HomeMy WebLinkAboutAGENDA REPORT 2017 0906 CCSA REG ITEM 10U ITEM 10.U.
CITY OP MOORPARK,CALIFORNIA
City Council Meeting
ACTION:
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Sean an Corri9 City Engineer/Public ineer/Public Works Director
Prepared by: Shaun Kroes, Program Manager
DATE: August 18, 2017 (CC Meeting of 09/06/17)
SUBJECT: Consider Amendment No. 1 to Agreement with RJR Engineering
Group, LLC, for Final Design of the Metrolink South Parking Lot
Entrance
BACKGROUND/DISCUSSION
On April 8, 2016, the City executed an Agreement with RJR Engineering Group, LLC
(RJR), for final design of the Metrolink South Parking Lot second entrance. The project
is Item IV.A.8. of the City's FY 2017/2018 and FY 2018/2019 Mission Statement,
Priorities, Goals, and Objectives (approved by City Council on May 17, 2017.
The City and RJR have worked on iterations of the design that have included reducing
the original footprint of the parking lot (from 100 feet wide to 50 feet wide), removing an
initially proposed road block on First Street, widening the east-west parking lot entrance
(east of the second entrance) and changing the stormwater infiltration design twice.
The current draft design is provided as Attachment 1.
RJR has exceeded their original budget for design by approximately 68 hours (or
$9,871.08). RJR has proposed offsetting this overage by not performing geotechnical
engineering studies originally proposed in the amount of $9,499.98, leaving a net
increase of $371.10. The City Engineer/Public Works Director agrees that geotechnical
engineering studies are not necessary for this particular project. Per the City's request,
RJR has also received a proposal from a landscape architect to complete the planting
and irrigation plans for the project. The complete proposal (both additional design work
and landscape architect) is included in this staff report as Exhibit D to Attachment 2
(Amendment No. 1).
614
Honorable City Council
January, 20, 2016
Page 2
FISCAL IMPACT
RJR's original Agreement amount was for $38,299.98 plus a contingency of $3,830.00.
Amendment No. 1 increases the Agreement amount $6,744.10, to a total not to exceed
amount of $48,874.08 ($44,431.08 plus a contingency of $4,443.00). Design will be paid
from the Traffic System Management Fund (2001). There is sufficient funding in account
2001.311.00029.55300 for the increase.
STAFF RECOMMENDATION
Authorize the City Manager to sign Amendment No. 1 to the Agreement with RJR
Engineering Group, LLC, for additional design work and landscape architectural work, for
a revised total Agreement not to exceed amount of $48,874.08, subject to final language
approval of the City Manager.
Attachments:
1) Draft South Parking Lot Entry
2) Amendment No. 1
615
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. ^ R CITY OF MOORPARK �� �""T `E-N Q
. CHfatEDRI': R A METROLINK ENTRANCE IMPROVEMENTS a cE-R
e DESCRIPTION� RO,: ARM. DATE SMA°mamma .rte TN�� APN D.Y. PUBLIC WORKS DEPARTMENT PROJECT
ROJI T�D SOUTH PARKING LOT ENTRY DRAWN.NO. j
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Attachment 2
AMENDMENT NO. 1
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOORPARK
AND RJR ENGINEERING GROUP, LLC FOR FINAL DESIGN OF THE METROLINK
SOUTH PARKING LOT ENTRANCE
This Amendment No. 1 to the Agreement between the City of Moorpark, a
municipal corporation ("City"), and RJR Engineering Group, LLC, a limited liability
company ("Consultant"), for professional design services ("Agreement"), is made and
entered into the day of , 2017.
RECITALS
WHEREAS, on April 8, 2016, the City and Consultant entered into an Agreement
to have the Consultant provide professional design services for final design of the
Metrolink South Parking Lot second entrance; and
WHEREAS, additional design work has been required, including adjusting the
size of the second entrance, the parking lot east-west entrance, revised striping, and
revised stormwater infiltration design; and
WHEREAS, City has requested that Consultant assume additional landscape
architectural services; and
WHEREAS, Consultant has provided a Proposal dated August 8, 2017, which is
attached hereto as Exhibit D, in the net increase of six thousand one hundred thirty-one
dollars and ten cents ($6,131.10) plus a contingency in the amount of six hundred
thirteen dollars ($613.00); and
WHEREAS, the City and Contractor now desire to amend the Agreement to
increase the compensation for services to be performed by Contractor from forty-two
thousand one hundred twenty-nine dollars and ninety-eight cents ($42,129.98) by a
value of six thousand seven hundred forty-four dollars and ten cents ($6,744.10) for a
total contract value of forty-eight thousand eight hundred seventy-four dollars and eight
cents ($48,874.08), and document said agreement to amend by jointly approving
Amendment No. 1 to the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the parties to the
Agreement as follows:
I. Section 2, SCOPE OF SERVICES, is amended by replacing this section in its
entirety as follows:
"City does hereby retain Consultant, as an independent contractor,
in a contractual capacity to provide professional engineering services, as
set forth in Exhibit C and Exhibit D. In the event there is a conflict between
the provisions of Exhibit C and Exhibit D and this Agreement, the
language contained in this Agreement shall take precedence.
617
Consultant shall perform the tasks described and set forth in Exhibit
C and Exhibit D. Consultant shall complete the tasks according to the
schedule of performance which is also set forth in Exhibit C and Exhibit D.
Compensation for the services to be performed by Consultant shall
be in accordance with Exhibit C and Exhibit D. Compensation shall not
exceed the rates or total contract value of forty-four thousand four hundred
thirty-one dollars and eight cents ($44,431.08) plus a ten percent (10%)
contingency in the amount of four thousand four hundred forty-three
dollars ($4,443.00) without a written Amendment to the Agreement
executed by both parties. Payment by City to Consultant shall be in
accordance with the provisions of this Agreement."
II. Section 5, PAYMENT, is amended by replacing Paragraph 2 of Section 5 in its
entirety as follows:
"The City agrees to pay Consultant monthly, in accordance with the
payment rates and terms and the schedule of payment as set forth in
Exhibit C and Exhibit D, based upon actual time spent on the above tasks.
This amount shall not exceed a total contract value of forty-four thousand
four hundred thirty-one dollars and eight cents ($44,431.08), plus a ten
percent (10%) contingency in the amount of four thousand four hundred
forty-three dollars ($4,443.00) for a total contract value of forty-eight
thousand eight hundred seventy-four dollars and eight cents ($48,874.08)
for the total term of the Agreement unless additional payment is approved
as provided in this Agreement."
Ill. Remaining Provisions:
Except as revised by this Amendment No. 1, all of the provisions of the
Agreement shall remain in full force and effect.
Amendment No. 1 to Agreement between City of Moorpark and RJR Engineering Group, LLC. Page 2 618
In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
CITY OF MOORPARK RJR ENGINEERING GROUP, LLC
Steven Kueny Robert Anderson
City Manager President
Attest:
Maureen Benson, City Clerk
Amendment No. 1 to Agreement between City of Moorpark and RJR Engineering Group, LLC. Page 3 619
Exhibit D
(_iviling
Land Planning
Ilydrology/flood Coiilrol
Public Works Services
k.‘ Le. Storni Water Management
ynn;?r4 ENGIN E E R I N G:
August 8, 2017
CITY OF MOORPARK
799 Moorpark Avenue
Moorpark, California 93021
Attention: Mr.Shaun Kroes, Public Works Program Manager
Subject: CHANGE ORDER 1
Location: METROLINK ALTERNATIVE ENTRANCE •
CITY OF MOORPARK, CALIFORNIA
Dear Mr. Kroes: •
RJR Engineering Group (RJR) has prepared this Change Order(Change Order#1) in response
. to add work requested by the City, and multiple design changes.
WORK SCOPE REVISIONS
Task 2.1—Site Plan Design Revisions
The original scope of work outlined in the April 8, 2016 agreement envisioned a design for
the entrance to extend over two lots in conjunction with the limited width roadway. A.
series of subsequent designs has been established to provide a superior alternative limited
to encumbering one lot. This also included revised striping and revised stormwater
infiltration design.
The additional design fees are:
Design: 68 hours at$114.78=$-7,805.04
The original scope envisioned the need for a geotechnical report, however, no report is
needed, as RJR has utilized work from adjacent sites and our familiarity with the City
conditions. RJR utilized the following fees for compiling data and computing infiltration
rates:
Design: 18 hours at$114.78 =$ 2,066.04 (unbilled)
2340 Palma Drive,Suite 200 I Ventura,CA 93003 I •p:805.485.3935 I www.rjreng.c6r2 0
Therefore, RJR proposes to move the line item fees from Task C (a total of$9,499.98) and
applying the remaining balance ($9,499.98 - $2,066.04 (unbilled) _ $7,433.94 to apply to
the additional fees for Task 2.1.
The net change order for the task would be (-$371.10).
Task 2.2.—Landscape Architectural Services
As requested, RJR has obtained the attached proposal for Landscape Services. Total fees
will be:
Professional Design: $5,260.00
Reimbursable: $ 500.00
Total Fee: $5,760:00.
•
See attached.
AUTHORIZATION
RJR will initiate work upon execution and receipt of a City Change Order approval.
If you have any questions, please feel free to give me a call at 805.485.3935.
Sincerely,
RJR ENGINEERING GROUP, LLC.
edDe0". U.PrMhian \YDPzs
Robert W.Anderson
Principal Engineer
City of Moorpark Proposal/Metrolink Page:2
621
"11104,AL,„
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,
ARCH1TERRA
DESIGN GROUP
IANDSCAPE ARCHIRCTUFE AND PtANNING
July 18th, 2017
Mr. Robert Anderson
Prinicpal Civil Engineer
RJR Engineering
2340 Palma Drive, Suite 200
Ventura, CA 93003
RE; LANDSCAPE ARCHITECTURAL SERVICES PROPOSAL, METROLINK PARKING LOT
EXPANSION, MOORPARK, CA
Dear Mr.Anderson:
We are pleased to submit the enclosed proposal for Professional Services in connection
with the project referenced above. This agreement is by and between Architerra
Design Group, Inc. (A.D.G.),and RJR Engineering, Inc.(Client).
PROJECT OVERVIEW
ADG shall provide professional services on the project referenced above.The extent of
which may be generally described as the preparation of Construction Documents for
paving enhancements, landscape, and irrigation improvements for the south entrance
to the Metrolink Station in downtown Moorpark.
Our proposal is based on the improvements indicated on RJR's Engineering's "Metrolink
Entrance Improvements" sent.to our office via email from Shaun Kroes,the Public Works
Program Manager on June 16th, 2017. Scope of work includes Planting and Irrigation
Plans and Details for landscape areas adjacent to proposed drive and walk. All
hardscape improvements are per the civil engineer's plans.
Upon authorization to proceed from the Client. ADG will prepare the construction
documents necessary for installation of the landscape and irrigation improvements,The
construction documents will be prepared on 24"x36" base sheet at 10-scale to match
Street Improvement Plans. Hardscape layout, hardscape details,as well as fine grading
for the planter areas will be by RJR Engineering, Inc. ADG has Included time for
coordination with the civil engineer on stormwater UD/BMP's collection zones- where
required.
Agency processing of the completed plans will be by the Client.
ARCH1TERRADESIGNGROUPCOM
10221 A TRADEMARK STREET RANCHO CUCAMONGA CA 91730 I P NE(9091484-2800 fAx(909)484 2802
CA42034 A21129115 NV 11446 111184 NM 11538 622
RJR Engineering,Inc.
Moorpark Metrolink Parking Lot Expansion
Page 2 of 10
Our services are further defined below.
SCOPE OF SERVICES
ADG agrees to perform professional services for the Client as set forth below for the
Basic Fee as indicated:
A. Construction Document Phase to Include:
1. Base Sheet Preparation @ 10 scale,on 24"x36"sheet format, one sheet
total. Utilizing city standards with base information provided by RJR
Engineering Group.
2. Title Sheet coordination with RJR Engineering Group. Title sheet prepared
by RJR Engineering, Inc.
3. Coordination with RJR Engineering Group for landscape planter
grading/LID/BMP's for storm water collection and treatment.
4.. Irrigation Plan Preparation at 10-scale,one sheet.
5. Irrigation Detail Preparation.
6. . Prepare Water Efficiency Landscape Worksheet. '
7. Prepare 2 Irrigation Controller Charts. *
8. Planting Plan Preparation at 10-scale, one sheet, including plant palette.
9. Planting Detail Preparation.
10. Prepare Planting/Irrigation Hydro-zone Plan. *
11. Irrigation & Planting Specifications.
12. Contractor to provide Soils Test and Soils Management Report.
13. Prepare Annual Irrigation and Planting Maintenance Schedule.*
14. Agency Plan Check Corrections.
15. Project Administration (Preparation of Weekly Status Report and Project
Scheduling).
16. Telephone Consultation
17. Utility Research (Irrigation Point of Connection,water pressure).
B. Meetings Phase:
1. Client/Agency Progress Meetings. (2 allowed for)
Items required for California's Water Efficient Landscape Ordinance/Guidelines.
If the Scope of the Project as outlined above Is changed, a request for additional
services will be issued for the modifications. Bidding Assistance and Construction
Observation are not included in our scope of services. However, we can provide these
sevices through an extra service agreement,if required.
623
RJR Engineering,Inc.
Moorpark Metrolink Parking Lot Expansion
Page 3 of 10
FEES AND TERMS
Services described above shall be provided for in accordance with the terms and
conditions in Appendix A attached hereto and which is incorporated and made a part
of this Agreement by reference. We estimate the following fee breakdown by Phase:
We estimate the following fee breakdown by Phase:
A. Construction Document Phase: $4,500.00
B. Meetings Phase: $760.00
Professional Fee Total Hourly not to Exceed: $5,260.00
Reimbursable Expense Allowance* $500.00
'"We estimate that the cost of Reimbursable Expenses, as identified in Appendix A, will
be approximately the amount noted above. Reimbursable Expenses incurred are
based on the demands/needs of the Client.
GENERAL WORK PROGRAM AND TIME TABLE
Architerra Design Group proposes the following timetable for completion of this Project
after receipt of all necessary information from Client or Client's Consultants as listed
under"Owners/Architects Responsibility".
TASK PHASE WEEKS
Construction Document Phase 2-3
ADG shall render its services as expeditiously as is consistent with professional skill
and care.ADG shall not be responsible for delays that may occur due to causes beyond ADG's
reasonable control.
DESIGN APPROVAL
Mr. Robert Anderson has been designated as the person responsible for design
direction to ADG for this Project and has the authority for design approval. In the event
that the design, as approved by Mr. Anderson is rejected by others, and redesign is
required,such redesign shall be compensated as Additional Services.
MEETINGS AND SITE VISITS
This proposal includes Professional Service time for up to two 'meetings for coordination
with Client, agencies, consultants or Owner. Additional meetings shall be billed as Extra
Services. Travel expenses shall be billed as Reimbursable Expenses.
OWNER'S/ARCHITECT'S RESPONSIBILITY
624
RJR Engineering,Inc.
Moorpark Metrolink Parking Lot Expansion
Page 4 of 10
Client shall provide the following information, documents, or services as required for
performance of the work. ADG is entitled to rely upon the accuracy qnd completeness
of such information, documents, and services, and shall not be liable for errors or
omissions therein. Should ADG be required to provide services in obtaining or
coordinating compilation of any such information, drawings, or services shall be
charged as Additional Services.
1. Topography and boundary surveys.
2. Architectural floor plans and elevations for the proposed food service/retail
buildings.
3. Hardscape layout plans and details.
4. Geotechnical Soils testing and/or engineering.
5. Existing site engineering and utility base information.
6. Engineering other than that provided within the Scope of Services.
7. Agency processing of completed plans.
We would be pleased to answer any questions you may have to clarify the various
points above. If the proposal meets with your approval, please sign below where
indicated and return one copy for our files. I look forward to working with you on this
project.
Sincerely Yours,
410 erra Design Group Accepted: RJR Engineering,Inc.
err t
By:
- Title:
R'• ar• rumwiede Date:
Pres ent
CA RLA #2834
625
RJR Engineering,Inc.
Moorpark Metrolink Parking Lof Expansion
Page 5 of 10
APPENDIX A
Attached to and part of Agreement for Professional Services between Architerra Design
Group, Inc. (ADG), and RJR Engineering, Inc.dated July 181h, 2017.
FEES FOR PROFESSIONAL SERVICES
Services outlined under the Scope of Services shall be provided for the fixed sum
stipulated in the Agreement For Landscape Architectural Services.
PROJECT RESTART FEE
Because of substantial cost incurred by ADG to stop and restart a project once
underway, should this project's progress be halted at any time for 30 or more days by
the Client, for any reason, a project restart fee of $500.00, will be due and payable
immediately.
REIMBURSABLE EXPENSE
The following costs shall be reimbursed at cost plus 15% and are not included in the
Basic Fee for Services:
• Expense of reproductions for generation of original drawings, plan check
submittals and construction bidding, including printing, plotting, Xerox copying,
photo reproductions.
• All automobile mileage shall be paid at the standard rate for business
automobile use as set forth by the Internal Revenue Service.
• Cost of postage and shipping expenses other than first class mail.
• Photographic services, film and processing.
• Cost of models,special rendered exhibits, promotional photography, special
process printing, special equipment,special printed reports or publications maps
and documents approved in advance by Client.
• Agency Processing and fees paid for securing approval of agencies having
jurisdiction over the Project. (Plan check fees, variance applications, etc.).
• Fees for additional special consultants retained with the approval of Client.
ADDITIONAL SERVICES
ADG may incur expenses and costs, which are not included in the Basic Fee for
Services. If authorized by the Client and confirmed by ADG, ADG will perform said
Additional Services on a time and material basis, according to the following schedule:
Principal $165.00/Hour
Director of Design $140.00/Hour
Project Manager $110.00/Hour
626
RJR Engineering.inc.
Moorpark Metrolink Parking Lot Expansion
Page 6 of 10
Landscape Designer $85.00/Hour
Clerical $55.00/Hour
Additional Services Include but are not limited to:
1. Making planning surveys, feasibility studies, and special analyses of Client's
needs to clarify requirements for project programming.
2. Master planning.
3. Site Planning.
4. Revisions and changes in approved drawings and the preparation
alternatives or deductive change orders requested by Client.
5. Services with respect to replacement of any work damaged during
construction.
6. Services required as a result of the default or insolvency of the contractor.
7. Preparation of record drawings or of measured drawings of existing
conditions.
8. Providing prolonged construction observation should the construction time
be substantially extended through no fault of ADG.
9. Agency processing of completed plans if requested by Client.
If the duration of the Project continues past one year from the date of signing this
Agreement,ADG shall have the right to increase the hourly rate for Additional Services.
OVERTIME REQUESTS
It is ADG's responsibility to schedule the Project's completion under normal conditions
without the use of the staff on'an overtime basis. If the Client adjusts the deadline or
requests that the work be completed earlier than originally scheduled, requiring
overtime, the fees shall be adjusted to cover the increased costs incurred by ADG. The
hourly rates for overtime will be one and one-half (1-1/2) times the hourly rates listed
above.
BILLING PROCEDURES
A. All billing shall be done on a monthly basis. Invoices shall include charges for Basic
Services rendered to date of invoice and Reimbursable Expenses supported by an
itemized description.
B. Retainer: ADG shall be compensated an amount equal to 10%of the total fee at
the time of acceptance of the proposal.
C. Invoices for Additional Services shall be submitted on a monthly basis, supported
by an itemized description.
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RJR Engineering,Inc.
Moorpark Metrolink Parking Loi Expansion
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D. All invoices are due and payable upon receipt. Whenever the account is
delinquent (30 days past due), ADG may suspend without any resulting liability,
any further services called for this Agreement until said account is made current.
Not withstanding this provision,ADG may continue work beyond the time which
ADG could have suspended the work without waiving it's right hereunder.
E. if the Client fails to pay an invoice within seven days of the date payment is due,
ADG shall be entitled, upon three days notice,to suspend further services until all
accounts due have been paid.
LATE PAYMENT PENALTY
Client agrees to pay a monthly late payment penalty of one and one-half percent (1-
1/2%) per month, which will be applied to any unpaid balance commencing thirty 30-
days from invoice date.
OPINIONS OF PROBABLE CONSTRUCTION COSTS •
ADG has no control over the cost of labor, materials, or equipment, or over the
Contractor's method of determining prices, or over competitive bidding or market
conditions. Any Construction Cost estimates provided for herein are to be made on the
basis of ADG's experience and qualifications. These opinions represent ADG's best
judgment due to our familiarity with the construction industry. However, ADG cannot
and does not guarantee that proposals, bids, or the construction cost will not vary from
estimates prepared by ADG. If the Client wishes greater assurance as to the
construction cost, the Client shall employ an independent cost estimator.
OWNERSHIP AND COPYRIGHT
Ali drawings and documents produced under terms of this agreement are the property
of Architerra Design Group, and cannot be used for any reason other than to bid and
construct the above named project. The Client shall be granted a revocable license to
use the drawings and documents for the purpose of constructing, maintaining, and
operating the project, and shall not use such documents for any other purpose without
ADG's consent. The Client shall indemnify and defend ADG from any claim, loss or
damage arising out of the Client's failure to abide by the terms hereof.
INDEMNIFICATION
Architerra Design Group agrees, to the fullest extent permitted by law, to indemnify and
hold the Client harmless from any damage, liability or cost (including reasonable
attorneys' fees and costs of defense) to the extent caused by Architerra design Group's
negligent acts, errors or omissions in the performance of professional services under this
Agreement and those of his or her sub-consultants or anyone for whom Architerra
Design Group is legally liable. This indemnification expressly excludes the duty of
Architerra Design Group to defend the Client. However, the absence of the duty to
defend shall not preclude the Client from seeking its reasonable attorneys' fees as part
of its damages where and to the extent such fees are caused by Architerra Design
Group's negligence.
628
RJR Engineering,Inc.
Moorpark Metrolink Parking Lot Expansion
Page 8 of 10
The Client agrees, to the fullest extent permitted by Law, to indemnify and hold
Architerra Design Group harmless from any damage, liability or cost (including
reasonable attorneys' fees and costs of defense) to the extent caused by the Client's
negligent acts, errors or omissions and those of his or her contractors, sub-consultants or
consultants or anyone for whom the Client is legally liable, and arising from the project
that is the subject of this agreement.
Architerra Design Group is not obligated to indemnify the Client in any manner
whatsoever for the Client's own negligence.
CERTIFICATIONS
The Client shall indemnify ADG from claims arising out of any certifications, which are
required to be signed on behalf of the Client during the course of the project.
DISPUTE RESOLUTION
Client and ADG agree to mediate claims or disputes arising out of or relating to this
Agreement before initiating litigation. The mediation shall be conducted by a
mediation service acceptable to the parties. A party shall make a demand for
mediation within a reasonable time after a claim or dispute arises, and the parties
agree to mediate in good faith. In no event, shall any demand for mediation be made
after such claim or dispute would be barred by applicable law. Mediation fees shall be
shared equally.
PROJECT PROMOTION •
ADG has the right to photograph the above named project and to use the photos in
the promotion of the professional practice through advertising, public relations,
brochures or other marketing materials. Should additional photos be needed in the
future, the Client agrees to provide reasonable access to.the facility. The Client also
agrees to cite the name of Architerra Design Group as the designer in all publicity,
presentations, and public relations activities, which mention the name of or depict the
facility.
HAZARDOUS WASTE
Client shall indemnifyand hold harmless ADG and its consultants, agents, and
employees from and against all claims, damages, losses and expenses, direct and
indirect, or consequential damages, including but not limited to fees and charges of
attorneysand court and arbitration costs, arising out of or resulting from the
performance of the work by ADG, or claims against ADG arising from the work of
others, related to hazardous waste.
The above indemnification provision extends to claims against ADG which arise out of,
are related to, or are based upon, the dispersal, discharge, escape, release or
saturation of smoke, vapors,soot, fumes, acids,alkalis, toxic-chemicals, liquids, gasses or
any other material, irritant contaminant or pollutant in or into the atmosphere, or on,
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onto, upon, in or into the surface or subsurface soil, water or watercourses, objects, or
any tangible or intangible matter,whether sudden or not.
LIMITATION OF LIABILITY
The Client understands and acknowledges that the design and construction process for
this project poses certain risks to both ADG and the Client. The Client further
understands and acknowledges that the amount of risk that ADG can accept is tied, in
part, to the amount of compensation received for services rendered. ADG's fee for the
services offered is based on the Client's agreement to limit the ADG's liability as
described below. The Client further acknowledges that were it not for this promise to
limit ADG's liability, ADG's compensation would need to increase to address the risks
posed by the project. The Client, therefore acknowledging its right to discuss this
provision with legal counsel experienced in the design and construction process, as well
as other design professionals, voluntarily agrees that, to the fullest extent permitted by
law, ADG's total liability to the Client for any and all injuries, claims, liabilities, losses,
costs, expenses or damages whatsoever arising out of or in any way related to the
project or this Agreement for any cause or causes including, but not limited to, ADG's
negligence, errors, omissions or breach of contract, shall not exceed the total amount
of compensation received under this Agreement. This limitation of liability shallapply to
the Client's claims for damages as well as the Client's Claims for contribution and
indemnity with respect to third party claims.
MEANS AND METHODS
ADG shall not have control over or charge of and shall not be responsible for
construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, since these are solely the
Contractor's responsibility under the Contract for Construction. ADG shall not be
responsible for the Contractor's schedules for failure to carry out the Work in
accordance with the Contract Documents. ADG shall not have control over or charge
of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or
of any other persons performing portions of the Work.
LAW
This Agreement shall be interpreted and enforced according to the laws of the State of
California.
TERMINATION
It is understood that these services may be terminated upon 10 days' written notice for
cause by either party. In this event, ADG shall be compensated for all work-performed
prior to date of termination at the rates set forth above,
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REVOCATION
This proposal shall be considered revoked if acceptance is not received within 60 days
of the date hereof.
STATE REGULATIONS
Landscape architects are licensed by the State of California.
MISCELLANEOUS PROVISIONS
This agreement is the entire and integrated agreement between Client and ADG and
supersedes all prior negotiations, statements or agreements, either written or oral. The
parties may amend this Agreement only by a written instrument signed by both Client
and ADG.
In the event that any term or provision of this Agreement is found to be unenforceable
or invalid for any reason, the remainder of this Agreement,shall continue in full force
and effect, and the parties agree that any unenforceable or invalid term or provision
shall be amended to the minimum extent required to make such term or provision
enforceable and valid.
Neither Client nor ADG shall assign this agreement without the written consent of the
other.
Nothing in this Agreement shall create a contractual relationship for the benefit of any
third party.
END
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