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HomeMy WebLinkAbout2021-019 WorkbenchCITY OF ATASCADERO CONTRACT NUMBER: 3oa 1- O19 CITY OF ATASCADERO CONTRACT FOR Workbench for Central Coast Regional Pre -Approved Accessory Dwelling Unit Project CONSULTANT SERVICES AGREEMENT FOR THE CITY OF ATASCADERO WORKBENCH, Inc THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation ("City") and WORKBENCH, a California Corporation ("Consultant'). City and Consultant agree as follows: SCOPE AND STANDARDS: CONTRACT. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Consultant for the performance of services pursuant to this Contract shall remain employees of Consultant, shall at all times be under the direction and control of Consultant, and shall not be considered employees of City. All persons employed by Consultant to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Consultant employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. rev 5/1/06 792119.3 City of Atascadero WORKBENCH INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. TIME OF PERFORMANCE: The services of Consultant are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate no later than July 30, 2022 unless extended by the mutual agreement of both parties. 4. COMPENSATION: TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager's designee (hereinafter "City Manager' shall include the City Manager's designee). Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City and Consultant at the time City's express written authorization signed by the City Manager is given to Consultant for the performance of said services. rev S/1/06 792119.3 City of Atascadero WORKBENCH 5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and the Consultant shall comply with the City Manager's request to monitor performance. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that the Consultant may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Consultant is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that the Consultant's performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Consultant may have covering and/or with is employees. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services required under this Contract. Consultant shall notify City of any changes in Consultant's staff to be assigned to perform the services required under this Contract and shall obtain the approval of the City Manager of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance. TERMINATION: 30 DAYS NOTICE. The City, upon thirty (30) days written notice, may terminate this Contract, without cause, at any time. In the event of such termination, Consultant shall be compensated for non -disputed fees under the terms of this Contract up to the date of termination. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. rev 5/1/06 792119.3 City of Atascadero WORKBENCH CHANGES: The City or Consultant may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 8. PROPERTY OF CITY: MATERIALS PREPARED EXCLUSIVE PROPERTY OF PARTICIPATING CITIES. It is mutually agreed that all materials prepared by the Consultant under this Contract are upon creation and shall be at all times the shared property of the Participating Cities (Morro Bay, Arroyo Grande, Atascadero, and Grover Beach), Workbench and its subconsultants. A. Consultant and associated subconsultants are granted an irrevocable license to re -use the plans created, or any portion thereof, in their business in the future, without limitation. In the event of any such re- use, Consultant shall remove any indications from the plans regarding the Participating Cities. The City of Atascadero agrees that Consultant shall bear no responsibility for any reuse or modification of the materials prepared by the Consultant, including but not limited to use or modification by residents as part of a pre -approved ADU program. Consultant shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of City including without limitation information or reports required by government agencies to enable Consultant to perform its duties under this Contract, excluding the plans themselves (per the above re -use permission) and as may be required under the California Public Records Act excepting therefrom as may be provided by court order. Consultant will be allowed to retain copies of all deliverables. B. RESTRICTIONS ON USE BY THE CITY AND THEIR RESIDENTS. a. Sheet Language. It is mutually agreed that the City will include liability limitation language, on each sheet of any plans created by Consultant that the City make available for use or review by the public. The language shall specify as follows: BY USING THESE PERMIT READY CONSTRUCTION DOCUMENTS, THE RECIPIENT IS ACKNOWLEDGING ACCEPTANCE OF THE FOLLOWING CONDITIONS. 1. THE USE OF THIS INFORMATION IS RESTRICTED TO THE ORIGINAL PROJECT FOR WHICH IT WAS PREPARED FOR THE PRE -APPROVED ADU PLANS PROGRAM FOR THE CITY OF [Insert City Name Here]. THIS DOES NOT ELIMINATE OR REDUCE THE RECIPIENT'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION RELEVANT TO THE RECIPIENT'S WORK AND RESPONSIBILITY ON THIS PROJECT. WORKBENCH AND/OR THE CITY OF [ADD CITY NAME HERE] SHALL NOT BE RESPONSIBLE FOR TRANSLATION ERRORS. 2. THE RECIPIENT RECOGNIZES AND ACKNOWLEDGES THAT THE USE OF THIS INFORMATION WILL BE AT THEIR SOLE RISK AND WITHOUT ANY LIABILITY OR LEGAL EXPOSURE TO WORKBENCH OR THE CITY OF [ADD CITY NAME HERE]. NO WARRANTIES OF ANY NATURE, WHETHER EXPRESS OR IMPLIED, SHALL ATTACH TO THESE DOCUMENTS AND THE INFORMATION CONTAINED THEREON. ANY USE, REUSE, OR ALTERATION OF THESE DOCUMENTS BY THE RECIPIENT OR BY OTHERS rev 5/1/06 4 792119.3 City of Atascadero WORKBENCH WILL BE AT THE RECIPIENT'S RISK AND FULL LEGAL RESPONSIBILITY. FURTHERMORE, THE RECIPIENT WILL, TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNIFY AND HOLD WORKBENCH AND THE CITY OF [ADD CITY NAME HERE] HARMLESS FROM ANY AND ALL CLAIMS, SUITS, LIABILITY, DEMANDS, JUDGMENTS, OR COSTS ARISING OUT OF OR RESULTING THERE FROM ON ACCOUNT OF ANY INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY. 3. THE DESIGNS REPRESENTED BY THESE PLANS ARE COPYRIGHTED AND ARE SUBJECT TO COPYRIGHT PROTECTION. IF THE RECIPIENT DOES NOT AGREE WITH THE ABOVE CONDITIONS, DO NOT PROCEED BEYOND THIS DISCLAIMER. b. Required Liability Waiver. It is mutually agreed that each user of Consultant's work product within the City must execute a liability waiver limiting Consultant and the Participating City's liability. The waiver, to be created by the City, shall include, at a minimum, the following information and language: • Full applicant name, project address and contact information (including all owners and beneficial owners of any property on which the Pre -approved ADU Plans will be used). Contact information should include full legal names, address(es), contact phone numbers and email addresses. • Identification of the plan set being used by the Application; • Language stating: "By using these Permit Ready Accessory Dwelling Unit construction documents, the user agrees to release, hold harmless and indemnify Workbench and the City of [Insert City Name Here], including their respective officers, directors, shareholders, employees, contractors, consultants, elected officials, and any architect or service provider who prepared the construction documents, from any and all claims, liabilities, suits and demands, on account of any injury, damage or loss to persons or property, including injury or death, or economic losses, including attorneys' fees and costs, arising out of the use of these construction documents." • Additional language mirroring the on -sheet language, stating: "BY USING THESE PERMIT READY CONSTRUCTION DOCUMENTS, THE RECIPIENT IS ACKNOWLEDGING ACCEPTANCE OF THE FOLLOWING CONDITIONS. 1. THE USE OF THIS INFORMATION IS RESTRICTED TO THE ORIGINAL PROJECT FOR WHICH IT WAS PREPARED FOR THE PRE - APPROVED ADU PLANS PROGRAM FOR THE CITY OF [Insert City Name Here]. THIS DOES NOT ELIMINATE OR REDUCE THE RECIPIENT'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION RELEVANT TO THE RECIPIENT'S WORK AND RESPONSIBILITY ON THIS PROJECT. WORKBENCH AND/OR THE CITY OF [Insert City Name Here] SHALL NOT BE RESPONSIBLE FOR TRANSLATION ERRORS. 2. THE RECIPIENT RECOGNIZES AND ACKNOWLEDGES THAT THE USE OF THIS INFORMATION WILL BE AT THEIR SOLE RISK AND WITHOUT ANY LIABILITY OR LEGAL EXPOSURE TO WORKBENCH OR THE CITY OF [Insert City Name Here]. NO WARRANTIES OF ANY NATURE, WHETHER EXPRESS OR IMPLIED, SHALL ATTACH TO THESE DOCUMENTS AND THE INFORMATION CONTAINED rev 5/1/06 5 792119.3 City of Atascadero WORKBENCH jqpriv ,E,'i f. ;.:�.1 THEREON. ANY USE, REUSE, OR ALTERATION OF THESE DOCUMENTS BY THE RECIPIENT OR BY OTHERS WILL BE AT THE RECIPIENT'S RISK AND FULL LEGAL RESPONSIBILITY. FURTHERMORE, THE RECIPIENT WILL, TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNIFY AND HOLD WORKBENCH AND THE CITY OF [Insert City Name Here] HARMLESS FROM ANY AND ALL CLAIMS, SUITS, LIABILITY, DEMANDS, JUDGMENTS, OR COSTS ARISING OUT OF OR RESULTING THERE FROM ON ACCOUNT OF ANY INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY. 3. THE DESIGNS REPRESENTED BY THESE PLANS ARE COPYRIGHTED AND ARE SUBJECT TO COPYRIGHT PROTECTION. IF THE RECIPIENT DOES NOT AGREE WITH THE ABOVE CONDITIONS, DO NOT PROCEED BEYOND THIS DISCLAIMER. • Signature blocks for all applicants, owners and beneficial owners of the real property on which the Pre -approved ADU Plans are to be used. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the City as may have been prepared or accumulated to date by the Consultant in performing this Contract. Consultant will be allowed to retain copies of all deliverables to the City. CONFLICTS OF INTEREST: CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Contract. Consultant further covenants that in the performance of this Contract, Consultant shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. 10. CONFIDENTIAL INFORMATION: ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order. rev 5/1/06 6 792119.3 City of Atascadero WORKBENCH REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the City has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party's, including the non -releasing party's attorney's fees and disbursements, including without limitation expert's fees and disbursements. COOPERATION. City and Consultant shall promptly notify the other party should Consultant or City, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed thereunder or with respect to any project or property located within the City. City and Consultant each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding. Consultant and City agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Consultant or City. However, City and Consultant's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. 11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: CONSULTANT PROPERTY. Consultant shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract. City acknowledges that all equipment and other tangible assets used by Consultant in providing these services are the property of Consultant and shall remain the property of Consultant upon termination of this Contract. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City's sole cost and expense. rev 5/1/06 792119.3 City of Atascadero WORKBENCH 12. COMPLIANCE WITH LAW: COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Consultant shall at all times hold a valid contractor's license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Consultant shall provide a copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of consultant to comply with this section. PREVAILING WAGES. In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by applicable law. 13. SUBCONTRACTING: With the exception of work performed by Metta Urban Design, Brockitecture and CM Taylor Structural Engineering, Inc. none of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant. 14. ASSIGNABILITY: Consultant shall not assign ortransfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. rev 5/1/06 792119.3 City of Atascadero WORKBENCH 15. LIABILITY OF CONSULTANT: r)rj CM nom. Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Consultant's profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors. 16. INDEMNIFICATION: INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Consultant, willful misconduct, or recklessness of its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. Defense costs shall be limited to claims that are determined to have been caused by the negligence, wrongful acts, errors or omissions. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successor, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. rev 5/1/06 9 792119.3 City of Atascadero WORKBENCH 17. INSURANCE: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the City may specify and change from time to time. Consultant shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19. MISCELLANEOUS PROVISIONS: ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION / NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. GOVERNING LAW, The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent rev 5/1/06 10 792119.3 City of Atascadero WORKBENCH of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. rev 5/1/06 11 792119.3 City of Atascadero WORKBENCH NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero City Manager 6500 Palma Avenue Atascadero, CA 93422 Consultant WORKBENCH Jamileh Cannon 189 Walnut Avenue Santa Cruz, CA 95060 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Consultant warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Consultant to the performance of its obligations hereunder. Effective to this July 14, 2021 by the parties as follows. Approved as to form: By: -^, Brian Pierik, City Attorney rev 5/1/06 12 792119.3 WORKBENCH By: Jamil t9annon, Owner CITY OF ATASCADERO Rachelle Rickard, City Manager City of Atascadero WORKBENCH CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.) CONSULTANT Jami eh Cannon, Owner WORKBENCH rev 5/1/06 13 792119.3 EXHIBIT A Scope of Services SCOPE OF SERVICES OVERVIEW OF THE WORK With the City%halt. Rye, Brockett Architect w ill determine what atypical Atescadero, Arroyo Gvande C>.over Beech. Morro Bey Pmperty bold live: How loupe, what dimensions, whaee em the eeiatinq homes me placed within the lots Hp etc Once established. in mllaboraion with VVolkbench, we will nitmally esemine whet mchilectvd responxs will best acmmm to m many utltxls as possbb. We will develop a-teiacopyg- flog plan wth a choose your ow+ ed'eenture for hOneOwnbs that wa conmot M dAterenl boons. size end Finishes- These Plans wR be designed to fit into a typical property in Atmcadero. Arroyo Grande. Gro Beach, 1 to, Bey end be flesiblc enough to attaaredaee atypitd pantels Each uNt will be dbioreci from Ixel ancKtectural stytea to alb" hay,,Dwnera to ChpPae M Collor, that best suAm thea aesthetit preferences anal mein home The pi wile be designed around the stented unA size (affiC v studio) Arad can be imarneMaey iereafed to the Imgest unit.'Add o am Le bedrooms, will be aebacent too ouin iviyg opsit, or baseline unit Once the i0MINVu c deeigau are fussed we wile engage with nun 52euctural Engineering, Parma. CM Tayb and begin W flush out the Witting details Along with the SE a MEP ase Title 24 co aultant wit be brought ay, boa d From here final Production drawings will be created and Permitted through each CK, In tandem with the architectural design efforts, MUD will deydop the supporting Wmn,aboral material as outlired in the RFP. This effort wit inCbde Deer" the types Of ADUs (attached. deteehatl. oce va ted. and Ilfnka) and Providing ieusbetions stewing whet "u buideg farms look film nil a typ" At",,de Assgo C"end4 Gse Ow.ch. Mere BeY bk. Esplsiyg the new Stats regsistiore it, ADUs by using iha»rabora and gngsltia to Testi technical *nli an. into more honey Vndenvtow ink mmban. Creating content that desobes the bereTAs of ADUs. dowiyg case ursda of how ADUs can be reeo, mad direct users b mail sonans to erotr mho inspire Property oaten rn abort add'rg an ADU to thea property Presentig and rmplaang the onototypical p10ra and heipirg property owners idantify the heal scenmin for thpr property. taking into nomat lot aarrfilkwk size aiolpurt; nM r Flow darts guiding prgparty pwrrane drough the desavr ad pannibig pooya WaMifyeg the sopa in the nrview PrP .2 iKWlfg em el fed regi. rang a peapp mp pla , antl the on,oma to Gdtng a cmuxu diem,, Mdeiels will also Catalogue the mquirements of a mmelete application with an easy to use clueWiu. Pm ling timer and anile arewans to hequemly oiled questions 658615.1 DRAFT 06/4/014:33 PM A-1 City of Atascadero WORKBENCH EXHIBIT A Scope of Work — Work Plan DETAILED WORK PLAN DevviptNn d at rUiaelwl wok ladies wpeled b successfully mtlpW l/le dialect. Incides.etar..asie seat asarYHtp dean i; mate Hear piens wih d latmfet apllala b cels A04 taroaaurilY maddsgs and M MurAtgetel atwd rrhMMlfep mMai al This chase of wvk pnnwiy includes fact gathering and the canton of dile and basic flan plans. At, will worn through the following steps in order to create the best Path forward far the Project. PROJECT KICK OFF - ry meed-, with, ell of the Ctas to review cc imundr space, K ewut eb requirer"criv PARCEL ANALYSIS - .. o:h e F will tion x how bon ng ail ei d Tani whi AJW II dila tlefare tM lypiei peruh TM ..ill_.cer.eehaoendation bhorrbrsegasia reel lsyoM tlwAW lloa plan WORK PlAal - 6 3w l 011 1, —fo,- scion gathered clsii p tM Pgect lack nH rrwRin9. said Parccl enalyis mortise. we s ora-- -1 - .. each iudsdktdm prey W Procolding hath. PRELIMINARYRANDEVELOPMENT- esedondiniorn tbobteiwdable.Mwit. Prepaecorsdptuidesion t,., plan end Preant lo sech City for renve, T cp^-nent T, m-'.. ^c b•/ a Cp'�e^ elrp^ o` -.and--Jraxn ehatahef W fAlrOneer-idltl d• • ' � ' Fdbwing the ccrrolstion ofDo conceptual ph.. a mon: aoadfc YMnatic set consisting of sir plsll; IhW phlYA alta elevator will be veeted. This Phase will m duals, presewatiom at do daft ADU docianents m ON, mMaaiIVLL PROGRESSION OF FLOOR PLANS - •, is Plass,, we wig talia ov preinuwy cauaplui Plans, and further develop wutwrn kichen laYaub- locations; fur CMmork, ale. CREATION OF ESTERIOR ELE VATIDNS AND STYLE - +1..q with Use developnhut of our Hoon Plans, i this lade use wi —. the asfiq K • ,-. a widow, sites. railings, t wra. set. age will wart lo became is DRAFT ADV COMMUNITY PRESENTATIONS - in the Desgn Dewlcoment Phan we will develop the site Plans, Hoo Plans• and buildisq section doigm in futther deb d. A meeting with the Clients will be held to synthesize input and design guidelines for nuAwriel Immkopes (p'efert,ces t.&—Js Mooing, appliances. finishes and pant cobs, etc)- The architecture tram will fiisEgrale with 1M client to select and specify intend and eatenicr meterbh and fidalws Draft educaticnal miedal si beewewed ■ this Phan as hep. BUILDING SYSTEM DESHM AND COORDINATION - INe will rtgge in dafaid research, integration, ell coordination c ..:ed sydenns It is saturated Mat this eaandtration will k¢kude Stmctual ] Possibly dia7aorsali dei engiwenelg. DESIGN DE VE-OPMENT PACKAGES - ealgn Oeveloe—r drr ings are a ferdY fir ahi sc or d,,, t^at se ux^_ Upon approval of the Design Develop meet Set by the Ckents, we will orpceed with the final construction documents. This pnaae includes finait all ouilding details, 6naliang systems coarcinal maaing final finish adjustmmds, creating and finiinng all educational and makering materials and eY mnil appwd pmrmsng. Piano slsY eD y with the rtandad wawings and spedlcelions of the Cities CONSTRUCTION DOCUMENT PAC1cAGES - ' .cts Sets will inckde (but an not Emted to) detadetl site pans. cic. r1t r wia need to tnothee sdanewd is d sells .tions. end achitectu.al tletals CONSULTANT SERVICES COORDINATION- _ wi a bnue m coardlnate with nacrosary sub -d ger m and as needed BUILDING DEPARTMENT MOCESS NG - The drawings ori be completed as required b sndrision to the Bsidiag Lees• h r n.:.: F',.c c .. it, and oUwr pediment aganeies for Pwmit approwl. We will coordinate the rgrnmwnts and obtain, d retiew egmuces daring Its, panidng pnocea rev 5/1/06 A-] 792119.3 EXHIBIT A Scope of Work — Deliverables The consultants will provide the following deliverables: 1. ADU Pre -Approved Construction Plan Packages a) Up to eight (8) public hearings and/or community meetings (virtual) to gain community input and present draft plans. Consultant shall provide meeting notes and summary to appropriate jurisdiction. b) Preliminary concept plans for staff reviews. Electronic and hard copies required to appropriate jurisdictions. C) Final ADU Pre -approved construction plan packages. Electronic and Hard Copies required to appropriate Jurisdictions. Final plan package should include: • Jurisdiction Specific Cover Pages • Site plan/Title Sheet • Utilities Plan • Fire sprinkler layout for each floorplan (and/or each option if the option necessitates modification) • Soils report for layouts over 500 square feet. (Typical foundation design) • Floor Plans • Elevations/Sections (elevations should include design options) • Foundation Plan (typical slab on grade and raised foundation option) • Plumbing/Electrical/Mechanical Plans • Gas line schematic • Energy analysis • Attic ventilation calculations • CalGreen (Title 24/ Part 11) requirements (Energy calculations for each of the six floor plans for each of four building orientations should be included) • Structural calculation • Structural details 2. ADU Marketing and Educational Materials a) Flowchart to facilitate ADU construction and permitting. Electronic and hard copies required to appropriate jurisdictions. b) Design Packet presenting general ADU information in addition to marketing material for ADU floor plan options and skins. Marketing and educational materials may include bulletins, webpages, and other resource to facilitate the use of ADU stock plan sin identified jurisdictions. 658615.1 DRAFT 06/4/014 33 PM A-2 EXHIBIT B Compensation and Method of Payment TOTAL COST OF CONTRACT NOT TO EXCEED WITHOUT PRIOR WRITTEN AUTHORIZATION $ 158,300.00 Services will be conducted on a time and material basis not to exceed the contractual amount of $158,300.00. All reimbursables will be covered to a maximum amount of $1,950 for the duration of the contract. The reimbursable allowance of $1,950 is included in the total contract amount of $158,300.00. Any additional services authorized by the City of Atascadero, not included in the scope of services as defined by this contract, must be approved in the form of a City of Atascadero Change Order prior to performing additional work. All additional work authorized by a City of Atascadero change order will be compensated at the same unit cost for the defined services as agreed to in the attached contract. Payment will be made within 30 days after receipt and approval of invoice. Payments to the consultant in excess of the contract amount of $158,300.00will not be made unless written authorization is executed prior to the date of the additional requested work. Any charges incurred outside of these contract terms will not be authorized for payment. WORKBENCH Jami Cannon, Owner rev 5/1/06 B-1 792119.3 EXHIBIT B Compensation and Method of Payment Suecorwwuna Ryw Bra kot Alchhactuls Workbench Structural PhM HUD CM Taylor MEP*T24 Conceptual Design - lr L K1Ck OM and COMM -WAY Meet% SChe atlC DCSIgn - knC. Draft Presentation MeetWkW Design Development S- $ $ iJu ?21225 _.850 $ 4.850 S S 3.500 Construction DOCS and Permittlog S 33.250 S 11500 $ 0.900 Marketing and EducaWnal Materials (Throo~ S 14.375 S - S Mls&ellaneous RNmbursabtes (PrM1tYa. Mileage, etc) f 1.960 1 S $ U64butal Ea knated Srvim by Conwalt" rd Phu S 181,900 I S 1Sr800 i 18200 Total Not to Emond Eatlwate i 151"" Attelallad Effort T"WrAW North RON HOW* Cat Principal $ 225 1 56 1 $12,600 Project Manor er Architect $ 150 378 $56,700 Job Ca toin $ 125 271 j 33,875 Junior Designer $ 75 163 j12,225 Intern $ 50 191 $9,550 TOTAL (minus reimbursables) $124,950 NO Refer to schedule in Workbench proposal. EXHIBIT C Schedule C-1 EXHIBIT D INSURANCE REQUIREMENTS: CONSULTANT SERVICES The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subconsultants. Minimum Scope of Insurance. Coverage shall be at least as broad as 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability: $1,000,000 per occurrence. 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 the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as 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, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. 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. 4. 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. 658615.1 DRAFT 06/4/014:33 PM D-1 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANTI. Additional Insured The City of Atascadero will need to be added to the policy as Additional Insured by endorsement, adding the City's name to the Certificate of Insurance is not sufficient and will not be accepted. Verification of Coverage. Consultant shall famish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. rev 5/1/06 D-2 792119.3