HomeMy WebLinkAboutHeritage Architecture and Planning; 2005-01-11;AGREEMENT FOR ARCHITECTURAL SERVICES: Preliminary Design, Cost
Estimates, and Renderings
(Heritage Architecture and Planning)
jd day of
2005, by and between the CITY OF CARLSBAD, a municipal
co*&Xy"), akd Heritage Architecture and Planning, a California Corporation,
("Contractor").
THIS AGREEMENT is made and entered into as of the
RECITALS
A. City requires the professional services of a preservation architect that is
B. Contractor has the necessary experience in providing professional
C. Selection of Contractor is expected to achieve the desired results in an
D. Contractor has submitted a proposal to City and has affirmed its
experienced in adaptive reuse of historic structures.
services and advice related to design of adaptive reuse related to historic structures.
expedited fashion.
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
I. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (th
"Services") that are defined in attached Exhibit "Ar (Scope of Work dated lO/l8/d4 fe
which is incorporated by this reference in accordance with this Agreement's terms and
conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one year from the date first
above written. The City Manager may amend the Agreement to extend it for one
additional one year period or parts thereof in an amount not to exceed Twenty thousand
dollars ($20,000) per Agreement year. Extensions will be based upon a satisfactory
review of Contractor's performance, City needs, and appropriation of funds by the City
Council. The parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
City Attorney Approved Version #04.01.02
1
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be Sixteen thousand, two hundred five dollars ($16,25O).-No other compensation for
the Services will be allowed except for items covered by subsequent amendments to
this Agreement. The City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
2
City Attorney Approved Version #04.01.02
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9.
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
IN DEMN I FIC ATlON
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
IO. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than ''A-:V'.
IO. 1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
City Attorney Approved Version #04.01.02
3
10.1.3 Workers' Compensation and Employer's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
City Attorney Approved Version #04.01.02
4
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name/MA;Rrcc yr 622FF-f- Name flfdh%@
Title j%- p-p-4 mtle FRBwW
Department VUd Address mW
City of Carlsbad \sm QEW c4- 4N.A
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor’s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor’s affected employees,
City Attorney Approved Version #04.01.02
5
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor’s agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor’s agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor’s services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
City Attorney Approved Version #04.01.02
6
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et sea, the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
City Attorney Approved Version #04.01.02
7
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
*By. ?%Ld%i?&
(sign here)
W\D MWW, m-
ATTEST: (print name/title)
(e-mail address)
ww~-7.~
**By:
(sign here) LORRAINE M. WaOD J " City Clerk
(print nameltitle)
(e-mail address)
City Attorney Approved Version #04.01.02
8
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation, Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALLAW Attorney
By:
City Attorney Approved Version #04.01.02 9
CITY OF CARLSBAD
Mr. Mark Steyaert
Revised 10/18/04
Page 2
LEO CARRILLO RANCH BARN/THEATER
PRELIMINARY DESIGN
A SCOPE OF WORK
TASK I: Initial Organization / Definition of Concerns
1. Heritage Architecture and Planning (Heritage) shall attend one meeting with the City of
Carlsbad to veri@ program requirements. Intended uses include a large multi-purpose space
for theater use, meetings, and orientation, a food preparation area, an office, unisex toilet, an
audio/visual projection space, and storage. Any additional meetings shall be considered
Additional Services.
2. A site meeting will be held with the structural engineer for review of existing conditions.
This meeting will immediately follow the initial meeting with the City.
3. Review background information and define additional program information needed.
TASK II: Preliminary Design
1. Heritage will prepare preliminary floor plans and exterior elevations to meet the program
requirements. The drawings will supplement the previous drawings that were prepared for
the Master Plan.
2. A preliminary structural analysis, calculations, and conceptual drawings will be prepared.
Melvyn Green and Associates will be retained to provide the structural engineering services.
3. Provide a preliminary code check for the Preliminary Design to review conformance with
applicable building codes.
4. Provide a preliminary cost estimate. Leverton and Associates will be retained to provide the
cost estimate.
TASK 111: Submittal / Meeting
1. Heritage shall attend one meeting with the City Carlsbad to deliver the Prehmary Design
package and to review the submittal. Melvyn Green and Associates will attend this meeting.
CITY OF CAFUSBAD
Mr. Mark Steyaert
Revised 10/18/04
Page 3
TASK n7: Architectural Rendering
1. Heritage will prepare a pencil and watercolor rendering of the proposed Preliminary Design.
One (1) preliminary perspective and plan layout will be provided for the City's approval prior
to completing the final rendering. One (1) final pencil and watercolor rendering 24" x 36" +/-
in size.
B. PROJECT SCHEDULE
Heritage Architecture and Planning will coordinate with the City of Carlsbad to formulate a
project schedule that will meet the needs of the project. Maximum 45 calendar days will be
required to complete the project fiom written Notice to Proceed.
C. FEESCHEDULE
The total fee for the work described in the Proposal is Sixteen thousand, two hundred five
dollars ($ 16,205) with payments invoiced monthly as the work progresses. The fee is based
upon our understanding of the scope of work as shown in this Proposal. Estimated compensation
is included below:
Heritage Architecture and Planning
Melvyn Green and Associates
Leverton and Associates
Subtotal
$12,055
$ 3,000
$ 900
$15,955
Reimbursables $ 250
TOTAL FEE INCLUDING REIMBURSABLE EXPENSES $16,205
CITY OF CARLSBAD
Mr. Mark Steyaert
Revised 10/18/04
Page 4
Senior Principal Architect
Project Architect
Senior Draftsperson
Clerical
I TASK I - Initial Organization / Definition of Concerns
2hours @ $185 $370
8hours @ $115 $920
8hours @ $85 $680
2hours @ $55 $1 10
Subtotal Part I $2,080
Senior Principal Architect I 2hours I @ I $185
I Subtotal Part 11 I $7.070 I
$370
I TASK III- Submittal / Meeting I
Project Architect
Senior Draftsperson
Clerical
12hours @ $115 $1380
60hours @ $85 $5100
4hours @ $55 $220
Project Architect
Clerical
TASK IV- Architectural Rendering
6hours @ $115 $690
2hours @ $55 $1 10
I Project Architect I 2hours I @ I $115 I $230 I
Subtotal Part 111 $800
I Subtotal Part IV I $2,105 I
Graphic Artist 25hours @ $75 $1875
I Estimated Reimbursables I $250 I
Grand Total $12,055
CITY OF CARLSBAD
Mr. Mark Steyaert
Revised 10/18/04
Page 5
1. REIMBURSABLE EXPENSES
Reimbursable expenses described below shall occur, as necessary, and be billed by the
Architect on an itemized statement specifylng the type of service and/or the material
provided, copies of the receipts, and if applicable, the position of the person providing the
service, the person’s hourly rate, the time spent, and the cost incurred to provide the service.
Funding for the reimbursable expenses is provided to pay the Architect for the various duties
described below that do not lend themselves to precise estimation on a lump sum basis, and
for that reason is not included in the Basic Services. Reimbursable expenses are essential to
aid the Architect in the performance of the Basic Services and Additional Services, when
authorized. Reimbursable expenses will include the following:
Equipment rental.
Printing and reproduction as required by the Client or Consultant.
Film and film processing as required by the Client or Consultant.
Long distance telephone and fax costs.
Report reproduction and expendable supplies, (data duplication, historic maps, historic
photographs, field maps, and graphic supplies).
2. ADDITIONAL SERVICES
Additional Services listed below are not included in the scope of work for this project. These
items shall be paid for by the client in addition to the contract amount if they are required.
Public Meetings and presentations except for meetings listed in this proposal.
Additional meetings required by the client beyond the scheduled meetings listed in this
proposal.
Hazardous material survey abatement and mitigation coordination, including lead paint.
Study or presentation model construction.
Professional photo work of archival quality.
Archival quality reproductions and photo mylars.
Graphic design and signage.
Historic Structures Report.
Historic American Building Survey (HABS) or Historic American Engineering Record
(HAER) Documentation.
Preparation of site related drawings or Civil Engineering services.
Geotechnical services.
Mechanical, Plumbing, and Electrical Engineering.
Civil Engineering.
Landscape Architecture.
Construction Documents.
Specifications.
Bidding Services.
Construction Observation.
CITY OF CARLSBAD
Mr. Mark Steyaert
Revised 10/18/04
Page 6
D. SCHEDULE OF FEES
Hourly Rates
Senior Principal
Principal
Project Manager
Project Architect
Project Historian
Preservation Planner
Specification Writer
Senior Designer
Senior Draftsperson
Report Writer
Intermediate Designer
Intermediate Draftsperson
Graphic Artist
Financial Controller
Research Assistant
Beginning Draftsperson
Clerical
Architectural Trainee
Basic Costs
$185.00/Hour
$145.00/Hour
$1 15.00/Hour
$1 15.00/Hour
$95,OO/Hour
$95.00/Hour
$85.00/Hour
$85.00/Hour
$85.00/Hour
$85.00/Hour
$75.00/Hour
$75.00/Hour
$75.00/Hour
$75.00/Hour
$65.00/Hour
$65.00/Hour
$55.00/Hour
$45.00/Hour
Miscellaneous
This category includes materials, services, and equipment which are not covered in the hourly rate
schedule. Miscellaneous items include:
B/W Plots
Color Plots
Automobile mileage (over 30 mile radius from office)
Travel and subsistence, per day
Printing and photographic work
Long Distance telephone and faxes
Equipment rental
$15.00/Each
$ 10.00/SF
$ 0.375Mile
At cost + 15%
At cost + 15%
At cost + 15%
At cost + 15%
Other Consultants Employed by the Client
Coordination of services from consultant employed by the Client will, in most cases, generate additional
work f?om Heritage Architecture & Planning and are not included in the fee. Heritage Architecture &
Planning can provide a separate fee proposal to the Client if additional coordination is necessary.
Terms of Payment
Payment for services is due upon presentation of the invoice. Invoices are normally rendered on a
monthly basis as either a partial or final billing.
S~ut C:\MWD-PROJE~SWOIO- LEO CARRlLLO RANCH -BARN ~EATER)\DATA\PROPSAL BARN REVISED 10-18-04.WC