AGR-6976 - GRIFFIN STRUCTURES INC - CORPORATION YARD CONCEPTUAL DESIGN SERVICESAC-,R-Vt76
PROFESSIONAL SERVICES AGREEMENT
Corporation Yard Conceptual Design Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this %day of a 2020 (the "Effective Date") by and
between the CITY OF ORANGE, a municip corporation ("City"), and GRIFFIN
STRUCTURES, INC., a California corporation ("Consultant"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. Consultant shall perform all services in a manner reasonably satisfactory to
City and in a manner in conformance with the standards of quality normally observed by an entity
provided such services to a municipal agency. All services provided shall conform to all federal,
state and local laws, rules and regulations and to the best professional standards and practices. The
terms and conditions set forth in this Agreement shall control over any terms and conditions in
Exhibit "A" to the contrary.
Alan Truong, Deputy Director ("City's Project Manager"), shall be the person to whom
Consultant will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Consultant shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. Consultant's total compensation for all services performed under this
Agreement, shall not exceed FORTY-NINE THOUSAND NINE HUNDRED EIGHTY
DOLLARS and 00/100 ($49.980.00) without the prior written authorization of City.
b. The parties recognize that additional, unforeseen work and services may be
required by the City's Project Manager. In anticipation of such contingencies, the sum of FOUR
THOUSAND NINE HUNDRED NINETY-EIGHT DOLLARS and 00/100 ($4,998.00) has been
added to the total compensation of this Agreement. The City's Project Manager may approve the
additional work and the actual costs incurred by the Contractor in performance of additional work
or services in accordance with such amount as the City's Project Manager and the Contractor may
agree upon in advance. The Contractor agrees to perform only that work or those services that are
specifically requested by the City's Project Manager.
C. The total amount of compensation under this Agreement, including
contingencies, shall not exceed FIFTY-FOUR THOUSAND NINE HUNDRED SEVENTY-
EIGHT DOLLARS AND 00/100 ($54,978.00).
d. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Consultant shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Consultant the amount invoiced within thirty (30) days, but
may withhold 10% of any invoice until all work is completed, which sum shall be paid within
thirty (30) days of completion of the work and receipt of all deliverables.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Consultant.
5. Licenses. Consultant represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Consultant and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and not an employee of City. City shall have the
right to control Consultant only insofar as the result of Consultant's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Consultant shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Consultant shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Consultant acknowledges that it and any subcontractors, agents or employees employed by
Consultant shall not, under any circumstances, be considered employees of City, and that they
shall not be entitled to any of the benefits or rights afforded employees of City, including, but not
limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits,
or health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Consultant Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Consultant
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Consultant
shall commence the work provided for in this Agreement within Ten (10) days of the Effective
Date of this Agreement and diligently prosecute completion of the work or as otherwise agreed to
by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Consultant shall
do all things necessary and incidental to the prosecution of Consultant's work.
12. Reserved.
13. Delays and Extensions of Time. Consultant's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Consultant must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Consultant believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Consultant. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Consultant for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Eaual Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Consultant shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Consultant shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates ofpay or other forms
of compensation and selection for training, including apprenticeship. Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Consultant shall, in all solicitations and advertisements for employees
placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration
for employment without regard to race, color,, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Consultant shall.cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Consultant agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Consultant, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemni .
a. To the fullest extent permitted by law, Consultant agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Consultant's employees or Consultant's subcontractor's
employees arising out of Consultant's work under this Agreement, including any and all claims
under any law pertaining to Consultant or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Consultant, or person, firm, or corporation employed by Consultant, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Consultant, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Consultant agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Consultant and its successors.
18. Insurance.
a. Consultant shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Consultant understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Consultant shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Consultant shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of (1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non -owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
f. Consultant shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Consultant agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Consultant shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Consultant will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Consultant shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Consultant shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Consultant for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Consultant.
IL Consultant agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery.
Consultant hereby grants to City, on behalf of any insurer providing insurance to either Consultant
or City with respect to the services of Consultant herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1. Consultant shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Consultant not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Consultant shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Consultant for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Consultant and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Consultant's records regarding the services provided under this Agreement. Consultant
shall maintain all such records for a period of at least three (3) years after termination or completion
of this Agreement. Consultant agrees to make available all such records for inspection or audit at
its offices during normal business hours and upon three (3) days' notice from City, and copies
thereof shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Consultant shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Consultant's
employees; and
4) Has responded, and shall at all tines during the. term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form 1-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
C. Consultant shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.b.
d. Consultant shall, upon request of City, provide_a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be home by Consultant. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to. City, accompanied by
the verification required herein for such employees.
e. Consultant shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 21.d.
L If Consultant or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
g. Consultant agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Consultant's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Consultant agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR"
Griffin Structures, Inc.
2 Technology Drive, Suite 150
Irvine, CA 92618
Attn.: Dustin Alamo, Vice President
Telephone: 949-497-9000
E-Mail: dalamo@gdffinstructures.com
CITY,
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Alan Tmong
Telephone: 714-532-6487
E-Mail: atmong@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder of page intentionally left blank; signatures on next page]
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR"
GRIFFIN STRUCTURES, INC.
a California corporation
By:
Printed Name: S w!
Title: U(GE 0
aBy.
Printed ame: 0eUy /
Title
APPROVED AS TO FORM:
NA A to
Mary E. B' ing
Senior Assistant City Attorneo
CITY"
CITY OF ORANGE, a municipal corporation
By: * ) (, /Y,,w
rk A. Murphy, Mayor
ST:
Pamela Coleman, City Clerk
NOTE: City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
10
SCOPE OF SERVICES
Beneath this sheet.]
Request for Proposals Page 6 of
City of Orange Corporation Yard Renovation
Attachment A
Scope of Work
Conceptual Design Services:
The Consultant shall coordinate and meet with all City Departments to determine the needs from each
Department. Base on the needs and -current regulations, the Consultant shall propose the conceptual
design plans with the following:
Space allocation for City equipment & vehicles, employee parking with continued Americans with
Disabilities Act (ADA) compliance
Regulatory upgrades for compliance with current National Pollutant Discharge Elimination
System (NPDES) and environmental regulations
Solar power feasibility and production study and system conceptual design
Evaluate site condition and relocate storage spaces designated for the Police, Fire, Community
Services, and various Divisions within the Public Works Department.
Environmental covers / structures for bulk storage bins
Solar panel equipped carport style structure for large equipment parking with battery demand
response
Drainage system improvements
New car wash structure and equipment space study
Potential new water well site with treatment and backup generator
Electrical charging stations for both City and employee use
City Department's space allocation request:
Community Services/ Parks Department
Bigger Storage, Open Air and Enclosed
2 bunkers, top soil and DG
Spot for Box Trailer
Dump Site for landscaping material
4 Low Docks for landscape
Public Works — Maintenance/Fleet/Facility Division
10 bunkers for material
10 tol2low docks for trash and sweeping debris
Perimeter fence for security all around
Second access gatelentrance along Struck Ave.
Increase size of current gate off Struck Ave,
Relocate Pierce Park and renovate
New enclosed storage structures
City Vehicle Parking
Personal Vehicle Parking
Public Works — Traffic Division
Traffic enclosed shed and open air area. (poles, light fixtures 40.50, bulk storage)
Relocate two existing storage structures
Public Works — Water Division
Request for Proposals Page 7 of 9
City of Orange Corporation Yard Renovation
100' x 100' approx. area for new water well site
2"s SCADA room
20' x 20' plant operator room
Emergency Generator
From well head 50' radius of above ground clearance
PFAS Treatment
Police Department
Fenced Open Air (Storage area for bikes, impound, homeless items. (possibly along the south
fence line)
Enclosed structure
Cover structure for DUI trailer and 3 more trailers
AOT (Police Officer Training Room)
Additional police employee parking
All design services will be performed in accordance with all applicable codes and requirements,
including but not limited to the latest California Building Code (CBC) and City of Orange Standards,
Codes, and Ordinances. Conceptual design services will include at maximum ten (10) meetings with
the City or as needed to review and discuss project issues/concems. The Consultant shall prepare all
documentation, submittals, material boards and exhibits necessary to obtain Community Development
Department's Planning Division and Building Division's approval.
Prepare Conceptual Design Plans for approval by the City. Services shall expand the development of
the accepted feasibility study to include dimensioned drawings, draft specifications and material and
equipment standards, including, but not limited to, the subtasks listed below:
Site plan
Exterior elevations
Carport plan (possible solar)
Roof plan (possible solar)
Building/Storage sections
AutoCAD electronic file submittal for final conceptual design
Design and Construction cost estimates