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HomeMy WebLinkAboutRoger Kerr-Architecture & Planning Inc; 2006-05-25;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL SERVICES (Roger Kerr -Architecture & Planning, Inc.) This Amendment No. 1 is entered into and effective as of the c*23 day of , 2007, extending and amending the agreement dated May 25, 2006 (the feement") by and between the Carlsbad Redevelopment Agency, a body corporate and pofitic, ("Agency"), and ROGER ELIOT KERR -ARCHITECT & PLANNING, INC. ("Contractor") (collectively, the "Parties") for professional services to prepare design concepts for Village Development Standards modifications. RECITALS A. The Parties desire to extend the Agreement for a period of six months and alter the scope of work to Agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Agency and Contractor agree as follows: 1 . That the Agreement is hereby extended for a period of six (6) months ending on October 25, 2007, on a time and materials basis not-to-exceed twenty-one thousand eight hundred and sixty dollars ($21,860). 2. Contractor will complete all work described in Exhibit "A" by August 31 , 2007. 5. All other provisions of the Agreement will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement will include coverage for this Amendment. City Attorney Approved Version #05.22.01 7. The individuals executing this Amendment 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 Amendment. (e-mail address) BxecoTWB OFFICBR AND C.HieF FINANCIAL **By: (sign here) (print name/title) CARLSBAD REDEVELOPMENT AGENCY, a body corporate and politic B Executive Director or Chairman ATTEST: JDRRAftlE M. WOOD 'CityCIeK ^ '•'-, it ",v^••'•'/,-mi^ (e-mail address) 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 officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: c'ty Attorney and Legal Counsel to Agency City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE See attached letter from contractor dated May 3, 2007 City Attorney Approved Version #05.22.01 roger eliot kerr - architect architecture & planning, inc., aia, faz (760) 918-1685 1329 shorebird lane, carlsbad, ca 92011 (7BO) aiU634 „, - MAYS, 2007 „„ py -. A 0. .Lm\ fin! - 1 A /_• 1 b CALIFORNIA ARCHITECTURAL REGISTRATION C-8325 Ms. Debbie Fountain Housing and Redevelopment Director 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Fax 760-720-2037 RE: CARLSBAD REDEVELOPMENT AGENCY, ARCHITECTURAL DESIGN SERVICES: Dear Ms. Fountain, Per our telephone conversation regarding redesign of the street elevations and perspectives of those redesigns based on the design studies provide to the Carlsbad Redevelopment Agency in 2006 for the properties on State Street, Carlsbad, California. The design studies would use the basic concepts previously designed, floor plans, parking, etc. and change the street exterior elevations to add step back balcony portions at upper floors to achieve a smaller scale. The addition of awnings, signs, dormers outside patios and other pedestrian features will further reduce the visual scale. Renderings of each building type will be provided without the existing buildings on the street. This will allow greater visual concentration on the specific sites. 1 copy of the floor plans, section, street elevation, and color perspective for each of the two sites with designs under existing development standards. 1 copies of floor plans, section, street elevation, and perspective for each of the two sites with designs under proposed development standards. 1 CD of all documents in .jpg format. The proposed fix fee for the above noted design work at 208 hours @ $95.00 per hour is $19,760.00. The printing costs are $2100.00 for mounted color presentation boards. The total fixed fee proposal is $19,760.00 + $2100.00 = $21,860.00. Sincerely, (err, AIA, CEO toger Bfiot Kerr - Architect Architecture & Planning, Inc. AGREEMENT FOR ARCHITECTURAL SERVICES (Roger Kerr - Architecture & Planning, Inc.) THIS AGREEMENT is made and entered into as of the cJ>3 — day of L//7^y , 2006. by and between the CARLSBAD REDEVELOPMENT AGENCY, a body corporate and politic, ("Agency"), and ROGER ELIOT KERR - ARCHITECT, ARCHITECTURE & PLANNING, INC., a California corporation, ("Contractor"). RECITALS A. Agency requires the professional services of an architect that is experienced in preparation of design concepts to demonstrate a visual comparison between two projects constructed under existing development standards and new, proposed development standards for the Village Redevelopment Area of Carlsbad on two (2) separate properties. B. Contractor has the necessary experience in providing professional services and advice related to the illustrative visuals for the new development standards. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to Agency and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Agency and Contractor agree as follows: 1. SCOPE OF WORK Agency retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", 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 (1) year from the date first above written. The Agency Executive Director may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof in an amount not to exceed twenty-five thousand dollars ($25,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, Agency needs, and City Attorney Approved Version #04.01.02 Commission. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fifty-seven thousand four hundred ninety dollars ($57,490). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The Agency reserves the right to withhold a ten percent (10%) retention until Agency 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 of Carlsbad or the Agency. Contractor will be under control of Agency only as to the result to be accomplished, but will consult with Agency as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of Agency for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. Agency will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. Agency 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 Agency within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which Agency 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 Agency's election, Agency 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 Agency. If Contractor subcontracts any of the Services, Contractor will be fully responsible to Agency 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 Agency. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a City Attorney Approved Version #04.01.02 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 Agency. 8. OTHER CONTRACTORS The Agency reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the Agency and its officers, officials, 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 Agency incurs or makes to or on behalf of an injured employee under the Agency'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. 10. 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". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Agency Legal Counsel or Executive Director approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. Agency, 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 Liability 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. City Attorney Approved Version #04.01.02 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for Agency). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. 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 Agency's satisfaction, a declaration stating this. 10.1.4 Professional Liability. 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 Agency 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 Agency sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to Agency's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to Agency. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then Agency 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 Agency to obtain or maintain insurance and Agency 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. Agency reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version #04.01.02 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. 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 Agency 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 Agency. 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 Agency. 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 Agency and Contractor relinquishes all claims to the copyrights in favor of Agency. 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 Agency: For Contractor: Name Debbie Fountain Name Roger Kerr Title Director Title Principle Department Housing & Redevelopment Address 1329 Shorebird Lane City of Carlsbad Carlsbad. Ca. 92011 Address 2965 Roosevelt Street. Suite B Phone No. (760) 918-1684 Carlsbad. Ca. 92008 Phone No. (760)434-2815 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. City Attorney Approved Version #04.01.02 16. CONFLICT OF INTEREST Agency 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, agents, or subcontractors will complete and file with the City Clerk those schedules specified by Agency 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 Agency 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 Agency 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Agency Executive Director. The Executive Director 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 Executive Director will be binding upon the parties City Attorney Approved Version #04.01.02 involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, Agency may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If Agency decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, Agency 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 Agency and all work in progress to Agency address contained in this Agreement. Agency will make a determination of fact based upon the work product delivered to Agency and of the percentage of work that Contractor has performed which is usable and of worth to Agency in having the Agreement completed. Based upon that finding Agency 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 Agency, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to Agency. 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. Agency 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, Agency 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 Agency 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 Agency, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. 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 Agency seeks to recover penalties pursuant to the False Claims Act, it is City Attorney Approved Version #04.01.02 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 acknowledges debarment by another jurisdiction is grounds for Agency 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 Agency 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 Agency, 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 (print name/title) (e-mail address) (print name/title) PLEASE SEE ATTACHED CALIFORNIA CERTIFICATE City Attorney Approved Version #04.01.02 8 Carlsbad Redevelopment Agency, corpor^ B Executive Director la LOREAINE M. WOOD City Clerk ATTEST: If required by City, proper notarial acknowledgment of execution by contractors i///7/ must be attached. If a Corporation. Agreement must be signed by one -«-^'**^BA^ '''> officer from each of the following two groups. =0® "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. BALL, Agency Legal Counsel and City Attorney Bv: City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES See attached scope of work and contractor proposal which has been accepted by Agency. City Attorney Approved Version #04.01.02 10 roger eliot kerr - architect architecture & planning, inc., aia, faz (760) 918-1685 1329 shorebird lane, carlsbad, ca 92011 (760) 918-1684 PRO.IFCT PFSHRIPTinN AND PROPOSED WORK PLAN: The scope of services is to provide four separate designs, one for each of the two parcels, identified in the RFP, with the existing development standards and one for each of the two parcels with the proposed revised standards. Each design shall provide residential over restaurant/retail with required parking and be designed complying with the requirements of the Carlsbad Redevelopment Agency, the California Building code, ADA requirements and the principles of Smart Growth. In addition to the above noted requirements the designs will be prepared as if they will actually be constructed with consideration of construction cost relative to the marketability of the facilities. The expense of underground parking is considerably more than surface parking. Therefore, increased densities or floor area ratios are required to maintain market competitiveness and defray the cost of parking. Small parcels tend to be more difficult to increase the coverage with underground parking because of the driving ramp required to reach the underground. The first step in the design process will be to review the existing and proposed development standards and review each site for the most efficient design solutions. Part of the solution will be consideration for the adjacent property views, existing functions and future growth. Smart growth goals will be met with the increased residential densities, adjacent to the Coaster Transit Station, while maintaining required supporting services in walkable communities. The collection of all available information about the parcels is considered the determinates of the design. The second step is based on the determinates. Site plans, floor plans, sections and potential massing of each project will be developed to arrive at a schematic design. The third step is review with the Redevelopment Agency, if they desire too, the schematic designs developed and receive comments if any. The fourth step is the refinement of each design's site plans, floor plans, roof plans and preparation of the exterior elevations. Any Redevelopment Agency comments will be added to the designs at this step. The fifth step is the preparation of the perspectives pared with digital photos of adjacent properties and street. The sixth and final step is presentation of the four designs, each with the required site plans, floor plans, elevations, perspectives, and digital photos to illustrate how the designs will appear adjacent to the existing developments.