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HomeMy WebLinkAboutHOSHIDE WILLIAMS ARCHITECTS 1 ~.- AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Ca11647-5238 if you have any questions. The agreement with {~05hi ct~e W I lII(,t/Y~s ~F"C~M ~~CGS , No. - aZODS~~`~/ was completed on , ~_~~ oZ(~~5 ,and final paytnent has been made. Department: Signature: Date: City of Santa Ana Revised 8-7-03 Clerk of the Council N-2005-091 ;1>:J:. , . ~. .,.' ~ V i..' . :"\ i~ 1 1". is--~-os CONSULTANT AGREEMENT C- ~ PM CfUR\JM THIS AGREEMENT made and entered into this ~o""'" day of July, 2005 by and between Hoshide Williams Architects, a Washington Partnership (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of design review of historic properties. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide a workshop on Design Review of Historic Resources, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $2,500.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2005, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Planning and Building and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 6. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 2 7. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: Executive Director of Planning and Building City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 To Consultant: Hoshide Williams Architects 121 East Boston Street Seattle, Washington, 98102 telefacsimile (206) 325-6441 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 3 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 11. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property ofthe City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses ofthis Agreement 4 shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 14. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms ofthis Agreement, and shall indemnifY City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: "'-'. .' ./ / ....ft . ~J;~&(' PATRlCiAE.HEALY' Clerk of the Council CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: (. Laura Sheedy Assistant City Attorney / /. , RECOMMENDED FOR APPROVAL: CONSULTANT JA TREVINO x tive Director of the Planning and Building Agency . Tax ID # 91-1237097 5 EXHIBIT A SCOPE OF SERVICES Consultant shall prepare and conduct a workshop on Design Review of Historic Resources on July 26, 2005, commencing at 4:30 pm. Workshop Content: A workshop for the Historic Resources Commission in the City of Santa Ana on the subject of design review will last about three hours and includes the following topics: I. The Secretary of the Interior's Standards and Local Design Review Guidelines, Review of the history of the Standards Illustrations of the intent of each of the Standards Understanding the Character Defining Features of a District Describing Design Review Guidelines created for specific Districts Use of Substitute Materials New Additions -to what degree should they reflect historic style? -how to differentiate the addition from the original structure -how to make an inappropriate addition appropriate This topic compares the federal standards for design review with locally generated design review guidelines. Each set of standards has strength and weakness that can have varying importance in different communities. II. The Design Review Process A primer on legal requirements Understanding the sequence of actions during design review Checklist for conducting a review of the plan Description of roles and responsibilities during design review (awareness of effective/ineffective comments) This topic outlines a sequence of decision-making steps that enable commissioners and review boards to generate defensible decisions according to a published set of guidelines in an expeditious manner. III. A Design Review Exercise The exercise will address new construction in a residential historic neighborhood. It will use the proposed Heninger Park Architectural Design Guidelines for a site located in Heninger Park. This final activity is an exercise in which Consultant plays two roles, a dedicated staff to the commission as well as a questionable applicant with an even more questionable application. Utilizing a case study format, the group then decides whether to deny or approve the application and does so according to a prescribed sequence. 6 Consultant will stay at the site until all questions have been answered. DELIVERABLES: Consultant will bring handouts as well as a disc containing a power point presentation for all three topics. Consultant will deliver to City a disc that has the handouts, such that City can reprint as many as it needs for future use. Consultant will provide a rough draft of a checklist for design review for use by neighborhood reviewer. CITY RESPONSIBILITIES City will provide the meeting room, a laptop that has Microsoft XP Pro connected to a projector, and the technical expertise to operate the system. City shall provide photographs of successful additions to historic resources and photographs of the site and adjacent residences for the design review exercise. COMPENSATION Consultant shall be paid $1000.00 for the preparation and conduct of the workshop. Travel, including hotel, air and ground transportation and meals, as well as printing, shall be reimbursed at Consultant's expense. Consultant shall not charge for travel time. 7