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Home My WebLink About115-89 RESOLUTION NO. 115-89 APPROVING LANDSCAPE DESIGN SERVICES AGREEMENT WITH MELVIN LEE ASSOCIATES, INC. REGARDING SERVICES IN CONNECTION WITH TASSAJARA RANCH ASSESSMENT DISTRICT WHEREAS, on March 31, 1988, by Resolution No. 29-88 the Town Council of the Town of Danville created the Tassajara Ranch Assessment District; and WHEREAS, the purpose of such District is to provide, among other things, for the installation of landscaping on Camino Tassajara, Crow Canyon Road, and collector streets within the new housing subdivisions included in the Assessment District; and WHEREAS, the Town of Danville has the responsibility to install such landscape improvements, and desires to engage the services of a landscape design consultant to prepare plans, specifications, and cost estimates for said landscape improvements; and WHEREAS, the landscape design firm of Melvin Lee Associates, Inc., is uniquely qualified by training and experience to provide design services in connection with such landscaping work; and WHEREAS, such firm has presented the Town with a proposed Agreement setting forth the terms and conditions under which it proposes to provide such services; now, therefore, BE IT RESOLVED by the Town Council of the Town of Danville, that the Mayor be, and hereby is authorized to execute, on behalf of the Town, the Agreement for Professional Consulting Services with Melvin Lee Associates, Inc., in the form as lodged with the City Clerk, together with such changes as may hereafter become necessary, provided such changes do not materially increase the obligation of the Town thereunder. PASSED, APPROVED AND ADOPTED this __7thday of August , lq2q, by the following vote: AYES; GREENBERG, RITCHEY, SCHLENDORF NOES: NONE ABSTAIN: NONE ABSENT: JAGGER, LANE /! : MAYOR :: ATTEST: APPROVED AS~-FQP2f%.~ ~/~ITY ATTORNEY ~'~-- ~ ~., ,-~.. ~-~,.~-~ i,-~ -~l_, ,_,li ,_~.~_, rl.:l_11'l II_11.,Jl'i LIP I. LH['I~..~]LLt~I-1Lk:' W. Ok' TOWN OF DANVILLE. AGREEMENT POR FROFESSIONAL CONSULTING S~CES. Danville ("To"~"), a municipal corporation. RECITa?s This Agreement is predicated on th~ following facts: (project description) Conmultant is qualified to provide these services and is willing to provide them according to the terms of t~is Agreement. NOW, THEREFORE, the parties agree as follows: 1. Dutie~ of Cons~l~n~ a. Consultant agrees to perform services in conformance ~ith the ~¢ope of work attached and incorporated as Exhibit ~A". Consultant agrees to diligently perform these services in accordance with the standards of its profession and to ToWh'm satisfaction. b. In addition to the ~ervtce~ described above, the paz~.i~s may from time to time agree in uriting that Consultant, for additional compensation, shall perform additional s~rvicem including but not limited to: (See Exhibit B) (1) chang~ in the ~erviceg because of change~ in the project; (2) additional ~tudtes or modification~ of existing documents because of changes in req~irement~ of any governmental authorlty~ith jurlsdiction over ~he project. ~onsu!tant's Status ¢on~ul~an~ l~ an indep~n~n~ con~ractor and is solely responsible for its actsor omissions. Consultant (including its agents, servants and employees) is not Town's agent, 'V employee or representate e for any purpose. Consulting Services Agreement Page 1 of 6 Conf~gt of Interest Con~ult&nt undsr~tands that its professional r~sponsibllity is solely to TowI~. Consultant warrants that it prmsently has no interest and will not acquire any direct or indirect interest that would conflict with its performance of ~is Agreement. Consultant mha!! not in ~..~.e performance of thi~ A~reament ,~mploy & per. on haying sucti an in~erest. Consultant and its agent~ or amp!cymes working ~nder this Agreement shall ~'~bmit ~tat~m~n~ of ~conomic interest undor %h~ Political Rafor~ Act (Gov~rr~ent Code Section S1000 ~t ~eq.) if ~aquastad to do Bo by 't.,h~ Town. 4. Compensation a ..... TD~ agrees to pay Consultant for services not to exceed $/~/ ~'~7~ - Actual charges shall be based upon (1) consu!tant's standard hourly rates for varlous classification~ of per~onne! and {~) all fees, ~alaries, and ~xpens~ to ~(~ paid tO other engineers, consultants, independent contractors, or agents employed by Consultant. A copy of thes~ hourly rates and e~pensas is attached as ~xhiblt ~'C". b. Payments to Consultant for services rendered in accordance with the foregoing schedule ~ha!l b~ based upon ~ubmission of monthly statemet%rs itemizing the work. These state~e~lts shall itemize all charges, including specific tasks, hours ~pent by individual position classificationsper task, ~onthly totals, and running totals. c. The Darti~s shall agree in writing to any changes in companyetlon due to changes in consultant's ~ervices under paragraph 1 (b) above. d. Consultant agrees to testify at Town's r~quest if litigation !~ brought against Town in co.action ~ith Consultan%'s services. Unless the action is brought by Consultant or is based upon Consultsntis wrongdoing~ Town ~ii1 compensate Consultant for the testimony at Con~ultant's standard hourly rate in Ezhibit B. 5. Time of P~rformance Consultant shall be available to b~gin performance of s~.tcas ~nder %his Agreement immediately upon execution of this Agr~sment, and ~hall perform much aarvic~ diligently until T~e ~ork in comple~Wd in actordane. with Exhibit ~D", or.his Agre~m~n~ is terminated. Conzulting Servi~ Agrmement Pag~ ~ of 6 - ............... -- --. , ~.~, ! . %.--,[ , t %..~-~1 1 .-.,J L,r'll 1',' & L--k-i--__I ' ~ --"" F-. U'4 6. 'TerminatioR Town may terminate this Agreement by ~ivlng l0 days written notice to Consultant describing Consultant'B substantial failure to meet it~ obligations. On termination, Consultant shall give Town all work done toward completion of its ~ervices. Town ~hall pay Consultant an ~ount which bzarm the mame ratio to the maximum contract price as %he work delivered to To~rnrbears to ~he complsted ~erv!ces under thim Agreement. 7. OwD~rshl~ Qf Work All documents furnished to Consultant by Town and all report~ ~nd ~uppor~ive data prepared by Consultant under this Agreement are Town's property and ~hall be given to Town at the completion of Consultant's services. Town acknowledges th&t documents and ~Upportive data prepared by Consultant have been prepared exclusively for and are fit exclusively for the purposes contemplated under this Agreement. If the Tow~ reuses such doctunent~ prepared by Consultant for purposes other than those contemplated under this Agreement without the written consent of Consultant, the Town will hold harmless, indemnify and defend t~he Conduitant, its agents, subconsultants and employees frolm any and all claims arising out of such reuse. 8. ~J~J~at~on If ~ither party bringm ~n action to enforce this Agreement the prevailing party is ~ntitled to reasonable attorneys' fees and COSTS. 9. A~!~nment~ S~bcontrac~s ' Consultant's services are considered unique and personal. Conmultant will not assign or transfer its intere~t or obligation undor this Agreement without Tow~'~ written consent. Consultant ~hall not subcontract its duties under this Agreement without Town's written consent. -\ 10. 3D~emnifJ ~a%!On CONSULTANT sh~11 indemnify, defend and hold harmless the Town, its officers, agents and ~nployees from and against any and all claims, demands, liability, costs and expenses including cou~t costs and counsel fees, arising out of the injury to or dea~% of any person or loss of or ptxy~ical damage to any property r~sulting from Consultant's negligent acts, artors or omissions during performance ~znderthim Agreement (in~luding~he performance of Consultant's ~uboontractors. a~ents or ~ployees). consulting Services Agreement Page 3 of 6 Q:.' i'¸ ........... ,~ , rl,<LJl"I iuwr-I Lllz' DAI'ILJII T-l]2 P, 05 e a. E~/tLtrement. Consultant shall not begin work under ~his Agreement until it obtains ~nsurance required under this mectton and shall ~aintatn the r~quirmd insurance during the tern of this Agreement. The insurance at&all cover Consultant, hi~ agents, repre~enKativ~s, employees and subcontractors in : conneotion with the p~rfor~ane, Of w~rk under thl~ Agreement. All insuranc~ requirements mhall appear either in the body of t31e in~uranc~ polictem or as endorsements. The insurance · ' required %knder ~ttb~ection~ 2 ~nd 3 shall Gpeqifical!y n~me Town (and its officers, agents and employ,as) as an additional insured. !. A~o~o~tle InsuteRUs. Consultant shall maintain minimum coverages of (a) $100,000.00 for property damages, $500,000.00 injury to one per,on/any one occurrence and $1,000,000..00 for injury to more than one person/any one occurrence or (b) combined single limi.t of '$1,000,000.00 per occurrence, ..gm~ ~.~lhjm~% to nn 2. Work.9.¥~'. Compen~.,~n I~rance. Consultant shall maintain workers' compensation insurance for all Consultant's employees. 3. ~D/~L~c_~bJ~U~¥ '.and Property DaDa~ !Dsurance. /~ : Consultant shall take ou~ and maintain public ,/ .. ' . ~H~ity and pro~..9~r~y damage insurance and {~J~ T~~, ~shall?$,,,~-,~ T~,,~ts ~lectiva and appointive 0~M4U%~ ~L &%$~k~ offiders, agents and employees from claims for ~A~, ~f'~- ~damages for personal injury, including de~th, ;;~w~- · as well as from claims for property damage which may arise from Con~ultant's operations under this AgreementS whether or not done by Consultant or by any~he directly or indirectiy employed by Consultant. Such insurance shall hav~ a combined limit of not le$S ~han 4. prQfe~,~.ona] .~t ab f ! t ty. I~r~nc..e.~ Consultant shall' take out and maintain profemsional liability insurance to cover damages that may be the result of errors, omissions or n~gligent acts of Consultant. Such insurance ~hall be in an amount of not less than $_~5~'~; ~ and deduct ble rovision of not more than $ _/_, _ · Consulting Services Agreement Page 4 of 6 h. Evidence of Ins~r.~nce. Consultant shall furnish Town~ concurrently with the execution of this Agreement, satisfactory evidence of the insurance required and evide~nca that each carrier (ul~der ~ection 12.a. 9 and 3)has named[ the To~u~ as an additional insured and is required to give To~11 at least ten days prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 22. Eqt~al L~plo.v~en~ O~D9rtunity Consultant is an Equ~l OpDortunlty employer and agrees to comply with applicable regulations governing equal employment opportunity. 13. ~ ' Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the partiQs as follows: Town ' - Consultant Town Manager /~f.~-~.~.,~,,'?~ '..~'.'~.: .... . ,,. Town of Danville /~ : ,~ .... !4 . , Danvilla~ CA 94526 :7~'/ .'? ..':::2' ' .'"'/::i'? phone number !4. ~aivers Waiver of a breach or default under this Agreement shall :not constitute a continuing waiver or a waiver of a zubsequen~ breach of the same or any other provision of this Agreement. 15. ~P~l~ica~,~oD NO waiver or modification of this Agreement is valid unless made in writing and signed by both parties. · ' 16. ~ever~bil ltv ' If a:ly term of this Agreement i~ held invalid by a c~urt ,~f competent Jurisdiction the remainder of this Agreement shall remain in effect. ~7. ~ntire Agreement This Agreement .nd its Exhibit (s) ~et forth the entir~ u~dcrstanding b~tw~n the parties. Consulting Services Agreement Page 5 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement on the latest date written be'low. CONSULTANT 8 Y:,/?>. &~z:~.=.<: ~'~/~L¢[:[:~2,',_8 Y: _ 7 DATE: / BY: / Recommended for Approval ~' Town Attorney ~ATE: _ _~4--/~ Ln?.,J_ Attachments: Exhibit A - Scope of Horn Exhib-it 8 - Compensation Rate Schedule EXHIBIT A SCOPE OF SERVICES AND FEES Tassajara Ranch Assessment District Danville, California for City of Danville PHASE 1: DESIGN DEVELOPMENT PLANS A. Develop final studies and overall plan indicating areas of walkways bike paths and other various amenities for city's review. B. Tree, shrub and ground cover groupings at frontages and medians with their respective legends. C. Confirmation of elements prior to commencement of construction documents. Phase'l Fee: $ 2,000.00 PHASE 2: CONSTRUCTION DOCUMENTS A. Layout and construction plans. B. Irrigation plans and details. C. Planting plans and details. D. Landscape construction details. E. Landscape opinion of probable cost of landscape installation. F. Landscape technical specifications. ' Phase' 2 Fee: $115,000.00 PHASE 3: LANDSCAPE CONSTRUCTION SITE/JOB OBSERVATION DURING LANDSCAPE INSTALLATION A. Administrative tasks and site observation during landscape iinstallation. Four (4) site Visits are included. Any additional site observation shall be on an hourly basis at the city's request at our current prevailing rates at that time. ' Phase 3 Fee: $ 1,200.00 i' ' ' EXHIBIT B TASSAJARA RANCH ASSESSMENT DISTRICT for Town of Danville ADDITIONAL SERVICES/REIMBURSABLE EXPENSES Additional Services - All services beyond those specified in Exhibit A will be provided under an hourly arrangement. The following shall be considered as additional services: A. Change orders, change order drawings, and related services will be provided upon specific request by the Client. B. Any changes and revisions to the site plan or program requested by the Clienlt, reviewing public agencies, or other authorized parties, after the plans have been approved. C. Preparing studies, reports and/or drawings required because of revisions in the criteria or project program making revisions to drawings, specifications or other documents when such revisions are inconsistent with approvals or instructions previously given; or performing services required to prepare alternate schemes for Client consideration beyond those prepared under the normal pursuit of a project of this nature. D. Preparing additional studies, reports or drawings and/or making modifications to the existing documents due to changes of laws or codes by any governmental agency having jurisdiction over the project. E. Providing special analysis of Client needs not covered by this contract. F. Providing professional consultation concerning replacement of any work damaged by fire or other cause during construction, and furnished professional services of the type set forth in Scope of Services as may be required in connection with the replacement of such work. G. Providing professional services made necessary by the default of the contract or major defects in the work of the contractor in performance of the construction contract. H. Providing assistance in the utilization of any equipment or system, or consultation during operation. I. Providing clerical services beyond those required by the scope of services. J. Providing services similar to those set forth herein above and not otherwise covered by the contract. K. Preparing studies, plans and/or sketches of Exhibit A work area. L. Preparing lighting plans and any other plans not specifically stated in Exhibit A Services of tho Landscapo Archlt~ct. Exhibit B - Page 1 Reimbursable expenses over and above the basic services include the following: A. Soil agronomy, and other tests, surveying, geology, and related contractor work outside scope of services shall be reimbursed at net cost plus 15% for coordination. Invoices shall be provided to and payment made progressively by Client. B. Fees paid for securing approval of authorities having jurisdiction over the project. C. Perspectives and renderings prepared upon Client's request. D. Scale models for client use, prepared upon Client's request. E. Other costs and expenses similar to those set forth above incurred at Client's request. F. Reimbursement for Client authorized travel and living expenses out of the San Francisco bay area related to this Agreement, at cost. G. Reimbursement for authorized long distance telephone calls and facsimile communications outside of 408,415 and 707 area codes required to complete this Agreement, at cost plus fifteen percent (15%). H. Reimbursement to outside consultants as required and authorized by the Client, at cost plus fifteen percent (15%) administration cost. I. Blueprint services and copying services (for contract documents, drawings, specifications and reports), at cost plus fifteen percent (15%). J. Reimbursement for private automobile travel at 25 cents per mile. K. Reimbursement for all special delivery costs (Federal Express, Emory, etc.) at cost plus fifteen percent (15%). Delayed Services A. All hourly rates for services required and/or performed for this project one year after Agreement is signed is subject to a maximum increase of 10% (ten percent) per annum. Phases of work not commenced after one year from date of Agreement shall also be subject to increase. Standard Rates Hourly rates of personnel: Principal $ 85.00 Project designer or associate $ 65.00 Job Captain $ 60.00 Technical specialist $ 50.00 Senior staff $ 45.00 Junior staff $ 35.00 Clerical staff $ 28.00 Reimbursables Printing and delivery expenses up to $800.00 maximum. Exhibit B - Page 2 Fee and Payment Schedule A. Fee payment request for time and material work, additional services, and other reimbursable costs will be due and payable at the first of each month for iteals furnished and work completed. B. It is hereby agreed that failure by the Client to pay promptly all amounts due hereunder this Agreement to the Landscape Architect, as and when the same becomes due, will excuse further performance by the Landscape Architect until all such payments have been made; and under such circumstances the Landscape Architect may, at his option, add interest to accounts thirty (30) days past due at the rate of one percent (1%) per month on the unpaid balance of the account due and assessed until such overdue balance has been paid in full. The Client shall pay for all legal costs and attorney's fees resulting from any legal action required to collect those fees which remain unpaid for period in excess on ninety (90) days. Responsibility Of The Client The Client shall be responsible to provide or cause to be provided to the Landscape Architect, at no cost to the Landscape Architect, the following: A. Certified land survey of the site, giving grades and lines of streets, pavements and adjoining properties, right-of-ways, restrictions, easements, zoning, deed restrictions and contours of the site; locations dimensions and complete data pertaining to existing improvements, plantings, and available services and utilities both public and private. B. Accurate to scale plans and drawings showing exact locations, elevations, and sizes of proposed structures and improvements; site grading plans of proposed topography of project site; locations and elevations, proposed utility lines and facilities, including source(s) of water and static water pressure(s) available for irrigation system(s). C. Complete soil bearing and agronomic reports, including necessary test pits, borings, and other operations for determining soil and subsoil conditions relative to landscape work. D. All lighting plans, rough and finish grading and drainage plans and architectural plans prepared by Client or Client's consultants. E. Providing promptly full information regarding the requirements for the project. F. Designating a representative to act in its behalf with respect to the Project. Client's representative shall examine documents submitted by Landscape Architect and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of Landscape Architect's services. Termination It is understood that these services may be terminated by written notice at any time for good reason by either party. In this event we shall be reimbursed for all work performed prior to the date of termination with all original documents given to the developer or his representative. Exhibit B - Page 3 Excluded Services Melvin Lee Associates, Inc. will have no involvement in other aspects of the project, and in particular and without limitation, Melvin Lee Associates, Inc.: A. Will not provide any soils engineering services whatsoever, nor otherwise have any liability or responsibility for the project's soils and/or subsurface conditions. B. Will not provide testing for soils fertility. Cost of soils fertility test and a "recommendations for planting" report shall be paid for by the Owner. C. Will not have control or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the project, or for the acts or omissions of the project's contractors, or any other person performing any of the work on the project, or for the failure of any of them to perform work on the project in accordance with the project's plans and specifications. D. Will not be responsible for the accuracy of data and/or other design work provided to Melvin Lee Associates, Inc.. E. Will not guarantee cost, quantity or other estimates. F. Will not provide or be responsible for a Finished Site Grading Plan. G. Will not provide civil, structural, electrical and mechanical engineering including subsurface drainage, and electrical circuitry. H. Will not provide services similar to those set forth hereinabove and not otherwise covered by the contract. General Provisions A. In light of the limited nature of Melvin Lee Associates, Inc.' involvement with the project, client agrees to indemnify, defend and hold harmless Melvin Lee Associates, Inc. and its principals, agents, employees and consultants from and against any claims and/or liability directly or indirectly related to any work performed pursuant to this Agreement by or on behalf of Melvin Lee Associates, Inc. including even claims and/or liability regarding any indemnitee's actual or alleged "design defects" and/or "active negligence," except where such claims and/or liability result from the sole negligence or willful misconduct of Melvin Lee Associates, Inc. or its principals, agents, employees or consultants. B . I/~ t'i~1~ /cff/ttVe/14trf~e/dl la/oit!~' M~,jtrl /Uo'e/ A/sg~/z~'o/t~J l/,~'c/.;/ ~c/l~/~o~'t/g,~t/1y ~e/ t~tOje/zL C. Client warrants that it may use any calculations, plans, specifications or other instruments of service prepared by Melvin Lee Associates, Inc.. Client may not use such instruments of service for the project if this Agreement should for some reason be terminated. Such instruments of service shall be and remain the property of Melvin Lee Associates, Inc., and in the event of their unauthorized use by client, client shall indemnify, defend and hold harmless Melvin Lee Associates, Inc. and its principals, agents and employees from and against any and all claim and/or liability directly or indirectly related to such unauthorized use including even claims and and/or liability regarding Melvin Lee Associates, Inc.' actual or alleged "design defects" and/or "active negligence". Exhibit B - Page 4 unless Further, in the event that changes are made to instrun~eents of service concerning the project other than by or on behalf of Melvin Lee Associates~nc., which changes affect Melvin Lee Associates, Inc.' work, then any and all liability/arising out of or resulting from such changes is waived by client against Melvin Lee ~ssociates, Inc., and client shall assume full responsibility and liability for such changes giJtl Melvin Lee Associates, Inc. consents in writing to such changes; and client agrees to indemnify Melvin Lee Associates, Inc. against any and all claims and/or liability directly or indirectly related to such unconsented changes including even claims and/or liability regarding Melvin Lee Associates, Inc.' actual or allege "design defects" and/or "active negligence". The foregoing waivers and indemnities shall apply only to those parts or port±ohs of instruments of service which were Melvin Lee Associates, Inc. shall be responsible for only negligence, errors and omissions changed of Melvin Lee Associates Inc. and not for negligence, errors and omissions of the project's without other consultants or subconsultants. the writ- ten consen E. One or more waivers of a breach of any term of this Agreement by Melvin Lee Associates, of Melvin Inc. shall not be construed as a waiver of a subsequent breach of the same or other terms. Lee, As soc Inc. F. In the event that this Agreement is for any reason terminated, its warranties and indemnity provisions shall remain in full forces and effect. ~~ Attorney's Fees and Costs A. Should suit be brought or a legal action commenced by either Client or Landscape Architect - in order to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees plus court costs, whether said suit or action be brought to judgment or otherwise. Scope Of Authority The person signing this agreement on behalf of each part warrants to the other that he/she has the authority to do so, and if a corporation, is an officer of same. :_C ................................ ................ Melvin Lee Associates, Inc. Agreed for Town of Danville ~/ July 26, 1989 Date Exhibit B - Page 5 : ~ ~ JUL 26 '89 16:B1MELVIM LEE ~SOC. - P,1 Tus~=~ g~ EXHIBIT "C" STANDARD HOURLY RATES OF PERSONNEl · Principal $ 8&00 Project designer or associates $ 65.00 Job Captain $ 60.00 T~hnical spccialist $ 50.00 Senior staff $ 45.oo f Junior staff $ 35.00 Clerical $ 27.00 The above rates may be adjustexl annually. ~c e ~"'-" "' 'JUL 26 '89 16:B1 MELVIM LEE ASSOC. P.2 T~saj~a R~ EXHIBIT "D" SCHEDULE OF COMPLETION FOR LANDSCAPE CONSTRUCTION DOCUMENTS All work shall be completed in compliance with the schedule as it is developed by the City of Danville in conjunction with the other consultants' wark. This work will b? completed in accordance to the city's landscape architect conamnts and pr, vious phone conversauon stating that the irrigation system is adequate and accepm. blc as designed with the exception that equipment details and specifications shall conform wnh Sycamore Valley Improvement District requirements. i ~c