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HomeMy WebLinkAboutGENSLER, INC. INSURANCE ON FILE WORT(MAY PROCEED UNTIE INSURANCE EXPIRESal A_2026-132 CITY CLERK 1 DATEOCj 0 7 2026 AGREEMENT WITH GENSLER INC. FOR ARCHITECTURAL DESIGN AND CONSTRUCTION ADMINISTRATION SERVICES THIS AGREEMENT is made and entered into on this 15th day of September,2026 by and between Gensler, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of architectural design and construction administration services, specific to City's Bike Center Project. B. Consultant was previously retained by City to provide architectural design and construction administration services for the Bike Center Project under Agreement A-2018-201. Consultant provided a completed design, but the Project did not proceed due to lack of available funding. C. City has identified and secured alternative funding for the Bike Center Project. Due to timing, the previously prepared design documents will need to be updated to comply with 2025 California Building Standards Code. D. Selection of Consultant for this task avoids the additional cost and time to complete new plans, as Consultant can update their prior designs to meet current Code. As required by the Santa Ana Municipal Code, the purchasing manager has approved an exception to process to award the instant Agreement to Consultant. E. 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 tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed 5107,600, including any extension Page I of 15 EXHIBIT 1 periods, b. Payment by City shall be made within forty-rive (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment .Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments .directly into Consultant's account(s) with financial institutions. 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 September 15, 2026, for a one (1) year term with the option for the City to grant up to a four(4),one-year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. 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 S, 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 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-employce 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, Page 2 of 15 EXHIBIT t 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 Insurance requirements attached hereto as Exhibit B and incorporated by reference. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,contractors, special counsel,and representatives fiom 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, its subconsultants, agents, employees, or other persons acting on its 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 casts 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.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 out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 3 of 15 EXHIBIT 1 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 raider 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. 11. 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(c) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE a. The recipient or subrecipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts.No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the recipient or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from Consultants. However, the recipient or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The recipient's or Page 4 of 15 EXHIBIT 1 subrecipient`s standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents,or board members. b. If the recipient or subrecipient has a parent, affiliate, or subsidiary organization that is not a State, local government, or Indian Tribe, the recipient or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest mean that because of relationships with a parent company,affiliate,or subsidiary organization,the recipient or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization, c. 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. d. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. e. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution f The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to,identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. g. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (d)and (e) above. 13. NON-DISCRIMINATION Page 5 of 15 EXHIBIT 1 Consultant shall not discriminate because of race,color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided 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. 14. 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 or 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 is not embodied herein, 15. 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 mill 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. 16. 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(s) 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. 17. WAIVER Page 6 of 15 EXHIBIT t No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy.No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. 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. 19. 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. 20. FEDERAL REGULATIONS Gensler shall comply with all applicable contractual provisions required by the United States Office of Management and Budget(OMB), as set for the in 2 CRF Part 200,whether or not expressly set forth in this document, including but not limited to those provisions set forth below. Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes,shall control in determining any obligations tinder federal .law in the event of a conflict with any terms, language or provisions contained in this Agreement. Gensler shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause City to be in violation of the federal terms and conditions. a. Federal Regulations—Recipient must comply with the government cost principles,uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations. b. Debarment and Suspension— As required by Executive Orders 12549 and 12689, and 2 CPR §200.214 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government, C. Audit Records—With respect to all matters covered by this agreement all records shall be ]Page 7 of 15 I EXHIBIT 1 made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three(3)years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled,whichever is later,Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period,Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports—Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. C. Section 504 of the Rehabilitation Act of 1973 (Handicapped)— All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination,including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or Successors. f; Americans with Disabilities Act of 1990 — (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity—None of the funds, materials,property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to fizrther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying — Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment(31 U.S.C. 1352,et seq.),and agrees that none of the fiinds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-Discrimination and Equal Opportunity —Recipient will comply,and all its contractors (or subrecipients)will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 1I of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as Page Sof15 i i i EXHIBIT 1 amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Sel vice Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient snakes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b)in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity Recipient will comply, and all its contractors (or subrecipients)will comply,with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code-- Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland "Anti-Kickback" Act -- Recipient will comply, and all its contractors (or subrecipients)will comply,with all requirements of the Copeland"Anti-Kickback"Act(40 U.S.C. 3.145)as supplemented in Department of Labor regulations(29 CFR Part 3), as applicable, M. Davis-Bacon Act— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety —Recipient will comply, and all its contractors (or subrecipients) will comply,with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act — I. The Consultant agrees to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act, as amended,42 U.S.C. § 7401 et seq. 2. The Consultant agrees to report each violation to CITY and understands and agrees that the CITY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Consultant agrees to include these requirements in each subcontract exceeding Page 9 of 15 EXHIBIT 1 $150,000 financed in whole or in part with Federal assistance provided by FEMA. P. Energy and Conservation —Recipient will comply,and all its contractors(or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal — Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process,product,invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§401 and any other implementing regulations, as applicable. S. Copyright — Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preset vation of these rights. t. Equal Employment in Construction Contracts — Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the Consultant agrees as follows: (1) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin, The Consultant will take.-affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race,color,religion,sex,sexual orientation,gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided setting forth the provisions of this nondiscrimination clause. Page 10 of 15 EXHIBIT 1 (2) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as apart of such,employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information, (4) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers'representatives of the Consultant's commitments under this section,and shall post copies of the notice = in conspicuous places available to employees and applicants for employment, (5) The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by rules,regulations,and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations, and orders. (7) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions maybe imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor,or as otherwise provided by law. (8) The Consultant will include the portion of the sentence immediately preceding paragraph(1)and the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary Page 11 of 15 EXHIBIT 1 of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subconsultant or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions,including sanctions for noncompliance. U. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment—Recipient will comply, and all its contractors (or subrecipients)will comply,with all requirements under Uniform Guidance 2 CFR §200.216. Recipient will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant fitnds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract(or extend or renew a contract)to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). (2) For the purpose of public safety,security of government facilities,physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation,Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services produced by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretaiy of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to,the government of a covered foreign country. V. Domestic Preferences for Procurements/Subcontracts— Recipient will comply, and all its Consultants(or subrecipients)will comply,with all requirements under Uniform Guidance 2 CFR §200,322, Recipient shall comply with the federal and recipient standards in the award of any subcontracts. For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts. Page 12 of 15 EXHIBIT 1 Recipient shall ensure that the terms of this Agreement with the CITY are incorporated into all Subcontractor Agreements. The recipient shall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor.The recipient shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (1) Recovered Materials Recipient shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price. Information about this requirement,along with the list of EPA-designated items,is available at EPA's Comprehensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase,acquisition,or use of goods,products,or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. W. Termination for Cause and Convenience— Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to terminate the Agreement, reserving all rights under state and federal law. X. Contractual/Legal Remedies for Breach of Contract—Should recipient fail far any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any term, condition or requirement of the agreement, City may impose Page 13 of 15 EXHIBIT 1. sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect. 21. 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 fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: Executive Director,Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-36) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Gensler Attention: Andrew P. Cohen, Executive Director 4675 MacArthur Ct#100 Newport Beach, CA 92660 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 fax, 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. 23. 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 14 of 15 t EXHIBIT 1 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: CITY OF SANTA AN .a L. LL ALVARO NUl'1E Ci Cie City Manager APPROVED AS TO FORM: CONSULTANT: SONIA R. CARVALHO City Attorney Al,' By: /� , Kyle 'ellesen By: Nicholas Acevedo Assistant City Attorney Title: principal RECOMMENDED FOR APPROVAL: RodWfa Ragas ISea 3,2b2869:?7:57 P�T7 Rodolfo Rosas, P.E. Active Executive Director Public Works Agency Page 15 of 15 EXHIBIT 1 EXHIBIT A EXHIBIT I Gensler May 15,2026 David Sierra CIP Engineering City of Santa Ana 20 Civic Center Plaza,Santa Ana,CA 92701 For City of Santa Ana Fee Proposal for Bike Station at Santa Ana Regional Transportation Center Subject: Agreement for Architectural Services Gensler Project Number:007.3556.500 Dear Mr.Sierra: This Agreement is between City of Santa Ana ("Client") and M. Arthur Gensler Jr. & Associates, Inc ("Gensler"), located at 4675 MacArthur Court, Newport Beach, CA 92660, Suite 100, for architectural services. A. PROJECT A.1 Project Description. This project involves the new interior build out of an approximately 1,200 square foot space for a secured indoor bicycle storage,and community bicycle workshop located on the ground floor of the existing parking structure located at 625 North Santiago Street,Santa Ana,CA 92701.(the"Project"). A.2 Pro'ec t B�. Client will provide and Gensler will review Client's overall project and construction budget goals for the Project (the "Project Budget") prior to the commencement of services. Gensler understands current budget as being set at $1,000,000, The Project Budget will include appropriate amounts for design and construction contingencies, consistent with the nature of the Project. During design, Gensler will provide estimates of the Construction Cost at beginning kick off phase and at construction documents design phase, including contingency amounts commensurate with the stage of design evolution and the nature of the Project. Client and Gensler will review such cost estimates and Client will adjust it to reflect changes in the program requirements,design,and level of design detail,or adjust the program, to the extent required for consistency with the Project Budget. Unless it would otherwise be an Optional/Additional Service (as defined in Section B.3 below). Gensler will incorporate any agreed upon changes in the subsequent design phase as part of its Basic Services(as defined in Section B.1 below). A.3 Project Schedule. The project schedule of important milestones ("Schedule")is set forth below.The Project will proceed in accordance with the Schedule.The parties will monitor the Project for conformance with the Schedule.If Client directs Gensler to provide Additional Services requiring additional time or the Project is not proceeding in accordance with the Schedule due to factors beyond Gensler's reasonable Gensler LOA—Architecture January 2021 EXHIBIT 1 Agreement for Architectural Services March 17,2025 Page 2 Gensler control, Gensler and Client will adjust the Schedule as appropriate, consistent with Section B.3, Optional/Additional Services. The Schedule will consist of the following presently projected milestones: Proposed Schedule A. Estimated Commencement June 2026 B. Design Stages a. Drawing Update 2weeks i. City Review 2 weeks b. 100%Permitting Estimated 8 weeks c. Bidding Prior to end of 2026 C. Construction Stage Estimated 16 weeks,to be completed prior to summer 2027 B. SCOPE OF SERVICES PROVIDED BY GENSLER Client and Gensler will each provide the names of their key Project team members,including the primary contact person and the person authorized to make decisions.Meetings and Site Visits may be conducted by telephonic,videoconference,or other remote means. Project Scope Information from RFP provided by Client B.1 Gensler's Basic Services Gensler's Basic Services include architectural support services for preparation of demolition documentation for the removal of the project. Gensler's fee for Basic Services is based upon (among other things) the information in Section A, including the Project Budget and Schedule,and the scope of services in Section B. Changes in Project Budget,Schedule,or scope may result in Additional Services,consistent with Section B.3. Gensler will engage sub-consultants for the following: Civil Engineering, Structural Engineering, Mechanical Engineering, Electrical Engineering, Plumbing Engineering, Landscape Design, Cost estimating Client is to provide design services for the following building systems or components: Temporary supports and structures, Energy modeling, Parking Consultant, Accessibility Consultant (GASP Certification), AV/IT/Security Consultant, Technology Consultant, Acoustic Consultant, Exterior Envelope and Waterproofing Consultant, LEED Consulting, Specification Consultant, Geo-technical Engineer, Site Surveying (ALTA and topographical) Hazardous materials testing or abatement, art coordination,furniture,window washing, Environmental Information Consultant,Commissioning, Fire sprinkler,Fire Alarm, DAS Consultant,Commissioning,,and Dry Utility as required for the project. Gensler will provide backgrounds of Gensler's drawings to Client's consultants,for coordination of the removal of project. B.1.1 Kickoff Gensler LOA-Architecture January 2021 Agreement for Architectural Services EXHIBIT 1 March 17,2025 Page 3 Gensler B.1.1.1 Project Start-up/Kickoff. Upon Client's authorization to proceed,key representatives of Client, Gensler,and appropriate consultants will meet to kick off the Project. The purpose of the meeting is to establish the parties' mutual understanding of the Project objectives, schedule, budget, and delivery process. B.1.1.2 Client-Provided Programming Information. Not applicable, programming completed and updated documentation based on scope writeup. B.1.1.3 Data Collection. Client understands and agrees that Gensler may gather statistical data, analytics,trends and other aggregated or otherwise de-identified data derived from Gensler's services to Client("Aggregate Data"),and that Aggregate Data will be stored and processed by Gensler for general research purposes.Aggregate Data,as well as any resulting research,know-how,processes,algorithms or other methodology related to the Aggregate Data,shall remain Gensler's property and will be considered Confidential Information under the Standard Terms and Conditions attached to this Agreement. B.1.1.4 Existing Site Conditions. Gensler will review record documentation provided by Client of the existing site conditions,including:ALTA Survey,topographical survey,geotechnical report. Gensler will visit the Project site to verify reasonably observable conditions, including: site access, views, existing site conditions.If required,and approved by Client,Gensler may provide Additional Services to measure portions of the Project solely for the purpose of verifying certain conditions. Under certain circumstances, e.g., if the documentation of existing conditions is unavailable or appears to be unreliable, Gensler may recommend that Client engage the services of a surveyor to document the existing conditions before Gensler can proceed with further design services.Client acknowledges that demolition and site excavation can reveal pre-existing,hidden conditions,which may require Additional Services and/or modifications to the Program, Project Budget,and/or Project Schedule. Gensler will prepare minutes documenting any Program adjustments,design decisions,and issues which the parties may agree to address at a later stage. Gensler will issue such minutes to the Client for review and approval. Client may request or Gensler may recommend further or separate design discovery meetings or other services as Additional Services. B.1.2 Design B.1.2.1 Services will commence when Client has confirmed the Program and other initial information established in prior phase is accepted and directed Gensler to proceed accordingly. B.1.2.2 Design Documents. Gensler will initiate and modify the previously dated documentation issued on May 13, 2022 Rebid set which was previously permitted under California Building Code 2016. Gensler will work with consultants to revise documents for permitting under current code,which will include adding Alternate 01 and Alternate 02 from previous documents. In addition Gensler and consultants will be doing the following: • Requested to provide an updated cost estimate based on the previous documents and then a cost estimate for the documents that are updated. Gensler LOA-Architecture January2021 EXHIBIT 1 Agreement for Architectural Services March 17,2025 Page 4 Gensler Gensler will provide the documents in PDF. Client will be responsible for printed copies of the documents unless Client directs Gensler to produce such copies as a Reimbursable Expense,including a package for Client's cost estimator to update the cost estimate,which will be provided to Gensler. Gensler will meet with Client up to two(2)times to present and review the material,including the cost estimate prepared by cost estimator. Client and Gensler will agree upon any reasonable changes, consistent with the Program, and Gensler will incorporate such changes in the next phase, unless the changes would otherwise be an Optional/Additional Service (as defined in Section B.3 below). Meetings in this phase will include(1)Gensler personnel for up to 1 hours. B.1.2.3.Permit Application /100%Documents Gensler will assist Client in connection with filing a permit set required by governmental authorities having jurisdiction over the Project,as it relates to the issuance of a demolition permit. Client will be responsible for payment of all application fees and other expenses relating to the permit process. B.1.3 Phase Three-Implementation 8.1.3.1 Bidding and Negotiation. Genslerwill collaborate with client in preparation of bidding documents.Gensler will assist Client with questions regarding the Construction Documents. Gensler will meet with Client to discuss Client's pricing and contracting strategies and selection of the key sub- contractors.Gensler will attend up to One(1)meeting with Client and potential contractor. 6.1.3.1.1 Fast Track. Gensler's standard practice requires the completion of the Construction Documents prior to bidding/awarding contracts to construct the project.Gensler has assumed no early works package for the project.If Client awards a construction contract for the Project or portions of the Project prior to completion of the Construction Documents outside this additional package, and/or if Client requests Gensler to issue separate Construction Documents packages for portions of the Project,Gensler's services to prepare such packages will be provided as Additional Services. 8.1.3.2 Construction Administration. Gensler's Construction Administration services will commence upon Client's direction to Gensler to begin performing the services defined in this Section B.1.3 (such as submittal review)or upon the award of the Construction Contract(whichever is earlier)and will continue until thirty(30)days after Substantial Completion or Occupancy. The duration of Gensler's Construction Administration services will not exceed the duration of time between the Commencement of Construction and thirty(30)days after Substantial Completion or Occupancy,as such duration is indicated in the Schedule. Gensler will provide Construction Administration services as set forth below and in AIA Document A201T"-2017,General Conditions of the Contract for Construction,and mutually agreed upon Supplementary Conditions which Gensler will incorporate in the Project Manual,and all defined terms in this section shall have the same meaning as those in the General and Supplementary Conditions. If Client and Contractor modify the General and Supplementary Conditions,those modifications will not affect Gensler's services under this Agreement unless Client and Gensler agree mutually to amend this Agreement. Gensler LOA-Architecture January 2021 Agreement for Architectural Services EXHIBIT 1 March 17,2025 Page 5 Gensler B.1.3.1.Pre-Construction Conference. Gensler will attend one(1)pre-construction conference with the Project team (Client,Contractor,Gensler,and each of their key subconsultants and subcontractors)to discuss the operational aspects of the Project,including the Construction Administration procedures. B.1.3.2 Progress Meetings and Site Visits. Gensler will visit the Project site during construction to attend combined progress meetings and site walkthroughs ("Site Visit") as often as is appropriate, in Gensler's professional judgment, up to the extent specified in this section. The purpose of the site walkthroughs is to become generally familiar with the progress and quality of the Work and to determine whether the Work is in general conformance with the aesthetic design intent. Gensler's fee for Basic Services includes:a total of four(4)progress meetings/site visits. If Gensler observes Work that does not conform to the Construction Documents, Gensler will recommend that Client reject it. Gensler will also recommend inspection or testing of the Work if Gensler believes it is appropriate. B.1.3.3 Communications during Construction. Client and Contractor will communicate with each other, and with Gensler's consultants, through Gensler. Gensler will maintain logs of documents received, reviewed,and/or issued by Gensler. B.1.3.4 Requests for Information. Upon Client's or Contractor's request for information, Gensler will provide written or graphic interpretations and clarifications of the Construction Documents. B.1.3.5 Bulletins. Gensler will use its Bulletin form to: a)authorize minor changes in the Work;b) issue supplemental instructions related to the Work; c) confirm Field Orders; and d) request proposals for changes in the Work. B.1.3.6 Submittals. Gensler will review and take appropriate action on Samples, Product Data, Shop Drawings, and other submittals that the Construction Documents require Contractor to submit ("Submittals"),to determine whether those items and Contractor's proposed methods of fabrication are generally consistent with the aesthetic design intent. Gensler will take action on Submittals within the time specified in a submittal schedule to be provided by the Contractor and approved by Gensler, or otherwise within ten business days absent exigent circumstances. Gensler will conduct up to two reviews of Submittals as a Basic Service. B.1.3.7 Changes. A reasonable amount of changes in the Work are typically anticipated and the Project Budget will include adequate contingencies for such changes. Gensler may authorize minor changes in the Work if they are consistent with the aesthetic design intent and do not involve an adjustment in the Project Budget (including contingencies) or Schedule. Gensler will assist Client in reviewing properly documented Change Order proposals submitted by Contractor and in issuing Change Order Directives requested by Client. In any event, Client will notify Gensler promptly of any Client-approved changes in the Work that deviate from the Construction Documents prepared by Gensler. B.1.3.8 Contractor's Payment Applications. Gensler will review Contractor's monthly payment applications and make recommendations to Client regarding amounts due. Gensler's approval of a payment application will represent to Client that,to the best of Gensler's knowledge,information,and Gensler LOA-Architecture January 2021 EXHIBIT f Agreement for Architectural Services March 17,2025 Page 5 Gensler belief,the Work has progressed to the point indicated and is consistent with the aesthetic design intent. If Gensler is requested to issue Certificates for Payment, such certification will be made to the best of Gensler's knowledge, information and belief, based on the documentation provided with the Contractor's payment applications and Gensler's site observations, and will be subject to: (1) Gensler's observation of the Work upon Substantial Completion,(2)results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) any qualifications expressed by Gensler. The issuance of a Certificate for Payment will not be a representation that Gensler has: (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods,techniques, sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by Client to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. B.1.3.9 Substantial Completion. Upon receipt of Contractor's written representation that the Work is substantially complete, along with Contractor's punch list of items to be completed or corrected, Gensler will conduct one field review to observe whether the Work is substantially complete. When Gensler determines that the Work is substantially complete, Gensler will issue the Certificate of Substantial Completion. B.1.3.10 Finol Completion and Project Close-Out. No later than thirty (30) days following Substantial Completion, upon Contractor's and Client's request, Gensler will conduct one field review to observe Contractor's completed punch list items. When Gensler believes that the Work has been sufficiently completed per the Construction Documents, Gensler will approve Contractor's final payment application.Multiple or separate field reviews may be requested as an Additional Service. B.2 CAD Format and Standards. Gensler and its consultants will use Revit and Gensler's CAD Standards. At the completion of the Project,Gensler will deliver electronic as-designed record files, consisting of Gensler's Construction Documents and Bulletins, in PDF. Gensler will translate CAD files provided by Client and/or Client's consultants as an Additional Service. Preparation/review of as-built construction drawings, including incorporating Contractor's as-built record drawings into Gensler's as-designed record files,may be requested by Client as an Additional Service. B.3 O tionaI/Additional Services. Gensler will provide services beyond the Basic Services described in Section B1 C'Additional Services") if requested by Client and confirmed in writing by Gensler. Additional Services include,but are not limited to: a. Services required due to accelerated deadlines,delays,untimely Client information,approvals, or instructions, out-of-sequence phasing, Project pauses or remobilization,or other schedule changes due to reasons beyond Gensler's reasonable control; b. Services required due to changes in:(i)the Program;(ii)previously provided Client information, approvals, or instructions; or (iii) federal, state, or local laws, or regulations (or their interpretation by the authority having jurisdiction); c. Value engineering services required due to(i) absence of Project Budget at the commencement of Services;(ii)Project Budget changes after the Programming phase;(ii!)new value engineering Gensler LOA-Architecture January 2021 Agreement for Architectural Services EXHIBIT 1 March 17,2025 Page 7 Gensler instructions after commencement of the Construction Documents phase;or(iv)inaccurate cost estimates; d. Changes to Construction Documents based on alternative,fast track, separate, or sequential bids,phasing,and swing space;and e. Services required due to performance failures by Client and Client's consultants/contractors f. BOMA Calculations g. LEED,WELL or Fitwell Certification h. Digital Experience Design including coordination of infrastructural elements, support structures,content creation,etc. i. Branding and signage design outside minimal code required elements j. Physical models,videos,fly throughs for project distribution. k. Relocation of SCE conduit routing for charging locations. C. SERVICES AND INFORMATION PROVIDED BY CLIENT C.1 Services Provided By Client or Others. The following services may be required on the Project and will be provided by Client,Client's consultants or contractors,or others: a. Temporary supports and structures, Energy modeling, Parking Consultant, Accessibility Consultant(CASP Certification),AV/IT/Security Consultant,Technology Consultant,Acoustic Consultant, Exterior Envelope and Waterproofing Consultant, LEED Consulting, Specification Consultant, Geo-technical Engineer, Site Surveying (ALTA and topographical) Hazardous materials testing or abatement, art coordination, furniture, window washing, Environmental Information Consultant, Commissioning, Fire sprinkler, Fire Alarm, DAS Consultant, Commissioning,,and Dry Utility as required for the project. b. Design-build or Design Assist services. C.2 Information Provided By Client or Others. The following information may be required on the Project and will be provided by Client,Client's consultants or contractors,or others: a. Legal description of the property; the name/address of the property owner; and the name/address of any construction lender(s); b. Existing or Base Building information if any, including drawings, specifications, and other documents that describe the existing utility services,site conditions,build out and base building construction,and any systems with which the Project is to be coordinated; c. Structural, mechanical, chemical, air, and water pollution and hazardous materials tests, and other laboratory and environmental tests, inspections, and reports required by law or by authorities having jurisdiction over the Project,or reasonably requested by Gensler. C.3 Client's Requirements of Contractor. Client will, through the Construction Contract, require Contractor to: a. Provide access to the Work; b. Provide a Submittal Schedule for Gensler's approval and provide required Submittals in accordance with the Schedule; c. Review Submittals,identifying any changes,and approve before submitting to Gensler; Gensler LOA•Architecture January2021 EXHIBIT 1 Agreement for Architectural Services March 17,2025 Page 8 Gensler d. Be responsible for the technical adequacy and accuracy, installation, and performance of any Project elements for which Gensler may specify performance requirements; e. Follow proper procedures for requests for substitutions; f. Maintain logs of all documents issued to and received from all other parties; g. Provide required certificates or statements of performance characteristics; h. Complete punch list items within thirty(30) days of Substantial Completion; h Provide to Client as-constructed record drawings, maintenance manuals, written warranties, and related documents within thirty(30) days of Substantial Completion; j. Maintain job site safety on the Project; k. Cause Gensler and Gensler's consultants to be named as Additional Insureds on any property insurance purchased for the period of construction of the Project and on Contractor's General Liability Policy(using form CG 2026,CG 2032,or equivalent);such insurance will be endorsed to provide a waiver of the insurers" rights of subrogation against Gensler and Gensler's consultants. D. COMPENSATION D.1 Basic Services. Compensation for Basic Services will be the lump sum of the amounts as shown in the table below exclusive of additional services. Consultant Consultant Project Phase Gensler Fee Gensler Hours Fee Hours Design Architecture $15,000 60 $0 0 Civil $0 $9 500 38 Structural $0 $8,500 25 MEP $0 $9,600 35 Gast Estimate $0 $ 11„500 35 Sub Total $15,000 $39,100 Design Sub-Total $15,000.00 $39,100 Construction Administration Architecture $27,500 100 $0 40 Civil $0 $6,500 Structural $0 $3 500 10 MEP $0 $12,000 70 Sub Total $27,500 $22,000 Overal I Design Total $27,500 $22,000 Reimbursable Expenses $2,000.00 $2,000.00 Gensler LOA-Architecture January 2021 Agreement for Architectural Services EXHIBIT 1 March 17,2025 Page 9 Gensler Sub Total Design and Reimbursables I $44,500.00 I I $63,100.00 Overall Total $i07,600.00 D.2 Additional Services. Compensation for Additional Services(if not agreed upon as a lump sum amount) will be based on Gensler's Standard Hourly Billing Rates. D.3 Reimbursable Expenses. Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by Gensler and Gensler's consultants in the interest of the Project,including, but not limited to the following: a. Reproduction,shipping,handling,and delivery. b. Mileage,tolls,cab fares,and parking. c. Physical models,mock-ups,and photography. d. Sales taxes and other transactional taxes, and fees paid for securing approval of authorities havingjurisdiction over the Project. e. Authorized out-of-town travel,including travel time and reasonable living expenses. f. Additional insurance coverage or limits requested by Client in excess of that normally provided by Gensler and Gensler's consultants. g. Professional renderings,(Assumed 0). Compensation for Reimbursable Expenses incurred by Gensler in connection with the Project,including without limitation, reproduction costs for providing copies of the deliverables described in Section B.1, will be based on amounts invoiced to Gensler,plus an estimated eight percent(8 io)for management fee. Total estimated reimbursables are as outline in D.1. D_4 Consultants.Gensler is engaging in consultants in Section B.1,compensation for such consultants, including costs commonly incurred relating to consultant liability,management of consultants'services, and administration of consultants'contracts includes eight percent(8%). D.5 Progress Payments. Progress payments will be made monthly. Where Gensler's fee is based on a lump sum, progress payments for Basic Services will be based on the percentage of services provided during the previous month. D.6 Photography. PhotographyNideography. At Client's option, Client may obtain a non-exclusive license to use Gensler-procured photography/videography of the Project with a mutually agreed cost to be determined in dollars. E. AGREEMENT AND ACCEPTANCE E.1 Agreement. This Agreement is comprised of and incorporates the following documents, in order of precedence: a. Amendments and modifications signed by both parties; b. This Letter of Agreement, c. The attached Standard Terms and Conditions(Februory2021) Gensler LOA-Architecture January 2021 Agreement for Architectural Services EXHIBIT 1 March 17,2025 Page 10 Gensler Where a portion of one document is amended by another of higher precedence,all unmodified portions will remain in effect. The terms and conditions of this Agreement,the STC and any Work Authorization hereunder, are integral parts of this Agreement and are fully incorporated herein by this reference. No conflicting or supplemental pre-printed provisions on Clientforms(including,without limitation,terms on purchase orders)will be binding on the parties. E.2 Effective Date. June 1,202G By Gensler By Client By By (Signature) (Signature) Principal September 2, 2026 (Title) (Date) (Title) (Date) On behalf of Andrew P.Cohen Executive Director, California Registration Number C12855 cc: Anne Bretana Gensler LOA-Architecture January 2021 EXHIBIT 1 EXHIBIT B EXHIBIT 1 EXHIBIT B INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City.Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability(CGL): Insurance Services Office Form CO 00 01 covering CGL on an"occurrence"basis,including products and completed operations,property damage,bodily injury and personal& advertising injury with limits no less than$1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code l (any auto),with limits no less than $1,000,000 combined single limits.In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance,provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000.Required policy limits can be met with primary and umbrella/excess insurance policies. 3. Workers' Compensation(WC): as required by the State of California,with Statutory Limits, and Employer's Liability Insurance with limit of no less than$1,000,000 per accident,policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. Consultant attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. 4. Professional Liability(PL)/Errors and Omissions(E&O): with limits no less than$2,000,000 per occurrence or claim, and$2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials,employees., agents, and volunteers are to be covered as additional insureds,under Consultant's CGL and AL policies,with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts,equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers,officials,employees,agents,and volunteers for losses paid under the terms of Consultant's CGL,AL, and WC policies which arise from work performed by Consultant under this Agreement. EXHIBIT 1 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council,its officers,officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided,reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City. Ten(10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non- payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Keri Buck,20 Civic Center Plaza,M-36, Santa Ana, CA 92701.The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M.Best rating of no less than A:VII,unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins.However,failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require ,ittelttdiftg endorsements required by these specifications,at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits,based on the nature of the risk, prior experience,insurer, coverage, or other special circumstances. ACaR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIMY) 3/1/2027 r 9/22/2026 THIS CERTIFICATE IS ISSUED AS 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 DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Loekton Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license#OF 15767 C A!C No: EMAIL 444 W.47th St.,Ste.900 ADDRESS: Kansas City MO 64112-1906 INSURER(S)AFFORDING COVERAGE NAIC 9 (816)960-9000 kcasu@lockton.com INSURER A:Zurich American Insurance Com an 16535 INSURED GENSLER INSURER B:Lloyds Of London&London Comp anies 1064114 500 SOUTH FIGUEROA STREET INSURER C; LOS ANGELES CA 90071 INSURER D; INSURER l;: INSURER F: COVERAGES CERTIFICATE NUMBER: 24075195 REVISION NUMBER: xxxx= THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 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 AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP - JNM WVD POLICY NUMBER MMIDDIYY MMIDD LIMITS - x COMMERCIAL GENERAL LIABILITY Y Y EACH OCCURRENCE $ 2,000,000 A GL00081063 3/1/2026 3/1/2027 CLAIMS-MADE OCCUR PREMISES Ea omu ante $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s4,000,000 POLICY[91 jRa LOC PRODUCTS-COMPIOP AGG $ 4,000,000 - OTHER: $ A AUTOMOBILE LIABILITY y y BAF3707221 3/1/2026 3/l/2027 Ea BI'NE accident) LIMIT $ 2,000,000 x ANY AUTO BODILY INJURY(Per person) $ xxxxxxx x OWNED SCHEDULED BODILY INJURY(Per accident AUTOS ONLY AUTOS ) $ xxxxxxx x HIRED NON-OWNED AUTOS ONLY M AUTOS ONLY Pe�accidentDAMAGE $ xxxxxxx $ xxxxxxx UMBRELLA LIAR HOCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAR CLAIMS-MADE $ xxxxxxx AGGREGATE DED RETENTION$ $ xxxxxxx A WORKERS COMPENSATION y X STATUTE ERH AND EMPLOYERS'LIABILITY YIN WC0081062 3/l/2026 3/1/2027 ANY PROPRIETORIPARTNERIEXEGUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ 1,000000 (Mandatory,In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1.000.000 B PROFESSIONAL N N B0507BN2600312 4/l/2026 4/V2027 $2,000,000 PER CLAIM/$2,000,000 LIABILITY AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:GENSLER PROJECT NUMBER:007.3556.000,PROJECT NAME:BIDE STATION AT SANTA ANA REGIONAL TRANSPORTATION CENTER.,PROJECT ADDRESS:625 NORTH SANTIAGO STREET,SANTA ANA,CA 92701, ***SEE ATTACHED*** APPROVED By Tv Tran Nguyen at 9:21 am,Sep 23,P026 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 24075195 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SANTA ANA, ACCORDANCE WITH THE POLICY PROVISIONS. ATTN:KERI BUCK 20 CIVIC CENTER PLAZA,M-36 AUTHORIZED REPRESSNTAT SANTA ANA,CA 92701 I �- - y O 1888 015 ACOpt] 'dRPORATRON. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD I