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HomeMy WebLinkAboutCC AG PKT 2008-02-11 #Z AGENDA STAFF REPORT e DATE: February 11, 2008 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Vince Mastrosimone, Director of Public Works SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR FIRE STATION DESIGN SUMMARY OF REQUEST: The City Council is asked to adopt Resolution No. , proceeding with design development drawings for the replacement of Fire Station No, 48, 3131 Beverly Manor Road, e BACKGROUND: At the August 13, 2007 meeting, the Council received a report documenting the existing condition of Fire Station No. 48 and demonstrating the need to replace this facility. The City Council directed the City Manager to prepare a preliminary facility plan, Staff is now seeking authorization to proceed with design development plans. For the past several months, staff has been working with the Orange County Fire Authority (OCFA) to develop a site plan and floor plan that complies with the OCFA fire station development guide, This work product is attached hereto for City Council review, The next step in the process is to have the architect do design development drawings. This step involves elaborating on the work completed thus far by developing more detail such as selecting materials and finishes, It also includes: . a boundary survey · topographic map . soils report · preliminary grading plan · preliminary landscape plan · exterior elevations . color renderings · sample boards e The City has met with a firm that provides Program Management services, Using a Program Management firm would provide the City with single source control, contjnuity, accountability and coordination for the project. One feature of such services is a "guaranteed maximum price" (GMP). Should the City want to engage a Program Management firm and take advantage of their services and the GMP, the City would need to provide them with design development Agenda Item Z drawings on which the GMP would be based, After receiving a GMP, the City can decide whether or not to use their services. Design development work is needed regardless of whether a Program Management firm is involved in the project. e FINANCIAL IMPACT: Funding for this Professional Services Agreement will come from the General Fund as contemplated in the Mid Point Budget Review. RECOMMENDATION: Staff respectfully recommends that the City Council adopt Resolution No. , approving a Professional Services Agreement with Andresen Architecture Inc. for an amount not-to-exceed $80,000 to provide design development drawings for the replacement of Fire Station No, 48, 3131 Beverly Manor Road. ~EDB~ ~ ~ tAl. Vince Mast simone, Director of Public Works NOTED AND APPROVED: ~.-. David carmal. City Manager e Attachments: A, Resolution B, Professional Services Agreement/Proposal C, Preliminary Site Plan 0, Preliminary Floor Plan e e RESOLUTION NUMBER A RESOLUTION OF TlfE CITY COUNCIL OF THE CITY OF SEAL BEACH, CALIFORNIA APPROVING A PROFESSIONAL SERVICES AGREEMENT WITlf ANDRESEN ARCHITECTURE INC. FOR ARCHITECTURAL SERVICES FOR FIRE STATION WHEREAS, the City Council directed City Staff to prepare a preliminary facility plan tor the replacement of Fire Station No. 48, 3131 Beveriy Manor Road; and WHEREAS, Andresen Architecture Inc. was retained to provide a preliminary site plan and preliminary floor plan; and WHEREAS, these plans have been reviewed by the City Staff and the Orange County Fire Authority; and WHEREAS, the City desires to proceed with design development plans; and WHEREAS, Andresen Architecture Inc. has submitted a proposal to provide the desired services to the City NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: e Section 1. The City Council hereby approves that cerlain Professional Services Agreement with Andresen Architecture Inc, dated February 11, 2008 under which Andresen will provide design development drawings for the replacement of Fire Station No, 48, 3131 Beveriy Manor Road, Section 2. The City Council hereby authorizes the City Manager 10 execute the agreement PASSED, APPROVED and ADOPTED by the City Council of the City of Seal Beach at a regular meeting held on the 11th day of Februarv, 2008 by the following vote: AYES: Councllmember NOES: Councilmember ABSENT: Councllmember ABSTAIN: Councilmember Mayor ATTEST: e City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certlfy that the foregoing resolullon is the original copy of Resolution Number on file in the office of the City Clerk, passed, epproved, and adopted by the City Council of the City of Seal Beach at a regular meeting held on the 11th day of Februarv , 2008, City Clerk E.1W10\T A e AJlIDRE , , '~r~ ltdtur~. " ING. .. "A_~'P_irlj'EIIfIMriri <:, ,'-, ,r, ", r I. \. l ", /\ ' I...J. , , " , ,'" DOUGLAS ANDRESEN PRINCIPAL ARCHITECT , \ \.... . .' , ' " ,'j I , > J ;' , ., '1 . . -~ .:~ - ~. " '" i .. . .' .,'; , " "PROPOSAL F(~)1iA1{Cm'TEcTURAL SERYICES ' , . "'_.. ," ,. '\' . , Dale:' 'Feb......' ' , .' _, ' , , , ' ;, Proje<:! No. 07-4ll0 , l'Io}lll;t Name: Ffie'Statlon *'8 'DesIp tlexe10pment Draw'mga' " Tel: (562) &31-2527 Ext 300" QielII:.Cltyof,!jeal'llei.d1, .,' \, ' '\ ~ '~""'(561)493-9857 Coritad: Davia N. CBI'IIWlJ, tity\Man~ r...\" " . ~ ' '. . . . v !.. \ I Site-All<lrei..: 3100 Beverly Manor Rbar,l,S'elllBea&;'CA ' ",,"; "II-DWl:dc"""'""yiid.aeal-beoch....u. ~~Adchea,ai Clty'?fS~~~~(!l!Y,Ha1J,2.U~ghtp'St.seallBeodl,oCA,.!1d;40, ' ,:' ' , ' Th8nk'you,!or ~ us to pro'v!de y~ with" propp'ai1 fOr D...igr>,D~elopment,Drawinga II ~'to obtain a , , gu8ranieM inaldmiu!) price bid froI\t GrIffin,~,1I,Ic. fat ~ ~tibl"'II,48loc:ated 'dn Bev,;"I~Manoi- Road In Seal , Beoclt,CA ' " ' , . .' I: ",' ,,'. _", , "" PROPO~ES~CLT:lDIl'THEFO~GS!VICBSI" , ' , , , 1, e ll'! --'e1OJl1!l"1't plll%\l IS require to 0 _ a ,_teed maXimum price bid from Griffin "I St;udore,. InC, This indWieS bUt not'UmltOd to PreIimiJUoi:y Site' Plan P~ Floor Plan, PreIlminary' : ' EXteriOr EIevatlons. PrelID:lin.v G~ Plan'and ~ I.and;"i"~. " .', t" 1. ~Co1orRend~~teBi1alasBrld'PUtlln,ed'~.liims., . ~ ":" s" Weekly ~1:'~ rey.ew oj'Jm1greS1l,~IIilB-aml.,.pec:ifig./ions "11th Clly\)I!anager 1I1cl1ldlng ~ ~~. . 'IS~~ toobtlUI\app~ovaI: l" \, . ,'. 4. ProvideiBo~ Survey &:'Topograpl)li: Map and Soils Report. , , ' " r 5, ,Photo~opies 9f P.!OllfI!!5 Jlri!1I1, ."a pWi.~ P';lnll, rB~..Is..., not in<l"de~ in prt11IDIIII D7Il""nt) , 6, All teIepllohe <i1Is ind lic:aimlle lransmj..uons, ' , ' , ' 7., Plimpiid<,upaiui~uJmi!.ttaL ,: ' , " ,," ,', ' ' , ~VI~S'.llX~ED:' ('f!w !"lIDwing ~ . ~ iJf~ Ii~ inP.mAtion not in<lllded, ~l Caul~ "", provided on /Ill , ,Iliml:"""'",~' ",'~'. ,',' " ' , ' , 1, Working draWings: Site PIans,- Floor Plans. 'Foundallon Plans, PrBlIllI\Il,~' ,lnteriot Bl1d Exterio,r , ',-eleYations. ~, T-~gjo Com~~ce; M~d1iniCal ~d, ~~~ Plans,. E1ectr!<al P1a115. I \ 1. '1~~and"'i>er c~r.reque~l;:uj, ~ ~) lwo ~omplll!e".;1a ;U'pb;.s wjII. be prOvided. Am. additimull .ets requested wi]1'be,cluIrgic\ at a coit of $10,00 ~ .hoet fot!' lotting &: replOttIng iond $2,5b 'per sI1eet!or rel'roduc:IiQllprlnts:' Coliir'oopies,if avo,ilabIe';'willll~ cluIr on a cose bY case hillis, " . "S. CIvfI~!""1D& PredSe GradiIu! 'PllIn. 'Final Londsc:ape','sIid Ih-!sa PiIttW. CoiIsttuc:lioii ~ . , Street htil!..rOv~t PI8n. ErosiQn 'Control Plail, Soils ReJ1l1Et. Pen:ol.tion T..~ FO\lIldation Plan Review " by Soil'. .llIIgineer. Tl'IlSlI :CakulatioM. MOcltlUlii:lIl Plant, WaII,PIan. 'Water Plan, PosHensioned Slab ~ Pi:~'V!D'isr;te:ea. Fire F1pw TI!sl.'DAlI'Met:~. Pian11lnJr;-Gonunlaslon M~' DOJIIQ , PI"", B~1oglcaI'!lljrWy, RadioiDldstJ:/epo~ Stou.r.ont Caki, ,~pp, Sl~ge., LJUIlber Lists Material Take-errs. 1:l!:>' B"'Ilriess Li<elISo (if reQUired), HydroIogy, StlUfy., DeSmI &!!view, Fj.re, rlnklers. 'Conver!lnll fi\Os to llIfferent tormat and',e;mBillng' or dri.Wings, Title R"eports, 'Grant D , Water ReI:vclinll; t:aks orN 'tiat:lon8;with BrivirolfmO!l.taISerW:e,o.. " , , 4, ''Iltillty 'CiHmIlnatiOlW'; Owner), ' Struc:tural o'bservlitiO!\o,jf ..q.kell by Bui,Jding'Department. will be ,', ..' ~dat$5QO:OOpersiteVla:lt. ' ': " ' ... ' r' 5. DetiGled costptDnates': . \. \'" ;: . . . ',' , ,~., ClaIculatimul iniI pBYJ2\OIIIlI or-plin <heck feeS;'bulIcIlpg permitf.... variance fees, n'otary fees, , 7. Additional re-deSlgn due to owner d1anges,in sc:ope or proP.'ammlnj! IQ b. billed at $1:!5,OO per hour for , Dr~ S-D illustrator $115.00 per hOl'r snd $175:00 per hoUr for Pnnctpal Architect, ' I ' , WE PROPOSE ~ PROVIDE IlJll;I(fN.' DEVEL.OPMBNT, DRAWINGS, , AS, OUTUNBD ABOVE, ,J, ,~~~t~ APPRl?~IATI!-DE~IGN,~~O~, fOR T~,~ND MATERI~Jo~~To: I -,' ..., . /li8i!l!d ~ is l'eiQ~ed IlVstatf J>iofec:'t, IlaIanc:e Is due when ~ aev'elD1>Inent ilra\v!dgs are c:on\p1ete and rei4Y,ror iIiljlallUbJdfttaI. Pr9I,ct shOuld b~ a>mp~ ancheildy,Mthiii,twenty-five ~ wotkifu! clays after re<:elpl 'of relBIner ~d,~ p'?!'osa1. Once these !iesign 'deveiopm&lt plana onl a>mp~ and the Condltioils of Approval arelssuec\,anaa:ur~teP"?jlP.aUorthe~~klngd,rawingac:8nbe,~ed., , ',- , \.. ' Arc:hil!'pt agrees to be held HIIliIe for errors and o,;.;..iOno In the proj""t doc:'uments arising from the sole negllgenc:e of \ ' the ArChitect (see a~ Provlslona to Agreeu;Wlt).. ,", ," , , , TIiia sgre.....erit '!'sf ~ teriNnated by elther party Upqn seven day'1i written notic:e; 'should the other por!:>' fail'to' .ub.tantialIy, perfagll, In 'acx:brdaru:e With 'it lil'1llS throudi no faUlt of the 'party, lniliafi!lg ,the ,terD1IiIalion. TIiia, agreemetit entered into ai: 17087 Or"'!g.Way, Fontana, CA 923a5, II cia written above. This proposal will r8mafn vaIid fdl' ~,p~ of forty-five ('!O) ~y;, at wlfcl' ~e i~ f1mI\lI Y b, ,to, " ,e. ': ' ' , ' . . ~., ~. \ David N, ~,CllY MMsger " " ~ ,', ted , City, of 'Seal Bead;- , , , ' ' , , AndieIen An:hltedure, In<. I ' .1 \ . .' .' ~ " I LicenseNo.c:.145M:. . ANDRE~EN-A:!l~~ me. "1~7 O~GE WAY. .F@NTANA, i::A 92335 . (909) iJ55-6688 . FIIX (909) 349-;302 " , ' '{~t:ourw,~."",,,,~.1arc.loi""t<Dm'B-,!,fii~do,Ugf!V,"n;hi~,,!,,<DJII, " _ . I' . . - , , , , . e: i,' !", . I " e " " " , eWBI1 ~ e " , ~. :DOU~~E!i " PiWlClPA1:A1<~ , , . '. ~ ., -. , " J r'.' .....r -' '/ , ~' . ' .' . . ( . >:' . "Il .' ...... . .' ,. " ~, ,,' ':/ I, ' " " .....,) "i' ..,.' >~: ;~', ,:' '..,: .. ,'. ... :'.' , .. .to, ',: . ,) .,' , . '!' -, ' . ': ,..I . . .~ .. ' " :. ~ :.... :..../ , 'I' " .:. ,. .' " . ~ . .' , ," " . ,I , . ~. .~ " , ..., "...~ t,. r "',}ble . - . . ^ ' ,-. ':" $17S.00/hr ' . ( " . . l ' , I, \ -" StiS,QO/hI', . .J. "- ,'0' :~'. /" ., J .. , , ' " ,.' '$l"l5.00Jbt" ,', \ \....... ,,: ., . ,j '.' ' $165.Q~: " I .' , , \ " ( , ' .. , I . " I ,~ t' .}). .~~., ~. ," " .. ' , -, e , '$ ~.OO(ht ,,' ',. ' -': " I'" ",', $t60bOJl,lt I;' " ' ',' '" . ..,. . ;. $ 7s,li01\)I " ' .', , - ' . ~. f . .....,:' '1 ." : r. ~ ~.. : , " " J \', , , ' .. \ ) \, ' .. .- j. ~ , \ -, , " " ,) " ,"~'. " , , /, .... -, ' '*':. . ,y': ;1" ' " ' ':';', - -,"'" ~ " , I ' I ' t," 'I, ,," ,I..'..," ,,' ,. '.> '. .... ,..., : .' ,. ,'.. .. " . ;:.. .;MJJ; """ Iii:..iu p.-;' .... ...;ro ,..;. ,"",'" 41'..... ... """""", ,,- ,.._ i ,0>' " ' ' ..' : .' ,f" \ J ~..' '. ~ . . ......... \ ". .. '.~ ) , , , ./ I '. I ~ :." (:." . I .' ,l i" i ;...~.' -' .~..:' J " , "', ',J, ...") I ,.~ . . " '".0',' . " ;,:, :,' " ': , I" ' " ..,.". " " " .." . ,.. .; ;.::':.'. . :', ,:'.. ...... .. . . .........~)Nt."_o~w.y:~a -,...-',,,',,..,,..- .. "," . .... .. -.........--'..........,.......... , ' . . . ,- . . . ,. ., ,. ,. . . . . . ' " . . ( ~ (', f 1"";1lY 2008' '\ .' . \ ' ': : ~ . , \ I'" ~, . . .... I '. '-, i -.,'" , ',' , " . ,,'I , , -' - ,-, , !... . ~ . \ , f , " e e e AN AGREEMENT BETWEEN CITY OF SEAL BEACH AND ANDRESEN ARCHITECTURE, INC, FORARCmTECTURAL SERVICES FOR SEAL BEACH FIRE STATION #48 TillS AGREEMENT is made and entered into this 11th day of February 2008, by and between the City of Seal Beach, a municipal corporation ("City'') and Andresen Architecture, Inc., a California corporation ("Architect"), RECITALS A. City desires to build Fire Station #48 at 3131 Beverly Manor Road, in the City of Seal Beach (the "Project"), which Project requires the engagement of a licensed architect for analysis, planning and design services. B, PurSU!\Ilt to the authority provided by its City Charter and Government Code Section 37103, if applicable, City desires to engage Architect to design the Project in the manner set forth herein and more fully described in Section 1, C. Architect represents: the principal members of Architect are qualified professional architects duly registered under the laws of the State of California; it is fully qualified to perform the architecturaI services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW, TIiEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Architect's Services. 1.1, SCOlle and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Architect to perform the technical and professional services ("Services") set forth in the Proposal for Architectural Services dated February 4, 2008 and attached as Exhibit A, which is hereby incorporated by this reference, Such services shall include, without limitation 1. Providing design development plans for the llroject with aU appropriate design calculations; including, but not limited to, preliminary site plans, preliminary floor plans, preliminary exterior elevations, preliminary grading plans, and preliminary landscaping plans; : 2. Providing Color Renderings, Sample Boards, and Outlined Specifications; 3. Making weekly submittals of progress plans and specifications to be reviewed with City, and revising plans as necessary, to obtain compliance; 4, Providing boundary survey and topographic maps and soils reports; 1 oft3 57296-0200\1029909v6.doc 5. including bid sets); and 6, Picking up and submitting plans. Providing photocopies of progress prints and plan check prints (not e 1.2. Plans. Architect shall provide two complete sets of plans to City after final approval, 1.3. Time for Performance, Architect shall perform all services under this Agreement on a timely, regular basis consistent with industry standards for professional skill and care. Architect shall complete all services within 25 working days after the Effective Date of this Agreement. 1.4, Standard of Care, As a material inducement to City to enter into this Agreement, Architect hereby represents that it has the experience necessary to undertake the services to be provided, In light of such status and experience,- Architect hereby covenants that it shall follow the customary professional standards in performing all services. 1.5. Familiarity with Services. By executing this Agreement, Architect represents that, to'the extent required by the standard of practice, Architect (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. Architect represents that Architect, a to the extent required by the standard of practice, has investigated the subject site and is ., reasonably acquainted with the conditions therein. Should Architect discover any latent or unknown conditions, which will materially affect the performance of services, Architect shall immediately inform City of such fact and shall not proceed except at Architect's risk until written instructions are received from the City Representative. 1.6, Compliance with Americans with Disabilities Act. All conceptual design plans prepared by Architect for the Project shall comply with the Americans with Disabilities Act (42 U.S,C, Section 12001 et seq.). 2, Term of AlZ1'eement. This Agreement is effective as of February 11, 2008 (the "Effective Date"), and shall remain in full force and effect until Architect has rendered the services required by this Agreement, unless sooner terminated as provided in Section 14 herein, 3, Compensation and Exoense Reimbursement. 3,1. Comnensation. City shall compensate Architect at its standard hourly rates set forth in Exhibit B for the services provided pursuant to Section 1.1 of this Agreement. In no event shall the City pay Architect more than the total sum of $80,000, unless additional services are provided pursuant to Section 3,2. City shall not withhold any federal, state or other taxes, or other deductions, 3.2, Additional Services, City shall not pay Architect for additional services a unless the City Council authorizes, in advance, such services. City shall compensate Architect ., for any authorized extra services at the hourly rates set forth in Exhibit B. 2 of 13 S7296-02001l 029909v6,doc e e . 4. Reoresentatives. 4,1. City Reoresentative. For the pUIposes of this Agreement, the contract administrator and City's representative shall be the Public Works Director, or such other person as the Director designates in writing (hereinafter the "City Representative''). It shall be Architect's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Architect shall refer any decisions that must be made by City to the City Representative, Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative, 4,2. Architect Reoresentative, For the pUIposes of this Agreement, Doug Andresen is hereby designated as the principal and representative of Architect authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (the "Responsible Principal''), It is expressly understood that the experience, knowledge, capability, and reputation of the Responsible Principal were a substantial inducement for City to enter into this Agreement. Therefore, the Responsible Principal shall be responsible during the term of this Agreement for directing all activities of Architect and devoting sufficient time to personally supervise the services hereunder. Architect may not change the Responsible Principal without the prior written approval of City, which approval shall not be unreasonably withheld. 5. Architect's Personnel. 5.1. All Services shall be performed by Architect or under Architect'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 of Seal Beach business license as required by the Seal Beach Municipal Code. 5.2, Architect 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 6 below. 5.3, Architect shall be responsible for payment of all employees' and subconsultants' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. 5.4, Architect shall indemnify and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Architect's alleged violations of personnel practices. City shall have the right to offset against the amount of any fees due to Architect under this Agreement any amount due to City from Architect as a result of Architect's failure to promptly pay to City any reimbursement or indemnification arising under this Section 5, 6. Standard of Performance, Architect shall perform all services to customary professional standards and in a manner reasonably satisfactory to City, 3 of13 S7296.o20011029909v6,doc 7. Ownershio of Work Product. e 7,1. Ownershio of Plans. All plans, specifications, reports, studies, tracings, maps, drawings, blueprints, or other written material (collectively "Plans" in this Section 7) prepared or obtained by Architect in the course of perfonning the Services shall be and remain the property of City without restriction or limitation upon its use or dissemination by City, and Architect shall convey and transfer all copyrightable interests in the Plans to City, Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Architect under this Agreement shall, upon request, be made available to City. Such material shall not be the subject of a copyright application by Architect. Any reuse by City of any such materials on any project other than the Project sha1I be at the sole risk of City unless City compensates Architect for such use. City agrees to indemnify, defend and hold hannless Architect against any claims, losses, costs or damages as a result of City's reuse of the Plans without compensation to, or prior authorization of, Architect. In the event of the return of the Plans to Architect or its representative, Architect shall be responsible for their safe return to City. Architect shall be entitled to retain copies of the Plans for Architect's :liles, Under no circumstances shall Architect fail to deliver any draft or final plans, drawings or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Architect and City concerning payment, performance of the contract, or otherwise, This Covenant shall survive the termination of this Agreement. 7.2, Assil!Jl1I1ent of Intellectual Prooertv Interests, Upon execution of this Agreement, the Architect shall grant to City and shall require all of its consultants to assign to a City all common law, statutory and copyrights, trademarks, and other intellectual property rights ., in connection with Architect's Instruments of Service and the Project itself, including but not limited to all rights under the 1990 Architectural Works Copyright Protection Act, and shall retain no rights whatsoever as to such items. Provided, however, Architect shall retain the right to utilize such Instruments of Service solely in connection with the performance of its duties under this Agreement, and City shall be entitled to utilize such rights for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project. Architect specifically agrees that :lilming (still, motion picture, television and yet to be developed analogous processes) in or about the Project shall not infringe on any rights of Architect or require Architect's permission or consent, or require the provision of any screen or equipment credit or payment of any sums to Architect. 7.3. Title to Intellectual Prooertv, Architect represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the materials produced under this Agreement, and that City has full legal title to and the right to reproduce such materials. Architect shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Architect shall bear all costs arising from the use of patented, a copyrighted, trade secret or trademarked materials, equipment, devices or processes used on or ., incorporated in the services and materials produced under this Agreement. In case such 4 of 13 S7296-o200\\ 029909v6,doc e e e materials, equipment, devices or processes are held to constitute an infringement and their use is enjoined, Architect, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the materials so that they become non-infringing, This covenant shall survive the temrination of this Agreement. 8. Status as Indeoendent Contractor, Architect is, and shall at all times remain as to City, a wholly independent contractor. Architect shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Architect or any of Architect's employees, except as set forth in this Agreement. Architect shall not, at any time, or in any manner, represent that it or any ofits officers, agents or employees are in any manner employees of City. Architect shall pay all required taxes on amounts paid to Architect under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Architect shall fully comply with the workers' compensation law regarding Architect and Architect's employees. Architect further agrees to indemnify and hold City harmless from any failure of Architect to comply with applicable workers' compensation laws, City shall have the right to offset against the amount of any fees due to Architect under this Agreement any amount due to City from Architect as a result of Architect's failure to promptly pay to City any reimbursement or indemnification arising under this Section 8. 9. Confidentialitv. Architect may have access to financial, accounting, statistical, and personnel data of individuals and City employees, Architect covenants that all data, documents, discussion, or other infonnation developed or received by Architect or provided for perfonnance of this Agreement are deemed confidential and shall not be disclosed by Architect without prior written authorization by City, City shall grant such authorization if applicable law requires disclosure, All City data shall be returned to City upon the tennination of this Agreement. Architect's covenant under this section shall survive the tennination of this Agreement. 10. Conflict of Interest. 10.1, Architect 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. Architect further covenants that, in perfonnance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Architect sball avoid the appearance of having any interest, which would conflict in any manner with the perfonnance of the Services, Architect shall not accept any employment or representation during the term of this Agreement which is or may likely make Architect "financially interested" (as provided in California Government Code 991090 and 87100) in any decision made by City on any matter in connection with which Architect has been retained, 10,2. Architect further represents that it bas not employed or retained any person or entity, other than a bona fide employee working exclusively for Architect, to solicit or obtain this Agreement. Nor has Architect paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Architect, any fee, commission, gift, percentage, or 5 of13 S7296-0200\) 029909v6,doc any other consideration contingent upon the execution of this Agreement. Upon any breach or e violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Architect hereunder the full amount or value of any such fee, commission, percentage or gift, 10.3, Architect has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or othenvise, in this transaction or in the business of Architect, and that if any such interest comes to the knowledge of Architect at any time during the term of this Agreement, Architect shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1, 11. Indemnitication, 11.1. Indemnity for Professional Services. In connection with its professional services, Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of city or agency officials (collectively, "Indemnitees"), with respect to any and all claims, demAnds, damages, liabilities, losses, costs or expenses (collectively, "Claims" hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, to the extent to which they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, subcontractors, or agents in the performance of its professional services under this Agreement, but not to the extent the result of the negligence or willful misconduct of the City or of other third parties not under the con1rol or the supervision of Consultant.. Architect's obligation to defend pursuant to this Section 11.1 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees, Architect shall defend Indemnitees in any action or actions tiled in connection with any of said claims with counsel of City's choice, and shall pay all costs and expenses, including all attorneys' fees actually incurred in connection with such defense, e 11.2. Other Indemnities. In connection with all Claims not covered by Section 11.1, Consultant shall defend, hold hannless and indemnify the Indemnitees 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 or omissions of Consultant or any of its officers, employees, subcontractors, 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's choice, and shall pay all costs and expenses, including all attomeys' fees and experts' costs actually incurred in connection with such defense. Architect's duty to defend pursuant to this Section 11.2 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees, Architect shall defend Indemnitees in any action or actions tiled in connection with any of said claims, damages, penalties, obligations, or liabilities with counsel of City's choice and shall pay all costs and expenses, including attorneys' fees actually incurred in connection with such defense, : e 6 of 13 87296-0200\1029909v6,doc e e e 11.3. Acknowledmnent of Indemnitv Duties. By affixing his or her initials below, each party representative hereby acknowledges that the representative has read and accepted the provisions set forth in this Sp.ction 11. ~ Architect (~) /fr' Architect (rR~) City 11.4. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Architect because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.5, Waiver of Ril!ht of Subrogation, Architect, 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 ofth~ Indemnitor, 11.6, Survival, The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies that 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 an Architect shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12, Insurance, 12.1. Liability Insurance. Architect 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 and professional negligence which may arise from or in connection with the performance of the services hereunder by Architect, and its agents, representatives, employees and subconsultants. 12.2. Minimum Scone of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 7. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 8. Insurance Services Office form number CA 0001 (Ed, 1/87) covering Automobile Liability, code 1 (any auto), 9. Worker's Compensation insurance as required by the State of Cali.fornia and Employer's Liability Insurance. 10, Professional Liability insurance, Architect shall provide to City the standard form issued by the carrier. 7 of13 S7296-0200\\ 029909v6,doc 12.3. Minimum Limits of Insurance, Architect shall maintain limits no less e than: 1. General Liability. $1,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrenc~ limit. 2. and property damage. Automobile Liability: $1,000,000 per accident for bodily injury 3. Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. 4, Professional Liability: $1,000,000 per claim/aggregate, 12.4. Deducn"b1es and Self-Insured Retentions. Architect shall inform City of' any deductibles or self-insured retentions except with respect to professional liability insurance, 12.5, Other Insurance Provisions, The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: I. City, its officers, officials, employees, designated volunteers and e agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Architect; products and completed operations of Architect; premises owned, occupied or used by Architect; or automobiles owned, leased, hired or borrowed by Architect. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials which are not also limitations applicable to the named insured. 2, For any claims related to this Agreement, Architect's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Architect's insurance and shall not contribute with it. 3. Architect's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City, 5, Each insurance policy, except for the professional liability policy, required by this clause shall expressly waive the insurer's right of subrogation against City and e 8 of13 S7296-020011029909v6,doc e e e its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. 12,6. Acceotabilitv of Insurers, Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII unless waived in writing by City's Risk Manager. 12.7. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. AB an alternative to City forms, Architect's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, 12.8. Subconsultants. Architect shall include all subconsultants as insureds under its policies or'shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein unless otherwise approved in advance in writing by City, 13. Coooeration. In the event any claim or action is brought against City relating to Architect's performance or services rendered under this Agreement, Architect shall render any reasonable assistance and cooperation that City might require. City shall compensate Architect for any litigation support services in an amount to be mutually agreed upon by the parties, 14. Termination. Either party shall have the right to terminate this Agreement at any time for any reason on written notice to the other party, In the event either party exercises its right to terminate this Agreement, City shall pay Architect for any services rendered prior to the effective date of the termination, Architect shall have no other claim against City by reason of such termination, including any claim for compensation. 15, Susoension. City may, in writing, order Architect to suspend all or any part of the Architect's Services for the convenience of City or for work stoppages beyond the control of City or Architect. Subject to the provisions of this Agreement relating to termination, a suspension of the Services does not void this Agreement. 16. Notices. Arly 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 Architect's and City's regular business hours or by facsimile before or during Architect's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shaH be addressed as foHows: 9 of 13 S7296-0200\I029909v6,doc Ifta City: City Clerk City of Seal Beach 211 8th Street Seal Beach, California 90740 Fax: (562) 493-9857 e With a copy to: Public Works Director City of Seal Beach 211 8th Street Seal Beach, California 90740 !fta Architect: Doug Andresen, Principal Andresen Architecture, Inc. 17087 Orange Way Fontana, Califomia 92335 Fax: (909) 349-2302 17. Non Discrimination and Eaual Emulovment Oooortunitv. In the perfonnance of this Agreement, Architect shall not discriminate against any employee, subconsultant, 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, Architect will take affirmative action to ensure that subconsultants and applicants are employed, a 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, 18, Non-Assie:nabilitv: Subcontracting. Architect shall not assign, transfer, or subcontract any interest in this Agreement or the performance of any of Architect's obligations hereunder, Any attempt by Architect to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 19. Comuliance with Laws, Architect shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Architect performs the Services, 20. Non-Waiver of Terms. Rights and Remedies. Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Architect constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Architect, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 21. Attomeys' Fees, In the event that either party to this Agreement shall commence any legiU action or proceeding to enforce or interpret the provisions of this Agreement, the e 10 of 13 S7296-0200\1029909v6,doc e e e prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including attorneys' fees actually incurred in connection with such enforcement or interpretation. 22. 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, including but not limited to the Architect's Proposal dated February 4, 2008 and attached hereto as Exhibit A, the provisions of this Agreement shall prevail. 23. Construction, The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State ofCalifomia. 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' Al!l'eement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Architect and City, This Agreement supersedes all prior oral or written negotiations, representations, or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above, CITY OF SEAL BEACH ARCHITECT By: Ot-~~ Name: Ooua. .....D!l.Illr7'l ~~ . :., ...~~ Title: 5'1'1''1 (Two signatures required for corporations under California Corporations Code ~ 313) By: David Cannany, City Manager Attest: By: Linda Devine, City Clerk Approved as to Form: By: Quinn Barrow, City Attorney lIof13 87296-02OO\102990!lv6.doc . I I I . I 1 I - --. _.~_... --- I .....--- , I - --- ,--- --- I ==- ( -- I --- --- I =-.......ij';.""_.... t I r . 1 I . I , , I I , I r i . 1 I . . 1 I I J I J . ~~....III: J i I ~MI.......y SITE PLAN ~ 1 t I I I I - I FUeS_ .8 Q - I ,,..- I - Preliminary r .<1_11 . -.In- /Ji!ccIJri', r,i" r:J:' ;)~X; FIIX; 'Jr.:-,,';! ' AND RJ:f~ , At -/f.ll~.t..'t.l.'C..tLllt'. '------.v' ~ \!C . 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