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HomeMy WebLinkAboutCO 2025-183 - IDS Group, Inc. CITY OF RANCHO CUCAMONGA PUBLIC WORKS SERVICES DEPARTMENT CONTRACT with IDS GROUP FOR ARCHITECTURAL DESIGN SERVICES FOR THE FIRE STATIONS PAINTING PROJECT AWARD DATE: September 4, 2025 Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 1 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this Thursday, September 4, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and the Rancho Cucamonga Fire Protection District (“RCFPD”) and IDS Group, Inc., a design and consulting firm (Corporation, LLP, etc.) (“Consultant”). RECITALS A. City and RCFPD has heretofore issued its request for proposals to perform the following design professional services: Architectural Design services for the Fire Stations 173, 174, 175, 176, and 177 Painting Project (“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 and RCFPD desire 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. Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City and RCFPD hereby engages Consultant to perform all technical and design professional services described in Recitals “A” and “B” above, including, but not limited to providing architectural design services for general repainting projects for Fire Stations 173, 174, 175, 176, and 177, all as more fully set forth in the Consultant’s proposal, dated Friday, June 20, 2025 and entitled “Scope of Services”, 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 Services and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Services and this Agreement the terms and provisions of this Agreement shall control. 1.1 Revisions to Scope of Work. Upon request of the City and RCFPD, the Consultant will promptly meet with City and RCFPD staff to discuss any revisions to the Project desired by the City and RCFPD. 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 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. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 2 1.2 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 the “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “B”. 1.3 Standard of Care. As a material inducement to City and RCFPD 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. 1.4 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 and RCFPD of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City and RCFPD Representative. 2. Term of Agreement. The term of this Agreement shall be one year 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. 3. Compensation. 3.1 Compensation. City and RCFPD shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $25,000 (twenty-five thousand dollars), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City and RCFPD shall not withhold any federal, state or other taxes, or other deductions. However, City and RCFPD 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. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 3 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 and RCFPD 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 and RCFPD 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 and RCFPD shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City and RCFPD 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 and RCFPD. 5. Representatives. 5.1 City and RCFPD Representative. For the purposes of this Agreement, the contract administrator and City and RCFPD’s representative shall be Martiza Martinez, Public Works Services Director, or such other person as designated in writing by the City and RCFPD (“City and RCFPD Representative”). It shall be Consultant’s responsibility to assure that the City and RCFPD 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 and RCFPD to the City and RCFPD Representative. Unless otherwise specified herein, any approval of City and RCFPD required hereunder shall mean the approval of the City and RCFPD Representative. 5.2 Consultant Representative. For the purposes of this Agreement, John Silber, AIA, Principal Architect, is hereby designated as the principal and representative of Consultant authorized toact 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 and RCFPD 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 personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City and RCFPD. 6. Consultant’s Personnel. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 4 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 RCFPD and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD 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 and RCFPD shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City and RCFPD from Consultant as a result of Consultant’s failure to promptly pay to City and RCFPD 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 and RCFPD. 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 and RCFPD without restriction or limitation upon its use or dissemination by City and RCFPD. 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 and RCFPD. 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 and RCFPD. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City and RCFPD upon written demand by City and RCFPD for their delivery, notwithstanding any disputes between Consultant and City and RCFPD concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City and RCFPD’s reuse of the Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 5 Work Product for any purpose other than the Project, shall be at City and RCFPD’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City and RCFPD by Section 7.1, above, the Consultant shall be deemed to grant and assign to City and RCFPD, and shall require all of its subcontractors to assign to City and RCFPD, 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 and RCFPD 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 and RCFPD has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City and RCFPD, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD officials, harmless from any loss, claim or liability in any way related to a claim that City and RCFPD’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 and RCFPD’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 and RCFPD the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City and RCFPD; 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 and RCFPD, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City and RCFPD or otherwise act as an agent of City and RCFPD. Neither City and RCFPD 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 and RCFPD. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City and RCFPD harmless from any and all taxes, assessments, penalties, and interest asserted against City and RCFPD by reason Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 6 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 and RCFPD 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 and RCFPD. City and RCFPD shall grant such authorization if applicable law requires disclosure. All City and RCFPD data shall be returned to City and RCFPD 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 and RCFPD 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 and RCFPD 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 and RCFPD 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 shall immediately make a complete, written disclosure of such interest to City Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 7 and RCFPD, 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. In the connection with its design professional services, the Consultant shall indemnify and hold the City and RCFPD, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City and RCFPD officials, (collectively, “Indemnitees”), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its design professional services under this Agreement. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall hold defend, indemnify, and hold the Indemnitees free and harmless with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City and RCFPD’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 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 and RCFPD, or the deposit with City and RCFPD, 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. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 8 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 and RCFPD, 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 and RCFPD, having, at City and RCFPD’s option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, 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 less than: (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: $2,000,000 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. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 9 (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 and RCFPD. 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 RCFPD and shall not reduce the limits of coverage. City and RCFPD 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, RCFPD, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City, RCFPD and 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, RCFPD its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City and RCFPD 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, RCFPD, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City, RCFPD or officials. Any insurance or self- insurance maintained by City, RCFPD, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City, RCFPD, officials shall be excess of Consultant’s insurance and shall not contribute with it. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 10 (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) Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City and RCFPD may procure such insurance at Contractor’s sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City, RCFPD and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City and RCFPD officials. (6) Each policy shall be issued by an insurance company approved in writing by City and RCFPD, which is admitted and licensed to do business in the State of California and which is rated 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 and RCFPD 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 and RCFPD with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 11 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 and RCFPD before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City and RCFPD 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 and RCFPD in the same manner and to the same extent as Contractor is bound to City and RCFPD 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 and RCFPD relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City and RCFPD might require. City and RCFPD shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City and RCFPD 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 and RCFPD exercises its right to terminate this Agreement, City and RCFPD 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 and RCFPD by reason of such termination, including any claim for compensation. City and RCFPD 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 and RCFPD ten (10) business days prior written notice for any of the following: (1) uncured breach by the City and RCFPD 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 and RCFPD’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 Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 12 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: Maritza Martinez City of Rancho Cucamonga Public Works Services Department 8794 Lion Street Rancho Cucamonga, CA 91730 If to Consultant: John Silber, AIA, Principal Architect IDS Group, Inc. 1 Peters Canyon Road, Suite 130 Irvine, CA, 92606 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. 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 and RCFPD’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 Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 13 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 and RCFPD, its elected officials, officers, employees and agents free and harmless from any Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 14 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 and RCFPD of any payment to Consultant constitute or be construed as a waiver by City and RCFPD 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 and RCFPD shall in no way impair or prejudice any right or remedy available to City and RCFPD 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. 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 and RCFPD. 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. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 15 Consultant Name: By: Name Date Title City of Rancho Cucamonga By: Name Date Title By: Name Date Title Rancho Cucamonga Fire Protection District By: Name Date Title (two signatures required if corporation) Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 9/4/2025 | 2:50 PM PDT President Secretary, VP 9/4/2025 | 3:09 PM PDT 9/23/2025 | 7:47 AM PDT Director of Public Works 9/23/2025 | 7:48 AM PDT Fire Chief Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 16 EXHIBIT A SCOPE OF SERVICES Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 1 Peters Canyon Rd., Ste.1 30, Irvine, CA 92606 | tel. 949.387.8500 | fax. 949.387.0800 | www.idsgi.com June 20, 2025 Andy Miller Facilities Superintendent City of Rancho Cucamonga 10500 Civic Center Dr. Rancho Cucamonga, CA 91730 Submitted Via Email: andy.miller@cityofrc.us Subject: Proposal to Provide Architectural Design Services for the Rancho Cucamonga Fire District Five (5) Fire Stations Painting Projects Dear Mr. Miller We are pleased to submit this proposal to provide Architectural design services for general repainting projects for the following Fire Stations: 1. Fire Station 177 - 9270 Rancho St, Rancho Cucamonga, CA 91737 2. Fire Station 175 - 11108 Banyan St, Rancho Cucamonga, CA 91737 Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Proposal for Architectural Design for Fire Stations Repainting Project City of Rancho Cucamonga Page 2 3. Fire Station 174 - 11297 Jersey Blvd, Rancho Cucamonga, CA 91730 4. Fire Station 173 - 12270 Firehouse Ct, Rancho Cucamonga, CA 91739 5. Fire Station 176 - 5840 East Ave, Rancho Cucamonga, CA 91739 IDS recently did a site assessment of the existing Fire Stations. Our firm appreciates the opportunity to provide professional design and color consultation services for the repainting of the station’s interior and exterior surfaces to ensure durability, safety, and aesthetic enhancement. Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Proposal for Architectural Design for Fire Stations Repainting Project City of Rancho Cucamonga Page 3 Scope of Services As your design consultant, we will provide: • Color and Finish Selection: Develop color palettes in coordination with the station leadership, ensuring a timeless, professional, and functional aesthetic that supports wayfinding, morale, and cleanliness. • 100% Construction Documentation (CD) and Material Specifications: Recommend durable, low- VOC, commercial-grade paints and finishes suitable for high-traffic and heavy-duty use in all station areas similar to the existing color or users preferred (e.g. apparatus bays, offices, kitchen, dormitories). A construction cost estimate will be provided. • Site Visits: Liaise with the painting contractor to verify adherence to design intent, specified materials, and quality standards. • Project Documentation: Maintain records of materials, color codes, and finish schedules for future maintenance. Assumptions and Exclusions • Path of Travel (POT) and ADA compliance are not part of the project scope. • Engineering design such as Mechanical, Electrical, Structural, Civil, and other disciplines are not part of the project scope. • No design modifications will be provided to any of the stations. • IDS assumed that the existing stations are fully compliant of the current California Building Code (CBC 2022) requirements. Deliverables • Color boards and finish schedules for approval • 100% Construction Documents (CD) with specifications • Two (2) site visits • Final “as-built” color schedule Consultant Fees: Our design consulting fee for each Fire Station is $5,000. Thank you for the opportunity to provide our services to you. Please don’t hesitate to email at john.silber@idsgi.com or call us (949) 387-8500 if you require further information regarding this proposal. We look forward to working with you on this project. Sincerely, IDS Group, Inc. John Silber, AIA Principal Architect cc: Said Hilmy, PhD, SE, LEED AP Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Vendor Initials PSA with professional liability insurance (Design) Last Revised: 10/02/13 Page 17 EXHIBIT B SCHEDULE OF PERFORMANCE Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183 Rancho Cucamonga Fire Stations PROJECT SCHEDULE START DATE: 09/08/2025 Legend Project Kick-off Design Team Client Task 9/8 9/15 9/22 9/29 10/6 10/13 10/20 10/27 11/3 11/10 11/17 11/24 12/1 12/8 12/15 12/22 12/29 1/5 1/12 1/19 1/26 2/2 2/9 2/16 Site Assessment (FS 173 & 176) Site Assessment (FS 174, 175 & 177) Construction Documentation/ Color Palette (FS 173 & 176) Client Review Construction Documentation/ Color Palette (FS 174, 175 & 177) Client Review DESIGN Timeline-Week Milestone 20262025 Docusign Envelope ID: 961D35F1-C4A4-4ABB-8088-E854F56E9183