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HomeMy WebLinkAboutE-4 Staff Report - PSA - Studio T-SQ2, Inc.CONSENT ITEM E-4 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: LUCY DEMIRJIAN, SENIOR PROJECT MANAGER DATE: AUGUST 19, 2024 SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH STUDIO T-SQ2, INC. TO PROVIDE ARCHITECTURAL SERVICES FOR THE PROMENADE AT CITRUS (890 THE PROMENADE) BACKGROUND: The City of Azusa currently owns a ±8,206 square foot vacant commercial facility located at 890 The Promenade. On February 1, 2022, the City of Azusa entered into a Lease Agreement with the Los Angeles County Metropolitan Transportation Authority (LA Metro) for use of the city-owned facility as System Security and Law Enforcement Offices to support the operation of the Metro L Line (Gold). In order to facilitate the intended use, LA Metro requested the City build-to-suit the premises per a mutually agreed upon space plan. Following a formal bid process on March 1, 2022, construction bids received had cost proposals above the estimated and approved budget for the Project. Per the Lease Agreement, LA Metro is responsible for funding all project-related costs beyond the City’s contribution limit, and therefore the Agency must approve the final project budget and bid assignment. On July 13, 2022, LA Metro provided the City a letter clarifying that they did not have CEO approval to increase the Project budget by the full amount required to cover cost increases at that time. Subsequently, on July 18, 2022, the Azusa City Council rejected all bids and proposals for the Project with the understanding of both parties that the Project would be re-bid at a future date. RECOMMENDATIONS: Staff recommends that the City Council take the following actions: 1)Waive the purchasing procedures as authorized under Azusa Municipal Code Section 2-539; and 2)Approve Professional Services Agreement with Studio T-SQ2, Inc. in an amount not to exceed $184,034; and Approved City Council August 19, 2024 Approve Professional Services Agreement with Studio T-SQ2 Inc. August 19, 2024 Page 2 3) Authorize the City Manager to execute the agreement, in substantial form, subject to minor modifications acceptable to the City Attorney, on behalf of the City. ANALYSIS: LA Metro intends to use the premises for a System Security and Law Enforcement office to support the Gold Line. The City awarded contract to Studio T-SQ2 Inc. in April 2020, to provide architectural design to meet the needs of the tenant. However, as the initial bids received in 2022 exceeded the project budget, the project did not move forward. Since that time, City staff have been in regular communication with LA Metro and continue to collect the lease payments per the agreed upon lease terms. Most recently, LA Metro representatives have reaffirmed their desire to move forward with this project and have asked to scale down the improvement in order to meet the budget. After discussion with LA Metro representatives on the modifications needed for the space, a more comprehensive re-design of the interior is necessary. This will include a phasing of the project should estimated costs exceed the remaining budget top prevent further delays. Staff recommends the City Council approve a Professional Services Agreement with Studio T-SQ2 Inc. to develop a non-structural, interior design package including drawings and finish selections, and construction cost estimation services. Under Section 2-539 of the Azusa Municipal Code, the City Council at its discretion may waive the purchasing procedures to fit a specific purchase or contract. Professional management and special services as defined in the Municipal Code include work performed by architects and are not subject to the informal, formal or competitive bidding requirements and may be procured through negotiated contract. Studio T-SQ2 Inc. served as the architect firm who designed the original building structure and the initial interior design drawings. They have an adequate level of experience required to draft the plans and respond to requests of the tenant on behalf of the City. It is in the City’s benefit to contract with Studio T-SQ2 Inc. than to obtain the service at the lowest cost to the City given they have the necessary background information of the building. Staff believes that the Azusa Municipal Code Section 2-539 is applicable and recommends the purchasing procedures be waived. FISCAL IMPACT: The total project budget for tenant improvements, including labor, materials, furniture, fixtures and equipment (FF&E), associated professional service costs, fees, and built-in contingencies, was $3,111,498. Of this amount, the City’s contribution limit was $30 per square feet, or $246,180, which has been exceeded. LA Metro representatives have agreed to charge any City overages to the remaining project budget of $2,865,318. Since the City has exceeded agreed upon contribution limit for tenant improvements, the total cost for the PSA will come from LA Metro’s project budget. Funding has been received under account 4680000625-7140/62519A-7140. Approve Professional Services Agreement with Studio T-SQ2 Inc. August 19, 2024 Page 3 Prepared by: Lucy Demirjian Senior Project Manager Fiscal Impact Reviewed by: Reviewed and Approved: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) Professional Services Agreement – Studio T-SQ2, Inc. 8513273_1 CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1.PARTIES AND DATE. This Agreement is made and entered into this 19th day of August, 2024, by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and Studio T-SQ., Inc., a California corporation, with its principal place of business at 115 Pine Ave. Ste 425 Long Beach, CA 90802 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” 2.RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing architectural design services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Promenade at Citrus, 890 The Promenade, Azusa CA project (“Project”) as set forth in this Agreement. 3.TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional architectural design services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from August 20, 2024 to June 30, 2025, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Consultant. Attachment 1 Studio T Square Page 2 of 24 8513273_1 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Chris Bystedt, Abel Morales. 3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee. Studio T Square Page 3 of 24 8513273_1 3.2.6 Consultant’s Representative. Consultant hereby Chris Bystedt, or his/her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). 3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free Studio T Square Page 4 of 24 8513273_1 and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections. 3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub- subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Studio T Square Page 5 of 24 8513273_1 3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel- powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Consultant’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care Studio T Square Page 6 of 24 8513273_1 requirements set forth in this Agreement, Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Consultant further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Consultant with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits; and (4) Cyber Liability Insurance. Studio T Square Page 7 of 24 8513273_1 (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement. 3.2.11.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to limits. 3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self- insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance Studio T Square Page 8 of 24 8513273_1 coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B). (C) Workers’ Compensation and Employers’ Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) Cyber Liability Insurance. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. (E) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. 3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Studio T Square Page 9 of 24 8513273_1 3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement. 3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Consultant shall maintain complete and accurate Studio T Square Page 10 of 24 8513273_1 records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Eighty Four Thousand and Thirty Four Dollars and Zero Cents ($184,094) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of Studio T Square Page 11 of 24 8513273_1 business and at the project site. 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. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 Ownership of Materials and Confidentiality. 3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the Studio T Square Page 12 of 24 8513273_1 payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City. 3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.5.4 Confidentiality. All Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6 General Provisions. 3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Studio T Square Page 13 of 24 8513273_1 Chris Bystedt Studio T-Sq2 Inc. 115 Pine Ave., Suite 425 Long Beach, CA 90802 City: City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Attn: Lucy Demirjian, Senior Project Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.2 Indemnification. 3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless AGENCY and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of CONSULTANT, its officers, agents, employees or subconsultants (or any agency or individual that CONSULTANT shall bear the legal liability thereof) in the performance of services under this AGREEMENT. CONSULTANT’s duty to indemnify and hold harmless AGENCY shall not extend to the AGENCY’s sole or active negligence. 3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this AGREEMENT, and upon demand by AGENCY, CONSULTANT shall defend the AGENCY at CONSULTANT’s cost or at AGENCY’s option, to reimburse AGENCY for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by CONSULTANT’s negligent acts, errors or omissions. Payment by AGENCY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and AGENCY, as to whether liability arises from the sole or active negligence of the AGENCY or its officers, employees, or agents, CONSULTANT will be obligated to pay for AGENCY’s defense until such time as a final judgment has been entered adjudicating the AGENCY as solely or actively negligent. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. 3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Studio T Square Page 14 of 24 8513273_1 In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.6.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for Studio T Square Page 15 of 24 8513273_1 in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.15 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action. 3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. [SIGNATURES ON NEXT PAGE] Studio T Square Page 16 of 24 8513273_1 CITY OF AZUSA STUDIO T-SQ2, INC. By: By: Robert Gonzales Mayor Name: Attest: Title: Jeffrey Lawrence Cornejo, Jr. City Clerk By: Name: Approved as to Form: Title: Best Best & Krieger LLP City Attorney A-1 8513273_1 EXHIBIT “A” SCOPE OF SERVICES The Architect shall provide the design services and documentation for the bidding and construction of the non-structural Tenant Improvements for the LA Metro Security Services Office at The Promenade at Citrus, 890 The Promenade, Azusa CA. The Architect’s services shall include modifications to the existing Building Shell and Plumbing, Mechanical, Electrical, and Fire Protection Systems. This Proposal’s Scopeof Work is for Architectural design services, except for Client-provided consultants the Consultants’ design services, anticipated to be hired by the Architect and under its scope of work for coordination, are included with related scope and fees. Specifically, these include updated MEP, Fire & Sprinkler, FF&E, and Cost Estimation services. The project will be designed based on the City of Azusa zoning and design standards, as well as the client’s provided program. (Hereinafter referred to as the “Project”). A. Task 1 - Discovery - Preliminary Design & Programming The Architect will coordinate the services of a laser measuring firm (Client provided) to measure and prepare Revit base drawings of the readily visible existing building conditions specific to the building at 890 The Promenade, Azuza, CA 91702. Further, the Architect will coordinate with the Client-provided programming documents and requirements for the development of the building as a security office. The Architect will meet with the City of Azuza (Planning, Building and Fire) to verify City requirements for the project and coordinate with the City to understand their preferred permit submittal requirements. DELIVERABLES • Revit as-built base building drawings • Project program indicating spatial needs, uses and adjacencies • List of City requirements relating to the project • Preliminary project schedule • Zoning Research • Site Evaluation • Site Analysis Diagrams • Concept site plan • Parking plans • Building plans • Diagrammatic identification of major planning access, parking, and service access B. Task 2 - Schematic Design Based upon the City requirements and approved project program, Architect will provide up to (2) space plan options for the proposed LA Metro transit security offices, private security offices, ambassador offices, and shared common spaces and support facilities for client’s review and approval. DELIVERABLES: An SD Drawing package that includes the following: • (2) Dimensioned space plan options of the proposed security offices • A finalized space plan based on Client’s feedback • Site Plan • Building Plans A-2 8513273_1 • Project Summary • Building Sections • 3-D digital views – rough renderings • Exterior plan for the outdoor patio area and exterior elevations • Updated Project Schedule • (2) Design Iteration changes included in this phase APPROVAL: At completion of the Schematic Design phase, Architect will present the current design in an SD drawing packet. Client will review and approve the design and documentation (with comments, if necessary) prior to Architect proceeding with Design Development phase. MEETINGS: Budget anticipates (3) three project team coordination meetings. Additional meetings, if required, will be billed on an hourly basis. C. Task 3 - Design Development Based upon the approved Schematic Design package, Architect will collaborate with Client and Design Consultants to provide code compliant design solutions and prepare dimensioned building plans, elevations and sections, major details, preliminary schedules and outline specifications. In addition, Architect will collaborate with consultants, including, structural, (if necessary), MEP, and others, as required per the approved fee breakdown, to establish the basis of design for consultant work related to the overall project. DELIVERABLES: • Title Sheet • Architectural Site plan • Building Plans • Roof Plan • Building Sections (as needed) • Building Elevations • Building Sections • Key Building and Architectural Details • Exterior Elevations • Color and material boards • Green Building checklist (if required by city) • Professional architectural digital renderings/animation (Optional additional scope if requested by Client) • Key enlarged plans and Interior Elevations • Preliminary Schedules (door, window, finishes) • Preliminary Specifications (prepared in conjunction with Client) APPROVALS: At completion of the Design Development Documents phase, the Architect will present the current designs and documentation in the form of a DD drawing set package to the Client(s). Client will review and approve the design and documentation (with comments, if necessary) prior to Architect proceeding with Construction Documents phase. MEETINGS: Budget anticipates (4) four project team coordination meetings. A-3 8513273_1 D. Task 4 - Construction Documents Based upon the approved Design Development drawings, outline specifications and Client provided construction cost estimate, Architect will collaborate with Client and Client’s Consultants to prepare dimensioned building plans, dimensioned elevations and sections, major details, schedules and specifications in a single permit submittal package of Construction Documents. DELIVERABLES: • Title Sheet, Drawing index/cover sheet, General Notes sheet with Project data and area totals • Code analysis sheets w/ exiting egress plans and plumbing fixture totals, per code • Architectural Site Plans • Parking Plans • Building Plans • Enlarged Plans as needed • Building Sections • Exterior Elevations • Interior Elevations (quantity and views at Architect’s discretion) • Schedules (door, window, hardware (if applicable), and finishes) • Building and Architectural Details • Sheet Specifications • Consultant Drawings will be included as a part of the deliverable package • Coordination with furniture vendor • Coordination with signage vendor APPROVAL: At completion of the Construction Documents phase, the Architect will present the current designs and documentation by submitting to Client a Construction Documents package. Client will review and approve the design and documentation (with comments, if necessary) prior to Architect proceeding with permitting and bidding. MEETINGS: Budget anticipates (4) four project team coordination meetings. Additional meetings, if required, will be billed on an hourly basis. E. Task 5 - Permitting and Plan Check Architect, in collaboration with Architect’s consultants, will coordinate with the city and/or the city’s outside plan check review entity, or Client provided permit consultants to assist Client in obtaining a permit for construction. AGENCY PROCESSING: To assist the Client, the Architect will apply for the Building Permit and submit Construction Documents for the plan check process. The Client is responsible for all plan check fees. Architect cannot predict the exact review time or quantity of plan check comment rounds that will be required by the plan checking review process of the Authority Having Jurisdiction (AHJ). MEETINGS: Meeting budget anticipates (2) two rounds of plan checks during Agency Processing. Additional rounds, if required, will be billed on an hourly basis. F. Task 6 - Bid Support Services A-4 8513273_1 The Architect, following the Client's approval of the Construction Documents, shall assist the Client in answering bidding questions. This work shall be for one negotiated contractor and for one bidding process, including responding to requests for clarification. Additional bidding services for multiple bids or packages will be additional services, if required, will be billed hourly. G. Task 7 – Fixtures. Furniture & Equipment Coordination The Architect will coordinate with Vendor to provide product line recommendations in accordance with Client’s stated budget as part of the concept interior design submittal package. Interior Designer to be hired directly by Client. Vendor Coordination: Vendor will provide Interior Designer with Fixtures, Furniture, and Equipment schedule and layout diagrams to be incorporated into Interior Designer’s deliverables. H. Task 8 - Construction Administration Based on the Permit Set of drawings and specifications, Architect will respond to Contractor RFI’s, issue ASI’s, as required, and will provide review of submittals consisting of contractor/supplier shop drawings, samples and product data. As requested by the Client, Architect to provide four (4) site visits over the course of four (4) months of construction only to determine if the construction is proceeding in general conformance with the architectural design intent of the construction drawings and specifications prepared by Architect. Additional site visits in accordance with Client’s request will be regarded as Additional Services. Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, construction delays due to others or force majeure, or for safety precautions and programs in connection with the work of Client’s contractor, nor shall Architect be responsible for the contractor’s failure to perform the work in accordance with the requirements of the Contract Documents prepared by Architect. Architect shall not have control over or charge of, and shall not be responsible for, acts or omissions of the contractor or of any other persons or entities performing portions of the work. Architect’s review of submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the contractor’s responsibility. Architect’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, schedules, or procedures. Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. Fees established for this phase are for one general contractor constructing the entire project in a single phase. Architect’s obligation to provide Basic Services under this Agreement will end when the final Certificate for Payment is signed by Architect, or in the absence of a final Certificate for Payment, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. DELIVERABLES: • One Preconstruction Meeting • OAC Meetings – Every (2) weeks. Total (8) meetings total. (3) to occur on site concurrent with site visits, other meetings to occur via teleconference/remote conference. • Response to RFI’s. • Review of sub-contractor shop drawings and product submittals. A-5 8513273_1 • Job Walk/field observation notes for each site visit. • One round of Punch List Review/Walk-Through/Closeout • Fee basis is construction duration of 4 months (16) weeks total with six (6) hrs./week average at $180/hr. average rate. EXCLUSIONS AND ADDITIONAL SERVICES A. Exclusions from Basic Services The following items, unless specifically included in Architect’s services, are specifically excluded from the services to be performed by Architect under this Agreement. 1. Preparation of any drawings or specifications normally included in the services of a landscape architect, civil engineer, structural engineer, mechanical engineer, electrical engineer, plumbing engineer, acoustical engineer, or other design/engineering disciplines. 2. De-watering design and engineering 3. Shoring design and engineering. 4. Graphics/Signage consultant 5. Traffic and parking consultant 6. Elevator consultant 7. Special consultants required for gas, water or asphalt conditions. 8. Design or production of brochures 9. Interior design or decoration. 10. Renderings or models 11. The preparation of record documents 12. Construction cost estimates 13. Hazardous waste, toxic substances investigation, methane gas responsibility or any remediation services 14. Building Envelope Design (specialized waterproofing) 15. Exterior Building Maintenance/Window Washing Design 16. Revit modeling or documentation beyond Level of Detail 200 17. BIM Clash detection 18. Services related to peer reviews, constructability reviews, or similar third party or QA reviews or documentation 19. Services related to RFI’s (Requests For Information) prior to the commencement of the Construction Administration phase of services from a general contractor, subcontractor, or similar party 20. Services related to BIM (Building Information Modeling) provided by others 21. Value Engineering related services 22. Any services not otherwise specified in the Agreement as part of the Work B. Additional Services Revisions to the drawings and other documents previously prepared by Architect that are required as a result of the events listed below shall be Additional Services, for which Architect shall be paid by Client, and which shall commensurately extend the time within which Architect shall perform the services: 1. Services necessitated by a change in previous instructions or approvals given by the Client, or a material change in the Project or Client’s program including, but not limited to, size, quality, complexity, the Client’s schedule or budget for Cost of the Work, or procurement or delivery method; 2. Services necessitated by Client’s request for environmentally responsible design A-6 8513273_1 alternatives, such as unique system designs, material research, energy modeling, or LEED® certification; 3. Changing or editing previously prepared drawings or specifications necessitated by the enactment or revision of codes, laws or regulations or official interpretations following Architect’s preparation of such documents; 4. Services necessitated by decisions of Client not rendered in a timely manner or any other failure of performance on the part of Client or Client’s consultants or contractors; 5. Preparation of design and documentation for alternate bid or proposal requests proposed by Client; 6. Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where Architect is party thereto; C. Hourly Rates For Compensation on and horyul basis, please refer to the current Hourly Rate Schedule. D. Compensation for Reimbursable Expenses Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect directly related to the Project, with a 15% additional mark-up for administrative handling, as follows (unless otherwise noted below): 1. Transportation and authorized out-of-town travel and subsistence; 2. Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; 3. Permitting and other fees required by authorities having jurisdiction over the Project; 4. Printing, reproductions, plots, and standard form documents; 5. Postage, handling, and delivery; 6. Expense of overtime work requiring higher than regular rates, if authorized in advance by the Client; 7. Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Client or required for the Project; 8. If required by the Client, and with the Client’s prior written approval, the Architect’s consultants’ expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect’s consultants; 9. All taxes levied on professional services and on reimbursable expenses; 10. Site office expenses; 11. Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, 12. Other similar Project-related expenditures. 13. Consultants retained by the Architect shall include a 15 % additional mark-up for administrative handling. B-1 8513273_1 EXHIBIT “B” SCHEDULE OF SERVICES DESIGN SCHEDULE (12 weeks) 8/20/2024 – 8/23/2024: Programming (1 week) Finalize client program Revise space planning layouts 8/23/2024 – 9/13/2024 Schematic Design (3 weeks) – Finalize Design Changes with Client Update Schematic Design plans based on agreed programming DESIGN DEVELOPMENT (4 weeks): 9/13/2024 – 10/11/2024 9/13 Client to review SD plans and approve kick-off of DD phase Review SD plans with MEP consultants 10/11 Client to review DD plans Kick-Off MEP consultants for CDs CONSTRUCTION DOCUMENTS (4 weeks): 10/11/2024 – 11/8/2024 10/11 – 11/8 Construction Documents, FF&E Completed 11/8 Submit to Plan Check 11/8 – 12/6 Cost Estimate Started (Update Cost Estimates after first round Plan Check, as needed) PLAN CHECK SCHEDULE (12 weeks) First Round City Review (3 weeks) 11/8/2024 – 11/29/2024 City Plan Check Review Respond to 1st Plan Check Comments (2 weeks) 11/29/2024 – 12/13/2024 Respond to Plan Check Comments 12/13 – 12/27 Revised Cost Estimate Second Round City Review (3 weeks) 12/13/2024 – 1/3/2025 City Plan Check Review Respond to 2nd Round Plan Check Comments (2 weeks) 1/3/2025 – 1/17/2025 Respond to Plan Check Comments B-2 8513273_1 Third Round City Review (1 week) 1/17/2025 – 1/24/2025 City Plan Check Review Administrative Comments for Permit Set (Ready to Issue) Respond to 3rd Plan Check Comments (1 week) 1/31/2025 Permit Set Ready to Issue / Bid Set Ready to Issue BID SUPPORT SCHEDULE (approx. 8 weeks) 1/31/2025 – 3/28/2025 1/31/2025 Bid Set Issued 3/28/2025 Contract Award CONSTRUCTION SCHEDULE (20 weeks, estimate, TBD) 4/11/2025 – 8/29/2025 Construction Schedule C-1 8513273_1 EXHIBIT “C” COMPENSATION Hourly Rates Schedule For Compensation on an hourly basis, the following rates shall apply: A. Executive Principal at the fixed rate of: $ 250per hour B. Principal at the fixed rate of: $210 per hour C. Project Director II/Sr Proj Mgr II/Sr Proj Archt II at the fixed rate of: $185 per hour D. Project Director I/Sr Proj Mgr I/Sr Proj Archt I at the fixed rate of: $175 per hour E. Senior Designer II/Proj Mgr/ Proj Archt at the fixed rate of: $160 per hour F. Job Captain II/Senior Designer I at the fixed rate of: $130 per hour G. Designer III/Job Captain I at the fixed rate of: $120 per hour H. Designer II at the fixed rate of: $100 per hour I. Designer I at the fixed rate of: $85 per hour J. Other employees: Three (3) times their direct personnel expense Note: Hourly Rates are subject to periodic update in accordance with the normal review practices of Studio T-Square.