Loading...
HomeMy WebLinkAboutLESLIE HEUMANN - 2013INSURANCE NOT ON FILE WORK MAY NOT PROCEED N-2013-097 CLERK OF COUNCIL DATE:, JUL 2 3 2013 (y p B A Z`s -,axhaOT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 15 day of June, 2013, by and between LESLIE HEUMANN, a sole proprietor ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of historic resources services. B. Consultant represents that Consultant is able and willing to provide two educational workshops for the City Historic Resources Commission and the public. The purpose of these workshops will be to train and inform the Commission, staff, and public as well as to provide a common frame of reference for decisions undertaken by the Commission. 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 professional consulting services pertaining to historic resources services, including two educational workshops for the Historic Resources Commission, staff, and the public. The specific scope of services and budget is attached hereto as Exhibit A and is incorporated by this reference to this Agreement. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with the 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 for 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. 3. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the cumulative rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $20,900.00 during the term of this Agreement. 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. 4. TERM This Agreement shall commence on the date first written above and terminate upon the completion of the Scope of Services or depletion of the maximum contract amount as stated in Section 3 above, unless terminated earlier in accordance with provisions below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 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. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. 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. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. 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. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to. and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) 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 due to negligent acts, omissions or willful misconduct, 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; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from, and to the extent of Consultant's, negligent acts, omissions or willful misconduct in the performance 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 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. 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: City of Santa Ana C/o Clerk of the Council 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With copy to: Executive Director of PBA City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant:Leslie Heumann 600 North Sierra Bonita Avenue Los Angeles, CA 90036 lheumann@pacbell.net 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 proposal 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. 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. NON-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: 1, r $%1. ?wv??r ? ? ??`°Y MARIA D. HUIZAR ?? Clerk of the Council APPROVED) AS TO FORM: SONIA R. CARVALHO City Attorney By. _ Ryan CITY SANTA ANA \!r KEVIN UROURKE Interim City Manager LESLIE HEUMANN s Leslie Heumann Consultant FOR APPROVAL: JJA V NO Executive Director - PBA EHIBIT A SCOPE OF SERVICES (Attached) LESLIE HEUMANN Historic Resources Consulting Services June 19, 2013 Ms. Hally Soboleske, Associate Planner Planning and Building Agency (M-20) P. 0. Box 1988 Santa Ana, CA 92702 Via email (hsoboleske@santa-ana.org) Subject: Proposal to Provide Historic Resources Consulting Services, Historic Resources Commission, City of Santa Ana, California Dear Hally: Thank you for the opportunity to submit this proposal to prepare and present two educational workshops for the City of Santa Ana (City) Historic Resources Commission (Commission) and the public. It is understood that these two workshops will be part of a series of three, and that the purpose of all three sessions will be to train and inform the Commission, staff, and public as well as to provide a common frame of reference for decisions undertaken by the Commission. The approach will assume that the intended audience has limited background in the subject. It is also understood that one of the three workshops will be presented by the City Attorney and will focus on Chapter 30 of the Municipal Code, the City's Historic Preservation Ordinance. The following scope of work encompasses the remaining two workshops. One workshop will cover the legal underpinnings of historic preservation in California, including the California Environmental Quality Act (CEQA) and Section 106 of the National Historic Preservation Act (Section 106) as well as other important laws and regulations that govern the practice of preservation in Santa Ana. The second workshop will provide an overview of the Secretary of the Interior's Standards for the Treatment of Historic Properties, with specific focus on the Standards and Guidelines for Rehabilitation, and discuss how and when they are applied in the City. The presentations will be in the form of PowerPoint slides, and will include enough explanatory text to enable the printed presentation to be utilized in the future as a stand-alone educational handout. Each workshop will last approximately one to two hours, with time allowed for questions and answers and discussion. It is further understood that local preservationists may be invited by the City to assist with the planning and/or the presentations. It is anticipated that the workshops will take place during October and/or November 2013. LESLIE HEUMANN Historic Resources Consulting Services The following proposal consists of a Scope of Work, Budget, and Estimated Schedule. A resume outlining my qualifications to complete this scope of work is also attached. SCOPE OF WORK Task 1 Project Initiation and Team Meetings Upon notice to proceed, Consultant will prepare a preliminary outline for each of the two proposed presentations. The outlines will be submitted to the City for review and will form the basis of a first planning meeting, to be conducted in person or via teleconference. It is anticipated that this initial meeting will be limited to Staff and the consultant. This meeting will also be used to update the project schedule to reflect the contract start date and anticipated workshop dates. The preliminary outlines will be revised following the first meeting and will be available for discussion at the subsequent planning meeting(s). A second meeting, to be held in person, will be conducted to review the revised preliminary outlines with City staff and local stakeholders to ensure that the presentations include information of local importance and meaning. An additional planning meeting, which may include local stakeholders and may be conducted in person or via teleconference, is budgeted, to be utilized as needed. Deliverables: • Three (3) planning meetings of two hours each, either in person or via teleconference • Two (2) preliminary draft presentation outlines, one for each session • Two (2) revised presentation outlines, one for each session Task 2 Preparation of Workshop Presentations Consultant will research and prepare two workshops for presentation to the Historic Resources Commission and the public. The subject of one session shall be the legal underpinnings of historic preservation in California. Suggested primary topics include CEQA and the CEQA Guidelines; the California Register of Historical Resources; Section 106 and the Section 106 process (36 CFR 800); the National Register of Historic Places; and the National Environmental Policy Act (NEPA). At the discretion of the City, additional legislation, regulations, and case law may also be introduced, including the Grand Central Terminal Supreme Court decision (which upheld the legality of landmarking) and California provisions regarding designation of religious properties. The consultant will provide to the City as reference full copies of each statute, regulation, or case to be discussed. The subject of the second session shall be the Secretary of the Interior's Standards for the Treatment of Historic Properties, with specific focus on the Standards and Guidelines for Rehabilitation. The consultant will revise and customize the presentation made on behalf of the City regarding the Standards at the City-sponsored "Effective Historic LESLIE HEUMANN Historic Resources Consulting Services Preservation" Workshop, held on February 18, 2003 in Santa Ana. Additional material, such as case studies either in Santa Ana or other communities, will be introduced to illustrate the application of the Standards. The State Historical Building Code may also be referenced. PowerPoint slide shows incorporating images and sufficient text to enable the printed presentations to be used in the future as stand-alone handouts will be prepared for each session. Each presentation will incorporate a slide to direct workshop participants to sources for further information. It is estimated that each presentation will consist of approximately 20-30 slides. Three drafts of each presentation will be submitted: an administrative draft, for City review and comment, a galley-proof incorporating the City's revisions, and the final, to be printed and presented at the two workshops. The consultant will meet with the City, either in person or online via teleconference and Go To Meeting (or similar) to receive the City's comments following submittal of the administrative and galley- proof drafts. Deliverables: • Two (2) administrative draft PowerPoint slide shows, "Legal Underpinnings of Historic Preservation" and "The Secretary of the Interior's Standards" (two [2] hard copies and one [1] electronic copy each) • Two (2) galley-proof draft PowerPoint slide shows, "Legal Underpinnings of Historic Preservation" and "The Secretary of the Interior's Standards" (two [2] hard copies and one [1] electronic copy each) • Two (2) final versions of the PowerPoint slide shows, "Legal Underpinnings of Historic Preservation" and "The Secretary of the Interior's Standards" (two [2] hard copies and one [1] electronic copy each) • Two (2) hard copies and one (1) electronic copy all relevant statutes, regulations, and case laws • Two (2) meetings of up to 2 hours each, either in person or via teleconference, to discuss revisions to draft presentations Task 3 Workshops The consultant will present two workshops, "Legal Underpinnings of Historic Preservation" and "The Secretary of the Interior's Standards" to the Historic Resources Commission and the public. It is understood that these sessions will take place in October and/or November, possibly in conjunction with the October meeting of the Commission. The duration of each session is estimated at up to two hours. The consultant understands that local historic preservationists may also make presentations at each session, and expects to collaborate with other panelists as needed and described in Task 1. LESLIE HEUMANN Historic Resources Consulting Services Deliverables: • Presentation of "Legal Underpinnings of Historic Preservation" workshop • Presentation of "The Secretary of the Interior's Standards" workshop BUDGET The budget for the described scope of work also reflects these additional assumptions: • City will provide venue, equipment (computer, projector, screen, and microphone) for workshops. • City will provide reproductions of printed presentations for workshop attendees. Task 1 Project Initiation and Team Meetings 30 hours @ $150.00/hour $ 4,500.00 Task 2 Preparation of Workshop Presentations 96 hours @ $150.00/hour $14,400.00 Task 3 Workshops 12 hours @ $150.00 hour $ 1,800.00 Direct Costs (photocopies, postage, etc.) $ 200.00 TOTAL $20,900.00 Invoices will be submitted monthly and will detail the hours expended and percentage completion of each task. Invoices are payable within 30 days. ESTIMATED SCHEDULE Notice to Proceed July 8, 2013 Task 1 Project Initiation and Team Meetings First Planning Meeting and Submission of Preliminary Outline July 17, 2013 Second Planning Meeting and Submission of Revised Outline July 24, 2013 LESLIE HELIMANN Historic Resources Consulting Services Third Planning Meeting July 31, 2013 Task 2 Preparation of Workshop Presentations Submission of Administrative Draft Presentation "Legal Underpinnings of Historic Preservation August 7, 2013 Submission of Administrative Draft Presentation "Secretary of the Interior's Standards August 14, 2013 Meeting to discuss comments on Administrative Drafts Submission of Galley-Proof Drafts of Two Presentations Meeting to discuss comments on Galley-Proofs Submission of Two Final Presentations Task 3 Workshops August 21, 2013 September 18, 2013 September 25, 2013 October 2, 2013 Workshop "Legal Underpinnings of Historic Preservation" TBD: October/November 2013 Workshop "Secretary of the Interior's Standards" TBD: October/November 2013 If there are any questions about this proposal, please do not hesitate to contact me. I appreciate this opportunity and look forward to working with the City of Santa Ana. Sincerely, 4ax,e, de_?? Leslie Heumann 600 North Sierra Bonita Avenue Los Angeles, CA 90036 323.651.0399 or 323.459.9666 (cell) lheumannPpacbell.net Enc.: Resume EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative N6 Dtl?/! s ???