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HomeMy Public PortalAboutAgreement_2017-05-16_Los Angeles County Community Development Commission_Temple City Public LibraryAGREEMENT BY AND BETWEEN CITY OF TEMPLE CITY AND COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES REGARDING ADDITION AND REFURBISHMENT OF THE TEMPLE CITY PUBLIC LIBRARY This Agreement ("AGREEMENT") is made and entered into this )L' -r14 day of M4-1 2017, by and between the CITY OF TEMPLE CITY, a public body, corporate, and politic ("CITY") and the COMMUNITY DEVELOPMENT COMMISSION OF THE COUNTY OF LOS ANGELES, a public agency pursuant to Part 1.7 of Division 24 of the Health and Safety Code ("COMMISSION"), acting on behalf of the COUNTY OF LOS ANGELES, a public body, corporate and politic and political subdivision of the State. CITY and COMMISSION are referred to herein collectively as "PARTY" or "PARTIES." RECITALS WHEREAS, the County of Los Angeles ("COUNTY") owns certain real property located at 5939 Golden West Avenue, City of Temple City, in the County of Los Angeles, State of California, upon which is located an approximately 12,182 square foot building, and associated surface parking lot and related facilities, commonly known as the Temple City Library, which COUNTY owns and operates; WHEREAS, the Temple City Library is adjacent to and shares vehicular and pedestrian access points and parking with CITY property containing City Hall, the City's "Civic Center" (hosting CITY offices and the Council Chambers) and Temple City Park, and the CITY and COUNTY regularly cooperate with each other on events in and around the Temple City Library and Temple City Park; WHEREAS, the COUNTY and CITY have agreed to contribute One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) each, a total contribution of Three Million Nine Hundred Dollars ($3,900,000), towards enhancing the Temple City Library through the addition of 1,400 square feet, creating a new community room within the library, creating a new and enhanced children's library area within the library, ADA upgrades, and refurbishing the existing approximately 12,182 square foot building, and related site work and facilities ("PROJECT"); WHEREAS, on May 3, 2016, the CITY committed funds to the COMMISSION in the amount of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) for project development costs including COMMISSION's services in connection with the PROJECT; WHEREAS, on October 18, 2016 the COUNTY committed funds to the COMMISSION in the total amount of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000), and COMMISSION has agreed to perform services in connection with the PROJECT, on the COUNTY's behalf, pursuant to the terms of the Master Services Agreement between the COUNTY and the COMMISSION dated August 21, 2012; HOA.101490516.1 1 WHEREAS, it is in the public's interest for the CITY to grant funds to the COMMISSION for the PROJECT because the addition and refurbishment of the Temple City Library will bring increased educational and library services to the community; WHEREAS, the PARTIES desire to enter into this AGREEMENT to establish the PARTIES' rights, duties, and responsibilities with regards to the CITY's grant of funds to the COMMISSION and to establish the terms and conditions under which such funds will be disbursed and received; WHEREAS, this AGREEMENT is solely intended to establish the terms and conditions as related to the CITY's funds to the COMMISSION in connection with COMMISSION's services on the PROJECT, and does not relate to any other additional issues regarding the addition and refurbishment of the Temple City Library nor does it bind the COUNTY or the County of Los Angeles Public Library to any terms and conditions; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and promises herein contained, the PARTIES agree as follows: I. FURTHER DESCRIPTION OF PROJECT. This expanded Temple City Library will feature separate adult and children's sections, a community meeting room, group study rooms, and other programs and features developed by the COUNTY. IL CITY RESPONSIBILITIES. A. CITY will pay One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) to the COMMISSION in two payments. First, CITY will pay on a lump -sum basis not later than thirty (30) days following approval and execution of this AGREEMENT by the PARTIES and upon receipt of COMMISSION's invoice the amount of Four Hundred Fifty Thousand Dollars ($450,000) to be used by COMMISSION for pre - construction activities and, if any portion of the funds remain following pre - construction work, for construction. Upon COMMISSION receiving and approving architectural plans for the PROJECT and prior to COMMISSION putting the PROJECT out for bid, CITY will pay on a lump -sum basis not later than thirty (30) days following receipt of COMMISSION's invoice the remaining One Million Five Hundred Thousand Dollars ($1,500,000) contemplated by this AGREEMENT. Any additional sums for funding the PROJECT requested to be provided by CITY must be agreed to by the parties and provided for in a separate Agreement or Amendment. B. CITY will monitor the progress of the work, perform limited site work refurbishment which includes restriping of parking lot, provide off-site improvements for ADA compliance, coordinate and collaborate with the COMMISSION on matters relevant to the development and construction of the PROJECT. HOA.101490516.1 2 C. CITY agrees that if default will be made in any of the covenants or agreements herein contained on part of the CITY to be kept and performed, which constitute a material breach of this AGREEMENT, COMMISSION may terminate this AGREEMENT upon the giving of thirty (30) days written notice to CITY. In addition thereto, COMMISSION will have such other rights or remedies as may be provided by law or equity. COMMISSION may not terminate this AGREEMENT if (1) CITY cures the default within the thirty (30) day period after the notice is given, or (2) the default cannot reasonably be cured within the thirty (30) days after notice is given, but CITY reasonably commences to cure the default within the thirty (30) days period and diligently and in good faith continues to cure the default. D. PARTIES agree that within 90 days after the COMMISSION contracts for architectural and design services for the work, the PARTIES and the architect will meet with the COUNTY to participate in developing a priority list of PROJECT enhancements to the Library so that, if the funding dedicated to the project will not fully fund all of the scheduled project attributes, COUNTY will have the ability under Section V.F(2) to modify the project by eliminating the lowest -priority project aspects first. COMMISSION agrees that in the event that cost estimates for construction as based on approved architectural and design plans show a shortfall in project funding, the parties' priority list of project attributes will be used by the County as set forth in Section V.F(2) to complete the project. III. COMMISSION RESPONSIBILITIES. A. COMMISSION will utilize CITY's funds to pay for costs associated with the PROJECT including, but not limited to, planning and other pre -development soft costs, including, but not limited to, costs of appropriate environmental assessments of the implementation of any improvements, inspections, construction monitoring, feasibility studies, planning, programming, design, project management, engineering, entitlements, administration and hard costs for construction and site work, furniture, fixtures, and equipment or other design and development costs as needed for the PROJECT. In addition, the PROJECT will be brought up to up to current code standards and will comply with applicable requirements such as environmental, land -use, and County Civic Art. B. COMMISSION will oversee the development and construction of the PROJECT. This includes overseeing the programming, design, design development, entitlement, bidding, construction, furnishing and close of the PROJECT. C. COMMISSION, as project manager, will in good faith, endeavor to manage costs, so that the total PROJECT's development costs do not exceed Three Million Nine Hundred Thousand Dollars ($3,900,000) so that the CITY's contribution towards the PROJECT construction will not exceed One Million Nine Hundred Fifty Thousand Dollars ($1,950,000). If cost estimates for the project after design work is complete indicate that the project costs will exceed $3,900,000.00, HOA.101490516.1 3 COMMISSION will incorporate into its construction contract bid documents project alternates (additive or deductive items) based on the priority list developed pursuant to Section II.D. The CITY understands and acknowledges that there might exist conditions that are unknown, unanticipated or unforeseen by the COUNTY as owner of the Temple City Library and that may require additional funding or changes to the project scope. D. COMMISSION agrees that if default will be made in any of the covenants or agreements herein contained on part of the COMMISSION to be kept and performed, which constitute a material breach of this AGREEMENT, CITY may terminate this AGREEMENT upon the giving of thirty (30) days written notice to COMMISSION. In addition thereto, CITY will have such other rights or remedies as may be provided by law or equity. CITY may not terminate this AGREEMENT if (1) COMMISSION cures the default within the thirty (30) day period after the notice is given, or (2) the default cannot reasonably be cured within the thirty (30) days after notice is given, but COMMISSION reasonably commences to cure the default within the thirty (30) days period and diligently and in good faith continues to cure the default. IV. CONSTRUCTION SITE & ACCESS A. COMMISSION will utilize the general area depicted and described on the attached Exhibit I for construction and construction related activities ("Construction Site"), which area generally consists of the land within the property boundary owned by the COUNTY and may include some work within the CITY's right-of-way. The Construction Site will only be used for all construction activities such as staging, storage, set up, temporary offices, coordination and any other construction related activities during the course of the construction of the PROJECT. Access to the Construction Site will be strictly prohibited to the public, but may be granted to the CITY Designated Represenatives pursuant to written authorization and execution of a waiver form provided by the COUNTY prior to entering the Construction Site. The PARTIES agree that the general area of the Construction Site as depicted in the attached Exhibit I, may be modified and/or expanded, upon prior approval of the CITY, to accommodate construction related activities. B. CITY will not unreasonably impede, hinder or restrict COMMISSION, and its consultants, contractors, subcontractors and agent's free access to the PROJECT site at any time. V. IT IS MUTUALLY AGREED THAT: A. Term. This AGREEMENT will remain in force until completion of the construction of the PROJECT as mutually agreed in writing by the CITY and COMMISSION. B. Title and ownership of COUNTY property, including improvements to the Temple City Library, will remain with the COUNTY. HOA.101490516.1 4 C. Interest Earnings. COMMISSION will establish a separate Temple City Library Construction general ledger project ("Library City Account") for the City to ensure accurate accountability for the PROJECT's cash receipts, disbursements, and interest earnings. Any interest earnings on any unspent portion of the One Million Nine Hundred Thousand Fifty Dollars ($1,950,000) contributed by the CITY will be allocated and accounted for in the separate Temple City Library Construction general ledger project through the entire time the project has funds in it. All interest earned from investment of unspent cash balances during construction will be apportioned to the CITY and may be used for any cost over -runs for the PROJECT, or for work scope added and approved by the PARTIES or their governing bodies to this AGREEMENT. Funds spent on the PROJECT will be drawn equally over time from both the Library City Account and COMMISSION's account. Any excess unused principal and/or interest earnings will be returned equally to the CITY and County upon completion or termination of the PROJECT. D. COMMISSION will report to CITY on the amounts spent on the PROJECT on the following schedule: (i) prior to construction commencing, every ninety (90) days; (ii) upon commencement of construction through project completion, every thirty (30) days. E. Accomplishment of Work. COMMISSION will use its best effort to complete the PROJECT in a timely manner that is consistent with construction industry standards. See Attachment A for the proposed general work scope. See Attachment B for the project schedule. COMMISSION will furnish CITY and COUNTY copies of construction contracts and amendments thereto entered into between this PROJECT and will keep the CITY informed as to the progress of the PROJECT. F. Inability to Meet Project Schedule and/or Project Budget (1) The CITY's Designated Representative may attend the COMMISSION's regularly scheduled PROJECT meetings. If the COMMISSION determines at any time that the PROJECT may not be completed within the budget, or the progress of the PROJECT is 10% or more behind the schedule, the PARTIES will meet as soon as possible following receipt of notice to determine how the PROJECT may be completed within the budget or how the deviation or potential deviation from the schedule and/or the budget will be cured. If, in the COUNTY's sole discretion, it appears possible to cure the deviation within the budget and/or schedule, the PARTIES will meet with COUNTY to create a mutually agreeable Corrective Action Plan to complete the Work within the budget and/or schedule. HOA.101490516.1 5 (2) In the event the Corrective Action Plan fails to restore the PROJECT to compliance with the current budget and/or schedule, or the COUNTY determines that the budget is insufficient to complete the PROJECT as described herein, the PARTIES will exercise their best efforts to meet and confer as to (1) changes to the PROJECT which would allow a modified PROJECT to be completed within the budget and/or schedule, and (2) additional resources available to add to the budget to complete the PROJECT, or an agreed modification of the PROJECT. The final decision by the COUNTY as to how the remaining funds will be used shall be based upon the project priority list developed pursuant to Section ILD and on the project additives and deductives made part of the construction contract pursuant to Section III.C. (3) In the unforeseen event of a PROJECT budget surplus, the PARTIES and the COUNTY will meet to discuss the feasibility of a mutually agreeable plan for further enhancements or termination of the PROJECT. . E. Indemnification. Neither PARTY nor any officer, employee, or agent thereof will be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the other PARTY in connection with any work, authority or jurisdiction each has agreed to perform pursuant to this AGREEMENT. COMMISSION will cause its construction contract with its contractor to include language, subject to and to the extent allowed by California Civil Code sections 2782 et seq., stating that the contractor will indemnify and hold harmless CITY, its elected officials, officers, employees, and agents from and against any and all liability, expense (including defense costs and legal fees), and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage, arising from or connected with the contractor's performance of its obligations on the PROJECT. F. Insurance. During the progress of construction and until completion of the PROJECT, COMMISSION will require that the contractors performing work on the PROJECT, at their sole cost and expense, maintain certain levels of insurance, including general liability insurance, to insure against damages caused by the contractors. Such amounts and coverage will be set forth in the respective agreements with such contractors.To the extent that the COMMISSION requires the contractors to name the COMMISSION as an additional insured on any such insurance policies, the COMMISSION will also require that they name the CITY as an additional insured on any such policies. G. Notices. All notices authorized or required by this AGREEMENT will be effective when written and deposited in the United States mail, first-class postage prepaid, and addressed as follows: HOA.101490516.1 6 CITY: City Manager City of Temple City 9701 Las Tunas Drive Temple City, CA 91780 Courtesy Copy To: Eric Vail City Attorney Burke Williams and Sorenson 444 South Flower Street, Suite 2400 Los Angeles, CA 90071-2953 COMMISSION: Community Development Commission of the County of Los Angeles Attn: Kelly Telford, Director Financial Management Division Community Development Commission of the County of Los Angeles 700 W. Main Street Alhambra, CA 91801 Courtesy Copies To: Scott Stevenson, Director Construction Development Division Community Development Commission of the County of Los Angeles 700 W. Main Street Alhambra, CA 91801 Skye Patrick, County Librarian County of Los Angeles Public Library 7400 East Imperial Highway Downey, CA 90242 H. Independent Contractors. THE PARITIES are, and will at all times be deemed to be, independent contractors with respect to each other. Nothing herein contained will be construed as creating the relationship of employer and employee, or principal and agent, between the PARTIESor any of CITY or COMMISSION's officers, agents, employees, or volunteers. COMMISSION will retain authority for rendition of services, standards or performance, control of personnel, and other matters incident to the performance of work on the PROJECT with input from CITY. CITY and COMMISSION, their officers, agents, employees, and volunteers will not be considered officers, employees, agents or volunteers of the other entity. HOA.101490516.1 % I. Compliance with all Laws. PARTIES will comply with all laws, statutes, ordinances, rules, regulations or requirements applicable to it under Federal, State, or local governments, and any agencies thereof, which relate to this AGREEMENT or in any way affect the funding or construction of the PROJECT. J. Record Retention and Audit. PARTIES will retain intact and accessible all data, documents, reports, records, contracts, and supporting materials related to this AGREEMENT and the PROJECT during the course of construction and for three (3) years thereafter unless the PARTIES request that such documents will be retained for longer. K. Access to Records. Upon request, COMMISSION will allow CITY to inspect all documents, materials, payroll and other data related to the construction of the PROJECT. L. Availability of Funds. CITY's obligation beyond the initial payment of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) is subject to the availability of funds appropriated for this purpose, and nothing herein will be construed as obligating CITY to expend or as involving CITY in any contract or other obligation for future payment of money in excess of appropriations authorized by this AGREEMENT and by law. VI. MISCELLANEOUS PROVISIONS. A. Assignment. The PARTIES will not assign this AGREEMENT or their obligations, or any money due to or become due under it voluntarily without each other's prior written consent. In the event of any such purported assignment without prior written consent, the other PARTY will have the right, in addition to all other rights provided by law, to terminate this AGREEMENT by giving written notice to the other PARTY. B. Insurance. Each PARTY agrees that the insurance held by the other, whether commercial or self-insurance is sufficient for the purposes of this AGREEMENT. C. Governing Law and Venue. This AGREEMENT has been negotiated and executed in the State of California and will be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this AGREEMENT, the sole and exclusive venue will be a court of competent jurisdiction located in County of Los Angeles, California and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court. Furthermore, the PARTIES specifically agree to waive any and all rights to request that an action be transferred for trial to another county. D. Entire Agreement. This AGREEMENT comprises the entire agreement between the PARTIES with respects to the terms and conditions of the PROJECT. All previous proposals, offers, discussions, preliminary understandings, and other communications relative to this AGREEMENT, oral or written, are hereby HOA.101490516.1 8 superseded, except to the extent that they have been incorporated into this AGREEMENT, or if they are or relate to the actions, correspondences, and agreements between the Los Angeles County Board of Supervisors and the Council of the CITY. No future waiver of, exception to, addition to, alteration of any of the terms, conditions, and/or provisions of this AGREEMENT will be considered valid unless specifically agreed to in writing by both PARTIES. E. Amendments. No alteration or variation of the terms of this AGREEMENT will be valid unless made in writing and signed by the PARTIES. No oral understanding or agreements not incorporated herein will be binding on either of the PARTIES. No exceptions, alternatives, substitutes or revisions are valid or binding on either PARTY unless authorized by the other PARTY in writing. F. Severability. If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired, or invalidated thereby. G. Attorney's Fees. In any action or proceeding to enforce or interpret any provision of this AGREEMENT, or where any provision hereof is validly asserted as a defense, each PARTY will bear its own attorney's fees, costs, and expenses. H. Interpretation. This AGREEMENT has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this AGREEMENT. In addition, each PARTY had been represented by independent legal counsel of their own choosing. Each PARTY further acknowledges that they have not been influenced to any extent whatsoever in executing this AGREEMENT by any other party hereto or by any person representing them, or both. The provisions of this AGREEMENT will be interpreted in a reasonable manner to affect the intent of the PARTIES and this AGREEMENT. Consent to Breach Not Waiver. No term or provision of this AGREEMENT will be deemed waived and no breach excused, unless such waiver or consent will be in writing and signed by the PARTY claimed to have waived or consented. Any consent by any PARTY to, or waiver of, a breach by the other, whether express or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach. J. Authority. The PARTIES to this AGREEMENT represent and warrant that this AGREEMENT has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with the terms. K. Headings. The headings of this AGREEMENT are solely for the convenience of the PARTIES and do not form a material part of this AGREEMENT. Headings are not to be considered in the construction of this AGREEMENT. HOA.101490516.1 9 L. Third -Party Beneficiaries. Except as provided in this AGREEMENT, and recognizing that the PROJECT and the new Temple City Library will benefit members of the public, the County is the only third -party beneficiary to this AGREEMENT. M. Termination. Unless otherwise set forth herein, this AGREEMENT may only be terminated by the mutual written consent of the PARTIES. N. Damage or destruction. PARTIES agree that if the PROJECT site or any work performed by COMMISSION or on its behalf for or on the PROJECT be damaged or destroyed by fire, incidents of earth movement, flood, vandalism, or other elements, whether prior to or after completion of the PROJECT by no fault of COMMISSION, COUNTY, or CITY, the CITY is not entitled to reimbursement of funds it has paid to COMMISSION up to the time of the damage or destruction. HOA.101490516.1 10 IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. CITY OF T By Bryan Cook, City Manager ATTEST: n By l✓��i�t.� APPROV AS TO FOR By COMMISSION Community Development Commission Of the County of Los Angeles By COMMISSION CONSTRUCTION DEVELOPMENT DIVISION BYti'7T'���L Scott Stevenson, Director APPROVED AS TO FORM FOR THE COMMISSION: Mary C. Wickham County Counsel 1 BY aljj' cl 1 Benaz Tasha rian, Senior Deputy HOA.101490616.1 11 ATTACHMENT A SCOPE OF WORK Depicted herein is the general workscope, which includes refurbishment of the existing library, and a 1,416 square foot addition. Details of this plan and general work scope for the PROJECT are kept on file with the City of Temple City and the County Library and are based on a May 3, 2016 City Staff Report. MEETING ROOM GROUP •• 0 0 FAMILY CHILD __ 7 (� 1: 1• ° � �� � I" • lii�l� � � iii ii iii ii ii ii i -- - i, a •iG 7C; a u u u i u u u � __ ia ��G •.*.0 i n n s i u u u FRIENDSOFTCLIBRAQ PLACE SHELVING EXPANDED SHELVING r The overall renovation and expansion includes, but is not limited to: o Additional seating, work stations, and group study room. o Complete interior renovation with new furniture and fixtures o Energy saving measures and code required ADA upgrades o Restriping of the parking lot to add six (6) additional parking stalls HOA.101490516.1 12 PROJECT SCHEDULE MILESTONE MONTHS COMMENTS Funding from City Received Start date This is when CDC receives a check from the CITY. Procure/Select Architect 2 Board Approval of Architect Contract 1 Design — Programming (Research and Due Diligence) 2 Design - Schematics 1 Design Development 1 Construction Drawings and Specifications 3 Plan Check, Planning Approvals, Entitlements 3 Plan check through applicable jurisdiction. Bidding 2 Assumes no bid protest. Board Approval of Construction Contract Award 2 Construction 13 Close Out 2 Collection Move -in 3 TOTAL 35 HOA.101490516.1 13