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HomeMy WebLinkAbout2007 CON CDC Jeff Katz Architecture - AgreementORIGINAL AGREEMENT BY AND BETWEEN TIIE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND JEFF KATZ ARCHITECTURE THIS AGREEMENT is entered into this 17tt day of April, 2007, by and between the COMM1UN1TY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY. (the "CDC"), and Jeff Katz Architecture (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to provide architectural design services to, in association with City staff and representatives of the San Diego Rep Theater Company, work through design development of improvements to the an approximately 14,000 SF section of the old library. After design development has been accomplished, plans and construction specficiations will then be developed. WHEREAS, the CDC has determined that the CONTRACTOR is a professional architecture firm and is qualified by experience and ability to perform the services desired by the CDC, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES IIERETO DO Mtl'I'UALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will pertbrm services as set forth in the attached Exhibit A. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the Cl)C. 'The CONTRACTOR shall appear at meetings cited in Exhibit A to keep staff and CDC l3oard advised of the progress on the project. The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CDC and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Mr. Stephen M. Kirkpatrick hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Mr. Jeff Katz hereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The base compensation for this project is $84,000. Reimbursable expenses are allowed up to a not to exceed amount of $4,000. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit A shall not exceed the schedule given in Exhibit A (the Base amount) without prior written authorization from the CDC's Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit A as determined by the CDC. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CDC and for furnishing of copies to the CDC, if requested. 5. LENGTH OF AGREEMENT. The work shall be completed within 6 months. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CDC and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings. plans, specifications or other work prepared under this agreement, except upon the CDC's prior authorization regarding reproduction, which authorization shall not he unreasonably withheld. The CONTRACTOR shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's written work product for the CDC's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CDC of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability' under Section 14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability to the 2 CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. INDEPENDENT CONTRACTOR. Roth parties hereto in the performance of this Agreement will he acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees arc employee of the CDC and are not entitled to any of the rights, benefits, or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CDC wholly independent contractors and that the CONTRAC- TOR's obligations to the CDC are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of' the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES. PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR., in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary 3 to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of'the work and/or the conditions of the work site. F3. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CDC that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the (:1)C, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased costs that result frorn the CDC's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. 1'he CDC: may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CI)C. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CDC. In its performance hereunder, the CONTRACTOR shall comply 4 with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall he liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, and the Community Development Commission of' the Cty of Naitonal City, its officers and employees against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's negligent performance of' this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CDC or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 16. INSURANCE. The CON'IR.ACfOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of S 1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of SI,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONSULTANT's employ- ees. E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees, and volunteers, so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies. shall name the CDC and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. 5 H. Any aggregate insurance limits must apply solely to this Agreement. I. Insurance shall he written with only California admitted companies that hold a current policy holders alphabetic and financial size category rating of not less than A V111 according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the ClIY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof. the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall he settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall he final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and hear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. 'termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CDC. 6 C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CDC, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CDC by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the fling of petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall he personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or lax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall he directed to the following persons: To the CDC: To the CONTRACTOR: OR: Mr. Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Mr. Jeff Katz Principal Jeff Katz Architecture 7290 Navajo Road, Suite 106 San Diego, CA 92119 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 7 21. CONFLICT OF INTEREST ANI) POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not pertorm services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all times comply with the terns of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter corning before the CDC in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CDC. The CONTRACTOR shall be strictly liable to the CDC for all damages, costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not he used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligation.s to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules Exhibit A — Proposal The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amencbnent to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. Il. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made 8 by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall he binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WIIEREOF, the parties hereto have executed this Agreement on the date and year first above written. CDC By: Brad cutive Director APPROVED AS TO FORM: George H. Eiscr, III CDC Legal Counsel JEFF KATZ ARCHITECTURE f a P ncipal (Sole Proprietor) 9 r Jeff Katz Architecture March 30, 2007 Mr. Stephen M. Kirkpatrick City Engineer The City of National City 1243 National City Boulevard National City, CA 91950 RE: Architectural Services National City Library Remodel - San Deigo Rep Scope of Work and Fee Proposal Dear Steve: Based on our meetings to discuss this project and a site visit to inspect the existing conditions, I have prepared the following fee proposal for the renovation to the existing library space to prepare it for the San Diego Rep to be used for rehearsal space for the theater company. Work will include relocation of existing walls, replacement of existing ceilings and light fixtures, modifications to the existing HVAC, new wall and floor finishes. Work will also include removal of asbestos containing material. At this time it is anticipated that the construction cost (hard dollar) for the planned improvements will be approximately $1,000,000. We are proposing to offer the following scope of services: SCHEMATIC DESIGN PHASE Prepare as -built drawings of existing conditions. Prepare schematic design drawings for the proposed improvements Develop preliminary construction cost estimate for the planned improvements. Attend up to four meetings with the City and the Rep to discuss program and review schematic design concepts. After receiving approval of the schematic design we will proceed into Construction Documents. 7290 Navajo Road, Suite 106 • San Uicgo, California 92119 (619) 698-9177 ' Fax (619) 698-9178 National City Library Remodel - San Diego Rep March 30, 2007 Page 2 CONSTRUCTION DOCUMENTS PHASE Prepare drawings and specifications suitable for bidding to clearly delineate the Contractor's scope of work, including required architectural, mechanical and electrical design. No structural modifications are anticipated or included as part of this proposal. No Civil Engineering or Landscape work is included either. It is assumed for this proposal that the City of National City will provide all required General and Supplementary Conditions and Bidding Information. Plans and specifications to indicate locations of identified lead and asbestos containing materials and appropriate specification procedures for removing such material. Note that a survey to identify lead and asbestos material is not part of this proposal. Submit plans to City of National City Building Department for plan check, and perform all required revisions to construction documents based on Building Department's plan check comments (Note: plan check and permit fees are not included). Meet with City of National City as required to review final design and construction documents. For the purpose of this proposal assume 3 meetings with staff. BIDDING PHASE Provide final original drawings and specifications for use in bid packages. For this proposal it is assumed that the City of National City will advertise, assemble and distribute bid packages. Interpret and clarify contract documents for contractors, and assist in issuing addenda as required. Attend a Pre -Bid walkthru at the site with all interested contractors. Participate in bid opening, review contractor's detailed cost breakdown, and assist the City of National City in evaluation of the bids. Jeff Katz Architecture • 7290 Navajo Road, Suite 106 • Sao Diego, California 92119 (619) 698-9177 Fax (619) 698-9178 National City Library Remodel - San Diego Rep March 30, 2007 Page 3 CONSTRUCTION ADMINISTRATION PHASE Construction contract administration services are based on a Three month construction period, from Authorization to Proceed through Punchlist Inspection. The following services will be provided: Attend Pre -Construction conference. Review and approve or take other appropriate action upon Contractor's submittals and shop drawings as required by contract documents. Interpret contract documents (including all subconsultant disciplines) for proper execution and progress of construction, including responding to contractors requests for information and clarification. Make one scheduled site visit every week during the course of construction (total of 12) to observe the project, and prepare site visit report. Site visit shall include meeting with contractor and City representative to review progress of construction, review pending RFI and Change Order information, and observe the construction to verify work is proceeding in accordance with construction documents. Make one additional site visit to perform Punchlist Inspection, and one additional visit to perform Final Inspection. Punchlist Inspection will include a detailed listing of all items remaining to be completed by the Contractor. Final Inspection will certify that all work has been completed in accordance with construction documents. Assist in reviewing and processing contractor's progress payment requests, and certifying the amounts due to the Contractor. ADDITIONAL SERVICES TO BE PROVIDED ON AN HOURLY BASIS The following items are not included in the Basic Services, and will be provided as additional services only after written authorization is received. Unless a subsequent fixed fee proposal is provided, the work will be done on an hourly basis per the attached Hourly Rate Schedule (Exhibit 'A'). Revisions to Contract Documents resulting from Owner requested changes to documents previously approved by the Owner, or due to code or zoning changes made subsequent to Owner approval. Jeff Katz Architecture - 7290 Navajo Road, Suite 106 • San Diego, California 92119 (619) 698-9177 • Fax (619) 698-9178 National City Library Remodel - San Diego Rep March 30, 2007 Page 4 Services required because of significant changes in the project (not due to the design team's acts or omissions) including, but not limited to, size, quality, complexity, schedule, or the method for bidding and contracting for construction. Construction site visits provided in excess of the visits defined under the Construction Administration Phase which are requested by the City, or made necessary through delays in the construction schedule or other elements outside the control of the Architect (for either Architect or subconsultant engineers). Plan check and permit fees (if paid by the consultant) will be a reimbursable expense, charged at 1.1 times the Consultant's cost. All delivery, printing and reproduction costs will be a reimbursable expense, charged at 1.1 times the Consultant's cost. I propose to provide the stated basic services for a fixed fee of Eighty Four Thousand Dollars ($84,000.00). Invoices will be submitted monthly, in a format acceptable to the City, for the percentage of work completed during the month, on any particular phase. I am available to meet with you at any time to review and discuss the proposed scope of services and fee proposal. If this is acceptable please prepare a contract and/or Notice To Proceed so we can begin. If you have any questions regarding this scope of work please do not hesitate to contact me at (619) 698-9177. Respectfully, Jeff Katz,'AIA Principal Jeff Katz Architecture • 7290 Navajo Road, Suite 106 • San Diego, California 92119 (619) 69A-9177 • Fax (619) 698-91711 Exhibit "A" HOURLY RATE SCHEDULE The following rates apply to work performed on an hourly basis. Principal Architect $ 120.00 per hour Project Manager $ 95.00 per hour Specification Writer $ 90.00 per hour Construction Administrator $ 100.00 per hour Drafter $ 65.00 per hour Secretarial $ 40.00 per hour Structural Engineer $ 140.00 per hour Civil Engineer $ 120.00 per hour Mechanical Engineer $ 115.00 per hour Electrical Engineer $ 125.00 per hour Landscape Architect $ 100.00 per hour Reimbursable Expenses will be charged at 1.1 times the direct cost. Note: These rates will remain in effect until December 31, 2007, at which time they may be adjusted as a result of salary reviews. Jeff Katz Architecture 7290 Navajo Road, Suite 106 • San Diego, California 92119 (619) 698-9177 • Fax (619) 698-9178 RESOLUTION NO. 2007 — 78 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH KATZ ARCHITECTURE IN THE AMOUNT OF $84,000 TO DESIGN AND PREPARE BID DOCUMENTS FOR THE RENOVATION OF THE FORMER PUBLIC LIBRARY BUILDING WHEREAS, the Community Development Commission of the City of National City ("CDC") desires to employ a contractor to design and prepare bid documents for the renovation of the former public library building necessary for the facility to be used by the San Diego Rep Theater Company; and WHEREAS, the CDC has determined that Katz Architecture is qualified by experience and ability to provide the necessary services for this project. NOW, THEREFORE, BE IT RESOLVED, that the Community Development Commission of the City of National City hereby approves the Agreement with Katz Architecture to design and prepare bid documents for the renovation of the former public library building. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 17th day of April Ron Morrison, Chairman APPROVED AS TO FORM: George H. iser, III Legal Counsel Passed and adopted by the Community Development Commission of the City of National City, Califomia, on April 17, 2007, by the following vote, to -wit: Ayes: Commissioners Morrison, Natividad, Parra, Zarate. Nays: Commissioner Ungab. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Comm ity Developnyent Commission Secretary, Gent Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-78 of the Community Development Commission of the City of National City, California, passed and adopted on April 17, 2007. Secretary, Community Development Commission By: Deputy � r006•LA5 City of National City, California COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT MEETING DATE April 17. 2007 AGENDA ITEM NO. 32 (-ITEM TITLE Resolution of the Community Development Commission of the City of National City authorizing the Executive Director to execute an agreement with Katz Architecture in the amount of $84,000 to design and prepare bid documents for the renovation of the former public library building. PREPARED BY Stephen Kirkpatrick DEPARTMENT Engineering EXPLANATION See Attached. Environmental Review: N/A Ext. 4383 T�Gv c u O,cuj cr Financial Statement: Funding to accomplish this work is available within the CDC budget. Account No. 900728 STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS 1. Resolution 2. Contract kat7 Resolution No. '-k °O ' t11) AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND JEFF KATZ ARCHITECTURE "PHIS AGREEMENT is entered into this 17th day of April, 2007, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, (the "CDC"), and Jeff Katz Architecture (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to provide architectural design services to, in association with City staff and representatives of the San Diego Rep Theater Company, work through design development of improvements to the an approximately 14,000 SF section of the old library. After design development has been accomplished, plans and construction specticiations will then he developed. WHEREAS, the CDC has determined that the CONTRACTOR is a professional architecture firm and is qualified by experience and ability to perform the services desired by the CDC, and the CONTRACTOR is wilting to perform such services. NOW, "THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: I . ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. l'he CONTRACTOR represents that all services required hereunder will be performed directly by the ('ONTRAC FOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit A. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the CDC. The CONTRACTOR shall appear at meetings cited. in Exhibit A to keep staff and (ADC Board advised of the progress on the project. The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to he performed by the CONTRACTOR under this Agreement. Upon doing so, the CDC and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Mr. Stephen M. Kirkpatrick hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Mr. Jeff Katz hereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The base compensation for this project is $84,000. Reimbursable expenses are allowed up to a not to exceed amount of $4,000. The compensation for the CONTRACTOR shall he based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit A shall not exceed the schedule given in, Exhibit A (the Base amount) without prior written authorization from the CDC's Project Coordinator. Monthly invoices will he processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit A as determined by the CDC. The CONTRACTOR shall maintain all hooks, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CDC and fur furnishing of copies to the CDC, if requested. 5. LENGTH OF AGREEMENT. The work shall be completed within 6 months. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CDC and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CDC's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the (:DC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's written work product for the ('D(''s purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. .Any modification or reuse by the CDC of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CDC:, or for any liability to the 2 CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CDC and are not entitled to any of the rights, benefits, or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CDC wholly independent contractors and that the CONI'RA(.'- TOR's obligations to the CDC are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMIT'S, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall. at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 1 1. STANDARD ()F CARE. The CONTRACTOR, in performing any services under this Agreement, shall perform in a scanner consistent with that level of care and skill ordinarily exercised b% members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary 3 to protect the CONTRAC'I'OR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. l�. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CDC that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased costs that result from the CDC's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to he provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTR.-WI OR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof' has been or is rightfully authorized by that third party. The ('ONTR.ACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this -Agreement without the prior written consent of the CDC. In its performance hereunder, the CONTRACTOR shall comply 4 with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, and the Community Development Commission of the Cty of Naitonal City, its officers and employees against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CDC or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, ‘vhen applicable, to purchase and maintain throughout the term of this agreement, the tollowing insurance policies: A. Professional Liability insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of SI.000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. I). Workers' compensation insurance covering all of CONSULTANT's employ- ees. E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees. and volunteers, so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. 1=. Said policies, except for the professional liability and worker's compensation policies. shall name the CDC and its officers, agents and employees as additional insureds. G. If required insurance coverage is pro\idcd on a "claims made" rather than "occurrence" form. the CONTRACTOR shall maintain such insurance coverage for three years after expiration oldie tent (and any extensions) of this Agreement. 5 f I. Any aggregate insurance limits must apply solely to this Agreement. 1. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's tees incurred in the prosecution or detcnse of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CDC shall, in addition, he limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this .Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the -AAA") helore resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and hear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as pan of the arbitration award. I9. TERMINATION. A. This Agreement may he terminated with or without cause by the (.'DC. Termination without cause shall he effective only upon 60-day's written notice to the CONTRACTOR. During said 60-dny period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this:Agreement, misrepresentation by the CONTRACTOR RACTOR in connection with the tortuation of this Agreement or the performance of services. or the failure to perform services as directed by the CD('. 6 C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CDC, and the CONTRACTOR shall he entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of "Termination, not to exceed the amounts payable hereunder, and less any damages caused the CDC by the CONTRACTOR's breach, if any. "Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. E. The CDC further reserves the right to immediately terminate this Agreement upon: (I) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall he deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CDC: To the CONTRACTOR: Mr. Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4 i01 Mr. Jeff Katz Principal Jeff Katz Architecture 7290 Navajo Road. Suite 106 San Diego, (A 92119 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall he deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 7 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind fir any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CDC. The CONTRACTOR shall he strictly liable to the CDC for all damages, costs or expenses the CI)C may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. 1�. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. .Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used thr the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. F'xcept as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Evhibits and ,i'chedules Exhibit A — Proposal The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. Ci. {Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 11. Applk ubic Lily. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. "this Agreement superseds any prior agreements, negotiations and communications, oral or written, and contains the entire arucemcnt between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made 8 by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. .1. ,Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CDC JEFF KA'FZ ARCHITECTURE By: By: Brad Raulston, Executive Director Jeff Katz,; Principal (Sole Proprietor) APPROVED AS TO FORA: George 11. Eiser, III CDC Legal Counsel 9 Jeff Katz Architecture March 30, 2007 Mr. Stephen M. Kirkpatrick City Engineer The City of National City 1243 National City Boulevard National City, CA 91950 RE: Architectural Services National City Library Remodel - San Deigo Rep Scope of Work and Fee Proposal Dear Steve: Based on our meetings to discuss this project and a site visit to inspect the existing conditions, I have prepared the following fee proposal for the renovation to the existing library space to prepare it for the San Diego Rep to be used for rehearsal space for the theater company. Work will include relocation of existing walls, replacement of existing ceilings and light fixtures, modifications to the existing HVAC, new wall and floor finishes. Work will also include removal of asbestos containing material. At this time it is anticipated that the construction cost (hard dollar) for the planned improvements will be approximately $1,000,000. We are proposing to offer the following scope of services: SCHEMATIC DESIGN PHASE Prepare as -built drawings of existing conditions. Prepare schematic design drawings for the proposed improvements Develop preliminary construction cost estimate for the planned improvements. Attend up to four meetings with the City and the Rep to discuss program and review schematic design concepts. After receiving approval of the schematic design we will proceed into Construction Documents. 29p V,ir;, ju 16,1d, .nil' 1116 Sail Uic o, ('aliIou,uo 92119 (619) 698 917 I':11 (619) 69R.91 78 lr, National City Library Remodel - San Diego Rep March 30, 2007 Page 2 CONSTRUCTION DOCUMENTS PHASE Prepare drawings and specifications suitable for bidding to clearly delineate the Contractor's scope of work, including required architectural, mechanical and electrical design. No structural modifications are anticipated or included as part of this proposal. No Civil Engineering or Landscape work is included either. It is assumed for this proposal that the City of National City will provide all required General and Supplementary Conditions and Bidding Information. Plans and specifications to indicate locations of identified lead and asbestos containing materials and appropriate specification procedures for removing such material. Note that a survey to identify lead and asbestos material is not part of this proposal. Submit plans to City of National City Building Department for plan check, and perform all required revisions to construction documents based on Building Department's plan check comments (Note: plan check and permit fees are not included). Meet with City of National City as required to review final design and construction documents. For the purpose of this proposal assume 3 meetings with staff. BIDDING PHASE Provide final original drawings and specifications for use in bid packages. For this proposal it is assumed that the City of National City will advertise, assemble and distribute bid packages. Interpret and clarify contract documents for contractors, and assist in issuing addenda as required. Attend a Pre -Bid walkthru at the site with all interested contractors. Participate in bid opening, review contractor's detailed cost breakdown, and assist the City of National City in evaluation of the bids. Jeff Kat, Architecture • 7290 Navajo Road, Suite 106 San Diego. California 92119 16191698-9177• Fax (619)69R-9178 ll National City Library Remodel - San Diego Rep March 30, 2007 Page 3 CONSTRUCTION ADMINISTRATION PHASE Construction contract administration services are based on a Three month construction period, from Authorization to Proceed through Punchlist Inspection. The following services will be provided: Attend Pre -Construction conference. Review and approve or take other appropriate action upon Contractor's submittals and shop drawings as required by contract documents. Interpret contract documents (including all subconsultant disciplines) for proper execution and progress of construction, including responding to contractor's requests for information and clarification. Make one scheduled site visit every week during the course of construction (total of 12) to observe the project, and prepare site visit report. Site visit shall include meeting with contractor and City representative to review progress of construction, review pending RFI and Change Order information, and observe the construction to verify work is proceeding in accordance with construction documents. Make one additional site visit to perform Punchlist Inspection, and one additional visit to perform Final Inspection. Punchlist Inspection will include a detailed listing of all items remaining to be completed by the Contractor. Final Inspection will certify that all work has been completed in accordance with construction documents. Assist in reviewing and processing contractor's progress payment requests, and certifying the amounts due to the Contractor. ADDITIONAL SERVICES TO BE PROVIDED ON AN HOURLY BASIS The following items are not included in the Basic Services, and will be provided as additional services only after written authorization is received. Unless a subsequent fixed fee proposal is provided, the work will be done on an hourly basis per the attached Hourly Rate Schedule (Exhibit 'A'). Revisions to Contract Documents resulting from Owner requested changes to documents previously approved by the Owner, or due to code or zoning changes made subsequent to Owner approval. Jeff Katz Architecture • 7290 Navajo Road, Suite 106 • San Uirgu, California 92119 (619) 698-91",• Fat(619) 698-9178 /2 National City Library Remodel - San Diego Rep March 30, 2007 Page 4 Services required because of significant changes in the project (not due to the design team's acts or omissions) including, but not limited to, size, quality, complexity, schedule, or the method for bidding and contracting for construction. Construction site visits provided in excess of the visits defined under the Construction Administration Phase which are requested by the City, or made necessary through delays in the construction schedule or other elements outside the control of the Architect (for either Architect or subconsultant engineers). Plan check and permit fees (if paid by the consultant) will be a reimbursable expense, charged at 1.1 times the Consultant's cost. All delivery, printing and reproduction costs will be a reimbursable expense, charged at 1.1 times the Consultant's cost. I propose to provide the stated basic services for a fixed fee of Eighty Four Thousand Dollars ($84,000.00). Invoices will be submitted monthly, in a format acceptable to the City, for the percentage of work completed during the month, on any particular phase. I am available to meet with you at any time to review and discuss the proposed scope of services and fee proposal. If this is acceptable please prepare a contract and/or Notice To Proceed so we can begin. If you have any questions regarding this scope of work please do not hesitate to contact me at (619) 698-9177. Respectfully, Jeff Katz,'AIA Principal Aeft Katz .Architecture • 7290 Navajo Road, Suite 106 San Diego, (nlifornia 92119 (619) 698-9177 Fax 16191698-9178 /3 Exhibit "A" HOURLY RATE SCHEDULE The following rates apply to work performed on an hourly basis. Principal Architect $ 120.00 per hour Project Manager $ 95.00 per hour Specification Writer $ 90.00 per hour Construction Administrator $ 100.00 per hour Drafter $ 65.00 per hour Secretarial $ 40.00 per hour Structural Engineer $ 140.00 per hour Civil Engineer $ 120.00 per hour Mechanical Engineer $ 115.00 per hour Electrical Engineer $ 125.00 per hour Landscape Architect $ 100.00 per hour Reimbursable Expenses will be charged at 1.1 times the direct cost. Note: These rates will remain in effect until December 31, 2007, at which time they may be adjusted as a result of salary reviews. Jeff Katz Architecture • 7290 Navajo Road, Suite 106 San Diego, California 92119 1619) 698-9177 Fax (619,698-9178 /y ITEM TITLE: Resolution of the Community Development Commission of the City of National City Authorizing the Executive Director to Execute An Agreement with Katz Architecture in the Amount Of $84,000 to Design and Prepare Bid Documents for the renovation of the former Public Library Building EXPLANATION: The long-term planned use for the old library building is a Community Art and Cultural Center. A great deal of work has gone into the reviewing options and determining improvements required to convert the space to an Art and Cultural Center. The improvements consist of basic life safety and ADA improvements, through the ultimate build out of the space. The basics requirements were estimated to cost approximately $1.3M. They consisted of hazardous material (lead and asbestos) removal, new HVAC systems, rewired electrical systems, some "opening up" of the space, carpet, paint, windows, ADA improvements, etc. The ultimate build -out was difficult to determine without a final user identified, but by using other communities' Art Centers as examples, it was estimated to cost between $7M and $8M. The Redevelopment Agency and the Community Services Department have been working with the San Diego Rep Theater on a lease for them to use the space. 1'he REP use should he considered a short-term use of the space. However before the REP can move in, we need to perform much of the basic components of work described above. Bonds were issued through the Redevelopment Agency to implement the project. There is approximately $1.25M currently available to renovate the space. This contract with Katz Architecture to design and prepare bid documents for the needed renovation. The project will then be put our to competitive construction bid. This project could be considered a phasing of the work. All the work necessary in this first phase of the project is necessary in for the long-term use. In other words, doing this work now to allow the REP to utilize the space in the short-term, is not wasted when it comes to implementing the long-term use of the space. RESOLUTION NO. 2007 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH KATZ ARCHITECTURE IN THE AMOUNT OF $84,000 TO DESIGN AND PREPARE BID DOCUMENTS FOR THE RENOVATION OF THE FORMER PUBLIC LIBRARY BUILDING WHEREAS, the Community Development Commission of the City of National City ("CDC") desires to employ a contractor to design and prepare bid documents for the renovation of the former public library building necessary for the facility to be used by the San Diego Rep Theater Company; and WHEREAS, the CDC has determined that Katz Architecture is qualified by experience and ability to provide the necessary services for this project. NOW, THEREFORE, BE IT RESOLVED, that the Community Development Commission of the City of National City hereby approves the Agreement with Katz Architecture to design and prepare bid documents for the renovation of the former public library building. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 17th day of April 2007. Ron Morrison, Chairman ATTEST: Michael Dalla, Secretary APPROVED AS TO FORM: George H. Eiser, III Legal Counsel City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 April 24, 2007 Mr. Jeff Katz Principal Jeff Katz Architecture 7290 Navajo Road, Suite 106 San Diego, CA 92119 Dear Mr. Katz, On April 17, 2007, Resolution No. 2007-78 was passed and adopted by the Community Development Commission of National City, authorizing the execution of Agreement with Katz Architecture. We are enclosing for your records a certified copy of the above Resolution and a fully executed original agreement. Michael R. Della, CMC City Clerk Enclosures cc: Engineering Dept. ® Recycled Paper