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2018/07/01 Ferguson Pape Baldwin Architects, Inc. City Hall Schematic Design t CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT MENIFEE CITY HALL- SCHEMATIC DESIGN THROUGH CONSTRUCTION ADMINISTRATION SERVICES THIS PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and effective this- day of , 2018 ('Effective Date")by and between the CITY OF MENIFEE, a California municipa corporation, ("City") and FERGUSON PAPE BALDWIN ARCHITECTS, INCORPORATED an S Corporation, California Corporation, ("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party"and collectively as the "Parties." SECTION 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1,2018 and shall end on January 31, 2019 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City's right to terminate this Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assianment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassigmnent of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City,reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 2762/031858-0001 12151305.1 a07/03/18 1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed ONE HUNDRED THIRTY THOUSAND DOLLARS AND ZERO CENTS ($130,000.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ZD b. The beginning and ending dates of the billing period; C. A "Task Summary"containing the original contract amount, the amount of prior billings, the total due this period,the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed; g. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 2762/031858-0001 12151305.1 a07/03/18 -2- 29714 Haun Road Menifee, CA 92586 2.2 Monthl�Payment. City shall make monthly payments,based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty(30)days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last ten percent(10%) of the total amount due pursuant to this Agreement within sixty(60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. 2762/03 1 858-000 1 12151305.1 a07/03/18 -3- SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee,and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liabilitv Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage,for risks associated with the Services contemplated by this Agreement,TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. 2 762/03 1 858-000 1 12151305.1 a07/03/18 -4- t Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. C. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,agents, and volunteers. 4.3 Professional Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1)renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 2762/031858-0001 12151305.1 a07/03/18 -5- 4.4 All Policies Requirements. a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: MENIFEE CITY HALL SCHEMATIC DESIGN THROUGH CONSTRUCTION ADMINISTRATION. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. C. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or(3) the deductible or self-insured retention is increased. d. Additional insured: rn imary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees,agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one(1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured 2762/031858-0001 12151305.1 a07/03/18 -6- retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available,or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof, and/or C. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend, and hold harmless City and its officers, employees, officials, volunteers, and agents from and against claims, losses, costs, damages, expenses,liabilities, liens, actions, causes of action(whether in tort, contract,under statute,at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the reasonable legal costs of counsel retained by City)and any judgment(collectively,"Claims")to the extent same are caused in whole or in part by the negligence, recklessness, or willful misconduct of Consultant,its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 5.2 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, protect, defend , and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, 2762/031858-0001 12151305.1 a07/03/18 -7- 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 subcontractors of Consultant. 5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects,registered professional engineers,professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. 5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence, or to the extent the cost to defend charged to Consultant exceeds Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. SECTION 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees,or agents is in any manner officers, officials, employees,or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state,or federal policy,rule,regulation, law,or ordinance to the contrary,Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 2762/031858-0001 12151305.1 a07/03/18 -$- 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i)the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including,without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 27621031858-0001 12151305.1 a07/03/18 -9- 8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement. 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a. Immediately terminate this Agreement; b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; C. Retain a different consultant to complete the Services described in Exhibit A; and/or d. Charge Consultant the difference between the costs to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. 2762/031858-0001 12151305.1 a07/03/18 -10- SECTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda,plans, studies, specifications, records, files,or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that,until final approval by City, all data,plans, specifications,reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. 9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,reuse,or sublicense any and all copyrights,designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account,invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3)years after final payment under this Agreement. 2762/031858-0001 12151305.1 a07/03/18 -1 1- SECTION 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Philip Pape("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 City Contract Administration. This Agreement shall be administered by a City employee, Charles Berglund ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: 2762/031858-0001 12151305.1 a07/03/18 -12- Ferguson Pape Baldwin Architect, Inc 449 Ruffin Road, Suite 300 San Diego, Ca 92123 Attn: Philip Pape Any written notice to City shall be sent to the Conti-act Administrator at: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Charles Berglund With a copy to: City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 10.10 Professional Seal. Where applicable in the determination of the Contract Administrator,the first page of a technical report,first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design report/design responsibility. 10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 2762/031858-0001 12151305.1 a07/03/18 -13- 10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that(i) such Party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii)by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv)that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors, assigns,and all persons claiming under or through them,that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliabilijy of City Officers and Employees. No officer,official,employee,agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest,in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award,terms or implementation of this Agreement,including any method of coercion,confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant,in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1)year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page] 2762/031858-0001 12151305.1 a07/03/18 -14- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF ME I EE CONSULTANT Armando G. illa, City Manager James rguson, President CVSarhAManwaVrindgCi�ty Clerk PhAi$-PapJ,�txecutive Vice President Approv s to Form: JeffiuKT. TFelching, City A ey 2762/031858-0001 12151305.1 a07/03/18 —15— EXHIBIT A SCOPE OF SERVICES [See attached Proposal] 2762/031858-0001 12151305.1 a07/03/18 EXHIBIT A = FERGUSON PA PAPS BALOWIN ARCHITECTS May 23,2018 Revised 7/3/2018 Charles Berglund Management Analyst City Manager's Office City of Menifee 29714 Haun Road Menifee,CA 92586 Subject: Proposal for Professional Services Menifee City Hall Tenant Improvements FPBA Project No.17040 Dear Charles: Ferguson Pape Baldwin Architects is pleased to submit this proposal to the City of Menifee to provide Schematic Design through Construction Administration services for the City of Menifee Tenant Improvement Project in the new shell building on Haun Road,Menifee,California.The tenant improvement area will comprise approximately 25,000 square feet on two floors. PROJECT TEAM 1. DISCIPLINES INCLUDED a. Architecture: Ferguson Pape Baldwin Architects b. Interior Design: Ferguson Pape Baldwin Architects c. Audio Visual Design Services(optional) Gluemac The following disciplines will be coordinated within the scope of these services but contracted directly with the developer/Builder. a. Mechanical/Electrical/Plumbing Engineering b. Structural Engineering SCOPE/SERVICES INCLUDED The project includes renovation of City offices and the council chambers with the addition of new walls, storefront glass,doors,interior finishes,and furnishing as shown in the Test Fit drawings Issued 5/22/2018 by FPBA. A delineation of proposed Audio Visual Design and Furniture Request for Proposal(RFP)are included in the attached proposals from Gluemac,dated 5/18/18,and FPBA dated 5/23/18. The following Architectural Basic Services are included in the scope of this Project.Deliverables are indicated in bold italics. James T.Ferguson Architect Philip J.Pape Architect Andrew S.Darragh Architect Dan Rosenberg Architect President Executive Vice President Executive Vice President Vice President 4409 Ruffin Road Suite 300 San Diego CA 92123 810 231 0751 Fax 619 231 4390 vmnw.lpbarch.com 2762/031858-0001 12151305.1 a07/03/18 -2- ® City Of Menifee-Tenant Improvement `� FPBA Project No.17040 July 3,2018 Page 2 1. Attend up to(6)design meetings with Tenant to confirm the design and provide Meeting Notes. 2. Review available shell building record drawings for coordination with building systems and defined areas. 3. Create a Basis of Design document to reflect design quality desired for the project. We have included one update as basic services. If additional updates are required,they will be provided as an Additional Service. 4. Provide a Building Code Analysis to confirm that the design is code-compliant. 5. Provide an Architectural Revit model and AutoC4D background files for use by the engineering team (engineers contracted direct to builder).Coordinate the furniture layout with the floor plan and coordinate utility outlets with the engineers. 6. Coordinate with structural,MEP,and Audio Visual consultants. 7. Assist with Value Engineering(VE)efforts in collaboration with the General Contractor. 8. Provide Construction Documents setting forth in detail the requirements for the construction of the project.These will include drawings and sheet specifications. 9. Color and material finishes will be presented in loose format.(2)Material options with(1)revision are included.Provide a Color and Material Board for the selected option. 10. Provide quality control review of Construction Documents and check their coordination with other disciplines. 11. Lead the plan check process with the City of Menifee and obtain a Building Permit. 12. Provide Construction Administration services including attendance at construction meetings every other week(up to 6),response to RFI's(50 assumed)and Submittal review(50 assumed). 13. Attend(1)Punch List visit and coordinate a final Punch List of items(provided by Contractor)for contractor completion and attend(1)Punch Verification meeting to ensure completion of Punch List items. 14. Provide Record Drawings in PDF and AutoCAD formats based on as-built markups from the contractor. SCHEDULE We will begin the work immediately upon authorization and are prepared to meet the schedule based on the target dates below with the understanding that the internal approval process may affect actual completion dates.The schedule is based on a full City submittal.The project is eligible for an Expedite Stamp from Economic Development Services and Express Plan Check is an option.Updates to the design schedule will be provided by others. Project Initiation: July 9,2018 DD/CD/Plan Check Submittal(80%): August 10,2018 Agency Review: August 10 to August 31 Issued for Construction Submittal: September 4,2018 Construction Substantially Complete: November 2,2018 2762/031858-0001 12151305.1 a07/03/18 -3- City Of Menifee-Tenant Improvement FPBA Project No.17040 July 3,2018 Page 3 ASSUMPTIONS AND UNDERSTANDINGS 1. A Low voltage system design consultant for information technology and audio-visual design is proposed as an optional service and can be contracted with FPBA or directly to the City of Menifee;architectural coordination is included. 2. Furniture RFP for the bidding of the building furniture and systems furniture is included with this proposal as an optional service. Selection of wall art and Tenant sign design to be provided by the Tenant;architectural coordination is included. 3. We assume the Tenant will provide information and direction in a timely manner.If additional meetings with the City are required to receive information or obtain approvals,or if delays or extensions in the schedule from the target dates listed above are required,they will be provided as an Additional Service. 4. MEP engineering will be provided by the developer/builder. Coordination with the builder's consultants is included with this proposal. 5. Commissioning will be provided by building developer/builder. 6. No civil engineering is anticipated or included.Site accessibility is assumed to be compliant and is outside the scope of this project. 7. Stair and elevator accessibility is assumed to be compliant and is outside the scope of this project. 8. No Shell modifications are anticipated with this proposal. 9. Photo-realistic renderings will be provided as an Additional Service,if requested. 10. Significant Owner-initiated design changes or VE after approval of the Design Development Phase may require additional services. 11. LEED or similar certifications are excluded and can be provided as an Additional Service,if requested. COMPENSATION FOR SERVICES We propose to provide the professional services outlined above and as summarized in the Fee Summary spread sheet below for a Phased fixed fee of One Hundred Thirty Thousand Dollars[$130,000]. Reimbursable expenses as defined in the attached Schedule of Hourly Billing Rates are estimate not to exceed$4,000 and are included within the total Design Fees. The Design Contingency is available only with written approval from Client. Design Phase FEES Design Development/Construction Documents $45,000 Systems Furniture RFP $16,000 AN Design $24,800 Permit Processing/Bidding Support $4,000 Construction Administration $15,000 Reimbursable Expenses $4,000 Record Drawings $1,200 Design Contingency $20,000 Total Fees $130,000 2762/031858-0001 12151305.1 a07/03/18 -4- City Of Menifee-Tenant Improvement FPBA Project No.17040 July 3,2018 Page 4 Additional Services,if required,will be provided at the prevailing rates indicated in the attached Schedule of Hourly Billing Rates. Additional Services will proceed only upon written authorization from the City of Menifee. If this proposal is acceptable to you,please indicate your acceptance by signing in the space provided below and returning a copy to our office. This proposal shall remain valid for ninety(90)days. We appreciate this opportunity and look forward to working with you on this important project. Should you have any questions,we are available at your convenience. Best Regards, Agreed to by: FERGUSON PAPE BALDWIN ARCHITECTS CITY OF MENIFEE <4—'�— Philip Pape,NCARB Title: Principal Architect Date: Executive Vice President License No.C25595 Attachments: FPBA Schedule of Hourly Billing Rates FPBA Furniture RFP Scope—Dated May 23,2018 Glumac A/V Proposal—Dated May 18,2018 City Of Menifee Test Fit Plans—Dated May 22,2018 2762/031958-0001 12151305.1 a07/03/18 -S- = FERGUS ON USON ARE SALOWIN ARCHITECTS SCHEDULE OF HOURLY BILLING RATES (Effective November 1,2017) Officers $215.00 Principal 195.00 Project Manager 185.00 Sr.Project Architect/Sr.Designer. 160.00 Project Architect 140.00 Sr.Job Captain/Designer II 130.00 Job Captain/Designer 1 115.00 Drafter 95.00 Clerical 70.00 When authorized by the Owner in writing,expense of overtime work will be billed higher than regular rates. Reimbursable Expenses Reimbursable expenses are actual expenses made by the Architect,the Architect's employees and consultants in the interest of the Project and include,but are not limited to the following expenses: 1. Expenses of transportation in connection with the Project;living expenses in connection with out-of-town travel and long distance communications,as approved by,and negotiated with Owner. 2. Expenses of reproductions including plotting/printing of CAD files,renderings and other electronic data,postage,permit processing service,delivery and handling of drawings and other documents. 3. Expenses for hiring a Permit Processing Consultant to assist with Building Permit plan check and other regulatory related services. Reimbursable expenses shall be billed at cost+10%administration costs. James T Ferguson Architect Philip J Pape Architect Andrew S.Darragh Architect Dan Rosenberg Architect President Executive Vice President Executive Vice President Vice President 4499 Ruffin Road Suite 300 San Diego CA 92123 619 231 0751 Fax 619 231 4396 www.fpbarch.com 2762/031858-0001 12151305.1 a07/03/18 -6- Furniture RFP Scope 18040—Menifee City Hall Pre-RFP Tasks - Meet with Client to discuss needs(assume 2 meetings):4 hrs.JC,4 hrs.PA o First meeting ■ Determine RFP process—number of vendors involved?Will there be Interviews? Timeframe?Good/better/best approach? ■ Determine size/type/design of workstations ■ Discuss budget • Finalize layout including loose furniture ■ Determine if Menifee wants pricing for entire layout or pricing for a typical 6 or 8-pack • Look at project schedule to determine whether a quick ship product is needed. Discuss alternative options—temporary furniture ■ Discuss used vs.new ■ Determine power requirements • Determine vendor selection criteria-warranty,quality,time,lowest price o Second meeting ■ Review finalized layout • Finalize power requirements - Meeting prep for initial meeting:4 hrs.JC - Propose layout/design based on meeting(assume that there is no inventory to reuse):8 hrs.JC, 4 hrs.PA - Respond to comments and finalize systems furniture size/design for 8-pack:4 hrs.JC RFP Writine - Write first draft of RFP:8 hrs.PA - Respond to comments and finalize draft:2 hrs.PA - Issue RFP:2 hrs.JC - Respond to RFP questions/issue RFP addenda:4 hrs.JC - Client meeting to discuss comments,if necessary:2 hrs.PA - RFP Approach o Loose furniture—Good/Better/Best approach—have the vendors propose 3 options for each type of loose furniture;i.e.Task seating,lounge chairs,conference tables...etc.The vendor would also need to address the tight timeframe issue.For example,purchase quick ship items where appropriate and use temporary furniture while waiting for standard shipped items to arrive.If purchasing new furniture will meet the timeframe requirements vendor will need to note drop dead date for purchasing. o Systems furniture—Standard shipping for new systems furniture is 6-8 weeks. Depending on Menifee's desired workstation design,the vendors will have to describe and price different scenarios showing how they will get quality products in the tight timeframe. Examples of two different scenarios are: ■ Provide all used refurbished furniture • Provide quick ship workstations and possibly some standard lead time,non- critical items.Quick ship has limited products and finishes. Pricing and drop dead purchasing dates would need to be included for all options. 2762/031858-0001 12151305.1 a07/03/18 -7- RFP Selection - Review proposals(assume 4):8 hrs.PA - Client Meeting(assume 1):2 hrs.PA - Interview Short List,if necessary(assume 3 @ 1 hr.each):3 hrs.PA Post-RFP Tasks - Modify systems furniture design as needed:8 hrs.JC - Finalize loose furniture selections(assume we select from the Good/Better/Best approach):8 hrs.JC,4 hrs.PA - Select material finishes:12 hrs.JC - Coordinate electrical requirements:8 hrs.JC - Meet with client/vendor(assume 2):4 hrs.JC - Review of contractor submittals(assume 2):4 hrs.JC - Punch list workstations/furniture after installation:8 hrs.JC Proiect Management/Quality Control Principal-in-Charge:2 hrs. Project Architect:4 hrs. Subtotals: Job Captain(JC)-78 hours @$115=$10,140 Project Architect(AP)-39 hours @$130=$5,460 Principal-in-Charge(PIC)-4 hours @$215= $860 Total:$16,460 2762/031858-0001 12151305.1 a07/03/18 —c�— Uz � E 0 V I x U v DQ ftt2t2t2� V e a� v .c G y Menifee City Hall TI N Fee Proposal 01 C C d Prepared by: GLUMAC A Tetra Tech Company 225 Broadway, Suite 1580 San Diego, CA 92101 619.577.4616 Glumac Proposal No. 12.18.P0101 2762/031858-0001 12151305.1 a07/03/18 —9— V ' a 0 May 18,2018 Philip Pape,NCARB r Executive Vice President a Ferguson Pape Baldwin Architects 4499 Ruffin Road San Diego,CA 92123 T.619.231.0751 Email:ppape@fpbarch.com e d Subject: MEP Fee Proposal a Menifee City Hall TI Dear Philip: N N Glumac is pleased to provide the enclosed fee proposal for the Menifee City Hall TI project, w located in the City of Menifee,California. d We believe you will find Glumac especially qualified for this project because of our: d • Experience:Glumac has been designing tenant improvement projects along the West Coast and Southern California for over 45 years. With project sizes ranging from tens of thousands of square feet across multiple stories in high-rise office buildings to a few hundred square feet in a single-story building, our team has the experience and capacity to design your project. • Sustainable Design Experience:Glumac is a leader in cost-effective and innovative sustainable design solutions.Our staff of 100 LEED APs has designed nearly 250 LEED Certified projects,including more than 40 LEED Platinum projects,as well as 1 WELL Certified project,7 WELL Certification pursuits,3 WELL Assessments,and 5 Living Building Challenge pursuits including 2 Glumac offices.Our focus is designing "Green Buildings that Work"and providing value to owners and users with the best engineering and commissioning solutions. • Location:Our Downtown San Diego office is conveniently located,making collaboration easy and last minute meetings possible for our staff to attend. • Staff:Glumac is a full service MEPT engineering,design,and commissioning firm with a staff of more than 300.We leverage each individual's special expertise to allow us to best serve our client's needs. Please call us if you have any questions or comments so we may tailor the scope of services and fee to match your requirements.We appreciate the opportunity to be of service and look forward to working with you and the rest of the team on this project. Sincerely, BZ-2- tt ' Project Manager,Associate GLUMAC A Tetra Tech Company 2762/031858-0001 12151305.1 a07/03/18 -1 Q- Z Menifee City Hall In iL Philip Pape L FPBA 0 May 18,2018 Page 6 ENHANCED SERVICES—TECHNOLOGY LOW VOLTAGE r a Telecommunication Infrastructure V A. Design of state of the art telecommunication structured cabling system to support IP based end point devices such telephones,wireless access points for Wi-Fi,video surveillance cameras and computer workstation that will require network connection.We will coordinate with the service providers for internet,telephone and data access from the main W Telecom/MPOE room in the building to support all voice/data cabling requirements. y B. Detailed pathways and spaces design will be provided from the main Telecom/MPOE to a connect to the intermediate IDFs.Copper and fiber optic cabling will be provided for o backbone distribution. N C. Design layout of the telecom equipment IT rack including interior elevations, IT equipment placement,conduit systems design, horizontal cabling one-line diagram,installation detail drawings and telecom outlet detail.Coordination with Cwner's requirements. D. Coordination with architect and AV and Security integrator(s)for the AN and Security IP equipment infrastructure requirements into all building the spaces. E. Provide CS]Division 27 specifications for Telecommunications equipment installation and pathways requirements. Security Systems A. Design of security systems to include video surveillance and recording(security cameras) and electronic access control(ACS). B. Design control panels, POS,card reader locations,digital video recorders(DVR)and camera locations. C. Provide rack elevation,conduit systems design,cable routing,camera mounting details and access control system details. D. Provide CSI Division 28 Security and Access Control specifications for equipment and installation requirements. Audio Visual System A. Design an audio visual system for conference rooms, public spaces/common areas that will integrate with the building requirements.System design to include conduit system,floor boxes(if applicable)and interconnection of equipment to the data network.LCD displays, CATV and associated cablingfinfrastructure. 2762/031858-0001 12151305.1 a07/03/18 V z Menitee City Hall TI Philip Pape 4 E FPBA May 18,2018 wPage 7 B. Overhead loudspeakers layout for the public conference rooms,spaces/common areas a and to integrate with the AV system and associated cabling/infrastructure. Design will Jinclude location of speakers,end line devices,horizontal cabling distribution and head-end equipment. VC. Coordination with architect and/or AV integrator for the AN equipment into all building the spaces. D. Provide AV equipment design,specifications and audiovisual detailed drawings. a m E. Shop Drawings, line voltage calculations and conduit schedule for permitting to be provided by the selected Paging system integrator/vendor/manufacturer. Glumac will not provide overhead paging shop level drawings, calculations or conduit schedule. 0 v d Construction Administration Phase A. Review submittal material for substantial conformity with the intent of the contract plans and specifications. B. Assist with low-voltage system related RFIs(Request for Information). C. Assist with review of low-voltage system related proposal requirements,Architect's supplemental instructions, construction change directives and change orders,to assist in comparing the value of the work proposed to the submitted price. D. Provide site observation during the Construction Phase and prepare a written summary of the visit to become generally familiar with the progress and quality of the Contractors work and to determine if the work is proceeding in general conformance with the contract documents.Such observation shall not be construed as approval or guarantee of Contractor's performance or safety measures.We have included 2 site visits in our fee proposal. E. Accomplish final walk-through and prepare punch list.We have assumed 1 separate punch list site visit with 1 follow-up punch-list site visit. F. Review Record Drawings and Operations and Maintenance manuals as prepared by the Contractor for general conformance of the work observed and approved changes. DESIGN ASSUMPTIONS A. Additional meetings are not included;meetings requested by the owner or architect will be billed at Glumac's Standard Hourly Rates. 2762/031859-0001 12151305.1 a07/03/l8 -1Z- EXHIBIT B INSURANCE 2762/031858-0001 12151305.1 a07/03/18 -13-