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HomeMy WebLinkAboutC-2862(B) - Architectural Services for the Balboa Island Fire StationJop BY P. - CITY OF N-- LM 8 1991 TO: Mayor and Members of the City Council FROM: Timothy Riley, Fire Chief 411 February 8, 1993 Council Agenda Item No. 10 C - 2J62-(9) SUBJECT. Approval of the Design Development Phase and Authorization to Proceed with the Construction Documents Phase of the Balboa Island Eire Station Project. RECOMMENDATIONS: That the City Council, by motion, accept the Design Development Phase for the construction of the new fire station on Balboa Island and authorize the City Manager to sign a work authorization instructing the Architect to proceed with the Construction Documents Phase of the project. DISCUSSION: As required by Chapter II, Paragraph D of the Agreement for Architectural Services between the City of Newport Beach (CITY) and James Karl Robinson AIA, Inc. (ARCHITECT), the Design Development Phase shall be approved by the City Council prior to proceeding to the Construction Documents Phase. As required, the ARCHITECT has prepared design development documents consisting of drawings and specifications that depict the size and character of the station in terms of architectural, structural, mechanical, and electrical systems, basic materials, and on -site improvements. These documents include a site plan, floor plan, roof plan, exterior elevations, building sections, wall sections, outline specifications and a rendering. The ARCHITECT has also prepared a detailed cost estimate based upon this design. Once the City Council has approved the Design Development Phase of the project, the City Manager shall prepare and send the ARCHITECT a letter of acceptance and authorization to proceed with the Construction Documents Phase (see attachment). During this phase, the ARCHITECT shall submit working drawings and specifications in conjunction with a notice inviting bids and shall also revise these documents as necessary to conform the project to the budget. n 0 c co IL 0 u� v n N 01 55 r r \4 /FO{RN/ • 0 CITY OF NEWPORT BEACH Work Authorization for Design and Construction Administrative Services for the Balboa Island Fire Station Newport Beach, CA To: James Karl Robinson AIA, Inc. 151 Kalmus Drive, Sutie F -5 Costa Mesa, CA 92626 From: City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658 -8915 You are hereby instructed that the Design Development Phase of the project has been completed in accordance with the Agreement and you are hereby authorized to proceed with the Construction Documents Phase. Please sign and keep the original and return a copy of this letter. Arm, Jam K. Robinson, Architect — teV93 — — — — D to DateDate City Hall • 3300 Newport Boulevard • P.O. Box 1768 • Newport Beach, California 92659 -1768 November 23, 1992 NOV 2 3 1992 Council Agenda Item No. 2J TO: Mayor and Members of the City Council FROM: Timothy Riley, Fire Chief e - 2- 1?62 (13) SUBJECT: Approval of the Schematic Design Phase and Authorization to Proceed with the Design Development Phase of the Balboa Island Fire Station Project. RECOMMENDATIONS: That the City Council, by motion, accept the preliminary structural and site utilization plans developed for the construction of the new fire station with public resawm facilities on Balboa Island and authorize the City Manager to sign a work authorization instructing the Architect to proceed with the Design Development Phase of the project. DISCUSSION: As required by Chapter II, Paragraph C of the Agreement for Architectural Services between the City of Newport Beach (CITY) and James Karl Robinson AIA INC. (ARCHITECT), the Schematic Design Phase of the design of the Balboa Island Fire Station shall be approved by the City Council prior to proceeding to the Design Development Phase. The ARCHITECT has prepared an artists rendering of the fire station, a conceptual site plan, a roof plan, elevations, and floor plans based upon meetings with City representatives and members of the community. These items depict a new building described as follows: ► a four thousand, four hundred and fifty -four (4,454) square feet designed to accommodate two pieces of modem fire apparatus and four personnel per day ► construction to be primarily wood frame with plaster exterior • enclosed off - street parking for three (3) employee vehicles per day • two public restrooms that may be accessed from the fire station exterior Once the City Council has approved the Schematic Design Phase of the project, the City Manager shall prepare and send the ARCHITECT a letter of acceptance and authorization to proceed with the Design Development Phase (see attachment). During this phase, the ARCHITECT shall prepare design development documents consisting of drawings and specifications that depict the size and character of the project in terms of architectural, structural, mechanical and electrical systems, basic materials and on -site improvements. The ARCHITECT shall be given 60 days to complete this phase with an additional 30 days allotted for City Council review and approval. (3_�) r z942 WORK AUTHORIZATION FOR DESIGN AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE BALBOA ISLAND FIRE STATION NEWPORT BEACH, CALIFORNIA TO: JAMES KARL ROBINSON, A.I.A., INC. 151 Kalmus Drive, F -5 Costa Mesa, California 92626 FROM: CITY OF NEWPORT BEACH 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659 -1768 You are hereby instructed that the Schematic Design Phase of the Project has-been completed in accordance with the terms of the Agreement and you are authorized to proceed with the Design Development Phase, which shall be completed in 45 days from the date of execution of this Authorization to proceed. 17 Z r 6eif y o f Newport Beach /Title Cl Date rincipal Architect November 16,1992 o Title Date v' CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 6443005 TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: July 27, 1992 SUBJECT: Contract No. C- 2862(B) C97 ;1� -?"ate 7- z7 -9z Description of Contract Architectural Services for Balboa Island Fire Station Effective date of Contract July 17, 1992 Authorized by Minute Action, approved on July 13, 1992 Contract with James Karl Robinson, A.I.A., Inc. Address 151 Kalmos Drive, F -5 Costa Mesa, CA 92626 Amount of Contract (See Agreement) Wanda E. Raggio City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach A r • • 6 TO: Mayor and Members of the City Council FROM: Timothy Riley, Fire Chief SUBJECT: Balboa Island fire Station Architectural Contract RECOMMENDATIONS: July 13, 1992 Council Agenda Item No. 10 1. Terminate the existing professional services agreement for architectural services for the Balboa Island Fire Station between the City and James Karl Robinson, A.I.A. Inc. 2. Approve a revised professional services agreement with James Karl Robinson, A.I.A. Inc. as architect for the proposed new Balboa Island Fire Station for a fee of $60,000.00. 3. Authorize the Mayor and City Clerk to execute the agreement. DISCUSSION: On May 20, 1991, the City Council entered into an agreement with lames Karl Robinson, A.I.A., Inc. to provide architectural service for the new Balboa Island Fire Station. As required by the contract, Mr. Robinson submitted a schematic design, including an artist rendering of the proposed station, a site and floor utilization plan, and a construction cost estimate. On March 9, 1992, the City Council approved the Schematic Design Phase and instructed the architect to proceed with the next phase of the contract, the Design Development Phase. As you may recall, many residents expressed concern over the size of the facility and the inclusion of public restrooms. Since that time, there have been numerous meetings between City staff and representatives of the community on the design and function of the fire station. As a result, we radically changed the design concept to meet the desires of the community while still meeting the needs of the Fire Department. This change has negated the previous work performed by the architect. In essence, we have started over from scratch. Therefore, we need to change the contract to reflect the new design concept and compensation for the new work to be performed by the architect. The new contract closely approximates the original in describing the scope of the work to be performed as well as the compensation for each phase of the project. It differs only by the design concept. The parameters for design have been changed from a 6,100 square foot facility housing five firefighters and two pieces of fire apparatus to a 4,500 square foot facility housing four firefighters and two pieces of fire apparatus. Mr. Robinson has been fully compensated for services rendered to date and is waiting until a revised agreement has been approved prior to proceeding with the new design concept work. Y ' 1 Balboa Island Fire Station Architectural Contract • Page 2 The 1992 -93 budget contains an appropriation of $1,150,000 from the General Fund to rebuild the Balboa Island Fire Station. This figure was taken from the construction cost estimate based upon the original 5,400 square foot design. Since the size of the new design is closer to 4,500 square feet, it is anticipated that the new cost estimate will be closer to one million dollars. This savings, due to the reduction in size, will more than offset the cost for the additional architectural services. C] • • AGREEMENT FOR ARCHITECTURAL SERVICES This Agreement for Architectural Services, dated the day of 1992, for purposes of identification, between the City of N ort Beach ( "City ") and James Karl Robinson, A.I.A., Inc. ( "Architect ") is made with reference to the following: 1. On May 20, 1991, City and Architect entered into an agreement ( 111991 Agreement ") for the design of a new Fire Station on Balboa Island ( "Station "). 2. Architect performed all of the services required by the schematic design phase of the 1991 Agreement and 75% of the services to be performed pursuant to the design development phase of that Agreement. 3. Architect has been fully compensated for his services pursuant to the 1991 Agreement. 4. Because of public input and comment, City has changed the design concept for the Station such that work performed by Architect pursuant to the 1991 Agreement is not useful in formulating the new design of the Station. 5. The parties wish to terminate the 1991 Agreement and approve a new agreement authorizing Architect to proceed with design of the Station in accordance with the new concept. NOW, THEREFORE City and Architect agree as follows: I PROJECT CONSTRAINTS AND CONSIDERATIONS This section describes the Station the City wants ARCHITECT to design, and some of the constraints, including budgetary considerations, on Station design. The provisions of this section shall guide the Parties in their dealings, in 1 resolving disputes, and shall control in the event of any conflict with any other provisions of this Agreement. A. CITY intends to build the Station on a 4,500 square foot parcel of real property located on the southeast corner of the intersection of Marine Street and Park Avenue on Balboa Island ( "Station Site "). The Station Site was formerly used as a service station and the design of the new station must take into consideration, and accommodate, remediation procedures and facilities (monitoring wells, impermeable liners) required by state and county agencies. following: B. The Station to be designed by ARCHITECT includes the 1. The construction of a two -story building of approximately 4,500 square feet with parking for firefighting apparatus and vehicles owned by station personnel. 2. Design of site improvements including drainage, grading, utilities and landscaping. 3. Interior design and specifications for sleeping quarters, kitchen facilities and other living quarters associated with the fire station. C. CITY has allocated $1,057,000 ( "Budget ") for construction of the Station. The Budget includes, without limitation, construction costs, architectural fees, engineering and consulting fees, and all other costs associated with the Station. The Budget represents the maximum amount of money the CITY presently intends to spend on the Station and ARCHITECT believes the funds allocated are adequate to fund anticipated costs assuming a construction contract is awarded on or before February 1, 1993. ARCHITECT shall design the Station so that construction costs do not exceed the Budget. ARCHITECT shall receive no additional compensation for any work required to redesign the Station, or revise appropriate drawings, to bring cost estimates or bids into OA F-1 conformance with the Budget. 0 D. The City Council may, during the course of this Agreement, increase the Budget to reflect changes in area wide construction costs, consulting fees or related expenses. The CITY is under no obligation to increase the Budget at any time with the exception of the date on which bids are opened as specified in Section II. II ARCHITECTIB BERVICES A. Basic Services ARCHITECT's basic services, including those performed by consultants, consist of the duties described in this section, including, normal civil, structural, mechanical, electrical and acoustical engineering services, lighting design services, landscape architecture, interior design services, on grade parking design, and such other services as are necessary to design, develop working drawings for, and administer construction of, the Station. B. Schematic Design Phase The primary purpose of the Schematic Design Phase is to produce preliminary structural and site utilization plans that are consistent with the Station and the Budget. ARCHITECT shall perform the following services during this phase: 1. ARCHITECT shall meet, as often as necessary, with CITY to determine basic Station requirements and discuss preliminary site utilization plans. 2. Architect shall prepare and submit to CITY, for review and comment, a conceptual site plan, roof plan, elevations, floor plans showing furniture as well as an analysis of the Station and construction budget, each in terms of the other, and an evaluation of alternative approaches to design and construction of the Station that could ensure compliance with the Budget. 9 3. ARCHITECT shall then prepare, for approval by the City Council, schematic design documents consisting of drawings and /or models illustrating the scale and relationship of Station components, all consistent with direction given by CITY after review of the Conceptual Site Plan. 4. ARCHITECT shall submit a preliminary estimate of the cost of constructing the Station represented by the schematic design documents. C. Design Development Phase Assuming approval by the City Council of the schematic design documents, and upon issuance of a work authorization (sample form attached as Exhibit A), ARCHITECT shall prepare design development documents consisting of drawings and specifications that depict the size and character of the Station in terms of architectural, structural, mechanical and electrical systems, basic materials, and on -site improvements. Documents to be prepared shall include, without limitation, a site plan, floor plan, roof plan, exterior elevations, building sections, wall sections, outline specifications, and rendering. ARCHITECT shall also prepare, and submit to CITY, a detailed estimate of construction costs. ARCHITECT shall also prepare a rendering, with a pen and ink base and finished in color, depicting the proposed Station. D. Construction Documents Phase The purpose of the Construction Documents Phase is to prepare working drawings to be submitted in conjunction with a notice inviting bids and to revise these documents as necessary to conform the Station to the Budget. The Construction Documents Phase will commence upon City Council approval of the design development documents and approval of a written authorization to proceed with the work. ARCHITECT shall perform the following services during this phase: 1. Advise CITY of any adjustments to previous 4 estimates of constructions costs including those resulting from a general increase in the cost of labor or material. 2. Based upon approved design development documents, prepare construction documents consisting of drawings and specifications setting forth, in detail, all requirements for construction of the Station. 3. Assist CITY in the preparation of necessary bidding information, bidding forms, contracts, specifications and other documents associated with the notice inviting bids. 4. Assist CITY in obtaining proposals from contractors, participate in a pre -bid conference with interested general and sub - contractors, respond to inquiries from general and sub - contractors and prepare any required addenda to the construction documents, and assist CITY in the review and evaluation of bids. 5. In the event the lowest responsible bid for construction of the Station, when combined with other fees, costs and expenses, exceeds the Budget, ARCHITECT shall revise the construction documents as many times as necessary to secure a bid consistent with the Budget. For purposes of this sub - paragraph, the Budget shall be changed to reflect any increases or decreases in the Current Construction Cost Index (published in the Engineering News - Record) from the date of this Agreement to the date on which bids are opened. (For example, if the construction cost index increases 5% between the date of this Agreement and bid opening, Budget shall be $1,109,850.) ARCHITECT shall receive no additional fee or compensation for services performed in conjunction with the revision or revisions required by this sub- paragraph. CITY shall cooperate with ARCHITECT in efforts to adjust the scope and /or quality of construction to conform the cost to the Budget. E. Construction Phase In the event the City Council awards a contract for construction of the Station and has approved a written work G� 0 authorization for ARCHITECT to perform construction administration duties, ARCHITECT shall do the following: 1. Visit the new Fire Station site at intervals appropriate to the stage of construction or as otherwise agreed by the CITY and ARCHITECT, in writing, to become generally familiar with the progress and quality of the work and to determine if the work is being performed in accordance with contract documents. ARCHITECT shall not be required to make exhaustive or continuous on -site inspections to assess the quality or quantity of work and shall not be responsible for the contractor's failure to carry out the work in accordance with contract documents. 2. ARCHITECT shall provide regular reports regarding the progress of construction and the quality of work and advise CITY of any defects and deficiencies in the quality of contractor's work. 3. Review and make recommendations regarding proposals for the substitution of materials and equipment. 4. Review and certify amounts due contractor based upon ARCHITECT's observations and the evaluation of applications for payment. 5. Preparation of change order requests, including all drawings or specifications necessary to describe the work to be added, deleted or modified. 6. Prepare "record" drawings based upon change orders and addenda to the extent approved by the CITY and incorporated into the construction of the Station. 7. Assist CITY in obtaining proposals from, and in the selection of, certain consultants to be utilized during construction of the Station. III CITY RESPONSIBILITIES CITY shall provide or has provided, at its sole cost and expense, the information, assistance, surveys and reports described in this section: [.1 0 A. Full information regarding Station requirements, including the Budget and any amendments, as well as special design, systems, or site criteria or constraints not specified in this Agreement. B. CITY representative(s) with authority to make appropriate decisions and give required direction to ARCHITECT during the design phases and to assist in complying with any administrative procedures required by law. CITY representative (s) shall review materials submitted by ARCHITECT and render decisions as soon as reasonably possible. CITY representatives shall be authorized to bind the CITY except when this Agreement requires City Council approval. C. Topographic survey of the site giving, as applicable, grades and lines of streets, pavements and adjoining property, rights of way, restrictions, easements, utilities, site plans, boundaries, contours, dimensions, and other data necessary or appropriate to facilitate design of the Station. D. Preliminary and final soil report including test borings, soil classification, soil bearing values, percolation tests, evaluations of hazardous materials, if any, and other data necessary to define subsoil conditions and bearing values for foundations. E. Project management during the Construction Phase including detailed structural, mechanical, pollution, hazardous material and other laboratory and environmental tests, inspections and reports required by the contract documents or any provision of law. F. The consultants retained by CITY to prepare the topographic survey and soil report shall be approved by ARCHITECT. 7 G. ARCHITECT shall be entitled to rely upon the accuracy of all services, information, surveys and reports furnished by CITY. IV A. Architectural Services 1. ARCHITECT shall be compensated for services performed pursuant to this Agreement according to the following schedule: (a) Upon execution of the Agreement, $3,000. (b) Upon completion of Schematic Design Phase $9,000. (c) Upon completion of Design Development Phase $12,000. (d) Upon completion of Construction Documents Phase $30,000. (e) Upon completion of Construction $6,000. 2. The total amount paid to ARCHITECT pursuant to this Agreement, exclusive of compensation for additional services or reimbursable expenses, shall not exceed $60,000. B. Time of Payment CITY shall pay sums due ARCHITECT within thirty days after receipt of appropriate invoices, provided, however, ARCHITECT shall not receive compensation in excess of 75% of the total amount due upon completion of any phase until satisfaction of conditions precedent to full payment (the completion of the Schematic Design, Design Development and Construction Document Phases) . Compensation due during the Construction Administration Phase shall be paid in equal monthly installments commencing thirty (30) days after construction begins. a C. Reimbursable Expenses Reimbursable expenses are actual costs incurred by ARCHITECT outside of normal expenses associated with the performance of basic or additional services. Reimbursable expenses include, by way of illustration, costs actually incurred by ARCHITECT for travel, meals and lodging, long distance communications, reproductions, posters, photography and messenger services, and the production of models and mock -ups (exclusive of the rendering required pursuant to Section II) provided however, reimbursable expenses shall be incurred only when pre- approved by the CITY pursuant to a properly executed work authorization. Reimbursable expenses shall be paid within thirty (30) days after receipt of an invoice and appropriate supporting documentation. V OWNERSHIP OF DRAWINGS All drawings, specifications, renderings, plans, models and material prepared by ARCHITECT pursuant to the terms of this Agreement shall, upon payment of all fees to which ARCHITECT is entitled, become the property of the CITY. ARCHITECT shall have the right to reproduce and use all documents and material prepared pursuant to this Agreement. CITY shall defend, indemnify and hold ARCHITECT harmless from and against any loss, damage, claim or lawsuit that is in any way related to the use of documents prepared by ARCHITECT pursuant to this Agreement by any person or entity other than CITY unless ARCHITECT has given prior written consent to such use. VI TERMINATION AND SUSPENSION A. Suspension CITY shall have the right to require ARCHITECT to suspend or defer performance of services pursuant to this Agreement. The date of the suspension shall commence upon service 0 • • of written notice of CITY 's intention to suspend. In the event the suspension of ARCHITECT's services extends for a period of thirty or more consecutive days, ARCHITECT shall be paid compensation then due, and, in the event the suspension occurs prior to the completion of any phase, ARCHITECT shall be entitled to compensation for that phase based upon the percentage of work completed. In determining the percentage of work completed, CITY shall consider, but not be bound by, the ratio between compensation due ARCHITECT upon completion of that phase and an amount equal to the hours worked multiplied by the rate for additional services specified in Section VII B. B. City's Right of Termination /Compensation CITY shall have the right to terminate this Agreement under the following circumstances: 1. At the conclusion of the Schematic Design Phase, Design Development Phase or Construction Documents Phase, if the estimated construction costs or, as appropriate, competitive bids, exceed the Budget and CITY, in its sole discretion, determines that any reduction to, or revision in, the Station is either unlikely to bring construction costs into conformance with the Budget or will render the Station unsuitable for its needs. 2. Without cause by giving ARCHITECT ten (10) days written notice of its intention to terminate. 3. Upon written notice of its intention to terminate in the event ARCHITECT fails to substantially perform in accordance with the Agreement and fails to cure the default(s) within twenty (20) days after service of written notice of intention to terminate or, in the event twenty (20) days is inadequate to cure the default(s), within the time reasonably necessary to cure the default(s). 4. In the event of termination pursuant to the provisions of B.1., ARCHITECT shall be entitled only to compensation otherwise due at the conclusion of that phase. If this Agreement is terminated by CITY pursuant to B.2. or B.3., 10 ARCHITECT shall be entitled to compensation based upon percentage of work completed multiplied by full compensation (for that phase) to which ARCHITECT would be entitled upon conclusion of the phase. In determining the percentage of work completed, the CITY shall consider, but not be bound by, the relationship between full compensation due ARCHITECT for that phase and an amount equal to the hours worked multiplied by the rate for services specified in Section VII B. C. Architect's Right of Termination /Compensation ARCHITECT shall have the right to terminate this Agreement only in the following circumstances: 1. If the CITY fails to make any payment required by this Agreement and remains in default for twenty (20) days after ARCHITECT has served written notice of the breach and a demand to cure the default. 2. If the CITY, in writing or by conduct, expresses the intention to abandon the Station. 3. In the event ARCHITECT terminates the Agreement pursuant to this sub - section, ARCHITECT shall be entitled to compensation for the phase during which termination occurred based upon the percentage of work completed. In determining the compensation due ARCHITECT, the CITY shall consider, but not be bound by, the relationship between compensation due ARCHITECT upon completion of the phase and an amount equal to the hours worked multiplied by the rate for services specified in Section 7.B. VII ADDITIONAL SERVICES A. The CITY may wish to employ ARCHITECT and /or consultants for services other than those specified in Section II (Additional Services) . ARCHITECT shall not perform additional services nor receive additional compensation except to the extent CITY has provided written authorization to ARCHITECT prior to the performance of services. City Council approval is required prior 11 • 0 to the performance of additional services when anticipated additional compensation exceeds $10,000. B. Compensation for additional services shall be billed at the rate specified in this section, or at a fixed price determined by separate written agreement signed by CITY and ARCHITECT. The schedule of hourly rates for ARCHITECT, employees and consultants is as follows: PRINCIPAL ARCHITECT $95.00 DESIGNER DRAFTPERSON SPECIFICATION WRITER CLERICAL CONSULTANTS VIII $75.00 $45.00 $45.00 $25.00 Invoice + 10% PROJECT SCHEDULE AND TERM A. Tentative Schedule CITY and ARCHITECT have developed a tentative schedule for the completion of the various phases of this Project. This schedule represents a reasonable estimation of the time necessary to complete each phase assuming related events are resolved as anticipated and no unusual difficulties arise. However, the Parties acknowledge that unanticipated events could result in delay. B. Best Efforts CITY and ARCHITECT agrees their respective best efforts to conform with the following Project Schedule: 1. Schematic Design Phase - 90 days for submittal of documents plus 30 days for City Council review. 2. Design Development Phase - 60 days from date notice is given to proceed plus 30 days for City Council review of documents. 12 • r 3. Construction Document Phase - 90 days from written authorization to proceed plus 30 days for City Council review and approval. 4. Construction Phase - 240 days commencing on the date the City Council awards the contract. C. Term The term of this Agreement shall commence on the date of execution by the Mayor of the City of Newport Beach and shall continue in full force and effect, unless terminated, until the Station is complete or January 1, 1994, whichever shall first occur. VIV INDEMNIFICATION AND INSURANCE A. Indemnification ARCHITECT shall indemnify, defend and hold harmless, CITY, its officers, employees, boards and commissions from and against any and all loss, liability, damage, injury, claims or litigation arising out of the negligent acts or omissions of ARCHITECT in the performance of design and architectural services pursuant to this Agreement. B. Insurance ARCHITECT shall provide insurance to ensure performance of the indemnification obligation specified in this Section. All policies of insurance shall contain a provision that CITY receive, in writing at least thirty (30) days notice of insurer's intention to cancel or materially alter the terms of any policy submitted by ARCHITECT in compliance with this Section. The City of Newport Beach, and its officers, employees, boards and commissions shall be named as additional insureds. All required insurance policies shall be maintained in full force and effect during the term of this Agreement and at ARCHITECT's sole cost and expense. This Agreement shall not become effective until ARCHITECT 13 submits evidence of required insurance by filing appropriate certificates and /or endorsements with the City Clerk. ARCHITECT shall provide insurance with minimum coverage of $500,000 per claim and in the aggregate. E RECORDS CITY shall have the right to inspect, upon reasonable notice and during regular business hours, records prepared or maintained by ARCHITECT pertaining to the station including, without limitation, timesheets, consultant invoices, receipts reflecting reimbursable expenses and similar documents. Records relating to compensation for services and reimbursable expenses shall be maintained and prepared in accordance with generally accepted standards. XI ARCHITECT may utilize consultants to perform some of the services required by this Agreement. ARCHITECT shall obtain prior written approval of CITY prior to selection of any consultant. All services performed by ARCHITECT, or consultants retained by ARCHITECT, shall be performed by persons who are experienced and skilled in their profession and shall be performed in accordance with generally accepted professional standards of competence. XII A. Mediation Claims, disputes or other matters in question between the Parties and arising out of, or relating to, this Agreement or a breach of this Agreement shall be subject to mediation under the auspices of a recognized, neutral third party professional mediation service or other mediation method acceptable to both Parties. Mediation shall occur prior to arbitration. The 14 cost of any mediation service shall be borne equally by the Parties. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. B. Arbitration In the event, claim, dispute or other matter in question between the Parties is not resolved through mediation, the matter may be decided by arbitration in accordance with the construction industry arbitration rules of the American Arbitration Association. Notice of demand for arbitration shall be filed in writing with the other Party and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. in no event shall the demand for arbitration be made after the date when institutional, legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law. BIII A. Assignment This Agreement is for professional services and may not be assigned by ARCHITECT without prior written consent of CITY. Any purported assignment without CITY's prior written consent shall be null and void. B. Notices All notices given or required to be given pursuant to this Agreement shall be in writing and shall be deemed given when personally delivered or deposited in the U.S. mail, first class postage prepaid, and addressed as follows: 15 0 n TO CITY: City Manager City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, California 92659 -1768 TO ARCHITECT: James Karl Robinson, AIA, Inc. 151 kalmos Drive, F -5 Costa Mesa, California 92626 C. Independent Contractor ARCHITECT, the performance of services pursuant to this Agreement, is an Independent Contractor. CITY shall not have the right to control the method or means of performing the services required by this Agreement except to the extent the services must be performed in a professionally competent manner. D. Entire Agreement This Agreement represents the entire and integrated Agreement between CITY and ARCHITECT and supersedes all prior negotiations, representations or agreements, written or oral including, without limitation, the 1991 Agreement: This Agreement may be amended only by a written instrument signed by both CITY and ARCHITECT. Date: Date: CITY OF NEWPORT BEACH, a Municipal Corporation By T_ 1..t"ert ARCHITECT JAMES KARL ROBINSON, AIA, INC. By • APP ED AS TO FORM: e-Lo - - -' o ert H. Burnham, City Attorney ATTEST: � � 1 Wanda Raggio, Cif Clerk kr\firesta.agt \6 -18 -92 TO: 0 WORK AUTHORIZATION FOR DESIGN AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE BALBOA ISLAND FIRE STATION NEWPORT BEACH, CALIFORNIA JAMES KARL ROBINSONr A.I.A.l INC. 151 Kalmus Drive, F -5 Costa Mesa, California 92626 FROM: CITY OF NEWPORT BEACH 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92659 -1768 You are hereby instructed that the Phase of the Project has been completed in accordance with the terms of the Agreement and you are authorized to proceed with the Phase, which shall be completed in days from the date of execution of this Authorization to proceed. For City of Newport Beach Title For Architect Title EXHIBIT "Au 01K Date Date • 9 CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 644 -3005 Ce7y x-15 4�c k TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: May 23, 1991 SUBJECT: Contract No. C- 2862(B) Description of Contract Architectural Services for Balboa Island Fire Station Effective date of Contract May 20, 1991 Authorized by Minute Action, approved on May 13, 1991 Contract with James Karl Robinson ALA Inc. Address 2990 Redhill Avenue Costa Mesa, CA 92626 Amount of Contract (See Agreement) " 6e 4e Wanda E. Reggio City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach 0 MAY 1 3 1991 TO: MAYOR AND CITY COUNCIL 40 May 13, 1991 CITY COUNCIL AGENDA ITEM NO. F -3b FROM: Public Works Department and Fire Department ) SUBJECT: PROPOSED NEW BALBOA ISLAND FIRE STATION c RECOMMENDATIONS: 1. Approve a professional services agreement with James Karl Robinson, A.I.A. Inc. as architect for the proposed new Balboa Island Fire Station for a fee of $60,000.00 2. Authorize the Mayor and City Clerk to execute the agreement. DISCUSSION: • The 1990 -91 budget contains an appropriation of $1,057,000 from the General Fund to rebuild the Balboa Island Fire Station. It is now planned to acquire two vacant lots previously occupied by the Unocal service station at the southeasterly corner of Marine Avenue and Park Avenue as the site for a new fire station. A number of architectural firms were invited to submit statements of qualifications to provide design services. After the firms had been interviewed, James K. Robinson, A.I.A., Inc. was invited to submit a proposal to design the new fire station. Mr. Robinson was the architect for the Newport Center police station. The project budget is $1,057,000, as follows: Building and site development $ 837,000 Site survey and soils report 10,000 Testing and inspection services 30,000 Furniture, fixtures and equipment allowance, (but not including fire apparatus) 80,000 - Design fees 60,000 Contingencies (5% x $800,000) 40.000 Total budget estimate $ 1,057,000 • • • Subject: Proposed New Balboa Island Fire Station May 13, 1991 Page 2 It is estimated that preparation of plans and approvals will require eight months; construction will require twelve months; and post - construction will require two months. No work will begin until the City has received clearance from the Orange County Health Department, therefore, the earliest estimated date of occupancy will be December, 1992. �2a Benjamin B. Nolan Public Works Director BBN /JMR /sec ames Reed ire Chief AGREEMENT FOR ARCHITECTURAL SERVICES Z This is an Agreement, dated the aeztp� ,day of 19& for purposes of identification, between the CITY OF NEWPORT BEACH ( "CITY ") and JAMES KARL ROBINSON AIA INC. ( "ARCHITECT ") for architectural services. CITY is retaining jARCHITECT to design a new Fire Station on Balboa Island. CITY and ARCHITECT agree as follows: I PROJECT CONSTRAINTS AND CONSIDERATIONS This section describes the Project the City wants ARCHITECT to design, and some of the constraints, including budgetary considerations, associated with the Project. The provisions of this section shall guide the Parties in their dealings, in resolving disputes, and shall control in the event of any conflict with any other provisions of this Agreement. A. CITY intends to build a new Fire Station on a 4,500 square foot parcel of real property located on the southeast corner of the intersection of Marine Street and Park Avenue on Balboa Island ( "Fire Station Site "). The Fire Station Site was formerly used as a service station and the design of the new Fire Station must take into consideration, and accommodate, remediation procedures and facilities (monitoring wells, impermeable liners) required by state and county agencies. The design of the new Fire Station must minimize potential conflicts with adjacent residential properties and accommodate the heavy pedestrian and vehicular traffic in the area. B. The new Balboa Island Fire Station to be designed by ARCHITECT includes the following: 1. The construction of a two -story building of approximately 6,100 square feet with parking for firefighting apparatus and five parking spaces (four enclosed and one unenclosed) for vehicles owned by station personnel. 2. Design of site improvements including parking, 'drainage, grading, utilities and landscaping. 01 0 • 3. Interior design and specifications for sleeping quarters, kitchen facilities and other living area typically associated with a Fire Station. C. CITY has allocated $l,000,000 ( "Budget ") for construction of the Project. The Budget includes, without limitation, construction costs, architectural fees, engineering and consulting fees, and all other costs associated with the Project. The Budget represents the maximum amount of money the CITY presently intends to spend on the Project and ARCHITECT believes the funds allocated are adequate to fund anticipated costs assuming construction commences on or before June 1, 1991. ARCHITECT shall design the Project so that construction costs do not exceed the Budget. ARCHITECT shall receive no additional compensation for any work required to redesign the Project, or revise appropriate drawings, to bring cost estimates or bids into conformance with the Budget. D. The City Council may, during the course of this Agreement, increase the Budget to reflect changes in area wide construction costs, consulting fees or related expenses. The CITY is under no obligation to increase the Budget at any time with the exception of the date on which bids are opened as specified in Section II. II ARCHITECT'S SERVICES A. Basic Services ARCHITECT's basic services, including those performed by consultants, consist of the duties described in this section, including, normal civil, structural, mechanical, electrical and acoustical engineering services, lighting design services, landscape architecture, interior design services, on grade parking design, and such other services as are necessary to design, develop working drawings for, and administer construction of, the Project. 2 B. Schematic Design Phase The primary purpose of the Schematic Design Phase is to produce preliminary structural and site utilization plans that are consistent with the Project and the Budget. ARCHITECT shall perform the following services during this phase: 1. ARCHITECT shall meet, as often as necessary, with CITY to determine basic Project requirements and discuss preliminary site utilization plans. 2. Architect shall prepare and submit to CITY, for review and comment, a conceptual site plan, roof plan, elevations, floor plans showing furniture as well as an analysis of the Project and construction budget, each in terms of the other, and an ?valuation of alternative approaches to design and construction of the Project that could ensure compliance with the Budget. 3. ARCHITECT shall then prepare, for approval by the City Council, schematic design documents consisting of drawings and /or models illustrating the scale and relationship of Project components, all consistent with direction given by CITY after review of the Conceptual Site Plan. 4. ARCHITECT shall submit a preliminary estimate of the cost of constructing the Project represented by the schematic design documents. C. Design Development Phase Assuming approval by the City Council of the schematic design documents, and upon issuance of a work authorization (sample form attached as Exhibit A), ARCHITECT shall prepare design development documents consisting of drawings and specifications that depict the size and character of the Project in terms of architectural, structural, mechanical and electrical systems, basic materials, and onsite improvements. Documents to be prepared shall include, without limitation, a site plan, floor plan, roof plan, exterior elevations, building sections, wall sections, outline specifications, and rendering. ARCHITECT shall also prepare, and submit to CITY, a detailed estimate of construction costs. ARCHITECT shall also prepare a rendering, with 3 J • r A pen and ink base and finished in color, depicting the proposed Project. E. Construction Documents Phase The purpose of the Construction Documents Phase is to prepare working drawings to be submitted in conjunction with a notice inviting bids and to revise these documents as necessary to conform the Project to the Budget. The Construction Documents Phase will commence upon City Council approval of the design development documents and approval of a written authorization to proceed with the work. ARCHITECT shall perform the following services during this phase: 1. Advise CITY of any adjustments to previous estimates of constructions costs including those resulting from a general increase in the cost of labor or material. 2. Based upon approved design development documents, prepare construction documents consisting of drawings i and specifications setting forth, in detail, all requirements for construction of the Project. 3. Assist CITY in the preparation of necessary bidding information, bidding forms, contracts, specifications and other documents associated with the notice inviting bids. 4. Assist CITY in obtaining proposals from contractors, participate in a pre -bid conference with interested general and sub - contractors, respond to inquiries from general and sub - contractors and prepare any required addenda to the construction documents, and assist CITY in the review and evaluation of bids. 5. In the event the lowest responsible bid for construction of the Project, when combined with other fees, costs and expenses, exceeds the Budget, ARCHITECT shall revise the construction documents as many times as necessary to secure a bid consistent with the Budget. For purposes of this sub - paragraph, the Budget shall be changed to reflect any increases or decreases in the Current Construction Cost Index (published in the Engineering News- Record) from the date of this Agreement to the 4 date on which bids are opened. (For example, if the construction cost index increases 5% between the date of this Agreement and bid opening, Budget shall be $1,050,000.) ARCHITECT shall receive no additional fee or compensation for services performed in conjunction with the revision or revisions required by this sub- paragraph. CITY shall cooperate with ARCHITECT in efforts to adjust the scope and /or quality of construction to conform the cost to the Budget. F. Construction Phase In the event the City Council awards a contract for construction of the Project and has approved a written work authorization for ARCHITECT to perform construction administration duties, ARCHITECT shall do the following: i 1. Visit the new Fire Station site at intervals appropriate to the stage of construction or as otherwise agreed by the CITY and ARCHITECT, in writing, to become generally familiar with the progress and quality of the work and to determine if the work is being performed in accordance with contract documents. ARCHITECT shall not be required to make exhaustive or continuous onsite inspections to assess the quality or quantity of work and shall not be responsible for the contractor's failure to carry out the work in accordance with contract documents. 2. ARCHITECT shall provide regular reports regarding the progress of construction and the quality of work and advise CITY of any defects and deficiencies in the quality of contractor's work. 3. Review and make recommendations regarding proposals for the substitution of materials and equipment. 4. Review and certify amounts due contractor based i' upon ARCHITECT's observations and the evaluation of applications for payment. 5. Preparation of change order requests, including all drawings or specifications necessary to describe the work to be added, deleted or modified. 6. Prepare "record" drawings based upon change 5 orders and addenda to the extent approved by the CITY and incorporated into the construction of the Project. 7. Assist CITY in obtaining proposals from, and in the selection of, certain consultants to be utilized during construction of the Project. III CITY RESPONSIBILITIES CITY shall, at its sole cost and expense, provide the information, assistance, surveys and reports described in this section. ARCHITECT shall be entitled to rely upon the accuracy of all services, information, surveys and reports furnished by CITY. A. Full information regarding Project requirements, including the Budget and any amendments, as well as special design, systems, or site criteria or constraints not specified in this Agreement. B. CITY representative(s) with authority to make appropriate decisions and give required direction to ARCHITECT during the design phases and to assist in complying with any administrative procedures required by law. CITY representative (s) shall review materials submitted by ARCHITECT and render decisions as soon as reasonably possible. CITY representatives shall be huthorized to bind the CITY except when this Agreement requires City Council approval. C. Topographic survey of the site giving, as applicable, grades and lines of streets, pavements and adjoining property, rights of way, restrictions, easements, utilities, site plans, boundaries, contours, dimensions, and other data necessary or appropriate to facilitate design of the Project. D. Preliminary and final soil report including test borings, soil classification, soil bearing values, percolation tests, evaluations of hazardous materials, if any, and other data necessary to define subsoil conditions and bearing values for foundations. E. Project management during the Construction 0 Phase including detailed structural, mechanical, pollution, hazardous material and other laboratory and environmental tests, inspections and reports required by the contract documents or any provision of law. F. The consultants retained by CITY to prepare the topographic survey and soil report shall be approved by ARCHITECT. h WA A. Architectural Services 1. ARCHITECT shall be compensated for services performed pursuant to this Agreement according to the following schedule: (a) Upon execution of the Agreement - $3,000. (b) Upon completion of Schematic Design Phase - $9,000. (c) Upon completion of Design Development Phase - $12,000. (d) Upon completion of Construction Documents Phase - $30,000. (e) Upon completion of Construction - $6,000. 2. The total amount paid to ARCHITECT pursuant to this Agreement, exclusive of compensation for additional services or reimbursable expenses, shall not exceed $60,000. B. Time of Payment CITY shall pay sums due ARCHITECT within thirty days after receipt of appropriate invoices, provided, however, ARCHITECT shall not receive compensation in excess of 75% of the total amount due upon completion of any phase until satisfaction of conditions precedent to full payment (the execution of this Agreement and completion of the Schematic Design, Design Development and Construction Document Phases). Compensation due during the Construction Administration Phase shall be paid in equal monthly installments commencing thirty (30) days after construction begins. 7 C. Reimbursable Expenses Reimbursable expenses are actual costs incurred by ARCHITECT outside of normal expenses associated with the performance of basic or additional services. Reimbursable expenses include, by way of illustration, costs actually incurred by ARCHITECT for travel, meals and lodging, long distance communications, reproductions, posters, photography and messenger services, and the production of models and mock -ups (exclusive of the rendering required pursuant to Section II) provided however, reimbursable expenses shall be incurred only when pre- approved by the CITY pursuant to a properly executed work authorization. Reimbursable expenses shall be paid within thirty (30) days after receipt of an invoice and appropriate supporting documentation. 17 OWNERSHIP OF DRAWINGS All drawings, specifications, renderings, plans, models and material prepared by ARCHITECT pursuant to the terms of this Agreement shall, upon payment of all fees to which ARCHITECT is entitled, become the property of the CITY. ARCHITECT shall have the right to reproduce and use all documents and material prepared pursuant to this Agreement. CITY shall defend, indemnify and hold ARCHITECT harmless from and against any loss, damage, claim or lawsuit that is in any way related to the use of documents prepared by ARCHITECT pursuant to this Agreement by any person or entity other than CITY unless ARCHITECT has given prior written consent to such use. VI TERMINATION AND SUSPENSION A. suspension CITY shall have the right to require ARCHITECT to suspend or defer performance of services pursuant to this Agreement. The date of the suspension shall commence upon service of written notice of CITY's intention to suspend. In the event the 8 1 . suspension of ARCHITECT's services extends for a period of thirty or more consecutive days, ARCHITECT shall be paid compensation then flue, and, in the event the suspension occurs prior to the completion of any phase, ARCHITECT shall be entitled to compensation for that phase based upon the percentage of work completed. In determining the percentage of work completed, CITY shall consider, but not be bound by, the ratio between compensation due ARCHITECT upon completion of that phase and an amount equal to the hours worked multiplied by the rate for additional services specified in Section VII B. B. City's Right of Termination /Compensation CITY shall have the right to terminate this Agreement under the following circumstances: 1. At the conclusion of the Schematic Design Phase, Design Development Phase or Construction Documents Phase, if the estimated construction costs or, as appropriate, competitive bids, exceed the Budget and CITY, in its sole discretion, determines that any reduction to, or revision in, the Project is either unlikely to bring construction costs into conformance with the Budget or will render the Project unsuitable for its needs. 2. Without cause by giving ARCHITECT ten (10) days written notice of its intention to terminate. 3. Upon written notice of its intention to terminate in the event ARCHITECT fails to substantially perform in accordance with the Agreement and fails to cure the default(s) within twenty (20) days after service of written notice of intention to terminate or, in the event twenty (20) days is inadequate to cure the default(s) , within the time reasonably necessary to cure the default(s). 4. In the event of termination pursuant to the provisions of B.1., ARCHITECT shall be entitled only to Compensation otherwise due at the conclusion of that phase. If this Agreement is terminated by CITY pursuant to B.2. or B.3., ARCHITECT shall be entitled to compensation based upon percentage of work completed multiplied by full compensation (for that phase) 0 to which ARCHITECT would be entitled upon conclusion of the phase. In determining the percentage of work completed, the CITY shall consider, but not be bound by, the relationship between full compensation due ARCHITECT for that phase and an amount equal to the hours worked multiplied by the rate for services specified in Section VII B. i C. Architect's Right of Termination /Compensation ARCHITECT shall have the right to terminate this Agreement only in the following circumstances: 1. If the CITY fails to make any payment required by this Agreement and remains in default for twenty (20) days after I ARCHITECT has served written notice of the breach and a demand to cure the default. 2. If the CITY, in writing or by conduct, expresses the intention to abandon the Project. 3. In the event ARCHITECT terminates the Agreement pursuant to this sub - section, ARCHITECT shall be entitled to compensation for the phase during which termination occurred based upon the percentage of work completed. In determining the compensation due ARCHITECT, the CITY shall consider, but not be bound by, the relationship between compensation due ARCHITECT upon completion of the phase and an amount equal to the hours worked multiplied by the rate for services specified in Section 7.B. VII ADDITIONAL SERVICES A. The CITY may wish to employ ARCHITECT and /or consultants for services other than those specified in Section II (Additional Services). ARCHITECT shall not perform additional services nor receive additional compensation except to the extent CITY has provided written authorization to ARCHITECT prior to the performance of services. City Council approval is required prior to the performance of additional services when anticipated additional compensation exceeds $10,000. 10 C C B. Compensation for additional services shall be billed at the rate specified in this section, or at a fixed price determined by separate written agreement signed by CITY and ARCHITECT. The schedule of hourly rates for ARCHITECT, employees and consultants is as follows: PRINCIPAL ARCHITECT $95.00 DESIGNER $75.00 DRAFTPERSON $45.00 SPECIFICATION WRITER $45.00 CLERICAL $25.00 CONSULTANTS Invoice + 10% VIII PROJECT SCHEDULE AND TERM A. Tentative Schedule CITY and ARCHITECT have developed a tentative schedule for the completion of the various phases of this Project. This schedule represents a reasonable estimation of the time necessary to complete each phase assuming related events are resolved as anticipated and no unusual difficulties arise. However, the Parties acknowledge that unanticipated events could result in delay. B. Best Efforts CITY and ARCHITECT agrees their respective best efforts to conform with the following Project Schedule: 1. Schematic Design Phase - 90 days for submittal of documents plus 30 days for City Council review. 2. Design Development Phase - 60 days from date notice is given to proceed plus 30 days for City Council review of documents. 3. Construction Document Phase - 90 days from written authorization to proceed plus 30 days for City Council review and approval. 11 0 E 0 4. Construction Phase - 240 days commencing on the date the City Council awards the contract. C. Term The term of this Agreement shall commence on the date of execution by the Mayor of the City of Newport Beach and shall continue in full force and effect, unless terminated, until the Project is complete or January 1, 1993, whichever shall first occur. VIV INDEMNIFICATION AND INSURANCE A. Indemnification ARCHITECT shall indemnify, defend and hold harmless, CITY, its officers, employees, boards and commissions from and against any and all loss, liability, damage, injury, claims or litigation arising out of the negligent acts or omissions of ARCHITECT in the performance of services pursuant to this Agreement. B. Insurance ARCHITECT shall provide insurance to ensure performance of the indemnification obligation specified in this Section. All policies of insurance shall contain a provision that CITY receive, in writing at least thirty (30) days notice of insurer's intention to cancel or materially alter the terms of any policy submitted by ARCHITECT in compliance with this Section. The City of Newport Beach, and its officers, employees, boards and commissions shall be named as additional insureds. All required insurance policies shall be maintained in full force and effect during the term of this Agreement and at ARCHITECT's sole cost and expense. This Agreement shall not become effective until ARCHITECT submits evidence of required insurance by filing appropriate certificates and /or endorsements with the City Clerk. ARCHITECT shall provide insurance with minimum coverage of $500,000 per claim and in the aggregate. 12 n X RECORDS CITY shall have the right to inspect, upon reasonable notice and during regular business hours, records prepared or maintained by ARCHITECT pertaining to the Project including, without limitation, timesheets, consultant invoices, receipts reflecting reimbursable expenses and similar documents. Records relating to compensation for services and reimbursable expenses shall be maintained and prepared in accordance with generally accepted standards. 0;44 ARCHITECT may utilize consultants to perform some of the services required by this Agreement. ARCHITECT shall obtain prior written approval of CITY prior to selection of any consultant. All services performed by ARCHITECT, or consultants retained by ARCHITECT, shall be performed by persons who are experienced and skilled in their profession and shall be performed in accordance with generally accepted professional standards of competence. SII ARBITRATION A. Mediation Claims, disputes or other matters in question between the Parties and arising out of, or relating to, this Agreement or a breach of this Agreement shall be subject to mediation under the auspices of a recognized, neutral third party professional mediation service or other mediation method acceptable to both Parties. Mediation shall occur prior to arbitration. The cost of any mediation service shall be borne equally by the Parties. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. 13 B. Arbitration In the event, claim, dispute or other matter in 'question between the Parties is not resolved through mediation, the matter shall be decided by arbitration in accordance with the construction industry arbitration rules of the American Arbitration Association. Notice of demand for arbitration shall be filed in writing with the other Party and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institutional, legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law. SIII MISCELLANEOUS A. Assignment This Agreement is for professional services and may not be assigned by ARCHITECT without prior written consent of CITY. Any purported assignment without CITY's prior written consent shall be null and void. B. Notices All notices given or required to be given pursuant to this Agreement shall be in writing and shall be deemed given when personally delivered or deposited in the U.S. mail, first class postage prepaid, and addressed as follows: TO CITY: City Manager City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, California 92659 -1768 TO ARCHITECT: James Karl Robinson, AIA, Inc. 2990 Redhill Avenue Costa Mesa, California 92626 14 • i C. Independent Contractor ARCHITECT, the performance of services pursuant to this Agreement, is an Independent Contractor. CITY shall not have the right to control the method or means of performing the services required by this Agreement except to the extent the services must ibe performed in a professionally competent manner. D. Entire Agreement This Agreement represents the entire and integrated Agreement between CITY and ARCHITECT and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may be amended only by a written instrument signed by both CITY and ARCHITECT. Date: p%O Date: APPROV AS; 7)0 FOP14: or i ATTEST: zr City Clerk FIRESTA.AGT April 4, 1990 CITY OF NEWPORT BEACH, a Municipal Corporation By, Q Maybr ARCHITECT JAMES KARL ROBINSON, AIA, INC. LA�%e �11� 15 a L TO: FROM: 0 10 WORK AUTHORIZATION FOR DESIGN AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE BALBOA ISLAND FIRE STATION NEWPORT BEACH, CALIFORNIA JAMES KARL ROBINSON AIA INC. 2990 Redhill Avenue Costa Mesa, California 92626 City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, California 92659 -1768 You are hereby instructed that the Phase of the Project has been completed in accordance with the terms of the Agreement and you are authorized to proceed with the Phase, which shall be completed in days from the date of execution of this authorization to proceed. For City of Newport Beach For Architect Exhibit A Title Title Date Date ACOND. PRODUCER The Crowell Insurance Agency P. O. Box 19501 43 Corporate Park, Suite 200 Irvine, CA 92713 -9501 Revised Certificate INSURED James Karl Robinson. 2990 Redhill Avenue Costa Mesa CA 4 11! _ . 5,- _. ...ix» .ISSUE DATE CMMIDDIYY).,. ,. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS I NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, + EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE COMP _ ' LETTER" Firemans..Fund Insurance.. Co......... .._. COMPANYi LETTER B THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTNEf1'ODOUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE;P000Y EXPIRATION ALL LIMITS IN THOUSANDS DATE (MWOD(YY) :DATE (MMlDD(YV) .... _'_.__'__. .. _._... t. ..:. _�.._....._'__.._..._,.1.... GENERAL LIABILITY AZC60339541 9/01/90' 9/01/91 GENERAL AGGREGATE .S SOa ,^ 0. COMMERCIAL GENERAL LIABILITY E PRODUCTS- COMP(OPS AGGREGATE $ 500 r 1 CLAIMS MADI OCCUR. COMPANY C AIA, Inc. LETTER Y COMPAN Y D 92626 i LETTER ANY AUTO COMPANY E ALL OWNED AUTOS SCHEDULED AUTOS LETTER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTNEf1'ODOUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE;P000Y EXPIRATION ALL LIMITS IN THOUSANDS DATE (MWOD(YY) :DATE (MMlDD(YV) .... _'_.__'__. .. _._... t. ..:. _�.._....._'__.._..._,.1.... GENERAL LIABILITY AZC60339541 9/01/90' 9/01/91 GENERAL AGGREGATE .S SOa ,^ 0. COMMERCIAL GENERAL LIABILITY E PRODUCTS- COMP(OPS AGGREGATE $ 500 r 1 CLAIMS MADI OCCUR. OWNER'S & CONTRACTOR'S PROT. AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS C�� HIRED AUTOS 991 NON -OWNED AUTOS ( YCL(RM- GARAGE LIABILITY aEN"' \� _ NfNPCR( EXCESS LIABILITY { OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY -_ ,DINER PL44271701 9/01/90 Professional Liability DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES/SPECIAL ITEMS ie: Halboa = -t '1F ia'- :$iiib##oft :ity is additional insured an General Liability. City of Newport Beach Attn: Wanda Reggio, City Clerk 3300 Newport Blvd. Newport Beach, CA 92663 ' PERSONAL & ADVERTISING INJURY, S 500 EACH OCCURRENCE $ 500 FIRE DAMAGE (Any one fire) S 50 MEDICAL EXPENSE (Any one Person) S 5 COMBINED SINGLE $ LIMIT BODILY INJURY $ (Per person) i BODILY INJURY S (Par accident) r PROPERTY E..... .. . DAMAGE I EACH AGGREGATE �"• „ - OCCURRENCE S S STATUTORY $ (EACH ACCIDENT) $ (DISEASE—POLICY LIMI S (DISEASE —EACH EMPLOY' 9/01/91.. $,500, ea claim and in the aggregate If policy cancels for SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIb3Q* GAYS WRITTE NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND ION THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED � Crowell H44P4Jy I r r _[ Nancy harsh. f 0 -1 , - 0 Q . - - , - I s ,I, r140 0 " , - - . ,Y�: 0 uv�funy MPU0817A ajo;19 idle. wi! ATA ovewCoR iwN -m,w vanvA HKINIS 7u, ?i9oosl I-W MPU0817A 7u, ?i9oosl 16 w-4 in vs,on-, !rnGij :pc ov! vc �vv; ".51 o -NOWN. Ne-614 wynow II ACORN. PRODUCER The Crowell Insurance Agency P. 0. Box 19501 43 Corporate Park, Suite 200 Irvine, CA 92713 -9501 INSURED James Karl Robinson, 2990 Redhill Avenue Costa Mesa CA AIA, Inc 92626 ISSUE 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 WCOMPANIES AFFORDING COVERAGE COMPANY LETTER A _.._..... remans Fu.nd.......Insurans.e_._C_o.. _ . ..... _ _1 COMPANY B i LETTER 7 COMPANY `. LETTER _ _ ... ... .... COIFANY D LETTER COMPANY E LETTER --- ___• AND EMPLOYERS' LIABILITY OTHER 'rofessional Liability S ; (EACH ACCIDENT) ! ..... ; .... ........ ..... ... ........ ... .. . { $ (DISEASE— POLICY LIMIT) $ (DISEASE —EACH EMPLOYEE ....... ..:... .. .. ... .. .. .... . ... .... ... .. ....... .... PL442 71701 9/01/90 9/01/91 DESCRIPTION OF OPERATIONS /LOCIITIONS/VENICLES/SPECIAL ITEMS RE: - "Iboa -I }.end 'F0 *r.6ta.01on :ity is additional insured on General City of Newport Beach Attn: Wanda Raggio, City 3300 Newport Blvd. Newport Beach, Ca 92663 $250, ea claim and in the aggregate ... .... .... ...... .. . .. ...... Liability. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Clerk LEFT, BUT FAILURE TO MAIL SIGGH NOTICE SHALL 1 POSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON Y /H9l COMPANY, ITS AGE OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE' Crowell Insur y Marsh t/ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF AW CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Do' TYPE OF INSURANCE POLICY NUMBER :POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSAND8 .TR; DATE (MM /DD/YY) DATE (MMIDD/YY) ....J... .._..__._ ... _..... ... _.. ._._�_._ __.. - ...- ._..._. .... .. . „GENERAL LIABILITY AZC90339541 9/01/90 9/01 /91 GENERAL AGGREGATE _�.5. 30Q_ ._ j COMMERCIAL GENERAL LIABILITY .. ...... ... ` PRODUCTS-COMP)OPS AGGREGATE S ......... .... ._._. _...... 30_Q_ _, .. - CLAIMS MADlx OCCUR, i PERSONAL & ADVERTISING INJURY $ 3.00" OWNER'S A CONTRACTOR'S PROT. EACH OCCURRENCE S ._ ! .300 i FIRE DAMAGE (Any We fire) S ... ..... MEDICAL EXPENSE (Any we pemn). S AUTOMOBILE LIABILITY COMBINED - ANY AUTO •:� SINGLE CJ LIMIT ALL OWNED AUTOS BODILY / INJURY :SCHEDULED AUTOS �r� RECEIVED (Per yereon) HIRED AUTOS BODILY INJURY $ � NON -OWNED AUTOS JON Y � (Per attltlenl) ti - _ GARAGE LIABILITY �m � PROPERTY S NOyppRl BFACN , DAMAGE :EXCESS LIABILITY � , EACH AGGREGATE -� OCCURRENCES _.. .... OTHER THAN UMBRELLA FORM........ .. .... ..... -. ._......... .....- .. ... _ ...._. ......... ! ..__ ............. STATUTORY WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY OTHER 'rofessional Liability S ; (EACH ACCIDENT) ! ..... ; .... ........ ..... ... ........ ... .. . { $ (DISEASE— POLICY LIMIT) $ (DISEASE —EACH EMPLOYEE ....... ..:... .. .. ... .. .. .... . ... .... ... .. ....... .... PL442 71701 9/01/90 9/01/91 DESCRIPTION OF OPERATIONS /LOCIITIONS/VENICLES/SPECIAL ITEMS RE: - "Iboa -I }.end 'F0 *r.6ta.01on :ity is additional insured on General City of Newport Beach Attn: Wanda Raggio, City 3300 Newport Blvd. Newport Beach, Ca 92663 $250, ea claim and in the aggregate ... .... .... ...... .. . .. ...... Liability. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Clerk LEFT, BUT FAILURE TO MAIL SIGGH NOTICE SHALL 1 POSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON Y /H9l COMPANY, ITS AGE OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE' Crowell Insur y Marsh t/ 4A 0 40 CITY OF NEWPORT BEACH OFFICE OF THE CITY CLERK P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 (714) 644 -3005 TO: FINANCE DIRECTOR FROM: CITY CLERK DATE: May 23, 1991 SUBJECT: Contract No. C- 2862(A) Description of Contract Balboa Island Fire Station (Purchase Agreement) Effective date of Contract February 5, 1991 Authorized by Minute Action, approved on December 10, 1990 Contract with Union Oil Company of California., dba Unocal Address Bernard L. Scaparro, Real Estate Representative P.O. Box 7600 San Diego, CA 92138 Amount of Contract $670.000.00 " Cf 4et Wanda E. Raggio City Clerk WER:pm Attachment 3300 Newport Boulevard, Newport Beach • City Council Agenda Item No. J -t CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER DECEMBER 10, 1990 TO: MAYOR AND CITY COUNCIL FROM: DEPUTY CITY MANAGER SUBJECT: BALBOA ISLAND FIRE STATION SITE (Z BY THE CITY COUNCIL .1 TY OF NEWPORT BEECH RFC 1 0 19100 C -z�&1,z (,l) ACTION: If desired: (a) review the draft Purchase Agreement and authorize staff to conclude negotiations with the seller and execute the Purchase Agreement and (b) authorize staff to enter into escrow for the purchase of the site, consummate the transaction and close escrow. BACKGROUND: In the 1989 -90 fiscal year, the City Council budgeted for the rebuilding of the existing fire station on Marine Avenue. Shortly after adoption of that budget the UNOCAL Station on the corner of Park and Marine Avenues became available, and the 1990 -91 fiscal year budget includes acquisition of that site and construction of a new fire station at that location. Negotiations between UNOCAL and the City, prolonged due to complications regarding the cleanup of soil and ground contamination, are now complete. An appraisal was completed, a resolution of intent to condemn was approved, and the City and UNOCAL have arrived at a mutually agreeable price of $670,000 with a condition that UNOCAL accept all liability for ongoing monitoring or mitigation measures due to any lingering contamination. • Page 2 ANALYSIS: The problem of lingering contamination from petroleum products in the soil or in the ground water is the only complication in this transaction. In all other respects the transaction is a straight forward, all cash land purchase. To protect the City from any liability regarding contamination the attached Purchase Agreement includes two separate provisions conditioning the sale. The first provision is a requirement that the County Health Care Agency issue an appropriate declaration indicating that no significant health hazard exists to the users or occupants of the fire station as contemplated by the City. The second provision is a requirement that the City and UNOCAL draft and execute an agreement binding UNOCAL to conduct any ongoing monitoring or perform any additional mitigation measures required by the County Health Care Agency or other responsible • agency. Furthermore, the agreement will indemnify and hold harmless the City from any liability stemming from the use of the site as a gasoline service station. This agreement will be drafted and executed in escrow, and language satisfactory to the City will be a condition of sale. Approval of this item will authorize staff to open escrow and consummate this transaction. KID:mb Attachments U ",- ��t.1n- V Kenneth J. Delino. CITOOF NEWPORT BACH MEMORANDUM: From DEPUTY CITY MANAGER TO ....... CITY MANAGER NOVEMBER-- 19_- .......... I&E: BACK BAY ROAD CLOSURE You asked that this be on the November 26th Study Session. Traffic Engineering is doing new traffic counts which need more time. I have the Police Report. This item should be ready for December 10th. Reply wanted ❑ Reply not necessary ❑ Haan • • ay ........................ ...b .. .......... KENNETH DELINO . AGREEMENT FOR SALE OF REAL PROPERTY r- z ,?6 L oq) This Agreement entered into this 51, day of i-Rw 1991 , by and between the CITY OF NEWPORT BEACH, a Municipal JM Corporation and Charter City ("'Buyer an arid� � A gnocal, ( "Seller ") is made with reference to the following: A. Seller is the owner of certain real property located on Balboa Island within the City of Newport Beach, County of Orange, commonly known as 124 Marine Avenue, and legally described in Exhibit A, attached and made a part of this Agreement (herein the "Property "). B. Buyer intends to purchase the Property for the purpose of constructing and operating a fire station. C Buyer has commissioned an appraisal of the Property, and the appraiser has determined the fair market value of the property to be Six Hundred and Seventy Thousand Dollars ($670,000.00). D. Buyer, by its City Council has adopted a Resolution of Intent to Condemn, and taken other actions necessary to initiate condemnation proceedings., E Seller, in the face of the pending condemnation of the Property, has agreed to sell, the Buyer has agreed to purchase, the Property under the terms and conditions specified in this Agreement. NOW, THEREFORE, the parties agree as follows: -I - 0 1. Consideration: Buyer, in consideration of Seller's agreement to sell and convey the Property shall: A. Pay Seller the sum of Six Hundred Seventy Thousand Dollars ($670,000.00) payable as follows: L The sum of Ten Thousand Dollars ($10,000.00) on execution of this Agreement, as a deposit to be applied on the purchase price at close of escrow. The amount shall be payable by check drawn to the order of Escrow Holder. ii. The balance of the purchase price shall be paid into escrow during normal business hours at least three (3) days prior to the scheduled close of escrow. The balance shall be payable by check drawn to the order of Escrow Holder. 2. Escrow: A. Opening of Escrow. An escrow shall be opened to consummate the sale of the Property according to the terms of this agreement at the office of California Best Escrow ( "Escrow Holder "). The escrow shall be opened within three (3) days after the execution of this Agreement. This Agreement shall serve as escrow instructions and shall be signed by the parties and delivered to the Escrow Holder. Buyer and Seller also agree to deposit with Escrow Holder all in documents and other items identified in the escrow instructions or reasonably required by the Escrow Holder to close the sale of the Property on the date specified herein. Ira • to B. Closing Date. The escrow shall be closed on the date the deed conveying the Property is recorded (hereinafter "Grant Deed "). The escrow shall be considered to be in a condition to close when the Escrow Holder is authorized under the instructions, and when the Escrow Holder is otherwise able, to record the grant deed. It is anticipated that the escrow will close no later than March 1, 1991, unless the closing date is extended by mutual agreement of the parties. C Prorations. Special assessment or other liens shall be prorated between Buyer and Seller on the basis of a thirty (30) day month as of the date on which escrow closes. Property tax payments due on or before April 10, 1991 shall be paid by Seller, and Seller shall be entitled to file a claim or application for tax refund with the County of Orange. Buyer shall cooperate with Seller in any effort to cancel, or receive a refund for payment of, taxes assessed, and paid by Seller, during the 1990 -91 tax year, but Seller shall be solely responsible for the filing of claims or applications for refund as well as the payment of any fees or costs associated with the pursuit of the request for a refund or a cancellation. D Closing Costs. Buyer shall pay the cost of the preliminary title report and title insurance policy required by this Agreement, and the cost of preparing, executing and acknowledging the Grant Deed and all other instruments necessary to convey title. Buyer shall pay the cost of recording the grand deed and any other instruments required to convey title to Buyer. The escrow fee, other than the costs specified above, shall be shared equally by Buyer and Seller. -3- IN E Vesting of Title. On the close of escrow, title shall be vested in the City of Newport Beach, a Municipal Corporation and Charter City. 3. Additional Terms and Conditions: A. Preliminary Title Report. Within ten (10) days after the execution of this Agreement, Buyer shall obtain a preliminary report of the title to the Property and a copy of each document shown as an exception or encumbrance in the report. Within ten (10) days after receipt of the report and related documents, Buyer shall notify Seller, in writing, of any objection to any exception in the preliminary title report. If Buyer makes a timely objection to any exception in the report, and the exception is not eliminated within twenty (20) days of Seller's receipt of the objection, this Agreement shall be terminated. Buyer's failure to object in this manner to any exception in the preliminary report shall be an approval by Buyer of that exception. B. Marketable Title. Buyer's obligation to purchase the Property is subject to the conveyance to Buyer of good and marketable title to the Property as evidenced by a standard coverage CLTA title insurance policy issued by a reputable title company in the amount of Six Hundred Seventy Thousand Dollars ($670,000.00), insuring that title of the Property is vested in Buyer free and clear of all title defects, liens, encumbrances, conditions, covenants, restrictions, and other adverse interests of record, or known to Seller, subject only to those exceptions approved by Buyer in writing and any exceptions shown on the preliminary title report were not disapproved by Buyer pursuant to this Agreement. Buyer shall be responsible for all costs and expenses incurred in securing the title policy. -4- C. Indemnity for Contamination The Property is the site of a former gasoline service station and has experienced both soil and ground water contamination from petroleum products. Seller agrees, as a condition to close of escrow, to provide Buyer a determination from the Health Care Agency of the County of Orange or other responsible agency or agencies which acknowledges the satisfactory removal or mitigation of contaminants resulting from the use of the site as a gasoline service station; acknowledges the elimination of any significant health hazard from the use of the Property as a service station to the occupants or users; and permits construction of a fire station as contemplated by the City. Furthermore, as a condition to close of escrow, Buyer and Seller shall enter an agreement binding Seller to conduct, perform or pay for any ongoing or future contamination monitoring or mitigation measures resulting from Seller's prior tenancy both on -site and off -site which may be required by the Orange County Health Care Agency, the Regional Water Quality Control Agency or other responsible agency or agencies. Such agreement shall require Seller to indemnify and hold harmless the Buyer from any liability resulting from the presence of petroleum or other contaminants on the property or which may have migrated off -site fran the Property. Indemnification shall include, but not be limited to responsibility for removal of contaminants and damages sustained by Buyer resulting from the presence of or resulting from any reoccurrence of contaminants at the Property attributable to Seller's prior tenancy. Buyer and Seller shall sign and provide to Escrow Holder a declaration indicating their mutual satisfaction of the conditions set forth in this sub - paragraph C. -5- D. Failure of Conditions and Seller's Breach of Warranty. If any of the conditions set forth in this Agreement fails to occur, or if Buyer notifies Seller in writing prior to the close of escrow of Seller's breach of any of the conditions or warranties set forth in this Agreement, then Buyer may cancel the escrow, terminate this Agreement and recover the amounts paid by Buyer to the escrow holder toward the purchase price of the Property. Buyer shall exercise this power to terminate by first giving Seller and Escrow Holder written notice of said breach and a reasonable time to cure any such non - compliances as hereinafter provided. The exercise of this power shall not waive any other rights Buyer may have against Seller for breach of this Agreement. E Seller's Election to Remedy Defects. Notwithstanding any provision of this Agreement to the contrary, Seller shall have the right to remedy certain violations of this Agreement prior to the close of escrow. This right to remedy shall be subject to the following requirements and restrictions: i. Buyer shall immediately notify Seller, in writing, of Buyer's discovery, prior to close of escrow, of a violation of any of the provisions of this Agreement. For purposes of this Section, the foregoing violations shall be referred to as "defects." ii. If Buyer fails to give Notice, Buyer shall have waived the defect and the defect shall not be a violation of this i. Agreement. If Buyer gives notice, Seller may elect to remedy the defect by giving Buyer written notice of this election within ten (10) days of receiving Buyers notice. Seller's notice of election to remedy -6- (0 (0 shall specify the number of days, up to a maximum of ten (10), that escrow shall be postponed so that Seller may remedy the defect. If Seller fails to provide a timely notice of election or fails to remedy the defect prior to the close of escrow, including any extension of escrow pursuant to this Section, then Buyer, at its election, may do either of the following: (a) Terminate this Agreement without any liability on the part of either party; or (b) Purchase the Property without a reduction in the purchase price and without any liability for the unremedied defect or defects on the part of Seller. iii. Seller shall instruct the escrow holder to immediately refund to Buyer all money and instruments deposited in escrow by Buyer pursuant to this Agreement. In the event of such termination, Seller shall bear any costs and expenses of escrow. 4. Rights and Warranty: A. Right of Buyer to Enter Property. Seller grants to Buyer, or Buyer's agents, the right, at any time and from time to time within ten (10) days after the opening of escrow for this transaction, to enter the Property to conduct tests and investigations provided that: i. The entry shall be conducted at the sole cost and expense of Buyer; hours; ii. The , entry occurs during reasonable business -7- iii. The entry does not unreasonably interfere with possession by the Seller; iv. Buyer shall indemnify and hold Seller harmless from any costs or. liability resulting from the entry; and V. Buyer shall give Seller written notice of the intention to enter at least twenty -four (24) hours prior to the date and time of entry. B. Warranties of Seller. Seller Warrants that: i. Seller owns the Property, free and clear of all liens, licenses, claims, encumbrances, easements, encroachments on the Property from adjacent Property, encroachments by improvements on the Property onto adjacent Property, and rights of way of any nature not disclosed by the public record and preliminary title report; ii. Seller has no knowledge of any pending litigation involving the Property. iii. Seller has no knowledge of any violations of, or notices concerning defects or non - compliance with, any applicable Building Code or other code, statute, regulation, 'ordinance, judicial, or judicial holding pertaining to the Property. iv. Seller is not in default under any Agreement, or encumbrance relating to Property. -8- 5. Miscellaneous Provisions: A. Assignment. i46 Buyer may not assign this Agreement without Seller's prior written consent which shall not be unreasonably withheld. B. Time is of the essence. Time is of the essence in this Agreement. C Notices. Robert L. Wynn, City Manager 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658 -8915 Bernard L. Scaparro Real Estate Representative Unocal Corporation P.O. Box 7600 San Diego, CA 92138 Kom Any notice required to be given pursuant to this Agreement shall be in writing and shall be deemed to be properly given when delivered to the person specified below or when deposited in the United States mail, first class postage prepaid, and addressed as follows: Robert L. Wynn, City Manager 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658 -8915 Bernard L. Scaparro Real Estate Representative Unocal Corporation P.O. Box 7600 San Diego, CA 92138 Kom D. Entire Agreement. E Arbitration. Any controversy or claim arising out of this Agreement or a breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators maybe entered in any court having jurisdiction. F. Waiver. The waiver by any party of a breach of any provision of this Agreement shall not be deemed a continuing waiver, or a waiver of any subsequent breach, of that or any other provision of this Agreement. -10- This Agreement and the attached Exhibits constitute the entire Agreement between the parties relating to the sale of Property. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force and effect. Any amendment to this Agreement shall be of no force and effect unless it is in writing and signed by Buyer and Seller. E Arbitration. Any controversy or claim arising out of this Agreement or a breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators maybe entered in any court having jurisdiction. F. Waiver. The waiver by any party of a breach of any provision of this Agreement shall not be deemed a continuing waiver, or a waiver of any subsequent breach, of that or any other provision of this Agreement. -10- Gc Attorney's Fees. In any arbitration„ quasi - judicial or administrative proceeding, or any action in any court of competent jurisdiction, brought by any party to enforce any covenant or any of such parties' rights or remedies under this Agreement, including any action for declaratory or equitable relief, the prevailing party shall be entitled to reasonable attorney's fees and costs, expenses and disbursements in connection with such action, including the costs of reasonable investigation, preparation and professional or expert consultation, which sums may be included in any judgment or decree entered in such action in favor of the prevailing party. R Authority to Execute. By execution hereof, the signatories confirm and acknowledge that they have the authority to execute this Agreement on behalf of their respective parties and can bind said parties to the performance of their obligations hereunder. I. Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder and the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. -ll - j• n J. Successors and Assigns. (o The burden of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest and assigns of the parties to the Agreement. IEdRUARY 5,1991 Dated Dated Dated ATTEST: /�2 Dated CaC Union Oil Company of California, dba vocal blq 5CAL 120"ORA-TJON (Seller) -0 .a By: t G G. VIA E ±F ?!c;R ?.. „! ES t "1! "it:iSiF, '�ii USG: ;t rcEifii(iu u ;:,,,;i( is S GIVIS2, l4ESTEE REDO Un CITY OF NEWPORT BEACH (Buyer) By: I/ ✓ 6s",— Robert L. Wynn, City Ma ager B y :. CZ Wanda Raggio, City k -12- EXHIBIT A "1'0' N '_' _�I►1 Identification: The subject site is identified as Assessor's Parcel Number 50- 173 -01, in the County of Orange, State of California. (See attached parcel map.) Location: The subject site is located at the south corner of Marine Avenue and Park Avenue, Balboa Island, in the City of Newport Beach, County of Orange, State of California. Legal Description: Lots 17 and 18, Block 2, Section 4, Balboa Island, in the City of Newport Beach as per Map thereof recorded in Book 7, Page 37, records of Orange County, California excepting therefrom the westerly 10 feet thereof. Address: 122 -124 Marine Avenue Balboa Island, California Parcel Size and Shape: The subject site is rectangular in shape, 60 feet in width and 80 feet in depth and contains ± 4,478 square feet. b Z AMErNrsr b Q a 1 �A It p m v v V y m ❑e J AVEAVE 2 MARINE 2 0 Q - (2) O O ♦ oar O O I - 0 it x 2 2 _O W O_ 0 J AVEAVE 2 a AVENUE I JI• O Q - (2) O O O O O I - NOW 1111111tro a AVENUE I JI• O Q - (2) O O O O O I - AVENUE T A II• . JI X 6 6 E► 8© w A �3 t� �L O y THE, 1aa la � Q y � I 0 6RA110 CANAL a C (P• 18 `� a la; AVENUE T A II• . JI X 6 6 E► 8© w A �3 t� �L O y THE, 1aa la � Q y � I 0 6RA110 CANAL a C (P• 18 `� a X 6 6 E► 8© w A �3 t� �L O y THE, 1aa la � Q y � I 0 6RA110 CANAL a C (P• 18 `� a O y THE, 1aa la � Q y � I 0 6RA110 CANAL a C (P• 18 `� a