HomeMy WebLinkAboutWilliam Hezmalhalch Architects Inc; 2003-05-13;AGREEMENT FOR ARCH ITECT/PLAN N IN G-SE RVlCES
(William Hezmalhalch Architects, Inc.)
HIS AGREEMENT is made and entered into as of the day of , 2003, by and between the CITY OF CARLSBAD REDEVELOPMENT
and politic, (“City”), and WILLIAM HEZMALHALCH ARCHITECTS,
INC., a California Corporation, (“Contractor”).
City requires the professional services of an architectlplanner that is experienced in
developing Vision documents for implementation of the Village Redevelopment Area Master
Plan. Contractor has the necessary experience in providing these professional services, has
submitted a proposal to City and has affirmed its 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:
1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render,
those services (the “Services”) that are defined in Exhibit “A, attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of one (1) year from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will not exceed
ten thousand dollars ($10,000). No other compensation for the Services will be allowed except
for items covered by subsequent amendments to this Agreement. City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or the Services
specified in Exhibit “A.”
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor
will be under the control of City only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City 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 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.
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers’ compensation,
City Attorney Approved Version #04.04.02
1
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best’s Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the City
Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the City by certified mail. City will be named as an additional insured on General
and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City‘s execution of this Agreement.
7. 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 employees, 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.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor’s costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
Termination.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et sea, and Carlsbad Municipal Code Sections 3.32.025, sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
12.
monies due or to become due under it, without the prior written consent of City.
Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
13. This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
Amendments
2
City Attorney Approved Version tt04.04.02
14. Authoritv. 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
(p ‘nt namehitle) **B;:b&
(sign here)
(print nahe/titie)
c 5G.emd
CITY OF CARLSBAD
REDEVELOPMENT AGENCY, a body
Corporate and Politic
ATTEST:
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
Coworation, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A. Chairman,
President, or
Vice- Presiden t
**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, City Attorney
By:
City Attorney Approved Version #04.04.02
3
EXHIBIT “A”
SCOPE OF SERVICES
For an amount not to exceed $1 0,000, the Contractor shall assist the Redevelopment Agency in
completing the following actions:
1. Research and Tour projects adjacent to or in close proximity to Commuter Rail or
Multimodal Transit Stations to assist in the effort to identify a desirable overall
development theme for the North State Street Area of the Village of Carlsbad.
2. Through cooperation and coordination with North County Transit District, develop an
overall “vision” for North State Street with visual simulations to demonstrate the
desired improvements to the area from both a public and private development
perspective. Establish goals and objectives to implement the desired vision for the
area.
3. Present “Vision”, Goals and Objectives to City CounciVHousing and Redevelopment
Commission for conceptual approval.
The Contractor wtll provide the following specific services to assist the Redevelopment Agency
with the above noted actions:
1.
2.
3.
4.
5.
6.
7. a.
9.
Provide research and analysis of site constraints and opportunities.
Provide site review and discussion of staff needs.
Provide research on similar project locations.
Provide preliminary “mock up” of power point presentation. Gather staff input, refine as
necessary.
Provide power point presentation for use by staff.
Provide preliminary “mock up” of vision booklet.
Prepare draft vision booklet. Gather staff input, refine as necessary, prepare final draft.
Provide Agency meetings and coordination to present Vision to City Council/Housing and
Redevelopment Commission.
Provide client coordination.
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City Attorney Approved Version #04.04.02
county of 0 ra4 e ss.
Notary Public in and for said County and State, emd hd , known to me to be the
Before me,
personally appeared
person whose name is subscribed to the within instrument, and acknowledged that he/she executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 22 - d
day of Ap\'iI , ,200.
U
Notary Public in and for the County of &?.h@ dc
State of Gd,'-forl?r'ol
My commission expires 9/zs!04
04-30-03 07:42AM FRObWi I I ian Hezmalhalch
I , - .-/ _.
I
William Hezmalhalch certifies that:
1-41 0 P. 002/003 F-212
A446090
I
1. He :is the President and the Secretary of the Shleppey 6 l-lbalch Associates, fnc., a California corporation (the “Corporation“).
2. The Board, of Directors of the Corporation has approved the following to w.1. CNB of the Articles of Incorporation of the Corporation;
‘The naine 6f this corporation is William Hevrralhafch Architects, Inc.”
3. The/ amendment has unanimous congent of the
dred percent (100%) of the sole sharehldh of the
outstanding shbe.of
, / I
Its: President and Secretary
The undersigned decla
State of Califoznisi that the mat
knowledge and khat this declar
under the laws of the
ue of his own personal
I
,
i
i
DOC; 4042SZQ6.R04
?RWT DATE; U25/94
F:LZ No.! 83114.000
, 04-3!l-43 Of:43AM FRWWi I I ian Hezmalhalch 1-410 P.003/003 F-212
In lieQ of a special meeting of the Shareholders, the undersigned, being the sole sharehdder of Shleppey Hezmalhalch Associates, Inc. (the "Corporation"), hereby adop+ the following resolutions effective as of April 1, 1994:
1. i .%ppoinimnetl.f. of Directors:
RESULVED, William Hezmalhalch is hereby appointed the sole director of .
the Corporadon
2. .
RESdLsD, the name of the Corporation shall beichanged to LViUi+m Bezmalhalch Architects, Inc.
RESOLVED, the Director and Officers of the Corporation are her/eby authorized abd ernpowred to Amend the Xrticles of Incorporation and ta take such actiQns as may be necessary and/or appropriate to effect the above ngme change.
Change in Name of Corporation. ;
3.
RESOLVED, Section 2 of Article 111 of the Bylaws of the Corporation is
.4mendment to Bylaws Reducing Number of Directors.
amended as follows:
. ' "Section 2 Number of Directors. The authorized
i number of directors shall be one (1) until changed by i amendment of the Articles or a Bylaw duly adopted by
I the outstaoding shares." !
4. ~ Election of Director.
RESOLVED, the follming individual is elected as the sole director of the Corporation;
William C. Hezrnalhalch
This tonsent is executed pursuant to subdivisions (a) and (d) of Section SO3 of the Caarnia Corporations Code and shareholder's meetings.
I
i
'RODUCER
Iealey, Renton & Associates '. 0. Box 10550
;anta Ana, CA 9271 1-0550
'1 4 427-681 0
INSURER A United States Fidelity & Guaranty
INSURER e:AmeriCan Motorists Insurance CO.**
INSURER c: Lumbermens Mutual 1 Casualty Co.**
_ NSURED
William Hermalhalch Architects, Inc.
2850 Redhill, Suite 200
Santa Ana, Ca 92705-5543 INSURER D:
THIS CERTIFICATE IS ISSUED AS A MAlTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
I I INSURER E: I
:OVERAGES
TYPE OF INSURANCE ISR TR POLICY NUMBER
EACH OCCURRENCE __
FIRE DAMAGE (Any one (Ire:
MED EXP (Any one person)
___
~ 09'0i103
09/01 102
09/01/03
~
09101 102
$~,~oo,ooo
$1 ,000,000
$1 0,000
I1
~~ARAGE LIABILITY
ANY AUTO
GEN'L AGGREGATE LIMITAPPLLSPER
El DEDUCTIBLE
performance of
professional
I I
AQQ AUTO ONLY: $
/QL00631801
C OTHER Professional
'Liability
EACH OCCURRENCE
AQQREQATE
IESCRIPTION OF OPERATlONSlLOCATlONSNEHlCLESlEXCLUSlONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
'Except 10 days notice of cancellation for non-payment of premium.
'*The insurer's policy payment obligations are backed by a cut-through to National
ndemnity Company, an A++ rated Berkshire Hathaway subsidiary.
The City of Carlsbad, The City of Carlsbad Redevelopment Agency, Housing
See Attached Descriptions)
$
s
x WCSTATU- OTH-
E.L. EACH ACCIDENT
E.L.DISEASE-EAEMPLOYEE
E.L.DISEASE-POLICY LIMIT
m-s _EB
I COMBINED SINGLE LIMIT sl,ooo,ooo (Ea accident)
s
-- S~,ooo,ooo Sl,ooo,ooo Sl,ooo,ooo
I BODILY INJURY (Per person)
IRETENTION $ 1
B WORKERS COMPENSATION AND 17CW30513805 EMPLOYERS LIABILITY
I I
BODILY INJURY (Per accldent)
09/01/02 ~09/01/03
I I
I PROPERTY DAMAGE (Per accident)
CERTIFICATE HOLDER
I I AUTO ONLY- EA ACCIDENT^ s
1 ADDITI0NALINSUFIED;lNSUFIERLE"ER ~ CANCELLATION
City of Carlsbad
Housing & Redevelopment Dept.
2965 Roosevelt Street, #B
Carlsbad, CA 92008
NOTICETOTHE CERTIFICAE HOLDERNAMEDTOM LEFT, B-m-1X
DATETHEREOF,THE ISSUINQ INSURERWIL~YQIXR)MAI~ DAYSWRITEN
-P RRmNR%RR#Xm-X 1 SHOUU)MOFWABOM MSCR~BEOWLICE~BECANCEEUED BEFORETHE~~ON
I =-WEZ
WED REPRESENT IM A4
I DESCRIPTIONS (Continued from Page 1)
Authority, its officials, employees and volunteers are additional insured
on General Liability coverage but only as respects to work being performed
by the insured.
Coverage afforded the additional insured is primary and non-contributory.
Waiver of subrogation applies to work comp and general liability coverage.
AMS 25.3 (07/97) 2 of 2 #MI 5040
Policy Number: BKO 12 4 7 8 13
Owners Lessees or Contractors (Form 9) ADDlTlbNAL INSURED
Change(s) Effective: 02 / 13 /2 o 03
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance policy under the following:
LI AB I L ITY COVE RAG E PART:
Schedule Name of Person or Organization:
City of Carlsbad
Housing & Redevelopment Dept.
2965 Roosevelt Street, #B
Carlsbad, CA 92008
SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you.
The City of Carlsbad, The City of Carlsbad Redevelopment Agency,
Housing Authority, its officials, employees and volunteers are
additional insured.
PRIMARY INSURANCE:
IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY
AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS INSURANCE.
WAIVER OF SUBROGATION:
IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED(S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO.
CL/BF 22 40 03 95
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different
date is indicated below.
(The following "attaching clause" needs to be completed only when this endorsement is issued subsequent to preparation ofthe policy.)
This endorsement forms a part of Policy No. 7 CW3 0 5 13 8 0 5
Issued to: William Hezmalhalch Architects, Inc.
By: American Motorists Insurance Co.**
Premium (if any) TBD
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us).
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2-5% of the California workers compensation premium otherwise
due on such remuneration.
Schedule
Person or Organization
City of Carlsbad
Housing & Redevelopment Dept.
2965 Roosevelt Street, #B
Carlsbad, CA 92008
WC 04 03 06
(Ed. 4-84)
Job Description
The City of Carlsbad, The City of
Carlsbad Redevelopment Agency, Housing
Authority, its officials, employees and
volunteers.
Countersigned by
Authorized Representative