Loading...
HomeMy WebLinkAboutGENSLER, M. ARTHUR & ASSOCIATES (PEEBLER SETTLEMENT) 1cA- 2014 - 277 -02 4675 MacArthur (,t. Tel 949 863.19434 suite 100 Fax 949.553.1676 Newport Beach ( ":A 9'666 USA Gensler June 24, 2015 - Revised Scott Feebler 13926 La Mirada Blvd. La Mirada, CA 90638 c/o Carrie Hempel, Clinical Professor of Law Associate Dean of Clinical Education and Services Learning � University of California, Irvine School of Law 401 E. Peltason, Ste. 3500 Irvine, CA 92697.8000 Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 Subject: Agreement for Architectural Services Santa Ana South Main Corridor Design Services for City of Santa Ana for "Peebler Fund" 07.3175.000 / 05.9516.000 This Agreement is between Scott Feebler ("Feebler"), University of California, Irvine School of Law ( "UCI ") ( "Peebler /UCI" collectively shall be referred to as "Client "), City of Santa Ana ( "City "), and M. Arthur Gensler Jr. & Associates, Inc. ( "Gensler ") for Architectural Services. A. PROJECT A.1 Project Description. Pursuant to Client's Settlement Agreement with City dated November 14, Jr� 2014, Gensler is being retained to develop a plan for the Public Improvements to be developed in the 16� South Main Corridor which is " located on Main Street from 155 Street to Warner Avenu� in the City of Santa Ana, California 92707 (the A-AJ0 s s7rf�� p6n, Fr�J' ei4YL7 -3ra 4, A.2 Project Budget. Client and Gensler will review Client's budget goals for the Pro ect at he commencement of design. During design, UCI and Gensler will monitor the Project Budget, and UCI after consultation with Feebler, will adjust it to reflect changes in the program requirements, design, and level of design detail, or adjust the program to be consistent with the Project Budget. A.3 Project Schedule. Gensler's current estimate of the Project Schedule for Client's review and approval is as follows: %% Phase 1.0 Preliminary Activities °fuTTe 2015 Completion Phase 2.0 Analysis October 2015 Completion Phase 3.0 Planning Options December 31, 2015 Completion Phase 4.0 Final Vision May 2016 Completion Carrie Hempel Agreement for Architectural Services June 24, 2015 Page 2 During design, Gensler, and UCI will monitor the Project for conformance with the Schedule, and Gensler shall notify Client of any necessary changes in the Schedule. B. SCOPE OF SERVICES PROVIDED BY GENSLER Feebler, UCI and Gensler will provide the names of their Project team members, including the primary contact person and the person authorized to make decisions on behalf of Client. If individual Project team members are authorized to make decisions on behalf of Client only with regard to limited scope (e.g. design approvals, etc.), Client shall so indicate. City will provide the names of their Project team members, including the primary contact person authorized to make payments to Gensler. B.1 GENSLER'S BASIC SERVICES Gensler is proposing services aligned with a planning methodology that we use in all our planning projects, focusing on a process that includes analysis, options and a final master plan. Analysis involves reviewing policy issues, goals, client needs and physical conditions and constraints. This phase concludes with agreed -upon design and development principles that establish the rationale for the overall scheme and guide the rest of the work. The planning options work is based on these principles, and culminates in a preferred option. The final Plan and recommendations are then developed from the selected, preferred option(s). At each step, the emphasis is on building a consensus within the design and client team, ensuring that key issues are resolved and agreement reached before proceeding to the next stage of work. Gensler is available and expect to meet with key members of the Client throughout the design process. Following is an outline of the planning process for Santa Ana South Main Street "Vision Master Plan" based on Gensler's experience with similar projects to provide Client with a blueprint for reaching a creative and inclusive and implementable framework for creating a highly liveable and sustainable community. UCI will provide additional resources for data collection and community engagement as requested by Gensler. Gensler shall use the resources and data provided by UCI during the design process. Phase 1.O PROJECT START UP: PRELIMINARY ACTIVITIES During this period, agreement and administrative issues will be finalized. Base information, building condition information, existing master plans, surveys, scaled base maps, plans, and relevant data will be collected to enable the work to start expeditiously. Beginning with the start up, Gensler anticipates an ongoing relationship with the Client team in order to identify and understand information required to start the project. 1.1 Project Kick -off Meeting • Facilitate the project kick -off meeting with selected consultant and key staff. • Walk project area to understand issues and context. • Ascertain specific project goals. Carrie Hempel Agreement for Architectural Services June 24, 2015 Page 3 1.2 Data Collection Request necessary base data for team (survey, traffic counts, GIS layers for zoning and land use, subdivision patterns, nearby adopted plans, and aerials, etc.). 1.3 Meetings with the Client team will be held throughout the project. Deliverables • Kick -Off Meeting Notes • Data Needs Request Memo Phase 2.0 ANALYSIS An understanding of existing conditions and the start of meaningful community participation will be the work of this phase. The tasks in this phase include: 2.1 Site Analysis Review and analyze current planning documents, existing site and program information: • Regulatory Constraints • Context • Land Use /Zoning • Circulation and Parking • Transit • Open Space /Landscape • Public Realm Improvements • Review of Market /Economic Factors 2.2 Community Open House Prepare materials for an open house and facilitate the event. The open house will elicit objectives and vision of the community for use in developing the planning strategy. 2.3 Community Feedback All feedback will be documented and analyzed for its impact on the emerging Vision. Deliverables • Analysis Findings - Summary of Analysis outcomes — constraints and opportunities - Planning Principles Summary of Stakeholder Meeting Summary of Open House Summary of Physical Analysis Carrie Hempel Agreement for Architectural Services June 24, 2015 Page 4 Phase 3.0 PLANNING OPTIONS 3.1 Develop Options for Vision Scenarios (2 -3) Based on the result of the community participation and the analysis, create overall conceptual approaches for improvements to Santa Ana South Main Street that respond to the planning and development principles and Community input. Options will include: • Land Use • Mobility /Circulation (ped /bike /car /transit) • Parking • Public Ream Improvements • Branding /Identity • Character Imagery 3.2 Community Open House Present the sketch options to the community for their feedback. 3.3 Based on defined criteria, evaluate the options and select the preferred strategies and recommendations. Deliverables • Options Summary Documentation of options Documentation of preferred strategies Summary of open house Provide a proposed list of improvements for City review and approval Phase4.0 FINAL VISION 4.1 Develop Vision Plan Based on City approval of the list of improvements and preferred strategies, prepare a vision plan with recommendations of the proposed improvements. 4.2 Vision Presentation Deliverables • Vision Plan Final Report (narrative and graphic electronic format report) - - Executive Summary - Project Narrative - Process Description - Planning Principles - Illustrative Plan Land Use Mobility /Circulation (ped /bike /car /transit) Parking Carrie Hempel Agreement for Architectural Services June 24, 2015 Page 5 - Public Realm Improvements (streetscape, landscape, furnishings) - Branding /Identity - Massing - Sustainability Strategies - Character Imagery Note: Vision plan will be conceptual only showing areas of improvements and types of improvements. Surveys nor Engineering is not included, nor market analysis. City to provide traffic information. City to provide venue for open house and stakeholder outreach. B.2 CAD SUPPLIED BASE PLANS, FORMAT AND STANDARDS. Gensler and its consultants will use AutoCAD 2011, Gensler's CAD Standards and Revit 2014. At the completion of the Project, Gensler will deliver electronic files of Gensler's deliverables to the Client and City. The design services described will be provided based on the following City of Santa Ana provided CAD files: 1.1 CAD Base Plan • Ground Material • Sidewalks, Curbs and Gutters • Medians • Street Markings • Spot Elevations • Contour Lines • Street Trees • Street Lights • Driveway and Curb Cuts • Adjacent Buildings • Utilities 2.1 Street Widening Plan -.pdf only 2.2 Existing Regulatory Information — Zoning Land Use, Urban Design Element -.pdf only 8.3 GENSLER'S ADDITIONAL SERVICES. Gensler will provide services beyond Basic Services ( "Additional Services ") if requested by Client and confirmed in writing by Gensler. Additional Services include, but are not limited to, value engineering, models or renderings, Client- requested revisions that are inconsistent with prior approvals or instructions, and preparation or review of record drawings. Carrie Hempel Agreement for Architectural Services June 9, 2015 Page 6 C. COMPENSATION Compensation to Gensler for Basic Services, Additional Services, and Reimbursable Expenses shall be as described below. When Gensler's compensation is based on hourly rates, the rates shall be those set forth in Gensler's Standard Hourly Billing Rates. Gensler shall copy Client team on all invoices. UCI shall approve all such invoices prior City's payment of invoices to Gensler. C.1 Basic Services. Compensation for Basic Services shall be the lump sum of Two Hundred Fifty Thousand Dollars ($250,000.00). C.2 Reimbursable Expenses. Compensation for Reimbursable Expenses incurred by Gensler in connection with the Project shall be based on amounts invoiced to Gensler and limited to one hard copy of deliverables for each phase. These expenses are to be part of the lump sum fee described above. C.3 Progress Payments. Progress payments shall be made monthly. Where Gensler's fee is based on a lump sum, progress payments for Basic Services shall be based on the percentage of services provided during the previous month. D. AGREEMENT AND ACCEPTANCE D.1 Agreement. This Agreement is comprised of and incorporates the following documents, in order of precedence: a) this Letter of Agreement; b) the attached Standard Terms and Conditions (STC), dated Sept 9, 2014. Where a portion of one document is amended by another of higher precedence, all unmodified portions shall remain in effect. D.2 Effective Date. The effective date of this Agreement is June 8, 2015. By Gensler By Peebler , 1j�A. �b Kim Graham 0 (Printed e OS' natory) B4 By (Signature) (Signature) J� Principal / %lt` >�{sr��7jretfoy es-zo -- 4r - r �Gt) CrQ�(CY/— (Title) (Date) (Title) (Date) On behalf of Andrew P. Cohen Executive Director — Los Angeles Office, California Registration Number C12855 Carrie Hempel Agreement For Architectural Services June 24, 2015 Page 7 By City P�in�,i I (Title) Gate) APPROVED AS TO FORM L.. LISA S. STORCK Assistant City Attorney ATTEST. ­A66t 44L, Ahtc MARIA D. HUIZAR CLERK OF THE COUNCIL Carrie Hempel Agreement for Architectural Services June 24,2015 Page 6 C. COMPENSATION Compensation to Gensler for Basic Services, Additional Services, and Reimbursable Expenses shall be as described below. When Gensler's compensation is based on hourly rates, the rates shall be those set forth In Genslers Standard Hourly Billing Rates. Gensler shall copy Client team on all invoices. UCI shall approve all such Invoices prior City's payment of Invoices to Gensler. C.1 Basic Services. Compensation for Basic Services shall be the lump sum of Two Hundred Fifty Thousand Dollars ($250,000.00). C.2 Reimbursable Expenses. Compensation for Reimbursable Expenses incurred by Gensler in connection with the Project shall be based on amounts invoiced to Gensler and limited to one hard copy of deliverables for each phase. These expenses are to be part of the lump sum fee described above. C.3 Progress Payments. Progress payments shall be made monthly. Where Genslers fee is based on a lump sum, progress payments for Basic Services shall be based on the percentage of services provided during the previous month. D. AGREEMENT AND ACCEPTANCE D.1 Agreement. This Agreement is comprised of and incorporates the following documents, In order of precedence: a) this Letter of Agreement; b) the attached Standard Terms and Conditions (STC), dated Sept 9, 2014. Where a portion of one document is amended by another of higher precedence, all unmodified portions shall remain in effect. D.2 Effective Date. The effective date of this Agreement is June 24, 2015. By Gensler Kim G €sham (Signature) Princi Ip4 ir>.- nr� X.2b. (Title) (Date) On behalf of Andrew P. Cohen Executive Director— Los Angeles Office, California Registration Number C12855 By Peebler T'b Gea-ALd 16Eti (Date) Carrie Hempel Agreement for Architectural Services June 24, 2015 Page 7 By % By City �bfOn1d baoij OcLo Z6 (Printed a of ignatory) (Printed Na P -of-S' natory) B B ✓i /" (Signature) (S,}ignature)`��pp �✓' Princi r/ al T I 1 CkVtt�i�i (Title) (Date) (Title) ° (Date) �Als NPIARIA, D HLJIZf \R CI_cR{ +, t:) h- 1 %-ii_ CC) I)iVC;!. STANDARD TERMS AND CONDITIONS OF THE AGREEMENT BETWEEN Gensler CLIENT AND ARCHITECT FOR ARCHITECTURAL/ INTERIORS SERVICES ("STC") Article 1- Definitions and General Provisions 1.1 Parties. The terms "Client" and "Architect" include each party's authorized representatives, officers, directors, shareholders, and employees. 1.2 Days or Time. Time periods refer to calendar days, unless otherwise stated. 1.3 Work. The term "Work" means the construction, by Contractor or others engaged Client, of the Project elements designed or specified by Architect, including all labor, materials, equipment and services. 1.4 Project Budget. The "Project Budget" includes the Client's budget for performing the Work, as well as furniture, furnishings, equipment and all other goods and services to be furnished by Client, Contractor, and any of their subcontractors or consultants, including allowances for design and construction contingencies. Article 2 — Architect's Services 2.1 Architect's services shall be performed as expeditiously as is consistent with the orderly progress of the Worl( and with the professional skill and care ordinarily provided by architects practicing in the same locality under similar circumstances ( "Standard of Care "). 2.2 Limitation of Construction Responsibilities. Architect shall not have control over, or charge of, and shall not be responsible for, construction means, methods, schedules, or delays, or for safety precautions and programs in connection with the Work. Article 3 — Client's Responsibilities 3.1 Information. Client shall provide full Information regarding the requirements for the Project. 3.2 Legal and Financial Information. Client shall furnish Architect with: a legal description of the property; the name /address of the property owner; and the name /address of any construction lender(s). 33 Surveys. Client shall furnish surveys fully describing physical characteristics, legal limitations, and utility locations for the Project site. 3.4 Existing or Base Building Information. To the extent applicable to the Project, Client shall provide information, 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. 3.5 Client's Consultants. When requested by Architect, or required by authorities having jurisdiction over the Project, Client shall furnish the services of geotechnical, civil, and environmental engineers and any other services required by the scope of the Project. 3.6 Tests. Client shall furnish 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 Architect. 3.7 Legal, Accounting, and Insurance Services, Clientshall furnish all legal, accounting, and insurance counseling services as may be necessary for the Project. 3.8 Client's Services and Information. Architect shall be entitled to rely upon the accuracy and completeness of the services, information, surveys, and reports provided by Client, Contractor, or any of their subcontractors or consultants. Architect's coordination of its services with Client's and Contractor's subcontractors or consultants shall be limited to that necessary for consistency of Architect's documents with those of such subcontractors or consultants. Article 4 - Construction Cost 4.1 Construction Cost. The Construction Cost shall be the total cost or estimated cost to Client for performing the Work, 4.2 Estimates. Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from Client's Project Budget or from any cost estimate or evaluation prepared or reviewed by Architect. 43 Fixed Limit. No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal, or establishment of a Project Budget. Article 5 - Use of Architect's Documents and Data 5.1 The Drawings, Specifications, and other documents (collectively "Documents ") and any computer tapes, disks, electronic data, or CAD files (collectively "Data ") prepared by Architect are Instruments of service and shall remain Architect's property. Architect grants Client a nonexclusive license to use the Documents and Data in connection with the Project, provided that Client substantially performs its obligations, including prompt payment of all sums when due, 5.2 Upon completion of Architect's services and payment of all amounts due Architect, Client may retain copies or reproducibles of the Documents and /or Data for information and reference in connection with Client's use and occupancy of the completed Project. 5.3 Client agrees to indemnify and hold Architect harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses (Including reasonable attorneys' fees and costs of defense), together with interest thereon, accruing or resulting to any persons, firms, or other legal entities, on account of any damages or losses to property or persons, including death or economic loss, arising out of the unauthorized use, re -use, transfer or modification of the Documents and /or Data. Article 6 - Claims and Disputes 6.1 Mediation. Claims, disputes, or other matters in question between the parties shall be subject to mediation under the auspices of a recognized professional mediation service prior to undertaking any legal action. The cost of the mediation service shall be borne equally by the parties. 6.2 Attorneys' Fees. In any proceeding following unsuccessful mediation, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys fees and costs of defense. 6.3 Mutual Indemnification. Architect agrees to indemnify and hold Client harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense), together with interest thereon, to the extent caused by the negligent acts, errors, or omissions of Architect, its consultants, or anyone for whose acts either of them may be legally liable. Client agrees to indemnify and hold Architect harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense), together with interest thereon, to the extent caused by the negligent acts, errors, or omissions of Client, its contractors or consultants, or anyone for whose acts any of them may be legally liable. Gensler 5 'rC Sept.92014 Page 1 or 2 Article 7 - Termination 7.1 Termination by Either Party. This Agreement may be terminated by either party upon not less than seven (7) days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement. 7.2 Failure to Make Payments. Client's failure to make payments to Architect in accordance with this Agreement shall constitute substantial nonperformance and cause for termination or suspension. 7.3 Compensation upon Termination. In the event of termination, Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due, and Termination Expenses, which shall be defined as Architect's expenses directly attributable to termination. Article 8 - Payments to Architect 8.1 Hourly Rates. Where services are to be compensated on an hourly basis, compensation shall be based on the hourly rates set forth in Architect's and Architect's consultants' standard rate schedules, 8.2 Reimbursable Expenses, Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by Architect and Architect's consultants in the interest of the Project, including, but not limited to the following: (a) Data communications, telecommunications, reproduction, shipping, handling, and delivery. (b) Mileage, tolls, cab fares, and parking. (c) Renderings, models, mock -ups, and photography. (d) Sales taxes and other transactional taxes, and fees paid for securing approval of authorities having jurisdiction over the Project. (e) Authorized out -of -town travel, including travel time and out- of-town living expenses. (f) Additional insurance coverage or limits requested by Client in excess of that normally provided by Architect and Architect's consultants. 8.3 Progress Payments. Progress payments for Basic and Additional Services and Reimbursable Expenses shall be due and payable upon receipt of Architect's invoices. Disputes or questions regarding an invoice or a portion of an invoice shall not be cause for withholding payment for the remaining portions due, Amounts unpaid thirty (30) days after the issue date of Architect's invoice shall be assessed a service charge of one and one -half percent (1-1/2%) per month. 8.4 Time Extensions. This Agreement anticipates that Architect's services will proceed continuously in accordance with the Project schedule, If the Project is suspended for, or the time limits set forth in the original schedule are otherwise extended by, more than thirty (30) days beyond the dates established, Architect's compensation shall be equitably adjusted. 8.5 Change in Project Scope. If portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. Article 9 - Miscellaneous Provisions 9.1 Governing Law. This Agreement shall be governed by the law of the location of Architect's office identified in the Letter of Agreement. 9.2 Property Insurance Waivers. Client shall cause Architect and Architect's consultants to be named as Additional Insureds on Contractor's General Liability Policy and any property insurance purchased for the period of construction of the Project. Such insurance shall be endorsed to provide a waiver of the insurers' rights of subrogation against Architect and Architect's consultants. 9.3 Mutual Waiver of Consequential Damages. The parties hereby waive, as against each other, any claims for incidental, special, exemplary or consequential damages. 9.4 Assignment and Third Parties. Neither party shall assign this Agreement, any right arising out of it, or the performance of obligations hereunder, without the written consent of the other. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, any third party. 9.5 Royalties. Client acknowledges that Architect has designed and may design certain products manufactured by others for which Architect receives royalties based on sales volume. Prior to recommending any such product for use on a Project, Architect will endeavor to notify Client that Architect may receive royalties from the sale of the product and advise Client about any alternative products. Client agrees that inadvertent failure to advise Client of any such product designed by Architect for which Architect receives royalties shall not be the basis of any claim in law. 9.6 Professional Credits. Architect shall have the right to include representations of the design of the Project, including photographs, among Architect's professional materials, including, but not limited to, promotional materials, professional publications, and competition submissions, Client shall provide professional credit for the Architect in Client's promotional materials for the Project. 9.7 Latent Conditions. In the event that the Project includes any remodeling, alteration, or rehabilitation work, Client acknowledges that certain design and technical decisions shall be made on assumptions based on available documents and visual observations of existing conditions. 9.8 Areas and Measurements. Areas and measurements provided by Architect are derived from drawing dimensions or field measurements and are not intended to be used as the basis for calculating rent or for other similar purposes. 9.9 Hazardous Materials. Client acknowledges that Architect has no expertise in, and is not being retained for the purposes of, investigating, detecting, abating, replacing, remediating, or removing any items, products, or materials containing hazardous substances. 9.10 Design /Build by Contractor. Architect and its consultants shall have no responsibility for the design, technical adequacy or accuracy, installation, or performance of any Design /Build portions of the Project, 9.11 Anti - Bribery and Anti - Corruption Commitment. Client and Architect acknowledge their responsibilities and commitment to abide by and comply with international anti - corruption laws, including but not limited to the United States Foreign Corrupt Practices Act and the United Kingdom Anti - Bribery Act, and any amendments and related regulations, in addition to their own ethical guidelines. No Client or Architect employee, or any individual or entity acting on behalf of or for the benefit of either party, shall give anything of value, or that may be perceived as valuable, to a foreign official or any other individual for the purpose of influencing any act, securing any improper advantage, or obtaining /retaining business, Further, no Client or Architect employee may receive or accept anything of value, or that may be perceived as valuable, from any other individual for the purpose of influencing any act, securing an improper advantage, or obtaining /retaining business. Either party may terminate this Agreement at any stage of the Project, if it has a good faith basis to believe that the other party failed to comply with the provisions of this Section 9.11, including any non - compliance prior to the effective date of this Agreement. The non - compliant party shall indemnify the other party from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense), together with Interest thereon, arising out of or resulting from such non - compliance. 9.12 Entire Agreement and Non - Waiver. This Agreement represents the entire and integrated agreement between Client and Architect and supersedes all prior negotiations, representations, or agreements. No failure to act by either Party hereto shall be deemed to constitute a waiver of such Party's rights or remedies hereunder. Gensler STC Sept. 92014 Pa x e2 of