The URL can be used to link to this page

Home My WebLink AboutRen Alexander Design 2022-03-31COU No. 2122-208 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES [Design Professional] This Agreement, made and entered into this 31st day of March, 2022(“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Ren Alexander Design, a _____________ [sole proprietorship, corporation, partnership, limited partnership, limited liability company, etc] organized and in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to providing architectural services and plans for the interior of the Electric Service Center at Hastings. b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $75,000. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the attached Attachment A, which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and the fees to be charged for same shall be as set forth in Attachment A. Consultant shall complete the Scope of Work for the not-to-exceed guaranteed maximum, even if actual time and expenses exceed that amount. sole proprietorship 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of- Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self-employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Contract 2122-208 PAGE OF 72 Consultant has a disclosure obligation under the City’s local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager’s determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage – Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the consultant’s profession. Architects’ and engineers’ coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $1,000,000 per occurrence. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing Contract 2122-208 PAGE OF 73 payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one year from date of final approved invoice for this project. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Contract 2122-208 PAGE OF 74 Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, after notice to Consultant that City has paid the premium, the cost of insurance may be deducted from the compensation otherwise due the contractor under the terms of this Contract. G. Subcontractors Consultant shall include all sub-contractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. “Indemnify,” as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any Contract 2122-208 PAGE OF 75 action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. City shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES 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 parties as follows: CITY OF UKIAH REN ALEXANDER DESIGN DEPT. OF ELECTRIC UTILITY STEVEN ALEXANDER RATLEY 300 SEMINARY AVENUE 301 SCOTT STREET UKIAH, CALIFORNIA 95482-5400 UKIAH, CALIFORNIA 95482 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: Contract 2122-208 PAGE OF 76 CONSULTANT BY: __________________________ ____________________ Date PRINT NAME: _________________ __________________ IRS IDN Number CITY OF UKIAH BY: ____________________ SAGE SANGIACOMO Date CITY MANAGER ATTEST ____________________ KRISTINE LAWLER Date CITY CLERK Contract 2122-208 PAGE OF 77 Steven Ratley 223-39-0844 4/15/2022 Apr 21, 2022 Kristine Lawler (Apr 22, 2022 07:33 PDT) Kristine Lawler Apr 22, 2022 Proposal for Services: Revision 1 Hello Cindy, We are very pleased to present the following proposal to provide Architectural Services for the proposed project at 1350 Hastings Avenue as outlined below. Our goal is to complete a unique, distinctive, and functional design for the project, which will satisfy your needs and requests. For your convenience, we have minimized this document to highlight the key areas of this proposal. The terms and conditions set forth in Exhibit A, attached hereto, are incorporated into this Agreement for reference. Agreement: 1.Initial Information and Assumptions 1.1.Client [City of Ukiah Electric Utility Department] and R/A [Ren/Alexander Design] agree the basic scope of the Project [the “Basic Services”] is as follows: Our understanding of the scope of work and project assumptions are listed below. Any variance from the items outlined below may require a revision to the proposed fees set forth herein, subject to prior approval by Client. Basic Project Assumptions 1.Project square footage = Approximately 11,500 sqft. of existing 15,000 sqft. warehouse building. 2.This project will comply with the relevant Codes adapted by the City of Ukiah 3.Client has provided R/A with prior plans of as-built conditions and space planning for reference purposes only. 4.R/A will extract programmatic features from preliminary plans provided by Client, and from additional feedback from Client. 5.Mechanical, electrical and plumbing consultants shall be retained by Client. R/A will assist in consultant onboarding and coordination. 6.Security, telecom, and audio/visual services shall be retained by Client if desired. 7.Interior designer shall be retained by Client and will provide furniture layout plans, furniture speciﬁcations and material ﬁnish speciﬁcations where indicated. 8.Title-24 energy consultant to be retained by Client. R/A will assist in consultant onboarding and coordination. 9.Fire protection and ﬁre sprinkler design to be Design Build under General Contractor as required. 10.This proposal assumes this project will be permitted, bid, and constructed in one phase of work. 11.The permitting entity is the City of Ukiah Department of Building Inspection [DBI], this project will comply with the relevant Codes adopted by the City of Ukiah Project: Ukiah Electric Utility Department: Building Renovation Date: 4/15/2022 (Revision 1) To: Cindy Sauers City of Ukiah Electric Utility Director 1350 Hastings Avenue Ukiah, CA 95482 From: Steven Ratley Ren / Alexander Design 301 Scott Street Ukiah, CA 95482 REN / ALEXANDER Page of 1 9 REN / ALEXANDER ATTACHMENT A Proposal for Services: Revision 1 Projected Scope of Work and Program Exterior Alterations •North Retail Entrance: Review to accommodate fork lift. •West Elevation: Inﬁll existing roll-up doors and provide and new windows / doors. •East elevation: Inﬁll existing roll-up doors and provide new storefront windows / doors. •South Elevation: Second level South and West new windows. •Roll up door connection to outdoor Patio and BBQ Area. Interior Alterations •General : New lighting, ceiling treatment, ﬂoor ﬁnish, and interior ﬁnishes throughout. •Bay 1 : Retail Showroom - Closed in conference room, reception area, bathroom redesign, corridor access to offices. •Bay 2 and 3 : Offices & document storage - Connecting corridor. •Program includes: 9 offices, 1 bathroom block, 1 break room. •Disassemble / reuse heavy timber mezzanines & repurpose. •Assess and redesign stair access to mezzanines. •Warehouse 4: Break room, maintain stair core, bathroom, enclose existing utilities, large conference room (20 person), stretching area, eyewash stations, ice machine, workbench, access to outdoor patio and document storage. •Second Floor: Storage. AV enclosed room, central storage area. •Warehouse 5: Bull Room - Small enclosed office, kitchenette, workbench, conference area with tv screen(s), whiteboards. 2.Scope of Services 2.1.Basic Services During Design, R/A’s Basic Services consist of those described in this Article 2. Services not set forth in this Article 2 are considered Additional Services, as outlined under Article 3. 2.1.1.R/A shall research applicable design criteria, attend project meetings as required, communicate with members of the project team, and report progress to the Client. 2.1.2.R/A shall coordinate its services with those provided by the Client and Client’s consultants. R/A shall be entitled to rely upon, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Client and Client’s consultants. R/A shall provide prompt written notice to the Client if R/A becomes aware of any error, omission, or inconsistency in such services or information. 2.1.3.R/A shall not be responsible for a Client’s directive or substitution, or for the Client’s acceptance of non- conforming work, made or given without R/A’s written approval. 2.1.4.R/A shall contact governmental authorities required to approve the construction documents for the Project. R/A shall respond to applicable design requirements imposed by those authorities and entities. 2.1.5.R/A shall assist the Client in connection with the Client’s responsibility for ﬁling documents required for the approval of governmental authorities having jurisdiction over the Project. REN / ALEXANDER Page of 2 9 Proposal for Services: Revision 1 2.2.Phase I : Programming & Pre-Design Phase [PD] Estimated timeframe : 1-2 weeks Proposed Fee : Fixed Fee $6,000 [serves as deposit] During PD we work with the Client to reﬁne the Program and Scope of Work. The PD phase includes the following scope: 2.2.1.Existing Conditions and Survey: Client has provided R/A with As-Built drawings and will provide a Site Survey to establish existing conditions and base working documents. 2.2.2.Geology and Soils Testing/Report: Client will provide R/A with a current soils report by a licensed geologist in the state of California to establish existing soil conditions and recommendations for design solutions for building foundations, excavation and grading strategies, earth retaining and shoring requirements and values, as well as compaction and ﬁll requirements. 2.2.3.Zoning/Code Review: R/A will conduct a zoning/code compliance review of the existing property and the proposed scope of work. This includes any meetings and/or correspondence with Local Officials of the City or local governing authority. Any restrictions or parameters established from this review will be presented by R/A to the Client. 2.2.4.Design Meeting: R/A and Client will host a maximum of [2] two meetings to develop program requirements and establish a single preferred Space Plan. 2.2.5.Issuances for this phase: •Finalized Program List & Space Plan(s). 2.3.Phase II : Schematic Design Phase [SD] Estimated Duration : 2 - 3 weeks Proposed Fee : Fixed Fee - $15,000 During SD we work with the Client to reﬁne the Program and Scope of Work, as well as develop base ﬂoor plan and elevations, interior material palette options. Written approval of both the Program and a single Schematic Design option will be provided by the Client before commencing to the next phase. The SD phase includes the following scope: 2.3.1.Precedent Imagery & Sketches: R/A will prepare a presentation and/or shared cloud document for the harvesting of inspiration and precedent imagery to share with the Client. These inspiration images will help to declare the design aesthetic, features, and look and feel of the scope of work. 2.3.2.Consultant On-Boarding: R/A will assist the Client in on-boarding appropriate consultants for the coordination of services and initial permitting requirements, as well as appropriate infrastructure and planning purposes. These consultants must include, but are not limited to; Structural Engineer, CA Title-24 Energy Consultant, MEP Engineer. 2.3.3.Design Meetings: R/A and Client will host a maximum of [2] two meetings to develop design direction and establish a Schematic Design. If additional meetings are required, Additional Services will be requested. 2.3.4.Issuances for this phase: •Schematic drawing package of the design in 2D and 3D concepts, which will include the proposed Scope of Work and Design Intent. This drawing package will focus on the primary interior spaces such as retail bay, offices bay, and other areas of focused importance. •Exterior Elevations with updated door & window placement •Reﬁned Floor plan(s) REN / ALEXANDER Page of 3 9 Proposal for Services: Revision 1 2.4.Phase III : Design Development & Building Permit Phase [DD] Estimated Duration : 4 - 6 weeks Proposed Fee : Fixed Fee - $28,000 During DD we work with the Client to reﬁne the Schematic Design, and develop a Building Permit Application and Drawing Set of the proposed Scope of Work. Written approval of the Design Development will be provided by the Client before commencing to the next phase. Estimated time does not include Permit Application review/approval time. The D.D. phase includes the following scope: 2.4.1.Design Meetings: R/A and Client will host a maximum of [2] two meetings in order to develop the speciﬁc design features, further reﬁning the scope of work and documentation into a singular focused design direction and deﬁned scope of work. If additional meetings are required, Additional Services will be requested. 2.4.2.Consultant Coordination: R/A will assist in the coordination of consultant services, ﬁnal permitting and construction requirements. These consultants include, but are not limited to; MEP Engineer, T-24 Energy Consultant, and Interior Designer. 2.4.3.Permit Scope: Determine Building Permit Compliance requirements and required applications, and prepare documents for ﬁling of all required Building/Engineering Level Permit Applications. 2.4.4.Issuances for this Phase: •Building Permit Drawing Set: includes 3D renderings, Floor Plans, Exterior Elevations, Interior Elevations, Building Sections, Door & Window Schedules, Title-24 Calculations, CalGreen Documentation, Reﬂected Ceiling Plans & Lighting, MEP Plans, Any Consultant Drawings & Calculations •Drawing revisions triggered by plan check comments from any local regulatory agency 2.5.Phase IV : Construction Documents Phase & Value Engineering [CD] Estimated Duration : 2-4 weeks Proposed Fee : Fixed Fee - $20,000 During CD we work to create a document set to function as a Contract Set, as well as a document set that a General Contractor can use as the basis for construction. The CD phase includes the following scope: 2.5.1.Consultant Coordination: Coordination of Interior Design, Lighting, Structural, Mechanical, Plumbing, Electrical, and T-24 Energy Calculations will be consolidated for the ﬁnal time for a coordinated set of documents. 2.5.2.Typical and Location Speciﬁc Detail Drawings to clarify design intent. 2.5.3.Issuances for this Phase: •Construction Drawing Set as the basis for the construction and Contract with a General Contractor. This drawing set will become the governing document to establish ﬁnal building design and speciﬁcations. This drawing set will include all ﬁnal consultant drawings and documentation along with the ﬁnal architectural details. REN / ALEXANDER Page of 4 9 Proposal for Services: Revision 1 2.6.Phase V : Bidding, Contractor Negotiations & Value Engineering [BN] Estimated Duration : 2-4 weeks Proposed Fee : Billed Hourly [$150/hour on As-Needed Basis] During BN we will work with the Client to review General Contractor Bids for completeness and accuracy. In addition R/A will review any Value Engineering proposals and/or Requests for Information provided by prospective General Contractors for review with the Client. The BN phase includes the following scope: 2.6.1.Bid Review: R/A and Client will review General Contractor estimates for completion and accuracy with the Bid Documents. A meeting with each General Contractor will be conducted to allow for presentation of the bid, and questioning along with the Client. 2.6.2.Requests for Information: R/A will review and respond to General Contractor Requests for information or questions generated in the preparation of estimates. If these requests or questions have material impact to the design intent or scope of work, R/A will present those to the Client for further discussion. 2.6.3.Value Engineering: If deemed necessary to adjust the Scope of Work or Construction Documents to adjust the total cost of the Project, R/A and Client will work with the preferred General Contractor to execute any adjustments needed to target a cost savings. 2.6.4.Issuances for this Phase: •Any drawing addenda to clarify General Contractor Bid questions 2.7.Phase VI : Construction Administration [CA] Estimated Duration : Time and Materials for duration of construction Proposed Fee : Billed Hourly [$150/hour on As-Needed Basis] During CA, we will act as the Client’s advocate during construction and work with the Contractor to answer questions, interpret Construction Documents, and assist with ﬁnal design decisions as required by the Client on an as-needed basis. 2.7.1.Construction Observation: R/A will review progress schedule, review General Contractor Change Orders, and respond to Request’s For Information [RFI’s]. 2.7.2.Submittals: R/A will review applicable shop drawings and submittals prepared by the General Contractor, Subcontractors, and Vendors for compliance with the design and Contract Documents. 2.7.3.Progress Meetings: Attendance of R/A at weekly or bi-weekly construction meetings. In addition, R/A will conduct observation of the construction and report progress to the Client. 2.7.4.Close-out: R/A will prepare a project punch-list to document compliance with design intent and execution standards. This document will serve as the means to reach ﬁnal project close-out, and turnover of building to Client. REN / ALEXANDER Page of 5 9 Proposal for Services: Revision 1 3.Additional Services: R/A may provide the following Additional Services after execution of this letter of engagement without invalidating the agreement. Any Additional Services provided in accordance with this article 3 shall entitle R/A to additional compensation pursuant to Article 6. 3.1.Services necessitated by a change in the description of work, previous instructions or approvals given by the Client, or a material change in the project including size, quality, complexity, or procurement or project delivery method. 3.2.Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared instruments of service at the Client’s request. 3.3.Changing or editing previously prepared instruments of service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to speciﬁc interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the instruments of service when those instrument of service were prepared in accordance with the applicable standard care. 3.4.Services necessitated by decisions of the Client not rendered in a timely manner or any other failure of performance on the part of the Client. 3.5.Preparing digital models, digital renderings, or other design documentation of the work for transmission to the Client’s consultants, or to other Client-authorized recipients. 3.6.Preparation for, and attendance at, a public presentation, meeting or hearing, unless otherwise noted in the Basic Scope of Services in Article 2.. 3.7.Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where R/A is party thereto. 4.Notable Exclusions: This proposal speciﬁcally excludes the following: 4.1.Materials testing and inspections or selective demolition. 4.2.Site surveys including but not limited to; utilities, topographic, ﬂoor leveling, window conditions, etc. 4.3.Geo-technical investigations. 4.4.Work related to the investigation or handling of Hazardous Materials. 4.5.Preparation for, or presentations at any City of Ukiah Commissions, Boards, Agencies, etc. 4.6.Design for alternative tenants or uses after the space plan has been permitted. 4.7.Any design work on a new or alternative location(s). 4.8.Material changes to the design after receipt of a Phase sign-off by Client 4.9.Engineering or design consultants and associated Fees. 4.10.Engagement of a permit expeditor. 4.11.Construction cost estimating except as otherwise set forth herein. 4.12.Preparation of As-built drawings, post-construction 4.13.Services if the project is constructed in multiple phases. 4.14.Unreasonable and material delays in the progress of the work through no fault of R/A. 4.15.Client graphics or identity signage. 4.16.LEED Certiﬁcation at any level 4.17.Work beyond (by a material period of time) assumed durations of each phase. Speciﬁcally, the construction phase – this proposal assumes an 11 to 13 week duration, should construction take longer, R/A will propose additional fees which shall be subject to Client’s review and approval. 4.18.Support for any CEQA related submissions or processes. R/A would be pleased to provide written additional service proposals for any of these items, if requested, with the exception of Items 1 through 4. REN / ALEXANDER Page of 6 9 Proposal for Services: Revision 1 5.Professional Fees: For the Basic Services outlined in this proposal, the Client shall compensate R/A under a Stipulated Sum/Fixed Fee as outlined below. R/A is not responsible for Client’s Consultant Fees, Permit Fees, or other expenses not attributed to R/A. The Stipulated Sum outlined below is based off the Basic Services Phases as outlined in Article 2. Basic Services Programming / PreDesign [PD] $ 6,000 due at Contract Signing Schematic Design [SD] $ 15,000 Design Development [DD] $ 28,000 Construction Documents [CD] $ 20,000 Total Basic Services: $ 69,000 Fixed Fee Construction Phase Bidding & Negotiations [BN] $150 / hour Time and Materials Construction Administration [CA] $150 / hour Time and Materials 6.Hourly Rates and Reimbursable Expenses: Reimbursable Expenses are in addition to compensation for Basic and Additional Services and shall mean reasonable expenses incurred by R/A and R/A’s employees and consultants directly related to the Project, as identiﬁed below: 6.1.Hourly rates for Ren/Alexander for Additional Services, Construction Administration, and for Reference by the Client are to be provided at a set fee of $150.00 per hour. 6.2.R/A shall be reimbursed for expenses attributed to R/A at cost. Payments are due and payable upon Client’s receipt of R/A’s invoice. 6.3.Undisputed amounts unpaid thirty [30] days after the invoice date shall bear interest from the date payments are due at a rate of 3% per month or the maximum rate allowed by law, whichever is less, such rate to be charged on the unpaid balance. •Mileage for Vehicular Transportation 54.5 cents per mile. •Printing/Hard-Copies of Documents Reimbursable at cost. •Sample/Material Purchase Reimbursable at cost. •Permit Application Fees Reimbursable at cost. •Showroom/Vendor Visits $150.00 per hour. R/A Hourly Rates Effective 1 January 2022 Principal $150 / hour Project Manager $150 / hour Project Architect $150 / hour Designer/Drafter $105 / hour Administration/Clerical $ 50 / hour REN / ALEXANDER Page of 7 9 Proposal for Services: Revision 1 Exhibit A: Terms and Conditions 1.General Conditions 1.1.R/A fees, hourly rates, mileage rates, and other fees quoted in this agreement shall be valid for twelve (12) months. R/A reserves the right to increase these fees if services are required beyond twelve (12) months. 1.2.The Client has the right to cancel R/A services at any time for cause or for the Client’s convenience and will be responsible only for payment of services performed up to the date of cancellation ($150/hour rate times number of unpaid hours). Any cancellation of R/A services shall be done in writing. The Client shall give at least two (2) weeks advance notice prior to cancellation. 1.3.If the Client breaches the terms of this agreement and such breach is not cured within seven (7) days written notice from R/A, R/A may stop work and/or terminate this agreement and the Client shall pay all amounts due to R/A for its work prior to such stoppage or termination. Further, R/A shall have any and all other remedies available at law or equity as a result of such breach by Client. R/A shall not be responsible for any damages or delays to Client caused as a result of the stoppage of R/A’s work. In the event of default by the Client hereunder, the Client agrees to pay all costs of collection and enforcement incurred by R/A, including reasonable attorney fees and expenses. 1.4.Revisions and addendums requested after the issuance of ﬁnal construction documents will be billed at a rate of $150/hour, unless such revisions are made necessary by R/A’s error or omission. 1.5.R/A shall have the right to use any drawings and photographs taken before, during, and after construction for marketing purposes. 1.6.R/A shall not be liable to the Client for any special, indirect, incidental or consequential damages arising from a breach of this agreement. The liability of R/A to the Client for any breach shall be limited to sums paid and/or due and owing by the Client to R/A under this agreement. 1.7.R/A is an independent contractor and nothing contained in this agreement shall create or be deemed to create an employment, agency, joint venture or partnership relationship between R/A and the Client. 1.8.This document and the attached exhibits and addendums constitutes the entire agreement between the parties relating to R/A’s work on the project. All prior, contemporaneous and preliminary negotiations, understandings, agreements, covenants and representations are merged herein. No representations, warranties or promises pertaining to this agreement have been made by, nor shall be binding upon, either of the parties, except as expressly stated in this agreement. This agreement may not be amended or modiﬁed orally, but only by an agreement in writing signed by all parties hereto. 2.Invoicing Procedures 2.1.All invoices must be paid the 15th of the following month or 2 weeks from receipt of invoice, whichever is sooner. Payments can be paid via check. 2.2.Checks shall be made payable to Ren/Alexander Design 2.3.Interest at 1.5% per month (but not exceeding the maximum rate allowed by law) will be payable on all amounts not paid within 60 days. Payments thereafter shall be applied ﬁrst to accrued interest and then to unpaid principal. 3.R/A Responsibilities 3.1.R/A shall perform its services consistent with professional skill and care standard to its industry and as expeditiously as is ordinarily provided by R/As practicing in a similar locality under similar circumstances. 3.2.R/A shall not engage in any activity, interest, or contribution that would reasonably appear to compromise R/A’s professional judgement with respect to this Project without the Client’s knowledge. 3.3.R/A shall maintain General Liability Insurance consistent with the professional norms for the duration of this Agreement. If unique aspects of the Project require that R/A exceed the types and limits of coverage R/A normally maintains, the Client shall reimburse R/A for such additional costs. 3.4.R/A shall coordinate its services with the services provided by the Client and the Client’s consultants. R/A shall rely on the accuracy and completeness of the information provided by the Client. R/A shall promptly notify the Client of any inconsistencies in this information provided by the Client. REN / ALEXANDER Page of 8 9 Proposal for Services: Revision 1 4.Client Responsibilities 4.1.The Client shall provide information in a timely manner. This information includes Project program, Client’s objectives, schedule, constraints, special equipment, special site constraints, etc. 4.2.The Client shall respond to R/A’s requests and questions in a timely manner. Any delay in the schedule due to the lack of timeliness of the Client in requests or decisions shall require a modiﬁcation to the Fee. 4.3.The Client shall establish and periodically update the budget for the Cost of the Work for the Project. If the Client increases or decreases the budget for the Cost of the Work, the Client shall notify R/A. The Client and R/A shall then agree to a corresponding change in the Project’s scope and quality, and a modiﬁcation to the Fee, if required. 4.4.The Client shall furnish a site survey including all topographic information and built information as related to the site. All information in this survey shall serve as the starting point for the Project. 4.5.The Client shall furnish the services of a geotechnical engineer to provide a geotechnical survey, which will be the basis of the future foundation design, as required by the local authorities and the structural engineer. 4.6.Other than R/A, all consultants required for the Project shall be directly engaged by the Client including but not limited to structural and MEP engineers, interior designer, title-24 energy consultant. The Client shall coordinate the services of its own consultant as described above with those services provided by R/A. 5.Limit of Liability 5.1.To the fullest extent permitted by law, the total liability, in the aggregate, of R/A and its officers, directors, partners, employees, agents, and sub-consultants, to the Client, and anyone claiming by, through, or under the Client for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Project or Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total compensation received by R/A as set forth in this Agreement. 6.Claims and Disputes 6.1.The Client and R/A shall commence all claims and causes of action with the applicable limitations period provided by law, but in any case not more than 10 years after the date of Substantial Completion of the Project. 6.2.The Client and R/A shall work to resolve claims and disputes between them by mediation which shall be administered in the State of R/A’s headquarters or by the American Arbitration Association. A request for mediation must be delivered to the parties in writing and ﬁled with the entity administering the mediation. 6.3.The mediation shall be held in the State of R/A’s headquarters, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 6.4.If the parties do not resolve a dispute through mediation, the method for binding resolution shall be arbitration, which shall be administered in the State of R/A’s headquarters or by the American Arbitration Association. The award rendered by the arbitrator shall be ﬁnal in accordance with applicable law. 6.5.The laws of the United States of America, and speciﬁcally the State of California, shall be applicable in the interpretation and enforcement of this Agreement. 6.6.In the event the Client fails to submit themselves to mediation or arbitration, R/A may seek relief in a state court of California, and Clients hereby waive all arguments related to jurisdiction or service of process and submit to the jurisdiction of the Court, including by default judgment. 7.Termination or Suspension 7.1.If the Client fails to make payments to R/A in accordance with this agreement, R/A may suspend services. R/A assumes no liability to the Client for delay or damage due to the suspension of services. Before resuming work, R/A shall be paid all sums due. 7.2.In the event the Client suspends the Project, R/A shall be compensated for services performed prior to notice of suspension. In the event of termination due to no fault of R/A, R/A shall be compensated for all services performed prior to termination within 30 days thereof. 7.3.Either party may terminate this agreement with seven days’ written notice to the other should the other party fail to perform in accordance with this agreement. REN / ALEXANDER Page of 9 9