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CONTRACT 5977 Professional Services Agreement CLOSEDAgreement No. 5977 PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES -. BETWEEN THE CITY OF EL SEGUNDO AND RHA LANDSCAPE ARCHITECTS -PLANNERS, INC. This AGREEMENT is entered into this 22nd day of October, 2020, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and RHA LANDSCAPE ARCHITECTS -PLANNERS, INC., a California corporation ("CONSULTANT"). The parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Twenty-three thousand, two hundred dollars ($23,200.00) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly City of EI Segundo PSA for Design Services Page 1 Agreement No. 5977 rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. N/A. 7. FAMILIARITY WITH WORK. By executing this Agreement, CONSULTANT agrees that it has: A. Carefully investigated and considered the scope of services to be performed; B. Carefully considered how the services should be performed; and C. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from November 1, 2020 to December 31, 2021, unless otherwise terminated pursuant to Section 15. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until; CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Services and Fee Schedule City of EI Segundo PSA for Design Services Page 2 Agreement No. 5977 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION, A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time upon thirty days' written notice. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. City of EI Segundo PSA for Design Services Page 3 Agreement No. 5977 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. This Agreement contemplates that CONSULTANT will act both as a design professional (as defined by Civil Code § 2782.8) and for other management services. Accordingly, CONSULTANT agrees to provide indemnification as follows: A. CONSULTANT must save harmless, indemnify and defend CITY and all its officers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property arising from, pertaining to, or relating to the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives. CONSULTANT's duty to defend consists of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT's proportionate percentage of fault. CONSULTANT's percentage of fault will be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT's percentage of fault, the parties agree to mediation to determine the CONSULTANT's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY; CONSULTANT and CITY must each pay half the mediator's fees. Notwithstanding the above, in the event one or more defendants to a Claim is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT must meet and confer with the CITY regarding unpaid defense costs. B. Defense For All Non -Design Professional Liabilities. Notwithstanding the foregoing and without diminishing any rights of the CITY under subsection A, for any liability, claim, demand, allegation against CITY arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not a design professional service, CONSULTANT must defend, indemnify, and hold harmless Indemnitees from and against any and all damages, costs, expenses (including reasonable attorneys' fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. C. For purposes of this section "CITY" includes CITY's officers, officials, employees, City of EI Segundo PSA for Design Services Page 4 Agreement No. 5977 agents, representatives, and certified volunteers. D. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. The insurance coverage to be maintained by CONSULTANT as required by Section 22, will not limit the liability of CONSULTANT hereunder. The provisions of this section will survive the expiration or earlier termination of this Agreement. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which it is performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Twee of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $2,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88, or equivalent. The amount of insurance set forth above will be a combined single limit per occurrence for bodily City of EI Segundo PSA for Design Services Page 5 Agreement No. 5977 injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. CITY's additional insured status will apply with respect to liability and defense of suits arising out of CONSULTANT's acts or omissions. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming CITY has been given Insured status under the CONSULTANT's General Liability policy, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. City of EI Segundo PSA for Design Services Page 6 Agreement No. 5977 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: RHA Landscape Architects -Planners, Inc. 6800 Indiana Avenue, Ste 245 Riverside, CA 92506 Attention: Doug Grove Phone: 951-781-1930 Email: do(a).rhala.com If to CITY: City of EI Segundo 350 Main Street EI Segundo, Calif. 90245 Attention: Cheryl Ebert Phone: 310-524-2321 Email: cebert a.elseciundo.orq Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is One (1) Exhibit to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. City of EI Segundo PSA for Design Services Page 7 Agreement No. 5977 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] City of EI Segundo PSA for Design Services Page 8 Agreement No. 5977 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL S NDO Elias Sass r ;, " Public Works Director ATqyve Fllrbll- Traav�er,ej City Clerk APPRO'V'ED AS TO FORM: friar D. enle , 6 City Attorney Insurance Approved by: City of EI Segundo PSA for Design Services Page 9 RHA Landscape ArOitects-Pianners, Inc. By" Doug Grov 6ts. Presidcni Taxpayer ID No. r'@ .n, eCcicl Z U'. ' October 18, 2020 Elias K. Sassoon MS, MPA Public Works Director City of EI Segundo 350 Main Street EI Segundo, CA 90245-3813 RE: City Hall Courtyard and Landscape Landscape Architectural Services Agreement No. 5977 EXHIBIT A Dear Elias: RHA Landscape Architects -Planners, Inc. is pleased to provide you with this proposal for landscape architectural services forthe City Hall Courtyard and landscape improvements. We have enjoyed working with the City of EI Segundo Staff on previous projects and look forward to assisting you with this important project. We understand the scope of the project is to provide conceptual design drawings for the courtyard and all 4 sides of the City Hall building. The conceptual design drawings will include 3-D color renderings for several views of the courtyard, and color elevation renderings for the other areas around the City hall building. Cost estimates will be provided for the complete courtyard renovation and LID and nature -based landscape improvement around the City hall campus. Improvements will include: • Studying the existing courtyard as to how it currently functions and is used for events • Explore Low Impact Development (LID) design features and nature -based solutions • Develop concepts for a new, dynamic, flexible, and functional space. • Provide comfortable shaded seating and walking areas and possibly the use of Shade sails • Explore the use of different material for paving, site furnishings, lighting, and plant material to completely change the appearance of space during the daytime and at night. • Look at turf area reduction for water savings, as well as recommend new landscape materials and a refreshed plant palette SCOPE OF SERVICES A. CONCEPTUAL DESIGN 1. Project Administration and Coordination We will prepare and update a project schedule and coordinate the project with you as required. We will be available for project discussions in person, through zoom meetings, over the phone, and via email. We will manage and coordinate the project internally to ensure it stays on 6800 INDIANA AVENUE, SUITE 245, RIVERSIDE, CALIFORNIA 92506 (951) 781-1930 LICENSE #2799 FAX (951) 686-8091 E-MAIL: rha@rhala.com EI Segundo City Hall Courtyard and Landscape Elias K. Sassoon Agreement No. 5977 October 18, 2020 schedule. We will meet with the City Manager, present to the Recreation and Park commission and the City Council. 2. Site Research and Base Plan We will utilize an AutoCAD site plans from the City as the project base plan. We will also utilize a Google Earth aerial photo. We will visit the site to confirm existing conditions and make adjustments to the base plan as needed. 3. Design Development Plan We will prepare a Design Development Plan that will detail the proposed layout for the improvements listed above. We will review this plan with you and your staff. Based on comments we will prepare a final design development plan for review and approval. M EI Segundo City Hall Courtyard and Landscape Elias K. Sassoon Agreement No. 5977 October 18, 2020 4. Color Renderings We will prepare Two (2) 3-D color renderings from different views of each of the two (2) Courtyard concepts to convey the proposed conceptual design concepts. We will also provide color elevations of the landscape areas outside the courtyard for each concept. These renderings will be photo simulations in color. Located below are examples of the types of renderings that will be provided. 5. Opinion of Probable Construction Cost We will prepare an opinion of probable construction cost for the improvements based on the conceptual design plans. 6. Meetings We will meet with you to review the conceptual plans and other aspects of the project. We have allowed for four (4) meetings with staff, two (2) meetings with the City Manager, and presentations to the Recreation and Parks Commission and the City Council. Due to Covid-19, some of the meetings with staff and the City Manager may be Zoom meetings. SCHEDULE OF FEES A. CONCEPTUAL DESIGN DEVELOPMENT $22,200 1. Project Administration & Coordination $2,000 2. Site Research and Base Plan $3,000 3. Design Development Plan $8,000 4. Color Renderings (2) $6,000 5. Opinion of Probable Construction Cost $1,000 6. Meetings (6), Presentations (2) $2,200 Design Fee $22,200 Reimbursable Expenses $1,000 Total Fee $23,200 Upon your review of the above referenced scope of services, please sign and return this agreement to RHA Landscape Architects -Planners, Inc. An emailed PDF copy of this agreement is sufficient. Cordially, RHA Landscape N roveIRA,' President tects-Planners, Inc. EED AP RHA LANDSCAPE ARCHITECTS -PLANNERS, INC. Authorized by: Name/Title: By: Date, EI Segundo City Hall Courtyard and Landscape Elias K. Sassoon ATTACHMENT -1 NORMAL HOURLY RATES 2020 Senior Principal Principal Landscape Architect Project Manager Landscape Designer Administrative Personnel Agreement No. 5977 October 18, 2020 $210.00 per hour 180.00 per hour 130.00 per hour 105.00 per hour 80.00 per hour OUTSIDE CONSULTANTS Services of outside consultants not listed in this proposal, at our direct cost, plus 15% of the actual cost of their services for coordination. REIMBURSABLE ITEMS Reimbursable items, such as the cost of blueprinting, graphic reproduction, plotting, FAX and photo copying, at our direct cost plus 15%. Auto travel will be charged at .585 cents per mile. OVERTIME REQUESTS It is RHA's responsibility to schedule the project's completion under normal conditions without the use of the staff on an overtime basis. If the Client adjusts the deadline or requests that work be completed earlier than originally scheduled and thus requires overtime, the fees shall be adjusted to cover the increased costs incurred by RHA. The hourly rates for overtime will be one and one-half (1-1/2) times the hourly rates above. CONDITIONS OF PAYMENT We will bill on a monthly basis in proportion to the time spent on the project to date. All billing statements are due upon receipt. Interest will be charged at the rate of 1-1/2% per month on the past due balance thirty days and over. Due to increases in wages/benefits, fees and hourly rates are subject to an annual increase of 6%. NOTICE Landscape Architects are regulated by the State of California. Any questions concerning a Landscape Architect may be referred to: The Landscape Architects Technical Committee, 400 R Street, Suite 4000, Sacramento, California 95814, (916) 445-4954. RHA LANDSCAPE ARCHITECTS -PLANNERS, INC. EI Segundo City Hall Courtyard and Landscape Elias K. Sassoon ATTACHMENT -2 ADDITIONAL SERVICES Agreement No. 5977 October 18, 2020 Additional services shall be performed only when requested or approved by the Client. Compensation for such services shall be in accordance with our Normal Hourly Rates and Reimbursable items per Attach. -1. Additional services may include, but are not limited to: 1. Revisions or modifications to documents, drawings, or specifications when such revisions or modifications are inconsistent with approvals or instructions previously given or are required by the enactment or revision of codes or laws by governmental agencies having jurisdiction over the project subsequent to the preparation of such documents, drawings, or specifications. 2. Any work requested by the Client that is not heretofore mentioned. CLIENT'S RESPONSIBILITY 1. The cost of blueprinting, graphic reproduction, plotting, and other reimbursable items per Attachment -1. 2. Submittal of plans for Agency review/approval if needed. 3. Topographic Survey of entire property identifying all grades in spot elevation and contour form, existing structures, and existing vegetation (trees, shrubs, etc.) ALREADY PROVIDED OWNERSHIP OF DOCUMENTS Drawings and specifications shall become the property of the Client at completion of services and payment thereof. RHA, however, does not assume any professional responsibility or liability for use of the drawings or specifications at any location other than this particular site. Architect will hold RHA harmless for any error or omission arising out of the use of the drawings and specifications at any other location and will be responsible for defending RHA from any third party actions because of such use. INDEMNIFICATION It is recognized and agreed that the design services provided for in this Agreement will not and cannot be completed until all such services, including field observation services, have been performed in full by RHA. The Client acknowledges that the inability of RHA to complete those services will significantly increase the risk of loss resulting, among other causes, from misinterpretation of the intent of the design, unauthorized modifications thereto, and failure to detect errors and omissions in the plans and specifications before they become costly mistakes built into the project. Therefore, in the event that this agreement is prematurely terminated orthat RHA is otherwise precluded from completing the services set forth herein, the Client agrees to hold harmless, indemnify, and defend RHA from and against any and all claims. LIMITATION OF LIABILITY The Client agrees to limit RHA's liability to the Client and to all construction contractors and subcontractors on the project due to RHA's negligent acts, errors or omission, such that the total aggregate liability of RHA shall not exceed fifty thousand dollars ($50,000.00) or the amount of RHA's contractual fee, whichever is greater. RHA LANDSCAPE ARCHITECTS -PLANNERS, INC. EI Segundo City Hall Courtyard and Landscape Elias K. Sassoon Agreement No. 5977 October 18, 2020 TERMINATION OF AGREEMENT This agreement may be terminated by either party upon seven (7) days written notice via registered mail, should the other party fail substantially to perform in accordance with its terms through no fault of the other. In the event of termination due to the fault of others, the landscape architect shall be paid his compensation for expenses then due. If a dispute arises under this contract and litigation is instituted, the prevailing party shall be entitled to recover its reasonable attorney fees. RHA LANDSCAPE ARCHITECTS -PLANNERS, INC.