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HomeMy WebLinkAboutGARVAGLIA ARCHITECTURE 1AGREEMENT TERMINATION 7013 A .1 An tip Please complete this form when the attached agreement is no longer in effect. CITY Return form to the Deputy Clerk of the Council (M -30). Call 647 -5237 if yoft r pe It 07-007 The agreement with AI-r2007-0k? U was completed on and final payment has been made. Revised 06 -01 -07 Department: Signature: Date: City of Santa Ana Clerk of the Council INSURANCE ON FU WORK MAY PROCEED UNTIL INSURANCE EXPIRES N- 2007 -069 3 COUNCIL O � 2 CONSULTANT AGREEMENT DATE G_�,z -07 CT. Zerba) THIS AGREEMENT, made and entered into this 25b day of May, 2007 by and between Garavaglia Architecture, Inc., a California corporation (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 moving of buildings. 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 perform those services, as set forth in Exhibit A to this Agreement, necessary to determine the value for the Completion and Clean -up bonds required by SAMC Chapter 8, Article VIII, in relation to the proposed move of the Twist Basler House. 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 $20,000.00 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. DELIVERY OF WORK PRODUCT Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 4. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2007, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 5. 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 7. 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. 8. 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 parry 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. 9. 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. 10. 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 copies to: Planning and Building Agency City of Santa Ana Attn: Vincent Fregoso 20 Civic Center Plaza (M -20) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 973 -1461 and To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 Garavaglia Architecture, Inc. Attn: Ambrose Wong One Sutter Street, Suite 910 San Francisco, California 94104 Telefacsimile (415) 391 -9647 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. 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. 11. 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 parry 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. 12. 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. 13. 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 of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. 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. 15. 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 of this Agreement 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. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. 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 of this 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: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By:�.� I,aurhee y Assistant City Attorney RECOMMENDED FOR APPROVAL: J �TREVTNO Executive Director of the Planning and Building Agency CITY OF SANTA ANA DAV WRAM City Manager CONSULTANT i 1 I ID� MIKE A VAGLIA Princ' at Tax ID# 20 °405 3 =�0 EXHIBIT A SCOPE OF SERVICES Consultant will prepare a Conceptual Design level cost estimate, based on the program provided by the City for use as a basis for determining value of Completion Bond for the relocation of 1015 Broadway building and utilizing it as a City Tennis Club. The tasks are listed below with related cost per task. The product will be an estimate with breakdowns as to Developer's responsibilities and City's responsibilities, along with prevailing and non - prevailing wage rates. A Final Report with listing upgrades and recommendations will also be provided. Project Planning $630 $1,700 Site Visit (Arch & Straet) • Code Research $1,350 Upgrade Report and Recommendations $2,300 • Structural Analysis $4,340 • MEP Analysis $1,500 • Cost Estimator $5,000 • Consultant Coordinator $1,050 • Final Report $1,630 Total fee $19,500 Client#: 64051 DATE (MM'DDIYYI AcoRa CERTIFICATE OF LIABILITY INSURANCE 0517107 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HRH Professional Practice HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Insurance Brokers, Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2030 Main Street, Suite 350 N- 2007 -069 INSURERS AFFORDING COVERAGE Irvine, CA 92614 -7248 Casualty Company -- Garavaglia Architecture. Inc. One Sutter St, #910 San Francisco, CA 94104 Insurance AVERAGES ANY REQUIREMENT OF I STERM ORISCONDITION OF ANY ONTRACTDOR OTHERNOOCUMENTHWITHBRESPECOT TOE WHICH ERMS, THIS CLUSI N LATE MAY T BE ISSUED NOTWITHSTANDING POLICY PERIOD INDICATED. THE MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 6FECn PO1 Oml" LIMITS 07/30106 07130/07 A I GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE [j] OCCUR X I POLICY T LUG 07/30106 07730107 COMSINED SINGLE LIMIT s1,OD0,000 A AUTOMOBILE LMBILITV PPS33484198 IEe actltlenl) O i BODILY INJURY E ED AUTOS i IPer PNeon) _EO AUTOS BODILY INJURY E JXKIRED JrOE NEDAUTCS PROPERTY DAMAGE E IPer eccMaM) AUTO ONLY - EA ACCIDENT E GARAGE LIABILITY OTHERTHAN EA ACC E ANY AUTO Z AUTOONLY: AGO S EACH OCCURRENCE S �!E'X'CESSI 'LRY_I AGGREGATE E , OCCUR I J CLAIMS MADE E DEDUCTIBLE 09101106 10910/07 B VYORKERS COMPENSATION AND EMPLOYERS' UASILnY .EA C orHER 09130106 =0913010f 1$1,D00,000 Per Clalm Professional 40AED03490081 $1,000 Per lain Liability DESCRIPTION OF OPERATION SILOCATIONSNEXICLEg1EXCLUSIONS ADDED BY ENDORSEMEN TISPECIAL PROMISIONS ALL ARCHITECTURAL OPERATIONS INCL BUT NOT LTD TO 1015 BROADWAY, TWIST BASLER HOUSE REMODEL COST ANALYSIS PROJECT, THE CITY OF SANTA ANA IS NAMED AS ADDITIONAL INSURED ON GENERAL LIABILITY POLICY -SEE ATTACHED ENDORSEMENT CITY OF SANTA ANA ATTN: VICTOR FREGOSO, AICP 20 CIVIC CENTER PLAZA P.O. BOX 1988 SANTA ANA, CA 92702 25.5 (7/97)1 of 2 #384001 SH OUID ANYDFTNE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE HEREPIIRA�H DATE THEREOF, THE ISSUING INSURER WIMXWKIH,)= TO MAIL3D___ HOFICETOIHE CERrIF1CATE HOLDER NAME PTOTHELEFTxNRIxxwxx3QoD� SLY © ACORD CORPORATION 1988