABILITY - EACH OCCVRRENCE 8 1.000,00 A X COMIAERCIAL GENERAL LIAHRITY X 1070162 08/11/12 09!71/13 A E Ea ? S 100,00 CLAIM8-MADE O OCCUR MEO EXP acre son $ 5,00 X $O Deductible PERBONAL6ADV INJURY ? 1,000,00 GENERAL AGGREGATE S 1.000,00 GEML AGGREGATE LIMT APPLIES PER: PRODUCTS-GORIP/OP AOG S 1,000,00 POLJCY P O. LOC S AUTOMOBILE LIABILITY a LI { ?? 1.000,00 A ANY AUTO 070162 09/11/12 08/11!73 BODILY INJURY (Pw poraon) S ALL OWNED AUTOa SCHEDULED AUTOS BODILY INJURY (Per aCCWeM) a X HIRED AUTOS X AUT gWNED ally E a UaeRELLA UAB OCCUR TO 'F`pRL EACH OCCURRENCE S EXCESS LIAR CLNIAS-INAOE O<' ^^ ?? Fjv _..... - AGGREGATE S V App ?-.?- ? ? OED RETEN O S . WOAI[ERB CONfPEN8AT10N WC BTATU- OTH- AND EMPLOYER8' LIABILITY Y/N OR ECUTNE ? P ? ST E FFICE R/ MEMBER EXCLUOE D'1 O N!A " LysA tt rnCY EL EACH ACCIDENT S (M andaloryln NH) L (,ilt?/ A Assistant / EL. OIBEAeE - EA EMPLOYEE L W OEB?R P O OF OPE T O S be E. L. DISEASE-POLICY LI/AIT S DESCRIPTION OP OPERATIONS / LOQATIONe/ VEHK:LH8 (ASaoh ACORD t01, AdWllonsl Remerke Schedule, 1/more spa ca M roqulrotl) CERTIFICATE HOLDER 28 NAt4$D AS ADDITIONAL ENSURED AS RESPECTS OPERATIONS OF THE NAtdED SN$VEtED ® 448 SANTA ANA AVEr NETJPORT HEACH?CA. ST7BJ8CT TO POLSCY TERidS, CONDSSTON$ & EXCLUSIONS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE OANCELLED BEFORC THE CITY OF SANTA ANA THE EXP]RATION OA7E THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. iT8 OFFICERS,EMPLOYEES,AGENTS, VOLUNTEERS & REPRESENTATIVES AUTHORIZED REPRESENTAT4VE 20 CIVIC CENTER PLAZA _ S? SANTA ANA, CA 92701 1? ®1688-2010 ACORD CORPORATION. Ail rights reserved. ACORD 25 (2010/06) ? The ACORD name and logo are registered marks of ACORO - ?1 MEOT!-7 OP ID: f ACORa' Dare iMM,ODJYYYY) ?,..? CERTIFICATE OF LIABILITY INSURANCE osi11l12 THIS CERTIFICATE 13 ISSUED A3 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE .HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOE8 NOT CON8TITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: ?If the certificate holder Ia an ADD17iONA1 INSURED, the pollcy(fas) must be entloraed. If SUBROGATION IS WAIVED, aubJect to the terms and conditions of the policy, certain pollcles may, require an endorsement. A statement on thla cerli(Icate dose not confer rights to the certifiaate holder in Ileu of suah endorsements . PRODUCER 310-282-0800 Nahel Insurance Services Ina. NAME: Francine Cox 466 3. Bever Drive #20d 310-282-0976 .310-282-0900 Baveri HIIIstyCA 90!112 ac No • 310-282-0976 • franclne nahai.com Kamran Nahaf IN9URH0 Archtterra ,na Avenue aoh, CA 92683 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS .TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISS',.!.O TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOb INDICATED. NOTWITHSTANDING ANY REQUIREMENT,. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AF FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. OMITS SHOWN M.AY HAVE BEEN REDUCED BY PAIb CLAIMS. L R TYPE OF INSURANCE POLICY NUMBER IA M/OD/YIIY MM1UDD/YYYPII LIMITS GENERAL LUU3IUTY EACH OCCURRENCE 9 COMMERCIAL GENERAL LVVIILITY $ CLAIMS-MADC- O OCCUR - MED EXP one Hereon) $ - PERSONAL B ADV INJURY i GENERAL AGGREGATE i GEN'L AGGREGATE LIMIT APPLIES PER' PROOVCTS-COMPfOP AGO $ POLICY PR LOC ? $ gUT OMOBIU? LIABILITY r? ? ,1 ANY AUTO ALL OWNE kyD BODILY INJURY (Pe! pelaorl) $ D AUT SCHEOVLED V BODILY INJURY ltl P 08 AUTOS / ? er ecc ( enU S HIRED AUTOS NA?O-0SV/NED ?( ?/ 4 , ?/ RG RA PER OE S ? ? ' ? ey P ml S f ?O S UMBRELLA LIAa OCCUR ? ngy G? EACH OCCURRENCE S E%Ce9a LWB CLAIMS-A1ADE ta c S?S AOCIREOATE 5 ? P ED RETEMI $ WORKERS COMPENSATION WC STATU- 0TH- - AND EMPLOYERS' UABILAY Y)N ANY PROPRIETOR/PARTNER,FXECVTNE OFFICER/ME)ABER EXCLUDED? O NIA E.L. EACH ACCIDENT S (Myyendslery In NH) U E.1. D13 EASE-EA EMPLOYE S E8 RIO FOP TION6 L. DI9 EASE-POLICY LU.eT i q Profesalonal Llab 03 D78239 09!11 /1^ 09!11!13 Gen Aggre 1,000,00 O Deductible Ea Claim 1,000,OD DEBCRWTION OP OPBRATIONe/LOCATIONS/VEHICLES (A11eUl ACORD tat, AdelUOnel Remarks 8eheaWe, Ir mote space brsgolrod) - CERTISICATE HOLDER IS NAMED A3 ADDITSONAL INSURED AS RESPECTS OPERATIONS OS THE NAMED ZNSIIRED ® 445 SANTA ANA AVB, NEWPORT HEACH,CA. SUBJECT TO POLICY TERMS, COND2ITON8 S BXCLU8ION8. L:olc I n-IL:Ja I t rivLUe CANCELLATI N - ? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 6EPORE THE CITY OF SANTA ANA THE EXPIRATION DATE: THEREOF, NOTICE WILL BE OELIVEREb IN ACCORDANCC WITH THE POLICY PROVI910N3. ? ITS OFFICERS,EMPLOYEES,AOENTS, VOLUNTEERS 8, REPRESENTATIVES AV THORD:ED REPRESEKTATVH 2D CIVIC CENTER PLAZA ` C? _, SANTA ANA, CA 82701 ? l?_ _ ®1988-2010 ACORD CORPORATION. All rlBhta reaervetl. ACORD Zs (2010/DB) The ACORD name and logo are reglate rod marks of ACCRD ENDORSEMENT NO. 3 ADDITIONAL INSUREDS/CO-DEFENDANTS This Endorsement, effective at 12:01 a.m. on 09/11/2012, forms part. of Policy No. 0307-8239 Issued to MEGT INC. DBA MEGT Architerra Issued by Darwin Select Insurance Company In consideration of the premium charged, it is hereby agreed that coverage under this Policy shall be extended to include Claims against the following persons or entitles: City of Santa Ana hereinafter referred to as °Additional Insureds°, provided however, that any such Claim: (1) is made and continuously maintained against at least one Insured, other than an Additional Insured, and (2) arises out of Professional Services performed on behalf of the Named Insured or any Subsidiary, and otherwise covered under this Policy. The coverage provided by this Endorsement is exr_ess of, and shall not contribute with, any other applicable insurance plan, policy or program of self-insurance csrr!?;i oy or applicable to a person or entity listed above. All other terms, conditions and limitations of this Policy shall remain unchanged. %?? Authorized Representative o ?d?? ps ? O?? ? ??R P?OP? o rey t.\y t 11G?C`J s ' Asslstar .,1 v1875 (3/2008)