HomeMy Public PortalAbout12) 10C Award an Architectural Services Agreement with Gonzalez Goodale Architects, Inc. for Facilities Programming and Facility Physical Assessment ServicesCity Council
May 20, 2014
Page 2 of 5
Agreement with Lowe Enterprises Real Estate Group (Lowe Enterprises) for $25,000
to assist the City in the development of a Public Private Partnership (P3) Project
involving the City of Temple City Civic Center site (i.e., Temple City Hall and Los
Angeles County Library Temple City Branch [County Library]) and the adjacent
Temple City Unified School District property. In conjunction with Gonzalez Goodale
Architects, Lowe Enterprises prepared two conceptual design options; one to
include TCUSD, County Library, City Hall, Emergency Operations Center (EOC)
and a Multi-Purpose Community Center. The second option would analyze
development and pro-forma opportunities for the TCUSD property across the street
which would complement the Civic Center and enhance economic development
activities. Additionally, Lowe Enterprises also looked at the Civic Center P3 project
with and without TCUSD participation from a conceptual design standpoint.
5. On May 7, 2013, Mayor Sternquist, disbanded the Civic Center Master Plan Ad
Hoc Committee (i.e., Mayor Pro Tern Blum and Councilmember Yu); and
established a Civic Center Master Plan Standing Committee appointing Mayor Pro
Tern Blum and Councilmember Yu to the committee.
6. On June 4, 2013, the City Council approved the Fiscal Year (FY) 2013-14 City
Budget which included a reserve of $4 million of the General Fund monies for
Facilities Management. Of the $4 million, $150,000 is assigned for the development
of a P3 Overlay Master Plan from the reserve for Facilities Management.
7. On June 17, 2013, the City entered into a Consultant Services Agreement with
Linda Demmers, a sole proprietor, for $13,000, to conduct a Library Needs
Assessment, Space Needs Analysis and Building Program (i.e., completed
December, 2013). The study determined that the current 50 year old library is
undersized at 12,000 square feet for the service area population and that a new
21 ,000 square foot library is needed.
8. From July 2013 to September 2013, the Civic Center Master Plan Standing
Committee met to discuss the project schedule for the Library Needs Assessment,
Space Needs Analysis and Building Program and discuss next steps for moving
forward with the P3 Project.
9. From March 2014 to April 2014, the School District/City Standing Committee (i.e.,
Mayor Blum, Mayor Pro Tern Chavez and TCUSD Board Members and staff)
discussed the status of the P3 Project.
10. On April 29, 2014, the School District/City Standing Committee comprised of Mayor
Blum, Mayor Pro Tern Chavez, TCUSD Board Members Tiet and Ridley (Board
Member Knollenberg as alternate), Interim City Manager Penman, Acting
Superintendent Perini, and Director of Fiscal Services Sarrail, met to discuss the P3
project. The School District/City Standing Committee directed staff to bring a report
before the full City Council recommending the award of contract for architectural
City Council
May 20, 2014
Page 3 of 5
services with Gonzalez Goodale Architects to conduct a Facility Physical
Assessment and Facilities Programming study for City Hall and a
Programming/Needs Assessment for a possible new TCUSD Administration Building
in the Civic Center.
ANALYSIS:
Over the past couple of years, the City has made strides to improve its operations
through technology upgrades and facility improvements in order to provide residents
with more efficient delivery of City services. While improvements to date have been
minor, there is a potential to pursue a joint venture between the City, Los Angeles
County Library (County Library), and TCUSD to improve the functionality of each of
these civic buildings by creating a Civic Center (i.e., P3 Project).
There are a number of steps and actions that must be taken to determine th e viability of
the P3 Project; one that would include both private and public uses within the Civic
Center and TCUSD property across the street (i.e., 9700 Las Tunas Drive). Necessary
steps to determine the viability of the P3 Project include:
1. An analysis of the space needs (i.e., facilities programming) of the various public
uses within the proposed Civic Center. A library needs assessment has been
completed , however, a City Hall and a TCUSD Administration office needs
assessment has not;
A key component of the Public Private Partnership (P3) concept involves the
TCUSD property. The property is significant in size and has development potential
for retail/ residential mixed use. As is, it seems that the current TCUSD
Administration office space is larger than needed and the spatial layout is inefficient.
TCUSD at this time does not want to pursue a facility physical assessment to
determine improvements, upgrades, and renovations to the current building. While
TCUSD is justifiably not prepared at this time to make a decision regarding
leveraging their property to participate in the P3 Project, completion of a space
needs study is necessary in providing TCUSD much needed information to assist in
that determination. Though there is no out-of-pocket expense to TCUSD for the
space needs assessment/programming, District staff will need to work closely with
the architect as part of this effort.
2. A review of the possible continued use of the existing City Hall facility (i.e., facility
physical assessment);
Another critical component of the P3 Project plan pertains to City Hall's facility. City
Hall's facility has a number of deficiencies including but not limited to: energy
inefficiency and American Disabilities Act (ADA) compliance. Completing a facility
physical assessment would identify all these deficiencies, establish the spaces
needs for City Hall, and determine whether any additional space requirements can
City Council
May 20, 2014
Page 4 of 5
be met through a remodeling/expansion program or if construction of a new building
is necessary or more cost effective.
3. A feasibility study of the economic model with private uses within the P3 Project; and
In order for the P3 concept to be viable, an economic analysis must be conducted to
determine the viability and interest of the private sector in retail and residential
development within th e Civic Center.
4. The estimated net costs to the public agencies (i.e., City, County Library, and School
District) to participate in the P3 Project.
Based on the completion of steps 1, 2 and 3, the net costs of the project to the public
agencies will need to be established. These numbers will vary depending on private
sector's interest in the project, the selected development options and overa ll market
conditions.
The two studies will provide the basis for further discussion on the cost/benefit of
addressing the deficiencies through a major renovation project; or alternatively, building
a new City Hall or new TCUSD Administration office. The feasibility study of the
economic model with private uses and the estimated net costs to the public agencies
are the next steps towards assessing the overall feasibility analysis of the P3 concept.
CONCLUSION:
The City Council is requested to proceed with steps 1 and 2 and award an Architectural
Services Agreement with Gonzalez Goodale Architects, Inc. for Facilities Programming
(i.e., $28,000) and Facility Physical Assessment Services for City Hall (i.e., $52,000)
and the Temple City Unified School District (TCUSD) Administration Offices (i .e.,
$2 1,000) for a total amount not to exceed $101 ,000.
FISCAL IMPACT:
On June 4, 2013, the City Council approved the Fiscal Year (FY) 2013-14 City Budget
which a reserve of $4 million of the General Fund monies for Facilities Management. Of
the $4 million reserved for Facilities Management, $150,000 is assigned for the
development of a P3 Overlay Master Plan . Therefore, staff is recommending a total
agreement amount not to exceed $101,000 to complete facilities programming and facility
physical assessment services for City Hall and the TCUSD Administration Offices.
City Council
May 20, 2014
Page 5 of 5
ATTACHMENTS:
A. Draft Architectural Services Agreement between the City of Temple City and
Gonzalez Goodale Architects, Inc.
DESIGN PROFESSIONAL SERVICES AGREEMENT
For
FACILITIES PROGRAMMING AND FACILITY PHYSICAL
ASSESSMENT SERVICES FOR CITY HALL AND THE TCUSD
ADMINISTRATION OFFICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
GONZALEZ GOODALE ARCHITECTS, INC.
a California corporation
MAY_,2014
LA #4835-2198-6587 v 1
-I-
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF TEMPLE CITY
AND
GONZALEZ GOODALE ARCITECTS, INC.
Thi s Agreement fo r Design Professional ervices ("Agreement") is entered into as of this
__ day of , 20 14 by and between the City of Temple City, a municipal corporation
("City") and Gonzalez Goodale Architects, a California corporation ('"Design Professional").
City and Design Professional are sometim es hereinafter individually referred to as ·'Party" and
hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by Request for Qualifications, the perform ance of the services
defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submi ssion of a Statement of Quali fication for the
performance of the services defi ned and described parti cularly in Section 2 of this Agreement,
was selected by the City to perform those services.
C. Design Professional was selected by the City on the bas is of Design Professional's
demonstrated competence and the professional qualificati ons necessary fo r the satisfactory
performance of the services required.
D. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Design Professional Services Agreement and the City Manager has authority to execute
th is Agreement.
E. The Parties desire to formalize the selection of Design Professional for
performance of those services defined and described patticularly in Section 2 of th is Agreement
and desi re that the term s of that perfo rmance be as partic ularly defin ed and described herei n.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mu tual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of whi ch are
hereby acknowledged, the Parties agree as fo llows:
SECTION 1. TERM OF AGREEMENT.
Subj ect to the provisions of Section 20 "Termination of Agreement" of th is Agreement,
the Term of this Agreement is for one (I) year commencing on the date fi rst ascribed above. The
parti es may agree to one (I) extension of the Agreement for an additional term not to exceed one
(I) year.
Li\ #4835-2198-6587 vI -I -
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Design Professional agrees to perform the services set forth in
Exhibit '·A"" cope of Services" (hereinafter, the·· ervices") and made a part of this Agreement
by thi s reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the
sched ule specified in Exhibit "A." Should the ervices not be comp leted pursuant to that
schedule, th e Consultant shall be deemed to be in Default of th is Agreement. The City, in its
sole discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Design Professional to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in connection with
its performance of this Agreement that are in addition to or outside of the Services unless such
additional services are authorized in advance and in writing in accordance with Section 26
"Administrati on and Implementation" or Section 28 ··Amendment" of this Agreement. If and
when such additional work is authorized, such additional work shall be deemed to be part of the
Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitati ons set fo rth in this Agreement, City agrees to pay Design
Professional the amounts spec ified in Exhibit '·B" ·'Compensation" and made a part of this
Agreement by this reference. The compensation shall not exceed One Hundred One Thousand
dollars ($1 0 I ,000), plus reimbursement of actual expenses incurred not to exceed Five Thousand
dollars ($5,000), unless additional co mpensation is approved in writing in accordance with
Section 26 "Administration and Implementation'' or Section 28 "Amendment" of this
Agreement..
(b) Each month Design Professional shall furnish to City an ori ginal invoice for all
work performed and expenses incurred during the preceding month. The invoice shall detai l
charges by the following categories: labor (by sub-category), travel, materials, equi pment.
supplies, and sub-Design Professional contrac ts. Sub-consultant charges shall be detailed by the
following categories: labor, travel, materials, equipment and supplie . If the compensation set
forth in subsection (a) and Exhi bit "B" include payment of labor on an hourly basis (as opposed
to labor and materials being paid as a lump sum), the labor category in each invoice shall include
detailed descriptions of task performed and the amount of time incurred fo r or allocated to that
task. City shall independently review each invoice submitted by the Design Professional to
determine whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are di sputed, the invoice
shall be approved and paid according to the term s set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invo ice shall be returned by City to Design
Professional for correction and resubmission.
(c) Except as to any charges fo r ' ork perfor med or expenses incurred by Design
Professional whi ch are disputed by City, City ' ill use its best efforts to cause Design
LA #4835-2198-6587 vi -2-
Professional to be paid within forty-five ( 45) days o f receipt of Design Professional's correct and
undisputed invoice.
(d) Payment to Design Professional for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Design Professional.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional 's work under this
Agreement. either during performance or when completed. City shall reject or finally accept
Design Professional's work within sixty (60) days after submitted to City. City sha ll reject work
by a timely written explanation, otherwise Design Professional's work shall be deemed to have
been accepted. C ity's acceptance shal l be conclusive as to such work except with respect to
latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design
Professional's work by C ity shall not constitute a waiver of any of the provisions of th is
Agreement including, but not limited to, Section I 6 "Indemnification" and Section I 7
·'In surance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, fi les and other documents prepared, developed or discovered by Design
Professional in the course of providing the Services purs uant to this Ag reement shall become the
sole property of City and may be used, reused or otherwise disposed of by City without the
permission of the Des ign Professional. Upon completion, expiration or termination of this
Agreement. Design Professional shall turn over to C ity all such original maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer fi les, files and other
documents.
If and to the extent that City utilizes for any purpose not related to thi s Agreement any
maps, models designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Design Professional in the
course of providing the Services pursuant to this Agreement, Design Professional's
representation and warranties in Section 9 "Standard of Performance" of this Agreement shall not
extend to such use of the maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, fi les or other documents.
SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records
demonstrating or relating to Design Professio nal's performance of the Services. Design
Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled
checks, or other documents or records evidencing or relating to work, services, expend itures and
disbursements charged to City pursuant to this Agreement. Any and all such documents or
records shall be maintained in accordance with generally accepted accounting principles and
shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services
provided by Design Professional pursuant to this Agreement. Any and all such documents or
LA #-1835-2198-6587 vi - 3 -
records shall be maintained fo r three (3) years from th e date of execution of this Agreement and
to the extent required by laws relating to audits of public agencies and their ex penditures.
(b) Any and all records or documents required to be mainta ined pursuant to thi s
section shall be made available for inspection, audit and copying, at any time durin g regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shal l be provided directly to the City for in spection, audit and copying when it is
practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Design Professional's address indi cated for receipt of notices
in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or termination
of Design Professional's business, City may, by written request, require that custody of such
documents or records be given to the City. Access to such documents and records shall be
granted to City, as well as to its successors-in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent
contractor and not an officer, emp loyee or agent of City. Design Professional shall have no
authority to bind City in any manner, nor to incur any obligat ion, debt or liability of any kind on
behalf of or against City, whether by contract or oth erwi se, unless such authority is ex pressly
conferred under thi s Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of Design
Professional shall at all times be under Design Professional 's exclusive direction and control.
Neither City, nor any elected or appointed boa rds, offi cers, officials, employees or agents of City,
shall have control over the conduct of Design Professional or any of Design Professional's
officers, employees, or agents except as set forth in this Agreement. Design Professional shall
not at any time or in any manner represent that Design Professional or any of Design
Pro fessional's officers, employees, or agents are in any manner offi cials, orficers, employees or
agents of City.
(c) Neither Design Professional, nor any of Design Professional's officers, employees
or agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Design Professional expressly waives any claim Design
Professional may have to any such rights.
SECTION9. STANDARD OF PERFORMANCE.
Design Professional represents and warrants that it has the qualifications, experience and
fac iliti es necessary to properly perform the ervices required under thi s Agreement in a thorough,
competent and professional manner. Design Pro fessional shall at all times fa ithfully,
competently and professionally perform all Services. In meeting its obligations under this
Agreement Design Professional shall employ, at a minimum, generally accepted standards and
practices utilized by persons engaged in providing services simil ar to the Services req uired of
LA #4835-2198-6587 vi -4 -
Design Professional under thi s Agreement, and shall use such skill, prudence, and di ligence as
other members of Design Professional's profession commonly possess and exercise.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Design Professional shall keep itself informed of and comp ly with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during th e term of
thi s Agreement. Design Professional shall obtain any and all licenses, permits and authorizations
necessary to perform the Services set forth in thi s Agreement. Neither City, nor any elected or
appointed boards, officers, offi cials, employees or agents of City, shall be liable, at law or in
equity, as a result of any failure of Design Professional to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing wage
laws do not apply to thi s Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the Cali forn ia Labor Code or
regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair
work performed on public buildings, facilities, streets or sewers done under contract and paid for
in whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstru ction phases of construction in cluding, but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRJMINATION.
Design Professional shall not discrimin ate, in any way, against any person on the basis of
race, color, religious creed, national ori gin, ancestry, sex, age, physical handicap, medica l
condition or marital status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Design Professional hereby promises and agrees to comply with all of the provisions of
the Federal [mmigration and ationality Act, 8 U.S.C.A. §§ I I 0 I, et ~-, as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Design
Professional so employ such unauthorized aliens for the performance of the Servi ces, and should
the any liabi lity or sanctions be imposed against City for such use of unauthorized aliens, Design
Professional hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Design Professional covenants that neither it, nor any officer or principal of its
firm , has or shall acquire any interest, directly or indirectly, which would connict in any manner
with the interests of City or which would in any way hinder Design Pro fessional's performance
of the Services. Design Professional further covenants that in the performance of this
Agreement, no person havi ng any such interest shall be employed by it as an offi cer. employee.
agent or subcontractor without the express written consent of the City Manager. Design
Li\ #4835-2198-6587 vi -5 -
Professional agrees to at all times avoid con nicts of interest or the appearance of any confli cts of
interest with the interests of City in the performance ofthis Agreement.
(b) City understands and acknowledges that Design Professional is, as of the date of
execution of this Agreement. independently in volved in the performance of non-related services
for other governmental agencies and private parties. Design Professional is unaware of any
stated position of City relative to such proj ects. Any future position of City on such projects
shall not be co nsidered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Design Professional will, perform non-
related services for other governmental agencies and private Parties following the completion of
the Services under this Agreement. Any such future service shall not be considered a conflict of
in terest for purposes of th is section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) Al l information gained or work product produced by Design Professional in
performance of thi s Agreement shall be considered confidential, unless such information is in the
public domain or already known to Design Professional. Design Professional shall not release or
disclose any such information or work produ ct to persons or entities other than City without prior
written authorization from the City Manager, except as may be required by law.
(b) Design Professional, its offi cers, employees, agents or subcontractors, shall not,
without prior written authorization from the City Manager or unless requested by the City
Attorney of City, voluntarily provide declarations, letters of support, testimony at deposit ions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order sha ll not be considered "voluntary" provided
Design Professional gives City notice of such court order or subpoena.
(c) If Design Professiona l, or any officer, employee, agent or subcontractor of Design
Professional, provides any info rmation or work product in violation of thi s Agreement, then City
shall have the right to reim bursement and indemnity from Design Professional for any damages,
costs and fees, including attorneys fees, caused by or incurred as a result of Design Professional's
conduct.
(d) Design Professional shall promptly notify City should Design Professiona l , its
offi cers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding th is Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Design
Professional or be present at any depositi on, hearing or sim ilar proceeding. Design Professional
agrees to cooperate fully with City and to provide City with the opportunity to review any
response to discovery requests provided by Design Professional. However, thi s right to review
any such respon se does not imply or mean the right by City to control, direct, or rewrite said
response.
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SECTION 16. INDEMNTFICA TION.
(a) Indemnification by Design Professional. As provided unde r Civil Code Section
2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and
all of its offi cials, employees and agents ("In demnifi ed Parties") from and against any and all
claims. actions and proceedings (whether at law or equity, administrative or judicial), demands,
orders, judgments, losses, liabilities, damages, costs and expenses, including attorney's fees and
costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Design Professional, its offi cers, agents,
employees or sub-Design Professionals (or any entity or ind ividual that Design Professional shall
bear the legal liability thereof) in the performan ce of professional services under this Agreement,
with the understanding that in the event Claims are found by the trier of fact to have been caused
by the joint or concurrent negligence of the City and its contractors and Design Professionals,
and Design Professional, damages and expenses from both indemni ty and duty to defend
obligations shall be borne by each party in proportion to its negligence.
(b) Indemnification from Sub-Consultants. Design Professional agree to obtain
executed indemnity agreements with provisions identical to those set forth here in this section
from each and every sub-consultant I contract or any other person or entity involved by, fo r, with
or on behalf of Design Pro fessional in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Design Professiona l fails to obtain
such indemnity obligations from others as required here, Design Professional agrees to be fu lly
responsible according to the terms of th is section. Failure of City to monitor compli ance with
these requirements imposes no additional obligations on City and will in no way ac t as a waiver
of any rights hereunder. This obligation to indemnify and defend City as set forth herein is
binding on the successors, assigns or heirs of Design Professional and shall survive the
termination of this Agreement or this section.
(c) City's Sole Acti ve Negligence. The provisions of this section do not apply to
Claims occurring as a result of City's sole acti ve negligence. The provisions of this sect ion shall
not release City from li abi lity arising from gross negligence or will ful acts or omissions of City
or any and all of its officials, em ployees and agents.
SECTION I 7. INSURANCE.
Design Professional agrees to obtain and maintain in fu ll force and effect during the term
of this Agreement the insurance policies set forth in Ex hibit "C" "Insurance" and made a part of
this Agreement. All insurance policies shall be subject to approva l by City as to form and
content. These requirements are subj ect to amendment or waiver if so approved in writing by the
City Manager. Design Professional agrees to provide City with copies of required policies upon
request.
SECTION 18. ASSIGNMENT.
T he expertise and experi ence of Design Professional are material considerations for thi s
Agreement. City has an interest in the qualifications and capability of the persons and entities
who will fulfill the duties and obligations im posed upon Design Professional under this
Agreement. In recognition of that interest. Design Professional shall not assign or transfer this
Li\ #4835-2198-6587 vi -7-
Agreement or any portion of this Agreement or the performance of any of Design Professional's
duties or ob ligations under this Agreement without the prior written consent of the City. Any
attempted assignment shall be ineffective, null and void, and shall constitute a material breach of
this Agreement entitling City to any and all remedies at law or in equity, including termination of
this Agreement pursuant to Section 20 ''Termination of Agreement." City acknowledges,
however, that Design Professional, in the performance of its duties pursuant to this Agreement,
may uti I ize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and
continu ity of Design Professional 's staff and subcontractors, if any, assigned to perform the
Services. Design Professional shall notify City of any changes in Design Professional's staff and
subcontractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may tenninate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Design Professional. In the event such notice is
given, Design Professional shall cease immed iately all wo rk in progress.
(b) Design Professional may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Design Professional or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Design Professional or City may
terminate this Agreement immedi ately upon written notice.
(d) Upon termination of this Agreement by either Design Professional or City, all
property belonging exclusively to City which is in Design Professional's possession shall be
returned to City. Design Professional shall furnish to City a final invo ice for work performed
and expenses incurred by Design Professional, prepared as set forth in Section 4 "Compensation
and Method of Payment" of thi s Agreement. This fin al invoice shall be reviewed and paid in the
same manner as set fotth in Section 4 "Compensation and Method of Payment" of thi s
Agreement.
SECTION 21. DEFAULT.
In the event that Design Professional is in default under the terms of this Agreement, the
City shall not have any obligation or duty to continue compensating Design Professional for any
work performed after the date of default. Instead, the City may give notice to Design
Professional of the default and the reasons for the default. The notice shall include the timeframe
in which Design Professional may cure the default. This timeframe is presumptively thirty (30)
days, but may be extended, though not reduced, if circumstances warrant. During the period of
time that Design Professional is in default, the City shall hold all invoices and shall, when the
default is cured, proceed with payment on the invoices. In the altern ative, the City may. in its
sole discretion. elect to pay so me or al l of the outstanding invoices during the period of default.
Li\ #4835-2198-6587 vi -8-
If Design Professional does not cure the default, the City may take necessary steps to terminate
thi s Agreement under Section 20 ·Termination of Agreement." Any failure on the part of the
City to give notice of the Design Professio nal's default shal l not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Design Professional shall not be liable for damages, including liquidated damages, if any,
caused by delay in performance or fai lure to perform due to causes beyond the control of Design
Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy,
acts of federal, state or local govern ments, acts of C ity, court orders, fires, floods, epidemics,
strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be
equitably adjusted for any delays due to such causes.
SECTION23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the Services shall be furni shed to
Design Professional in every reasonable way to facilitate, without undue delay, the Services to be
performed under this Agreement.
SECTION 24. NOTICES.
All notices req uired or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mai l, postage prepaid and return
receipt requested, addressed as fol lows:
To City:
To Design Professional:
City of Temple City
Attn: City Manager
970 I Las Tunas Dr.
Temple City, CA 91780
Gonzalez Goodale Architects, Inc.
Attn: Ali Barar, AlA, Managing Principal
135 West Green St., Suite 200
Pasadena, CA 9 11 05
otice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design Professional
represents and warrants that he/she/they has/have the authority to so execute th is Agreement and
to bind Design Professional to the performance of its obligations hereunder.
Li\ #4835-2198-6587 vi -9-
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue interpretations and
to make amendments to this Agreement, includ ing amendments that commit additional fund s,
consistent with Section 28 "Amendment" and the City Manager's contracting authority under the
Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
Th is Agreement shall be bi nding upon th e heirs, executors, administrators, successors and
assigns ofthe Part ies.
SECTION28. AMENDMENT.
No amendment to or modification of this Agreement shall be val id unless made in writing
and approved by the Design Professional and by the City. The City Manager shall have the
auth ority to approve any amendment to this Agreement if the total compensation under this
Agreement as amended, would not exceed the City Manager's contracting authority under the
Temple City Municipal Code. All other amendments shall be approved by the City Council. The
Parties agree that the requirement for written modifications cannot be waived and that any
attempted waiver shall be void.
SECTION29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a wa iver of any other term, condition, or covenant. Waiver by
any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Design Professional shall not
constitute a waiver of any ofthe provisions ofthis Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the Parties, venue in state trial courts shall
lie exclu sively in the County of Los Ange les, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of Californ ia, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing Party in such litigati on or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
LA #~835·21 98-6587 vi -I 0 -
This Agreement, including the attached Exhibits "A" thro ugh "C", is the entire, complete,
final and exclusive expression of the Parties with respect to the matters add ressed therein and
supersedes all other agreements or understandings, whether oral or ' ritten, or entered into
between Design Professional and City prior to the execution of this Agreement. No statements,
representations or other agreements, whether oral or written, made by any Pa rty which are not
embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court ofcompetentjurisdiction to be invalid, void or une nforceable, the remaining provisions of
th is Agreement shall not be affected thereby and the Agreement shal l be read and construed
without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein , if the terms of th is Agreement conflict with the terms
of any Exh ibit hereto, or with the terms of any document incorporated by reference into this
Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed th is Agreement on the date
and year first-above written.
ATTEST:
Peggy Kuo
City Clerk
APPROVED AS TO FORM
Eric S. Va il
City Attorney
I.A #4835-2198-6587 vI
CITY OF TEMPLE CITY
Don Penman
Interim City Manager
-I I -
By:------------By: ___________ __
Its: __________ _ Its: ------------
NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY.
LA #4835-2198-6587 vI -12 -
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by
his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of \\hich the pcrson(s) acted.
executed the instrument.
I certify under PE ALTY OF PERJURY under the la\\S of the State of Cali fornia that the foregoing paragraph is
true and correct.
WITNE my hand and oflicial seal.
Signature:---------------
OPTIO AL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPAC ITY CLAIMED BY IGNER
D I DIVIDUAL 0 CORPORATE OFFICER
T ITLE(S)
PARTNER(S) D
D
An 'OR EY-IN-FACT
LI M ITED
GE ERAL
D
D D
D
D
TRU TEE(S)
GUARDIAN/CONSERVATOR
OTHER. _____________________ _
SIGNER IS REPRESENTING:
(NAME OF PERSO (S) OR ENTITY(IES))
LA #4835-2198-6587 vI
DESCRIPTION OF ATTACHED DOC 1E T
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
IGNER(S) OTIIER T IIAN AM ED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
TATE OF CALIFORNIA
COU TY OF
On ___ _ before me. _______ . personally appeared -------
0 personally known to me -OR -0 proved to me on the basis of satisfactory evidence to be the person(s) whose
names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacit) (ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalfof,,hich the person(s) acted. executed the instrument.
WIT E my hand and official seal.
( IGNATURE OF OTARY)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAI MED BY SIGNER
D I DIVIDUAL
0 CORPORATE OFFICER
D
D D
D
D
TITLE(S)
PART ER(S) D
D
LIMITED
GE ERI\L
ATTOR EY-IN-FACT
TRUSTEE(S)
GUARDJAN/CONSER VA TOR
OTI I.ER. ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSO (S) ORE TITY(IE ))
l.A #4835-2t98-6587 vi
DESCRIPTION OF ATTACHED DOC !lENT
TITLE OR TYPE OF DOCUME T
UMBER OF PAGES
DATE OF DOCUMENT
SIG ER(S) OTHER TIIA NAMED ABOVE
Scope of Professional Services:
A. Facilities Programming
EXHIBIT "A"
SCOPE OF SERVICES
Architect shall prepare a comprehensive facilities program assessment (Facility eeds
Assessment) for review by City and TCUSD, Such Facility Needs Assessment shall include a
review of records, interviews with City and TCUSD staff and fol lowing industry standard needs
assessment criteria of the office, meeting room(s), hearing room(s), public space, storage, and
open space requirements of the City and TCUSD, including a review of the City's and TCUSD's
current staffing and projected changes therein.
B. Facility Physical Assessment
Architect shall prepare a comprehensive physical assessment (Faci lity Physical Assessment) of
the existing City Hall building on the Civic Center Site, including electrical, mechanical,
plumbing, access, seismic and other renovations in order to determine improvements, upgrades
and renovations to such buildings that would be necessary and desirable to (a) meet current
fire/life/safety, environmental/green buildin g, and other requirements under applicable building
codes, laws, rules and regulationsj and (b) achieve a level of improvement that could be
reasonably expected to satisfY the space needs of the City and the TCU D, as applicable, for fifty
years or more.
C. Schedule
Completion o f the project shall be no later than 90 calendar days from date of the project kick-off
meeting.
LA #4835-2198-6587 vI
A-I
EXHIBIT "B"
COMPENSATION
Design Professional compensation under this Agreement shall not exceed $101,000, plus
reimbursement of actual expenses incurred as provided below. The components of Design
Professionals Compensation are:
1. Facilities Programming:
2. Facilities Physical Assessment
3. Reimbursable Expenses
TCUSD
City
Subtotal
$21,000
$28,000
$49,000
City $52,000
Subtotal $52,000
Total 1 & 2 $101,000
Design Professional shall include within its monthly invoices for each component of
the Scope of Services a listing of the reimbursable expenses reasonably and actually
incurred by Design Professiona l. Such expenses shall be supported with documents
indicating the actual expense incurred. Architect shall be entitled to include those charges
on Architect's invoices with a four percent (4%) service charge on the expenses. Total
expenses plus service charge shall not exceed $5,000 in total.
LA #-1835-2198-6587 vi
B-1
EXHIBIT "C"
INSURANCE
A. Insurance Requ irements. Design Professional shall provide and maintain
insurance, acceptable to the City. in ful l force and effect throughout the term of this Agreement.
against claims for injuries to perso ns or damages to property which may arise from or in
connection with the performance of the Services by Design Professional, its agents,
representatives or emp loyees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VI I. Design Professional sha ll provide the following scope and limits of
insurance:
I. Minimum Scope of Insurance. Design Professional shall maintain
professional liab ility insurance appropri ate to the Design Professional 's profession. Thi s
coverage may be written on a ·'claims made" basis, and must in clude coverage for contractual
liability. The professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to Services performed under this
Agreement. The insurance must be maintained for at least three (3) consecutive years following
the completion of Des ign Professional's services or the termination of this Agreement. During
this additional three (3) year period, Design Professional shall annually and upon request of the
City submit written evidence of thi s continuous coverage.
2. Minimum Limits of Insurance. Design Professional shall maintain lim its
of professional I iabi I ity insurance no less th an $1 ,000,000 per occurrence.
B. Other Provisions. Each insurance policy required by thi s Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or ei ther
Party to thi s Agreement, reduced in coverage or in limits except after 30 days' prior written notice
by certified mail, return receipt requested, has been given to City.
C. Other Requ irements. Design Professional agrees to deposit with City, at or before
the effective date of this Agreement, certi ftcates of insurance necessary to satisfy City that the
insurance provisions of th is contract have been complied with. The City Attorney may require
that Design Professional furnish City with copies of original endorsements effecting coverage
required by this Exhibit "C". The certificates and endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect
complete, certified copi es of all required insurance pol icies, at any time.
I. Design Professional shall furnish certificates and endorsements ffom each
subcontractor identi cal to those Design Professional provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shal l reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers. officials, employees and volu nteers or the Design Professional shall procure a bond
LA #-1835-2198-6587 vi
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guaranteeing payment of losses and related investigations, claim administration, defense
expenses and claims.
3. The procuring of such required policy or policies of insurance shal l not be
construed to limit Des ign Professional's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
LA #4835-2198-6587 vI
C-2
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