HomeMy WebLinkAboutCO 2025-072 - Perkins Eastman Architects DPCDocusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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AGREEMENT FOR
DESIGN PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 18th day of June,
2025, by and between the City of Rancho Cucamonga, a municipal corporation
(“City”) and Perkins Eastman Architects DPC, a California Corporation
(“Consultant”).
RECITALS
A. City has heretofore issued its request for proposals to perform the
following design professional services: On-Call Urban Design Services (“the Project”).
B. Consultant has submitted a proposal to perform the professional services
described in Recital “A”, above, necessary to complete the Project.
C. City desires to engage Consultant to complete the Project in the manner
set forth and more fully described herein.
D. Consultant represents that it is fully qualified and licensed under the laws
of the State of California to perform the services contemplated by this Agreement in a
good and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the
mutual promises, covenants, and conditions herein contained, the parties hereto agree as
follows:
1. Consultant’s Services.
1.1 Scope and Level of Services. Subject to the terms and conditions
set forth in this Agreement, City hereby engages Consultant to perform all technical and
design professional services described in Recitals “A” and “B” above, including, but not
limited to consultant services for Urban Design Services, all as more fully set forth in the
Consultant’s proposal, dated April 3, 2025 and entitled “Scope of Work”, attached hereto
as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the
services required to be performed by Consultant are set forth in the Scope of Work and
are referred to herein as “the Services.” In the event of any inconsistencies between the
Scope of Work and this Agreement, the terms and provisions of this Agreement shall
control.
1.2 Revisions to Scope of Work. Upon request of the City, the
Consultant will promptly meet with City staff to discuss any revisions to the Project
desired by the City. Consultant agrees that the Scope of Work may be amended based
upon said meetings, and, by amendment to this Agreement, the parties may agree on a
City of Rancho Cucamonga
CONTRACT NUMBER
2025-072
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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revision or revisions to Consultant’s compensation based thereon. A revision pursuant to
this Section that does not increase the total cost payable to Consultant by more than ten
percent (10%) of the total compensation specified in Section 3, may be approved in
writing by City’s City Manager without amendment.
1.3 Time for Performance. Consultant shall perform all services under
this Agreement in a timely, regular basis consistent with industry standards for
professional skill and care, and in accordance with any schedule of performance set forth
in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is
attached hereto as Exhibit “B”.
1.4 Standard of Care. As a material inducement to City to enter into
this Agreement, Consultant hereby represents that it has the experience necessary to
undertake the services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in performing
the Services.
1.5 Familiarity with Services. By executing this Agreement,
Consultant represents that, to the extent required by the standard of practice, Consultant
(a) has investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. Consultant represents that Consultant, to the extent required by the standard
of practice, has investigated any areas of work, as applicable, and is reasonably
acquainted with the conditions therein. Should Consultant discover any latent or
unknown conditions, which will materially affect the performance of services, Consultant
shall immediately inform City of such fact and shall not proceed except at Consultant’s
risk until written instructions are received from the City Representative.
2. Term of Agreement. The term of this Agreement shall be three (3) years
and shall become effective as of the date of the mutual execution by way of both parties’
signature (the “Effective Date”). No work shall be conducted; service or goods will not
be provided until this Agreement has been executed and requirements have been
fulfilled.
Parties to this Agreement shall have the option to renew in one (1) year
increments for two (2) additional years, up to a total of 5 years, unless sooner terminated
as provided in Section 14 herein. Options to renew are contingent upon the City
Manager’s approval, subject to pricing review, and in accordance to all Terms and
Conditions stated herein unless otherwise provided in writing by the City.
3. Compensation.
3.1 Compensation. City shall compensate Consultant as set forth in
Exhibit A, provided, however, that full, total and complete amount payable to Consultant
shall not exceed $500,000 (per year), including all out of pocket expenses, unless
additional compensation is approved by the City Council. City shall not withhold any
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Last Revised: 01/11/2018
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federal, state or other taxes, or other deductions. However, City shall withhold not more
than ten percent (10%) of any invoice amount pending receipt of any deliverables
reflected in such invoice. Under no circumstance shall Consultant be entitled to
compensation for services not yet satisfactorily performed.
The parties further agree that compensation may be adjusted in accordance
with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall
compensate Consultant for any authorized extra services as set forth in Exhibit A.
4. Method of Payment.
4.1 Invoices. Consultant shall submit to City monthly invoices for the
Services performed pursuant to this Agreement. The invoices shall describe in detail the
Services rendered during the period and shall separately describe any authorized extra
services. Any invoice claiming compensation for extra services shall include appropriate
documentation of prior authorization of such services. All invoices shall be remitted to
the City of Rancho Cucamonga, California.
4.2 City shall review such invoices and notify Consultant in writing
within ten (10) business days of any disputed amounts.
4.3 City shall pay all undisputed portions of the invoice within thirty
(30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in
Section 3.
4.4 All records, invoices, time cards, cost control sheets and other
records maintained by Consultant relating to services hereunder shall be available for
review and audit by the City.
5. Representatives.
5.1 City Representative. For the purposes of this Agreement, the
contract administrator and City’s representative shall be Jennifer Nakamura, or such other
person as designated in writing by the City (“City Representative”). It shall be
Consultant’s responsibility to assure that the City Representative is kept informed of the
progress of the performance of the services, and Consultant shall refer any decisions that
must be made by City to the City Representative. Unless otherwise specified herein, any
approval of City required hereunder shall mean the approval of the City Representative.
5.2 Consultant Representative. For the purposes of this Agreement,
Nathan Cherry is hereby designated as the principal and representative of Consultant
authorized to act in its behalf with respect to the services specified herein and make all
decisions in connection therewith (“Consultant’s Representative”). It is expressly
understood that the experience, knowledge, capability and reputation of the Consultant’s
Representative were a substantial inducement for City to enter into this Agreement.
Therefore, the Consultant’s Representative shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
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personally supervise the services hereunder. Consultant may not change the Responsible
Principal without the prior written approval of City.
6. Consultant’s Personnel.
6.1 All Services shall be performed by Consultant or under
Consultant’s direct supervision, and all personnel shall possess the qualifications,
permits, and licenses required by State and local law to perform such Services, including,
without limitation, a City business license as required by the City’s Municipal Code.
6.2 Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and compliance with
the standard of care set forth in Section 1.4.
6.3 Consultant shall be responsible for payment of all employees’ and
subcontractors’ wages and benefits, and shall comply with all requirements pertaining to
employer’s liability, workers’ compensation, unemployment insurance, and Social
Security. By its execution of this Agreement, Consultant certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to
be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4 Consultant shall indemnify, defend and hold harmless City and its
elected officials, officers and employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from Consultant’s
violations of personnel practices and/or any violation of the California Labor Code. City
shall have the right to offset against the amount of any fees due to Consultant under this
Agreement any amount due to City from Consultant as a result of Consultant’s failure to
promptly pay to City any reimbursement or indemnification arising under this Section 6.
7. Ownership of Work Product.
7.1 Ownership. All documents, ideas, concepts, electronic files,
drawings, photographs and any and all other writings, including drafts thereof, prepared,
created or provided by Consultant in the course of performing the Services, including any
and all intellectual and proprietary rights arising from the creation of the same
(collectively, “Work Product”), are considered to be “works made for hire” for the
benefit of the City. Upon payment being made, and provided Consultant is not in breach
of this Agreement, all Work Product shall be and remain the property of City without
restriction or limitation upon its use or dissemination by City. Basic survey notes,
sketches, charts, computations and similar data prepared or obtained by Consultant under
this Agreement shall, upon request, be made available to City. None of the Work Product
shall be the subject of any common law or statutory copyright or copyright application by
Consultant. In the event of the return of any of the Work Product to Consultant or its
representative, Consultant shall be responsible for its safe return to City. Under no
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
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circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings,
reports or specifications to City upon written demand by City for their delivery,
notwithstanding any disputes between Consultant and City concerning payment,
performance of the contract, or otherwise. This covenant shall survive the termination of
this Agreement. City’s reuse of the Work Product for any purpose other than the Project,
shall be at City’s sole risk.
7.2. Assignment of Intellectual Property Interests: Upon execution of
this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above,
the Consultant shall be deemed to grant and assign to City, and shall require all of its
subcontractors to assign to City, all ownership rights, and all common law and statutory
copyrights, trademarks, and other intellectual and proprietary property rights relating to
the Work Product and the Project itself, and Consultant shall disclaim and retain no rights
whatsoever as to any of the Work Product, to the maximum extent permitted by law.
City shall be entitled to utilize the Work Product for any and all purposes, including but
not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding
and publicizing the Project or any aspect of the Project.
7.3 Title to Intellectual Property. Consultant warrants and represents
that it has secured all necessary licenses, consents or approvals to use any
instrumentality, thing or component as to which any intellectual property right exists,
including computer software, used in the rendering of the Services and the production of
the Work Product and/or materials produced under this Agreement, and that City has full
legal title to and the right to reproduce any of the Work Product. Consultant shall defend,
indemnify and hold City, and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as independent contractors in the
role of City officials, harmless from any loss, claim or liability in any way related to a
claim that City’s use is violating federal, state or local laws, or any contractual
provisions, relating to trade names, licenses, franchises, patents or other means of
protecting intellectual property rights and/or interests in products or inventions.
Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret
or trademarked documents, materials, software, equipment, devices or processes used or
incorporated in the Services and materials produced under this Agreement. In the event
City’s use of any of the Work Product is held to constitute an infringement and any use
thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to
continue using the Work Product by suspension of any injunction or by procuring a
license or licenses for City; or (b) modify the Work Product so that it becomes non-
infringing. This covenant shall survive the termination of this Agreement.
8. Status as Independent Contractor. Consultant is, and shall at all times
remain as to City, a wholly independent contractor. Consultant shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of
City. Neither City nor any of its agents shall have control over the conduct of Consultant
or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall
not, at any time, or in any manner, represent that it or any of its officers, agents or
employees are in any manner employees of City. Consultant shall pay all required taxes
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
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PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold
City harmless from any and all taxes, assessments, penalties, and interest asserted against
City by reason of the independent contractor relationship created by this Agreement.
Consultant shall fully comply with the workers’ compensation law regarding Consultant
and Consultant’s employees.
9. Confidentiality. Consultant may have access to financial, accounting,
statistical, and personnel data of individuals and City employees. Consultant covenants
that all data, documents, discussion, or other information developed or received by
Consultant or provided for performance of this Agreement are confidential and shall not
be disclosed by Consultant without prior written authorization by City. City shall grant
such authorization if applicable law requires disclosure. All City data shall be returned to
City upon the termination of this Agreement. Consultant’s covenant under this Section
shall survive the termination of this Agreement. This provision shall not apply to
information in whatever form that is in the public domain, nor shall it restrict the
Consultant from giving notices required by law or complying with an order to provide
information or data when such an order is issued by a court, administrative agency or
other legitimate authority, or if disclosure is otherwise permitted by law and reasonably
necessary for the Consultant to defend itself from any legal action or claim.
10. Conflict of Interest.
10.1 Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Consultant further
covenants that, in performance of this Agreement, no person having any such interest
shall be employed by it. Furthermore, Consultant shall avoid the appearance of having
any interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant “financially interested” (as provided
in California Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
10.2 Consultant further represents that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for Consultant,
to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person
or entity, other than a bona fide employee working exclusively for Consultant, any fee,
commission, gift, percentage, or any other consideration contingent upon the execution of
this Agreement. Upon any breach or violation of this warranty, City shall have the right,
at its sole and absolute discretion, to terminate this Agreement without further liability, or
to deduct from any sums payable to Consultant hereunder the full amount or value of any
such fee, commission, percentage or gift.
10.3 Consultant has no knowledge that any officer or employee of City
has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise,
in this transaction or in the business of Consultant, and that if any such interest comes to
the knowledge of Consultant at any time during the term of this Agreement, Consultant
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
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PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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shall immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited “conflict of interest” under applicable
laws as described in subsection 10.1.
11. Indemnification.
11.1 Design Professional Services. To the fullest extent permitted by
law, the Consultant shall, at its sole cost and expense, indemnify, defend, and hold
harmless the City, its elected officials, officers, attorneys, agents, employees, designated
volunteers, successors, assigns and those City agents serving as independent contractors
in the role of City officials (collectively “Indemnitees” in this Section 11.0), from and
against any and all damages, costs, expenses, liabilities, claims, demands, causes of
action, proceedings, judgments, penalties, liens, stop notices, and losses of any nature
whatsoever, including fees of accountants and other professionals, and all costs
associated therewith, and reimbursement of attorneys’ fees and costs of defense
(collectively “Claims”), whether actual, alleged or threatened, to the extent arising out of,
pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful
misconduct of the Consultant, and/or its officers, agents, servants, employees,
subcontractors, contractors or their officers, agents, servants or employees (or any entity
or individual for which or whom the Consultant shall bear legal liability) in the
performance of design professional services under this Agreement by a “design
professional,” as the term is defined in California Civil Code § 2782.8(c). The
indemnification obligation herein shall not in any way be limited by the insurance
obligations contained in this Agreement. Notwithstanding the foregoing and as required
by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is
charged to Consultant exceed Consultant’s proportionate percentage of fault.
11.2 Other Indemnities. With respect to claims and liabilities which do
not arise in connection with the performance of professional services by a “design
professional”, as that term is defined in California Civil Code Section 2782.8(c),
including, but not limited to, those claims and liabilities normally covered by commercial
general and/or automobile liability insurance, and to the maximum extent permitted by
law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and
indemnify the Indemnitees from and against any and all damages, costs, expenses,
liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens,
stop notices, and losses of any nature whatsoever, including fees of accountants,
attorneys and other professionals, and all costs associated therewith, and the payment of
all consequential damages (collectively “Damages”), in law or equity, whether actual,
alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of
Consultant, its officers, agents, servants, employees, subcontractors, materialmen,
suppliers, or contractors, or their officers, agents, servants or employees (or any entity or
individual for which or whom Consultant shall bear legal liability) in the performance of
this Agreement, except to the extent the Damages arise from the active or sole negligence
or willful misconduct of any of the Indemnitees, as determined by final arbitration or
court decision or by the agreement of the Parties. Consultant shall defend the
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Indemnitees in any action or actions filed in connection with any Damages with counsel
of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’
fees and experts’ costs as they are actually incurred in connection with such defense.
Consultant shall reimburse the Indemnitees for any and all legal expenses and costs
incurred by the Indemnitees in connection therewith. The indemnification obligation
herein shall not in any way be limited by the insurance obligations contained in this
Agreement.
. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that
they may possess against Consultant because of the acceptance by City, or the deposit
with City, of any insurance policy or certificate required pursuant to this Agreement.
11.4 Waiver of Right of Subrogation. Except as otherwise expressly
provided in this Agreement, Consultant, on behalf of itself and all parties claiming under
or through it, hereby waives all rights of subrogation against the Indemnitees, while
acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to activities or operations performed by or on behalf of the Consultant.
11.5 Survival. The provisions of this Section 11 shall survive the
termination of the Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition precedent to
an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment
against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under
this indemnity provision.
12. Insurance.
12.1 Liability Insurance. Consultant shall procure and maintain in full
force and effect for the duration of this Agreement, insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Consultant, and/or its agents, representatives,
employees and subcontractors.
12.2 Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed.
1/87) covering Automobile Liability, code 1 (any auto).
(3) Worker’s Compensation insurance as required by the State
of California, and Employer’s Liability Insurance.
(4) Professional Liability insurance in a form approved by the
City, having an extended reporting period of not less than
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less than:
three (3) years after completion of the Services which shall
provide protection against claims of professional
negligence arising out of Consultant’s performance of the
Services and otherwise complying with all applicable
provisions of this Section 12. The policy shall be
endorsed to include contractual liability to the extent
insurable.
12.3 Minimum Limits of Insurance. Consultant shall maintain limits no
(1) Commercial General Liability: $2,000,000 per occurrence
for bodily injury, personal injury and property damage.
Commercial General Liability Insurance with a general
aggregate limit shall apply separately to this Agreement or
the general limit shall be twice the required occurrence
limit.
(2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage.
(3) Employer’s Liability: $1,000,000 per accident and in the
aggregate for bodily injury or disease and Workers’
Compensation Insurance in the amount required by law.
(4) Professional Liability: $1,000,000 per claim/aggregate.
(5) The Insurance obligations under this agreement shall be the
greater of (i) the Insurance coverages and limits carried by
the Contractor; or (ii) the minimum insurance requirements
shown in this Agreement. Any insurance proceeds in
excess of the specified limits and coverage required which
are applicable to a given loss, shall be available to the City.
No representation is made that the minimum insurance
requirements of this Agreement are sufficient to cover the
obligations of the Contractor under this Agreement.
12.4 Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City and shall not reduce the
limits of coverage. City reserves the right to obtain a full certified copy of any required
insurance policy and endorsements.
12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability
policies are to contain the following provisions on a
separate additionally insured endorsement naming the City,
its officers, officials, employees, designated volunteers and
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agents serving as independent contractors in the role of
City officials as additional insureds as respects: liability
arising out of activities performed by or on behalf of
Consultant; products and completed operations of
Consultant; premises owned, occupied or used by
Consultant; and/or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no
limitations on the scope of protection afforded to City, its
officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of
City officials which are not also limitations applicable to
the named insured.
(2) For any claims related to this Agreement, Consultant’s
insurance coverage shall be primary insurance as respects
City, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in
the role of City or officials. Any insurance or self-
insurance maintained by City, its officers, officials,
employees, designated volunteers or agents serving as
independent contractors in the role of City officials shall be
excess of Consultant’s insurance and shall not contribute
with it.
(3) Consultant’s insurance shall apply separately to each
insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer’s liability.
(4) Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled except
after 30 days prior written notice by first class mail has
been given to City (ten (10) days prior written notice for
non-payment of premium). Consultant shall provide thirty
(30) days written notice to City prior to implementation of
a reduction of limits or material change of insurance
coverage as specified herein.
(5) Each insurance policy, required by this clause shall
expressly waive the insurer’s right of subrogation against
City and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as
independent contractors in the role of City officials.
(6) Each policy shall be issued by an insurance company
approved in writing by City, which is admitted and licensed
to do business in the State of California and which is rated
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A:VII or better according to the most recent A.M. Best Co.
Rating Guide.
(7) Each policy shall specify that any failure to comply with
reporting or other provisions of the required policy, including
breaches of warranty, shall not affect the coverage required
to be provided.
(8) Each policy shall specify that any and all costs of adjusting
and/or defending any claim against any insured, including
court costs and attorneys' fees, shall be paid in addition to
and shall not deplete any policy limits.
(9) Contractor shall provide any and all other required insurance,
endorsements, or exclusions as required by the City in any
request for proposals applicable to this Agreement.
12.6 Evidence of coverage. Prior to commencing performance under this
Agreement, the Consultant shall furnish the City with certificates and original
endorsements, or copies of each required policy, effecting and evidencing the insurance
coverage required by this Agreement including (1) Additional Insured Endorsement(s),
(2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability
declarations or endorsement page listing all policy endorsements. The endorsements
shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf.
All endorsements or policies shall be received and approved by the City before
Consultant commences performance. If performance of this Agreement shall extend
beyond one year, Consultant shall provide City with the required policies or
endorsements evidencing renewal of the required policies of insurance prior to the
expiration of any required policies of insurance.
12.7 Contractor agrees to include in all contracts with all subcontractors
performing work pursuant to this Agreement, the same requirements and provisions of
this Agreement including the indemnity and insurance requirements to the extent they
apply to the scope of any such subcontractor’s work. Contractor shall require its
subcontractors to be bound to Contractor and City in the same manner and to the same
extent as Contractor is bound to City pursuant to this Agreement, and to require each of
its subcontractors to include these same provisions in its contract with any sub-
subcontractor.
13. Cooperation. In the event any claim or action is brought against City
relating to Consultant’s performance or services rendered under this Agreement,
Consultant shall render any reasonable assistance and cooperation that City might
require. City shall compensate Consultant for any litigation support services in an
amount to be agreed upon by the parties.
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
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14. Termination. City shall have the right to terminate this Agreement at any
time for any or no reason on not less than ten (10) days prior written notice to
Consultant. In the event City exercises its right to terminate this Agreement, City shall
pay Consultant for any services satisfactorily rendered prior to the effective date of the
termination, provided Consultant is not then in breach of this Agreement. Consultant
shall have no other claim against City by reason of such termination, including any claim
for compensation. City may terminate for cause following a default remaining uncured
more than five (5) business days after service of a notice to cure on the breaching party.
Consultant may terminate this Agreement for cause upon giving the City ten (10)
business days prior written notice for any of the following: (1) uncured breach by the
City of any material term of this Agreement, including but not limited to Payment
Terms; (2) material changes in the conditions under which this Agreement was entered
into, coupled with the failure of the parties to reach accord on the fees and charges for
any Additional Services required because of such changes.
15. Notices. Any notices, bills, invoices, or reports authorized or required by
this Agreement shall be in writing and shall be deemed received on (a) the day of
delivery if delivered by hand or overnight courier service during Consultant’s and City’s
regular business hours; or (b) on the third business day following deposit in the United
States mail, postage prepaid, to the addresses set forth in this Section, or to such other
addresses as the parties may, from time to time, designate in writing pursuant to the
provisions of this Section.
All notices shall be addressed as follows:
If to City: Jennifer Nakamura, Planning Director
City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
If to Consultant: Nathan Cherry FAIA AICP PMP, Principal
Perkins Eastman Architects DPC
700 South Flower Street, Suite 1150
Los Angeles, CA 90017
16. Non-Discrimination and Equal Employment Opportunity. In the
performance of this Agreement, Consultant shall not discriminate against any employee,
subcontractor, or applicant for employment because of race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation. Consultant will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, religion, sex, marital status,
national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation.
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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17. Assignment and Subcontracting. Consultant shall not assign or transfer
any interest in this Agreement or subcontract the performance of any of Consultant’s
obligations hereunder without City’s prior written consent. Except as provided herein,
any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or
obligations arising hereunder shall be null, void and of no effect.
18 Compliance with Laws. Consultant shall comply with all applicable
federal, state and local laws, ordinances, codes and regulations in force at the time
Consultant performs the Services. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the
payment of prevailing wage rates and the performance of other requirements on “public
works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply
with such Prevailing Wage Laws. The applicable prevailing wage rate determinations
can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm
Consultant shall make copies of the prevailing rates of per diem wages for each craft,
classification or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at the Consultant’s principal place of business
and at the Project site. Consultant shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Consultant constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Consultant, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
20. Attorney’s Fees. In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover
its costs of suit, including reasonable attorney’s fees and costs of experts.
21. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall
prevail.
22. Applicable Law and Venue. The validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the laws of the
State of California. Venue for any action relating to this Agreement shall be in the San
Bernardino County Superior Court.
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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5/29/
23. Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement
shall not be resolved by any rules of interpretation providing for interpretation against the
party who causes the uncertainty to exist or against the party who drafted the Agreement
or who drafted that portion of the Agreement.
24. Entire Agreement. This Agreement consists of this document, and any
other documents, attachments and/or exhibits referenced herein and attached hereto, each
of which is incorporated herein by such reference, and the same represents the entire and
integrated agreement between Consultant and City. This Agreement supersedes all prior
oral or written negotiations, representations or agreements. This Agreement may not be
amended, nor any provision or breach hereof waived, except in a writing signed by the
parties which expressly refers to this Agreement.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
Consultant Name: Perkins Eastman Architects
DPC
City of Rancho Cucamonga
By:
By: 5/28/2025 | 1:35 PM PDT
Name Date
Name Date
PRINCIPAL
Title
Title
By:
City of Rancho Cucamonga
3:57 AM PDBTy:
Principal
Title
(two signatures required if corporation)
Name Date
Title
Approval Buyer II, Purchasing
Alternate Risk Management Coordinator
2025 |
Name Date
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Mayor/President
7/17/2025 | 11:35 AM PDT
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
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Last Revised: 01/11/2018
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EXHIBIT A
SCOPE OF SERVICES
See attached Statement of Qualifications and Consultant’s Proposal.
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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Not Applicable.
EXHIBIT B
SCHEDULE OF PERFORMANCE
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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Attachment A – Sample Waiver of Subrogation
(Sample Only – Not all forms will look identical to this Sample)
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
PSA with professional liability insurance (Design)
Last Revised: 01/11/2018
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Attachment B – Sample Additional Insured for On-going Projects Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Docusign Envelope ID: 12543943-3AC4-43C3-B6A0-095F6F891D30
19 Perkins Eastman City of Rancho Cucamonga | On-Call Urban Design Services SOQ #24/25-502
Docusign Envelope ID: 2311450A-7C62-443E-A454-D01F35802215
Payment Events Status Timestamps
Certificate Of Completion
Envelope Id: 2311450A-7C62-443E-A454-D01F35802215 Status: Completed
Subject: Complete with Docusign: CO_2025-072_PSA_Urban_Design_Services_Perkins _Sign.pdf
Source Envelope:
Document Pages: 19 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Elizabeth Thornhill
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
elizabeth.thornhill@cityofrc.us
IP Address: 199.201.174.250
Record Tracking
Status: Original
7/17/2025 11:05:27 AM
Holder: Elizabeth Thornhill
elizabeth.thornhill@cityofrc.us
Location: DocuSign
Signer Events Signature Timestamp
L. Dennis Michael
dennis.michael@cityofrc.us
Mayor/President
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.88.134
Signed using mobile
Sent: 7/17/2025 11:06:49 AM
Viewed: 7/17/2025 11:35:23 AM
Signed: 7/17/2025 11:35:36 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
City Clerk's Office Review
ClerkContracts@cityofrc.us
City Clerk
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Using IP Address: 199.201.174.250
Sent: 7/17/2025 11:06:49 AM
Viewed: 7/17/2025 1:17:06 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/17/2025 11:06:49 AM
Certified Delivered Security Checked 7/17/2025 11:35:23 AM
Signing Complete Security Checked 7/17/2025 11:35:36 AM
Completed Security Checked 7/17/2025 1:17:06 PM
Payment Events Status Timestamps