HomeMy WebLinkAboutJOHN KALISKI ARCHITECTSINSURANCE NOT ON FILE
WORK MAY NOT PROCEED N-2019-149
CLERK OF COUNCIL
DATE: AGREEMENT WITH JOHN KALISKI ARCHITECTS TO PROVIDE
URBAN DESIGN AND ARCHITECTURAL CONSULTING SERVICES
j i Y5(c ph<�1Zo2'�
THIS AGREEMENT is made and entered into on this 22"d day of July, 2019 by and between John
Kaliski Architects, a sole proprietorship ("Consultant"), and the City of Santa Ana, a charter city
and municipal corporation organized and existing under the Constitution and laws of the State of
California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the Feld of
urban design and architectural consulting for the provision of on -call services to the City's
Planning and Building Services Agency.
B. Consultant represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the ter
including all labor, materials, tools, equipment,
and adequately complete the services described
incorporated by reference,
2. DELIVERY OF WORK PRODUCT
n of this Agreement, the tasks and obligations
and incidental customary work required to fully
and set forth in Exhibit A, attached hereto and
Consultant shall deliver to City all work products that result from the services provided.
Said work product shall be submitted in hard copy and produced in a form compatible with the
City's computer system, as agreed between the Project Manager and Consultant. In regard to all
copyrightable material produced as a deliverable under this Agreement, including but not limited
to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer
programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors,
and volunteer workers, that (a) other such material may not be copyrighted without prior review
from the City, and (b) the authors of all such material, whether copyrighted or not, award to the
City, and to its officers, agents and employees acting within the scope of their official duties, as a
condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license
throughout the world for goveimnental purposes to disclose, publish, translate, reproduce, and use
such materials.
Page 1 of 8
3. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. The total amount to be expended
during the term of this Agreement shall not exceeed $30,000.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
4, TERM
This Agreement shall commence on the date first written above for a two (2) year term
until July 2I, 2021, unless terminated earlier in accordance with Section 15, below.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City, This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City, City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
Page 2 of 8
7, INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims. arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
C. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be, incorporated by reference
into the Agreement.
V. Consultant shall supply City with a fully executed additional insured
Page 3 of 8
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section l of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant,
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
Page 4 of 8
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
Page 5 of 8
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions;
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties fiulher agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
Page 6 of 8
19, PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director,
Planning and Building Services Agency
City of Santa Ana
20 Civic Center Plaza (M-20)
RO. Box 1988
Santa Ana, California 92702
Fax:714-973-1461
To Consultant:
John Kaliski, AIA
dba John Kaliski Architects
3780 Wilshire Blvd., Ste 300
Los Angeles, CA 90010
Fax:213-383-7981
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
Page 7 of 8
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: UCJ'! t
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Minh Thai
Executive Director
Planning and Building Services Agency
CITY OF SANTA ANA
01
Kristine Ridge
City Manager
CONSULTANT:
Y
John aliski, AIA
Principal
Page 8 of 8
EXHIBIT A
SCOPE OF SERVICES
Exhibit A
JOHN KALISKI ARCHITECTS
3780 WILSHIRE BOULEVARD, SUITE 300
LOS ANGELES, CA 90010
(213) 383.7980 ph
immajohnkn(irhi.com
,John Kahrh, ALA Crroas
Scope of Work
On -Call Urban Design, Planning, Environmental Design,
and Architectural Design Consulting Services for the City of Santa Ana
July 2, 2019
John Kai !ski Arch itects, Inc. (Urban Designer), doing business as John Kaliski Architects and/orJKA, an
urban design and architectural professional services firm, shall provide on -call urban design, planning,
environmental design, and architectural design services to the City of Santa Ana (City) that shall
include, but not be limited to, the following:
• Design review and assessment of projects proposed for development in the City including but not
limited to proposed Downtown Santa Ana projects,
• Urban design, planning, environmental design, and architectural design standards and guidelines,
• Urban design, planning, environmental design, and architecture design studies, concepts, and
schematic designs,
• Urban design, planning, environmental design, and architectural design facilitation working with
City staff, project applicants, and others as determined by City staff, and
• Other related planning and design services as determined by City staff that facilitate the City's
urban design, planning, environmental design, and architectural design work goals, objectives, and
programs.
The Urban Designer shall represent findings in written and/or oral form, and as appropriate illustrative
form, and be reasonably available for meetings as requested by City staff to represent the work
provided by the Urban Designer. Services shall be provided to City staff on an on -call and time and
materials basis per the attached John Kaliski Architects (JKA) 2019JKA Professional Fee Schedule
unless a specific project scope and fixed fee is agreed to between City staff and the Urban Designer in
writing and in advance of work.
1811 190702 JKA_City of Santa Ana Scope of Work.docx 1 7/2/19 1 page 1 pf 1
I�i.1.7.M7� If—fl 3
COMPENSATION
Fee Proposal including hourly rates if applicable
Exhibit B
JOHN KALISKI ARCHITECTS (JKA)
2019 JKA PROFESSIONAL FEE SCHEDULEI
Professional Staff
Principal
$220.00
perhour
Associate
$150.00
per hour
Senior Project Manager
$140.00
perhour
Project Manager
$130.00
perhour
Architect
$120.00
perhour
Senior Designer
$110.00
perhour
Designer 11
$100.00
per hour
Designer 1
$90.00
perhour
Senior Administrator
$80.00
perhour
Administrator
$70.00
per hour
Intern
$60.00
perhour
Reimbursable Expenses
General Reimbursable Expenses
Professional Consultants
Vendors
Auto Mileage
Outside Vendor Printing
In-house Printing
• Large Format Plots
• 8.5 X 11 Color Copies
• 11 X 17 Color Copies
• 8.5 X 11 Black & White Copies
• 11 X 17 Black & White Copies
cost plus 10%
cost plus 10%
cost plus 10%
$0.58 per mile plus 10%
cost plus 10%
$2.00 / SF plus 10%
$0.50 per page plus 10%
$1.00 per page plus 10%
$0.10 per page plus 10%
$0.20 per page plus 10%
Note 1- Fee Schedule valid through 1/1/20 or as noted per a professional services agreement