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HomeMy WebLinkAboutMUSIL, JOSEPH J.AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Deputy Clerk of the Council (M -30). Call 647 -5237 if you have any que: The agreement with ��77 C No. /Y'a00 %- 076 was completed on and final payment has been made. C -)-COY Z1T .7 F �.� t +t3A r! A�ri Department: Signature: Date: City of Santa Ana RECEIVE Clerk of the Council Revised 06 -01 -07 JUL 19 2007 SANTA ANA PLANNING DEPT i INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: 7-1 ~-O? O:PI'A (()('f.2erbq) N-2007 -076 AGREEMENT FOR THE DESIGN AND FABRICATION OF SIGNAGE FOR THE DOWNTOWN NATIONAL REGISTER DISTRICT THIS AGREEMENT, made and entered into this / day of [JUYlP ,2007 by and between JOSEPH J. MUSIL, sole proprietor, (hereinafter "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 Cali fomi a (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the design and fabrication of historical signage for the Downtown National Register District in the City of Santa Ana. B. Consultant represents that Consultant is able and willing to provide such services and products 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 and products fabricated by Consultant under this Agreement will be performed and produced in compliance with such standards as may reasonably be expected from a consultant 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 provide the services and products as set forth in the "Special Provisions and Scope of Work", attached hereto as Exhibit A to this agreement and incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services a fee of $7,000.00. b. Payment wiIJ be processed within 30 days after receipt and acceptance of deliverables set forth in Exhibit A, and upon receipt of an original invoice by the City. c. 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. 3. TERM This Agreement shall commence on the date first written above and terminate upon the deliver of the written report as set forth in Exhibit A to this Agreement. 4. DELIVERY OF WORK PRODUCT Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to any and 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 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 governmental purposes to disclose, publish, translate, reproduce, and use such materials. Any publications (including books, brochures, films, videotapes and other materials designed for public distribution) resulting from the project shall contain the following statement: "The activity which is the subject of this (type of publication) has been financed in part with City funds. However, the contents and opinions do not necessarily reflect the views or policies of the City, nor does mention of trade names or commercial products constitute endorsement or recommendation by the City." 5. INSPECTION Unless otherwise stipulated, goods purchased will be inspected at the City's specified receiving points and there accepted or rejected. The expense of subsequent tests due to failure or goods first offered will be charged against the Consultant. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term ofthis 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. 2 7. INSURANCE Due to the nature of service provided, insurance is not required. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, volunteers, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health and claims for property damage which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services or products described in section I of this Agreement. 9. 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. 10. 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. 11. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 3 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 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-973-1461 and City Attorney City of Santa Ana 20 Civic Center Plaza, (M-29) P. O. Bo 1988 Santa Ana, CA 92702 Telefacsimile: )714) 647-6515 To Consultant: Joseph J. Musil, Jr. Santora Building of the Arts 207 N. Broadway, Suite P Santa Ana, CA 92701 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 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. I f sent by telefacsimile, 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. 12. 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 addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, 4 promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. 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 or products produces 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 completed as of such date, and in such case such work product shall be the property ofthe 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 ofthis Agreement. 14. 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. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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 further 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. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and required by the laws and regulations of the Federal, State, local and all other governmental agencies. Consultant shall notify the City immediately and in writing of Consultant's inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 5 17. MISCELLANEOUS PROVISIONS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Consultsnt shall comply with all the terms and conditions set forth in Exhibit A. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ;;;z~ PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA ~ . DAVlDN. RE City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney CONSULTANT: By:~~z)t~1 Lautll S. Sheedy Assistant City Attorney" ~7tw~~ ~ J SEP MUSIL, JR. TaxlD# 570-~b-7; 6 EXHIBIT A SCOPE OF SERVICES Consultant shall provide assistance with determining historically appropriate signage design in conjunction with the Santa Ana Renaissance Specific Plan. The Santa Ana Renaissance Specific Plan contains general standards for signage within the Specific Plan area, but additional detail regarding sign recommendations within the Downtown National Register District would be helpful as part of the City's future plans for adaptive reuse in this area. Work Effort . Evaluate existing signs within the Downtown National Register District for appropriateness with historical precedents for signage . Review the Draft Santa Ana Renaissance Specific Plan signage regulations as they relate to the Downtown National Register District . Create recommendations for sign design within the Downtown National Register District that forward the goals of the Renaissance Specific Plan and create a unique sense of place in the Downtown Deliverables . Written report describing the results of the evaluation of existing signage within the Downtown National Register District . Written report detailing recommendations for sign design - this report shall include photographs and conceptual drawings to support recommendations Timing . The study and delivery of the final report shall be completed no later than August 24, 2007 Compensation . The Consultant shall be paid $7,000 for all services provided, including deliverables. 7