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HomeMy WebLinkAboutC-8353-1 - PSA for Peninsula Shuttle BrandingV PROFESSIONAL SERVICES AGREEMENT WITH RSM DESIGN FOR PENINSULA SHUTTLE BRANDING THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 5th day of January, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and RSM DESIGN, a California corporation ("Consultant'), whose address is 160 Avenida Cabrillo, San Clemente, California 92672, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide peninsula shuttle branding ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services' or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be cco performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. !�816i7�il»►l`�riL�I�it�Z�i�P611JINi_1!ki 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Thirty Eight Thousand Two Hundred Forty Dollars and 00/100 ($38,240.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. RSM Design Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Suzanne Schwartz to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department, Planning Division. City's Deputy Community Development Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work RSM Design Page 3 conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are RSM Design Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting RSM Design Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. RSM Design Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period 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 and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. RSM Design Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Brenda Wisneski, Deputy Community Development Director Community Development Department, Planning Division City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Suzanne Schwartz RSM Design 160 Avenida Cabrillo San Clemente, CA 92672 RSM Design Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. RSM Design Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. 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 the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] RSM Design Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: IZ zz t S� By: Aaron C. Harp AA^^J (V01 -k6 City Attorney ATTEST: 1I 0-11 Date: . �tm'111winip City Clerk CITY OF NEWPORT BEACH, a California municipal corporation By: yuw r v Iv® r-- i b rly Brandt ICP Co munity Dev cpment Director CONSULTANT: RSM Design, Inc., a California Frporatiorg Date: PI By: Suzanne Schwartz President Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements RSM Design Page 11 EXHIBIT A SCOPE OF SERVICES RSM Design Page A-1 SIGNAGE & GRAPHICS SCOPE Project Branding: • Balboa Peninsula Shuttle Vision Workshop with BVAC • Balboa Peninsula Shuttle naming options • Balboa Peninsula Shuttle logo design - type and brand mark • Balboa Peninsula Shuttle Banding Kit - Marketing and Outreach Materials o Promotional Email Template o Promotional Coming Soon Flyer Template o Website Splash Page Shuttle Design and Signage: • Branded Shuttle Graphics • Shuttle Stop Signage - Pole Mounted (adaptable to existing stop poles) • Shuttle Stop Signage at 3 new locations (prototypical - messaging by other) o Hoag Lower Lot o Newport & 23rd o Newport & 28th SCOPE & SERVICES NOT INCLUDED RSM Design services, unless specified under Signage & Graphics Scope, do not include: Logo and name trademark searches; Logo standards manual Directory maps, tenant listings Vehicular directional locations, programming, and messages RSM Design will not be responsible for the management of the signage fabricator or the fabrication schedule and deliverables, which includes the scheduling of submittals, shop drawing coordination and installation dates. (However, if RSM Design is authorized to provide Fabrication Observation services, we will include the review of shop drawings, fabrication materials and mock ups as indicated in the fabrication observation phase description) Sign engineering, structural requirements, backing, foundations, venting, electrical, lighting, and waterproofing requirements, engineering, and specifications; Development of shop drawings for fabrication and construction; General outline, specifications in formats, or arrangements, other then the 11" x 17" format provided Final programming and message schedule for signs (client review and sign off necessary) Design, programming, and locations of site and parking regulatory signs (stop, yield, mph, handicap, ped crossing, etc.) 3D renderings of signs to be placed in overall project renderings (3D drawings if generated by RSM will be used for design purposes only, not for final renderings; "Highly Rendered / Presentation Quality" renderings of signs and the integration of these into presentation architectural or site renderings provided by others are not included) Electronic files in formats other than Adobe Illustrator CC and Adobe PDF Final mural, advertising, or large scale graphics design and detailing (beyond concepts); Specialty environmental graphics development beyond concepts WORK PHASES / DELIVERABLES The signage scope outlined above will involve the following design phases and deliverables. PHASE I: PROJECT VISION AND BRANDING Design Workshop & Project Visioning Preparation Data Collection, Analysis and Research RSM Design will research the project context and community to understand the specific nature and unique characteristics of the project and its location. This may include investigations into items such as area demographic and target audience, site context style and character, and local sign restrictions and requirements, to name a few. In addition to this research, the team at RSM Design will: • Collect all relevant site information and drawings from the project team or client including: - Regional or local sign codes (requested from and provided by client) - Calls and outreach to selected City Staff - Written outline of project approach and objectives - Selected trolley style including technical specifications and drawings - Conduct emailed Google poll to selected group (list and email distributed by city staff) • Obtain and review with the client the project budget, construction phases, and time schedules • Review preliminary end existing brand updates and/or objectives with the project team and client to establish signage and graphics design directions and ensure compatibility with existing crest and vision statement. Design Workshop & Project Visioning To kick off the signage and graphics design, a project reconnaissance meeting and design workshop will be held at the City of Newport Beach or preferred BVAC location. This workshop will enable the team at RSM Design to present initial vision, thoughts, and conceptual ideas and understand the design direction developed by team - working in concert with BVAC, and City Staff to ensure the highest level of design continuity, integration, and quality. The intended goal of the design workshop will be to discuss initial approaches and visioning, present any initial concept graphics work, and establish the initial concept graphics direction. Deliverables • Summary of Google poll translated using info -graphics into a community remarks summary • Interactive workshop presentation material which may include the following: image boards, mapping exercise, image and color association activities • Summary of workshops activity findings into shuttle brand vision and voice document Project Branding Project Naming Options Based on RSM Design's research about the project, we will develop naming options relevant to the Balboa Village and Peninsula region, target audience, and vision statement. We will then compose a list of up to ten (10) naming options for the Shuttle program. We will also prepare our list of preferred top three (3) naming options. Up to one (1) round of revisions is included in the fee. Logo Design RSM Design will develop an original and memorable logotype and/or brand mark for the project. The logo will be an integral part of project vision and will capture the essence of the Peninsula vibe and overall character, uniquely identifying and branding the project. The final logo will be incorporated into the route stop signage and the overall branding package. RSM Design will develop up to ten (10) original logo design directions, with one (1) round of revisions included in this fee. Please note, after the initial presentation of logos, and the client's selection of a single logo direction to pursue, the further refinement will be based on this chosen direction. Should the client "change course" in the logo development and RSM Design is to pursue new logo studies after the initial direction has been established, then additional fees will apply. These logo options will be reviewed by the client for feedback prior to the final development and documentation of the logo package. Deliverables • Project naming options • Concept logo development • Presentation and refinement with targeted selection team Schedule RSM Design respectfully requests an estimated 4-6 weeks for the completion of the Phase I, Vision and Branding package after written authorization to proceed and mobilization is received from the client. RSM Design shall not be responsible for delays outside of RSM Design's control. PHASE II: CONCEPT DESIGN/SCHEMATIC DESIGN PHASE 11 PART A: CONCEPT DESIGN Based on the research and the design workshop and written approval of the Shuttle name and logo mark, RSM Design will develop concept design directions and initial project design palettes for the specific elements listed in the above scope of services. Using photographic images, unique references, and hand or computer generated design sketches, this concept package will communicate the character and feeling of the graphics and route stop signage. The intent of the presentation is to assist the project team to understand and approve the scope of services for the route signage and wayfinding for further development within the subsequent phases of work. During this Phase, RSM Design will work with the city to advise on the selection of a shuttle type to begin conceptually preparing look and application of branded shuttle design. Deliverables • Conceptual narratives, images, and photographs that capture the essence of the project and reinforce the project vision - reference and character pages that convey the vision approaches to the project • Preliminary location plans based on route stops established • A maximum of two (2) different concept design directions will be developed with up to one (1) revision - these will include original design directions for the character and design approaches to the specific signs outlined in the scope. Major signs will be designed to convey the design intent of each of the two schemes. Not every sign will be designed at this concept stage • Coordination with City Staff on selection of Shuttle provider (type of shuttle to be used) • Concept deliverables will be compiled into a PDF presentation Schedule RSM Design respectfully requests an estimated 4 weeks for the completion of the concept design package after written notice to proceed and approval of selected logo and name is received. RSM Design shall not be responsible for delays outside of RSM Design's control. PHASE II PART 8: SCHEMATIC DESIGN After the completion of Phase II and the client's written approval of the concept design package, along with their authorization to proceed, RSM Design will develop a single graphic design scheme based on the selected concept direction and develop a schematic presentation of the relevant graphic elements and strategies for their solutions. The schematic development will include more developed drawings of all of the scope items. During this phase RSM Design will prepare schematic designs showing the various sign types, shapes, sizes and recommended materials, colors and finishes for review of design directions. Illustrations and elevations will be included to convey the schematic development clearly. Using the provided site and architectural plans, the schematic locations of all major signs will be indicated. During the schematic design phase, RSM Design will coordinate closely with the project design team and consultants on specific sign locations, electrical location needs, and signs that require backing. RSM Design will be responsible for presenting a formal presentation to the client for overall design approval. Deliverables • Schematic design computer-generated drawing for each sign type outlined in the scope of services. These drawings will include sign form, overall dimensions, major material call outs, typeface recommendations, and color selections. A single direction of each design is presented, having been selected from the multiple options presented in concepts • A further refined location plan for coordination with other consultants • Schematic design deliverables will be compiled into a PDF presentation Schedule RSM Design respectfully requests an estimated 4 weeks for the completion of the schematic design package after written authorization to proceed from concepts is received from the client. RSM Design shall not be responsible for delays outside of RSM Design's control. PHASE III: DESIGN DEVELOPMENT/DESIGN INTENT After the completion of Phase II and the client's written approval of the schematic design package, along with their authorization to proceed, RSM Design will address any client comments in the design development / design intent phase. This phase will include close coordination of the proposed signage with the project consultant team to ensure that items such as lighting, electrical, and backing locations are met. The drawings will address preliminary design intent and production design and include the following: • Revised designs of approved signage direction; begin design intent bid set of drawings for all sign types showing dimensions, materials, paints, etc. • Finalized sign locations as coordinated with the project consultant team and approved by the client • Sign color, font, and material schedules • Development of general outline specifications The information contained in the final design development / design intent package will be suitable for pricing and bidding by qualified signage fabricators, as well as the creation of shop drawings by the selected sign fabricator. The final package will show clearly the design aesthetic intent of all signs (conveying the intended design as seen from the exterior of the signs), but does NOT include full detailing of internal structure, engineering, foundations details, lighting specifications, venting, backing, attachments, etc. and is not intended for construction, but contains enough information for a fabricator to produce shop drawings. Please note that the design intent drawings in this final package are not for construction and as typical in the sign industry, the selected sign fabricator acts as the contractor for the signs and is to generate the final shop drawings for the actual production and fabrication of the signs. The selected sign fabricator is responsible for coordinating with local codes or requirements, sign engineering, structural requirements and coordination electrical, backing, venting, waterproofing, and all attachment methods. The drawings generated by RSM Design will show the visible design intent of each sign but will not address all internal structure and its coordination, backing and attachment methods, electrical, waterproofing, venting items, etc. - these will be the responsibility of the selected sign fabricator to work through these details in the shop drawing and fabrication phase. Deliverables • Final design development / design intent computer-generated drawings for each sign type outlined in the scope of services. These drawings will include sign form, dimensions, material call outs, type layouts, and color call outs; all necessary sign views will be included to convey the design intent • Finalized sign location plans as coordinated with the project consultant team and approved by the client • General outline specifications • The final deliverables will be compiled into a PDF presentation Schedule RSM Design respectfully requests an estimated 4 to 6 weeks for the completion of the design development package after written authorization to proceed from schematics is received from the client. RSM Design shall not be responsible for delays outside of RSM Design's control. PHASE IV: BIDDING ASSITANCE Based on the approved design intent package, RSM Design will assist the client in the signage fabrication bidding process. RSM Design will provide a recommended list of three (3) qualified signage fabricator prospects to produce shop drawings, fabrication, and installation of the proposed signage and graphics As requested by the client, RSM Design will review any submitted qualification materials and interview, along with the client team, a selected short list of qualified fabricators. During this process, RSM Design will answer any Bid Questions received in writing in order to clarify any questions about the design intent. Upon receipt of all written bid packages, RSM Design will prepare a comparative spreadsheet to provide a comparison of the bids. RSM Design will provide their recommendation based on the fabricator's qualifications, past fabrication history, and submitted bid package, but the owner or general contractor will be responsible for the final selection and contracting of a signage contractor. The owner or general contractor will contract directly with the selected sign fabricator. Meetings RSM Design will be available for meetings as needed to assist in the bidding process. Because the number of meetings cannot be determined at this early stage, each meeting will be billed separately on an hourly basis as defined in this proposal. PHASE V: FABRICATION OBSERVATION The general contractor or client is responsible for coordinating the signage and graphics project fabrication and implementation schedule with the selected sign fabricator Shop Drawing Review RSM Design will review and redline all shop fabrication drawings received within ten (10) business days of receipt. The drawings will be reviewed for compliance with the original design intent, colors, materials, and general compliance with the general specifications. RSM Design will also review and comment on all submitted material samples. RSM Design will not be responsible for shop drawings compliance with and will not review for local codes, structural integrity, nor items such as engineering and design of electrical, waterproofing, venting, material strengths, etc. associated with the signs. RSM Design's submitted design intent package is for overall design aesthetics only - the selected signage fabricator ultimately acts as the contractor for the signs and will be responsible for the sign's engineering, structure, foundations, venting, waterproofing, electrical, etc. RSM Design's review of the submitted fabrication shop drawings will be for compliance with the original aesthetic design intent only. The client team or general contractor will be responsible for final sign off of all shop drawings and message schedules. Fabrication and Installation Observation Along with the client team, RSM Design will participate in shop visits on an as needed basis to review signage mock-ups and fabrication progress to comment on the fabricator's compliance with the design documents and general specifications. Similarly, site visits during the installation process will observe and report on the progress and compliance with the design intent. When the fabrication and installation is complete RSM Design will prepare a written and photographic punch -list of all signage and graphics from the scope to ensure compliance with the original design intent and general specifications. SIGNAGE & GRAPHICS COORDINATION RSM Design will make reasonable effort to effectively coordinate the signage and graphics designs and locations with the project consultant team (architects, landscape architects, interior designers, civil engineers, lighting designers). RSM Design cannot be held responsible for the review of and approval of the different consultant's documents for their correct and thorough integration of the signage and graphics. RSM Design will not assume management responsibilities or be the lead in directing this coordination of the other disciplines. SELECTION OF SIGN FABRICATOR RSM Design will prepare a list of qualified sign fabricators and submit this list to the project team for their use in the bidding and fabricator selection process. The estimated fees for fabrication and installation observation in this proposal are based on the assumption that a qualified fabricator with a proven track record on this type of project will be selected. If an unqualified sign fabricator is selected and proves problematic to work with or requires extensive coordination efforts, RSM Design reserves the right to charge additional fees as warranted for more coordination time the fabricator may require. MEETINGS A principal's or senior designer's professional time for four (4) meetings with the project team at the project site or architect's office are included in this proposal. All meeting and travel expenses are billed separately as a reimbursable expense. If more than one RSM Design employee attends a meeting, each attendee will count against the total allocation of meetings included in the contract or charged separately per person per meeting. All internet-based meetings and conference calls as needed for coordination are included in this proposal's fee. Additional on-site meetings at the request of the client will be considered an additional service and billed at the hourly rates listed below. EXHIBIT B SCHEDULE OF BILLING RATES RSM Design Page B-1 PART 2 - COMPENSATION PROPOSAL SECTION COST FEE PPOPOSAL 1 Vision and Branding (approx 4 - 6 weeks) • 2 Concept Design/Schematic Design (approx 6 - 8 weeks) 3 Design Development/Design Intent (approx 4 - 6 weeks) • 4 Bidding 5 Fabrication Observation TOTAL HOURS - EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. RSM Design Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this RSM Design Page C-2 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. RSM Design Page C-3 H. Consultant's Insurance. Consultant shall also procure and own cost and expense, any additional kinds of insurance, judgment may be necessary for its proper protection and the Work. maintain, at its rhich in its own prosecution of RSM Design Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 1/6/17 Dept./Contact Received From: Terresa Date Completed: 1/6/17 Sent to: Terresa By: Alicia Company/Person required to have certificate: RSM Design Type of contract: I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: RLI Insurance Co B. AM BEST RATING (A-: VII or greater): A+: XI C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2M/4M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No IL AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: RLI Insurance Co B. C. D. E. F. AM BEST RATING (A-: VII or greater) A+: XI ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) PRIMARY & NON-CONTRIBUTORY WORDING (For Waste N/A ® Yes ❑ No Haulers only): ® N/A ❑ Yes G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A [IYes H. NOTICE OF CANCELLATION: ❑ N/A ® Yes III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: Travelers Indemnity Co. of America B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): ❑ Yes ® No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1 M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY EFF: 7/1/16-7/1/17 CARRIER: RLI Insurance Co Rating: A+: XI Admitted LIMIT: 2M/2M ® N/A ❑ Yes []No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 1/6/ Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to WC carrier being non -admitted Sheri Approved 1/4/17 Approved: Risk Management * Subject to the terms of the contract. Date