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HomeMy WebLinkAbout2008 CON CDC Graham Downes Architecture - 8th Street StorefrontAGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND GRAHAM DOWNES ARCHITECTURE THIS AGREEMENT is entered into this 20TH day of MARCH, 2008, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a municipal corporation (the "CDC"), and GRAHAM DOWNES ARCHITECTURE, INC. (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to PROVIDE ARCHITECTURAL AND DESIGN SERVICES FOR THE 8TH STREET STOREFRONT IMPROVEMENT PROGRAM. WHEREAS, the CDC has determined that the CONTRACTOR is an architectural 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 HERETO DO MUTUALLY 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 perform services as set forth in Phase One of 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 Phase One of Exhibit "A" to keep staff and the Community Development Commission 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, such as partial scope of work under Phase Two of the attached Exhibit "A", to be performed by the CONTRACTOR under Revised August 2005 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 150% from the base amount, i.e. $15,000. 3. PROJECT COORDINATION AND SUPERVISION. Jacqueline Reynoso is 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. Graham T. Downes is thereby designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. 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 Phase One of Exhibit "A" shall not exceed the schedule given in Phase One of Exhibit "A" ($10,000) without prior written authorization from the Executive Director of Community Development. 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. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". Phase one will be completed within 3 weeks of inititiation of services. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. 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 CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 Revised August 2005 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 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 employees 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 CONTRACTOR'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 exercise usual and customary professional care in its efforts to comply with applicable state and Federal statutes and regulations, and applicable ordinances, rules and regulations of the City of 3 Revised August 2005 National City in effect as of the date of this Agreement. 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 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. B. 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. 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 affirms that it complies with local, state and federal workplace employment poster postings. 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 4 Revised August 2005 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 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 ndemnify, and hold harmless the Community Development Commission of the City of National 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 the applicable 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 amendments thereto; and 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, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 5 Revised August 2005 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 $1,000,000 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 CONTRACTOR's employees. 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 Agree- ment. H. Any aggregate insurance limits must apply solely to this Agree- ment. Insurance shall be written with only California admitted companies which 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 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 6 Revised August 2005 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 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 bear 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. 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 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 7 Revised August 2005 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 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: Brad Raulston Executive Director Community Development Commission of the City of National City 140 East 12th Street, Suite B National City, CA 91950 Graham T. Downes AIA, RIBA CA Architect C19765 Graham Downes Architecture, Inc. 1600 National Avenue San Diego, CA 92113 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform similar services for any person or entity for whom CONTRACTOR knows whose interests conflict in any way with those of the Community Development Commission 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. 8 Revised August 2005 ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. 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 as adjudicated by mediation, arbitration or a court through proper legal proceedings. 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 be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations 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. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. 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. 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. H. 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 agree- ments, 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 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 be binding upon, and shall inure to the benefit of the successors and assigns of the parties hereto. 9 Revised August 2005 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. COMMUNITY DEVELOPMENT OF THE CITY OF NATIONAL CITY By: Brad cutive Director APPROVED AS TO FORM: George H. Eiser, III CDC Legal Counsel 10 ter, GRAH DOWNES : ' CHITECTU Y: GraT. Do es, A/A, RIBA Revised August 2005 ENLh1b►+ A DESIGN SERVICES AGREEMENT EXHIBIT A OWNER / CLIENT ARCHITECT National City Community Development 1243 National City Blvd. National City, CA 91950 Graham Downes Architecture, Inc 1600 National Avenue San Diego, CA 92113 Attn.: Mr. Brad Raulston, Attn: Graham Downes AIA, Executive Director CA Architect C19765 PROJECT GRAHAM DOWNES ARCHITECTURE March 12, 2008 FACADE IMPROVEMENTS NATIONAL CITY, CA PROJECT National City Facade Improvements 83601.01: CONCEPT 83601.02: DOCUMENTATION The project is described as follows: • Design services related to a proposed street -front facade improvement program initiated by National City for participation by approximately twenty properties on E. 8th Street in National City, CA. SERVICES The following services are to be provided: Phase One: CONCEPT • Hold preliminary meeting with Client to define project objectives. • Conduct two subsequent design review meetings. • Conduct two field visits to document existing facade conditions. • Establish color palettes and signage concepts. • Produce illustrative document comprising combination of Photoshop renderings, hand - drawn sketches and photographs to convey potential concepts and scenarios. • Produce concept booklet to provide initial assistance to redevelopment agency. Phase Two: DOCUMENTATION • Meet with Client four times during process. • Produce Design Development for ideas as approved by Client. • Meet and coordinate with key vendors as necessary. • Produce Construction Documentation for final ideas. • Coordinate with Client's Construction Manager as necessary. — (Architect) — (awe) Exh►bit f� DESIGN SERVICES AGREEMENT MARCH 12, 2008 FA?ADE IMPROVEMENTS NATIONAL. CITY, CA SCHEDULE The estimated timeline for completion of services is as follows: • Phase One: Within three weeks of initiation of services. • Phase Two: Contingent upon participation by business owners but production will likely be completed within six weeks. EXCLUDED SERVICES The following list of services is specifically excluded from this fee: • 3D modeling. • Record drawings of existing conditions. • Third -party consultants. • Building department submittals and/or signage permits. FEE Labor costs will be compensated for on an hourly basis in accordance with current billing rates, not to exceed, without prior authorization, an estimated total for each Phase as follows: Phase One $10,000.00 Phase Two $50,000.00 TOTAL $60,000.00 REIMBURSABLE EXPENSES Costs for reprographics, long-distance travel and other out-of-pocket expenses incurred by Architect on behalf of Client shall be reimbursable and invoiced at 1.2 times cost. Consultant services (not included in this proposal), when authorized by the Client and commissioned by the Architect, will be invoiced at 1.15 times cost. BILLING RATES Principal $250.00 Associate Principal $195.00 Director $175.00 Manager $155.00 Architect / Designer $135.00 Assistant Designer $115.00 Technician / CAD Drafter $95.00 TERMS The attached Addendum defines the basic Terms and Conditions and is an integral part of this agreement. BLOKHAUS t+ (Client) ACORD„ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YY) 03/19/08 PRODUCER 0A99520 Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 Dorothy Amundson 1-619-234-6848 INSURED Graham Downes Architecture Inc 1600 National Avenue San Diego, CA 92113 THIS CERTIFICATE IS ISSUED AS A MATTER 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 INSURFRA:The Travelers Indemnity Company of Connecticut INSURER6: First National Insurance Company of America INSURER C: Evere6t National Insurance Company INSURER D: INSURFR F: COVERAGES THE ANY MAY POLICIES. INSR POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I TYPE OF INSURANCE POLICY NUMBER POUCY EFFECTIVE DATE (MM/DD/YYl POUCY EXPIRATION DATE (MM/DD/YY) LIMITS A GENERAL LIABILITY 16808214L738 02/18/08 02/18/09 EACH OCCURRENCE 51,000,000 X I COMMERCIAL GENERAL LIABILITY , FIRE DAMAGE (My oee Ice) 1 $ 300,000 I CLAIMS MADE X OCCI JR I MED EXP (My one person) $ 5,000 X Contractual Liab. PERSONAL&ADV INJURY $ 1,000,000 X 'Separation of Insureds _ GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE UMI I APPLIES PER. PRODUCTS - COMP/OP AGG $ 2 , 000 , 000 , POLICY I X JECT I—LLOC Deductible None B F_AuTOMORILEUABUTY 25CC1632461 09/01/07 09/01/08 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO (Ea accident) . I ALL OWNED AU IOS BODILY INJURY $ SCHEDULED AUTOS (Pe, person) HIRED AUTOS RODILY INJURY NON OWNED AUTOS (Per ecclden0 1.. _ - -- .... PROPERTY DAMAGE (Per accident) f GARAGE LUIBILITV ONLY - EA ACCIDENT $ ANY AUTO _AUTO l OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR J CLAIMS MADF. AGGREGATE S $ DEDUCTIBIF $ RETENTION $ $ A WORKERS COMPENSATION AND UB7498Y00907 08/06/07 08/06/08 X I WCSTATU- I OTII- TS1RY I IMITS i FR EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE. POLICY LIMIT $ 1,000,000 OTHER C Professional Liability - 48AE002775071 04/20/07 04/20/08 Each Claim $2,000,000 Claims made, defense Aggregate $2,000,000 costs included w/in limit DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT(SPECIAL PROVISIONS Re: 8th St Storefront Improvement Project. Certificate Holder is Additional Insured with respect to General Liability per attached and Auto Liability included in policy form. CERTIFICATE HOLDER Y 1 ADDITIONAL INSURED; INSURER LETTER. A Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950 CANCELLATION 10 days NOC for non-payment of premium. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE USA ACORD 25-S (7/97) Katherine 8330953 @ACORD CORPORATION 1988 POLICY NUMBER: 6808214L738 NAMED INSURED: Graham Downes Architecture Inc COMMERCIAL GENERAL LIABILITY DATE ISSUED: 03/19/08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM 1. WHO IS AN INSURED (Section II) is amended to include any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part , but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If the injury or damage arises out of the performance, by you or your subcontractor, of "your work" to which the "contract or agreement requiring insurance" applies. Such person or organization does not qualify as an additional insured with respect to their independent acts or for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. CGD3810906 b. This insurance does not apply to the rendering of or failure to render any "professional services". c. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide in that "contract or agreement requiring insurance", or the limits shown in the Declarations for this Coverage Part, whichever are Tess. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. 3. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 Copyright, Insurance Services Office, Inc., 2001 (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. 4. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 5. As respects the insurance provided to the additional insured by this endorsement, the following definition is added to DEFINITIONS (Section V): "contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that b. While that part of the contract or c. Before the end of the policy period. All other terms of your policy remain the same. contract or agreement; agreement is in effect; and CG 03 81 09 06 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1988 Page 2of2 Insurance COMMERCIAL AUTO CA 71 10 09 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ULTRA AUTO PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. EXTENDED CANCELLATION CONDITION Paragraph 2.b. of the CANCELLATION Common Policy Condition is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. TEMPORARY SUBSTITUTE AUTO — PHYSICAL DAMAGE COVERAGE Under paragraph C. — CERTAIN TRAILERS, MO- BILE EQUIPMENT AND TEMPORARY SUBSTITUTE AUTOS of SECTION 1 — COVERED AUTOS, the following is added: If Physical Damage coverage is provided by this Cov- erage Form, then you have coverage for. Any "auto" you do not own while used with the per- mission of its owner as a temporary substitute for a covered "auto" you own that is out of service be- cause of its breakdown, repair, servicing, "loss" or destruction. BROAD FORM NAMED INSURED SECTION 11 — LIABILITY COVERAGE — A.1. WHO IS AN INSURED provision is amended by the addition of the following: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisi- tion or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. BLANKET ADDITIONAL INSURED SECTION II — LIABILITY COVERAGE — A.1. WHO IS AN INSURED provision is amended by the addition of the following: e. Any person or organization for whom you are re- quired by an Insured contract" to provide insur- ance is an Insured", subject to the following additional provisions: (1) The "insured contract" must be in effect during the policy period shown in the Decla- rations, and must have been executed prior to the "bodily injury" or "property damage". (2) This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for that insured, whether the work is performed by you or for you, and only to the extent you are held liable tor an "accident" occurring while a covered "auto" is being driven by you or one of your em- ployees. There is no coverage provided to this person or organization for "bodily injury" to its em- ployees, nor for "property damage" to its property. (4) Coverage tor this person or organization shall be limited to the extent of your negli- gence or fault according to the applicable principles of comparative negligence or fault. The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit". (3) (5) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 CA 71 10 09 05 Page 1 of 5 Safeco arid the Sateco logo are registered irademarks of Safecu Corporation EP (6) The coverage provided will not exceed the lesser of: (a) The coverage and/or limits of this policy; or (7) (b) The coverage and/or limits required by the Insured contract". A person's or organization's status as an Insured" under this subparagraph d ends when your operations for that "insured" are completed. FELLOW EMPLOYEE COVERAGE — EXECUTIVE OFFICERS Exclusion 5. FELLOW EMPLOYEE of SECTION II — LIABILITY COVERAGE — B. EXCLUSIONS is amended by the addition of the following: This exclusion does not apply to liability incurred by your employees that are executive officers. PHYSICAL DAMAGE — ADDITIONAL TRANS- PORTATION EXPENSE COVERAGE The first sentence of paragraph A.4. of SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A. — COVERAGE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add: 5. We will pay for the expense of retuming a stolen covered "auto" to you. AIRBAG COVERAGE Under paragraph B. — EXCLUSIONS of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. LEASE GAP COVERAGE Under paragraph C — LIMIT OF INSURANCE of SECTION II1 — PHYSICAL DAMAGE COVERAGE, the following is added: 4. The most we will pay for a total "loss" in any one "accident" is the greater of the following, subject to a $1,500 maximum limit: a. Actual cash value of the damaged or stolen property as of the time of the loss", less an adjustment for depreciation and physical condition; or b. Balance due under the terms of the loan or lease that the damaged covered "auto" is subject to at the time of the loss", less any one or all of the following adjustments: (1) Overdue payment and financial penalties associated with those payments as of the date of the "loss". (2) Financial penalties imposed under a lease due to high mileage, exces- sive use or abnormal wear and tear. Costs for extended warranties, Cre- dit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease. (4) Transfer or rollover balances from previous loans or leases. Final payment due under a "Balloon Loan". (3) (5) (6) The dollar amount of any un-repaired damage that occurred prior to the "total Toss" of a covered "auto". (7) Security deposits not refunded by a lessor. (8) All refunds payable or paid to you as a result of the early termination of a lease agreement or any war- ranty or extended service agree- ment on a covered "auto". (9) Any amount representing taxes. (10) Loan or lease termination fees GLASS REPAIR — WAIVER OF DEDUCTIBLE Under paragraph D. — DEDUCTIBLE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. AMENDED DUTIES IN THE EVENT OF ACCI- DENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITION 2.a. — DUTIES IN THE EVENT OF ACCIDENT, CLAIM, Page 2 of 5 SUIT OR LOSS — of SECTION IV — BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV — BUSINESS AUTO CONDITIONS — B.2. is amended by the addition of the following: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Fomi because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. RESULTANT MENTAL ANGUISH COVERAGE SECTION V — DEFINITIONS — C. is replaced by the following: "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including mental anguish or death resulting from any of these. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability cov- erage and if Comprehensive, Specified Causes of Loss or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow of the private passenger or light truck (10,000 lbs. or less gross vehicle weight) type, subject to the following limit. The most we will pay for loss to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is smallest, minus a deductible. The de- ductible will be equal to the largest deductible appli- cable to any owned "auto" of the private passenger or light truck type for that coverage. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, de- ductible and excess provisions, we will provide cov- erage equal to the broadest coverage applicable to any covered "auto" you own of the private passenger or light truck type. HIRED AUTO PHYSICAL DAMAGE COVERAGE — LOSS OF USE SECTION III — PHYSICAL DAMAGE A.4.b. Form does not apply. Subject to a maximum of $1,000 per accident, we will cover loss of use of a hired "auto" if it results from an accident, you are legally liable and the lessor in- curs an actual financial loss. RENTAL REIMBURSEMENT COVERAGE A. This coverage applies only to a covered "auto" of the private passenger or light truck (10,000 lbs. or less gross vehicle weight) type. B. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" be- cause of a covered "loss" to a covered "auto." Payment applies in addition to the otherwise ap- plicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. C. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and retum it to you. 2. 30 days. D. Our payment is limited to the lesser of the fol- lowing amounts: 1. Necessary and actual expenses incurred. 2. $50 per day. E. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. F. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not al- ready provided for under the PHYSICAL DAM- AGE COVERAGE Coverage Extension. G. The Rental Reimbursement Coverage described above does not apply to a covered "auto" that is described or designated as a covered "auto" on CA 71 10 09 05 Page 3 of 5 EP Rental Reimbursement Coverage Form CA 99 23. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE A. Coverage 1. We will pay with respect to a covered "auto" for loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto." 2. We will pay with respect to a covered "auto" for "loss" to any accessories used with the electronic equipment described in paragraph A.1. above. However, this does not include tapes, records or discs. 3. If Audio, Visual and Data Electronic Equip- ment Coverage form CA 99 60 or CA 99 94 is attached to this policy, then the Audio, Vi- sual and Data Electronic Equipment Cover- age described above does not apply. B. Exclusions The exclusions that apply to PHYSICAL DAM- AGE COVERAGE, except for the exclusion relat- ing to Audio, Visual and Data Electronic Equipment, also apply to this coverage. In addi- tion, the following exclusions apply: We will not pay for either any electronic equip- ment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" for the monitoring of the covered "auto's" operating system; or 2. Both: a. an integral part of the same unit housing any sound reproducing equipment de- signed solely for the reproduction of sound if the sound reproducing equip- ment is permanently installed in the covered "auto"; and b. permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. C. Limit of Insurance With respect to this coverage, the LIMIT OF IN- SURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for "loss" to audio, vi- sual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. c. $1,000. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss." 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible 1. If loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Comprehensive or Colli- sion Coverage, then for each covered "auto" our obligation to pay for, repair, retum or re- place damaged or stolen property will be re- duced by the applicable deductible shown in the Declarations. Any Comprehensive Cov- erage deductible shown in the Declarations does not apply to "loss" to audio, visual or data electronic equipment caused by fire or lightning. 2. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Specified Causes of Loss Coverage, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 3. If "loss" occurs solely to the audio, visual or data electronic equipment or accessories used with this equipment, then for each cov- ered "auto" our obligation to pay for, repair, Page 4 of 5 retum or replace damaged or stolen property will be reduced by a $100 deductible. 4. In the event that there is more than one ap- plicable deductible, only the highest deduct- ible will apply. In no event will more than one deductible apply. BLANKET WAIVER OF SUBROGATION We waive the right of recovery we may have for pay- ments made for "bodily injury" or "property damage" on behalf of the persons or organizations added as "insureds" under Section fl — LIABILITY COVERAGE — A.1.D. BROAD FORM NAMED INSURED and A.1.e. BLANKET ADDITIONAL INSURED. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVER- AGE, A.4. COVERAGE EXTENSIONS, is amended by adding the following: c. Personal Effects Coverage For any Owned "auto" that is involved in a covered "loss", we will pay up to $500 for "personal effects" that are lost or damaged as a result of the covered loss", without applying a deductible. B. SECTION V — DEFINITIONS is amended by ad- ding the following: Q. "Personal effects" means your tangible property that is wom or carried by you, ex- cept for tools, jewelry, money, or securities. CA 71 10 09 05 Page 5 of 5 EP City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 March 25, 2008 Mr. Graham T. Downes Graham Downes Architecture, Inc. 1600 National Avenue San Diego, CA 92113 Dear Mr. Downes, On March 20th, 2008 an Agreement was entered between the Community Development Commission of the City of National City and Graham Downes Architecture. We are enclosing for your records a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Community Development Commission ® Recycled Paper