HomeMy Public PortalAbout02) 4A Award Architectural Contract Services Agreement to Gonzalez Goodale Architects, Inc. for Facilities Programming and Facility Physical Assessment Services for City HallAGENDA
ITEM 4.A.
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: August 5, 2014
TO: The Honorable City Council
FROM: Donald E. Penman, Interim City Manager~
SUBJECT: AWARD AN ARCHITECTURAL SERVICES AGREEMENT WITH
GONZALEZ GOODALE ARCHITECTS, INC. FOR FACILITIES
PROGRAMMING AND FACILITY PHYSICAL ASSESSMENT SERVICES
FOR CITY HALL
RECOMMENDATION:
The City Council is requested to:
a) Award an Architectural Services Agreement with Gonzalez Goodale Architects,
Inc . for facilities programming and facility physical assessment services for City
Hall (Attachment "A") in an amount not to exceed $80,000; and
b) Authorize the Interim City Manager to finalize and execute the Architectural
Services Agreement with Gonzalez Goodale Architects, Inc.
BACKGROUND:
1. On June 5, 2012, the City Council adopted Ordinance No. 12-953 adding a new
Chapter 10 "Budget Reserve Fund Balance Requirements" to Title 2
"Administration" of the Temple City Municipal Code.
2. On June 19, 2012, the City Council approved the Fiscal Year (FY) 2012-13 City
Budget, which included a $40,000 appropriation for the development of a Civic
Center Master Plan and library needs assessment.
3. On September 18, 2012, Mayor Yu established a Civic Center Master Plan Ad Hoc
Committee and appointed himself and Councilmember Blum to the committee.
4. On November 20, 2012, the City Manager executed a Consultant Services
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
City Council
August 5, 2014
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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 (TCUSD) 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 Tem Blum and Councilmember Yu); and
established a Civic Center Master Plan Standing Committee appointing Mayor Pro
Tem 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 reserved $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 Tem 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 Tem Chavez, TCUSD Board Members Tiel 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
services with Gonzalez Goodale Architects to conduct a Facility Physical
Assessment and Facilities Programming study for City Hall and a
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August 5, 2014
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Programming/Needs Assessment for a possible new TCUSD Administration Building
in the Civic Center.
11. On May 5, 2014, the City Council continued consideration of approval of an
architectural services agreement with Gonzalez Goodale Architects for a Facilities
Programming and Facility Physical Assessment Study for City Hall and the TCUSD
until such time a joint meeting of the City Council and School Board could be held.
12. On June 3, 2014, the City Council approved the Fiscal Year (FY) 2014-15 City
Budget which appropriated $150,000 for a P3 Overlay Master Plan.
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 the 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 this 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);
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August 5, 2014
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Another critical component of the P3 Project plan pertains to City Hall's facility. City
Hall's facility has a number of deficiencies including: energy inefficiency, American
Disabilities Act (ADA) compliance, etc. 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 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
4. The estimated net costs to the public agencies (i.e., City, County Library, and School
District) to participate in the P3 Project.
The two studies proposed on May 5 would have provided 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 would have been the next steps towards assessing the
overall feasibility analysis of the P3 concept. However, at the May 5, City Council
meeting, members of the Council raised a number of questions in particular about the
analysis of the TCUSD Administration offices. Therefore, the City Council continued the
matter until a joint meeting could be held between the City Council and the School
Board.
Regardless of whether the P3 concept moves forward or whether TCUSD determines it
wishes to participate, the analysis of City Hall is still necessary. The building has a
number of deficiencies including ADA, energy efficiency, and space deficiencies. An
analysis of City Hall will involve a complete review of the building systems such as
structural, mechanical and electrical. Cost estimates will be prepared to address the
issues with the building and the City Council will be able to evaluate this information to
determine the best means to address the problems identified in the analysis. This could
involve a renovation of City Hall, renovation and expansion, or a new City Hall. It is
estimated that this study will take approximately three (3) months, during which the City
will hold the joint meeting with the School Board and have a sense of the direction the
District would like to take regarding their existing Administration Office.
CONCLUSION:
The City Council is requested to 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., $52,000). for a total amount not to
exceed$ $80,000.
City Council
August 5, 2014
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FISCAL IMPACT:
On June 3, 2014, the City Council approved the FY 2014-15 City Budget which reserved
$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 $80,000 to complete facilities programming and facility physical assessment
services for City Hall.
ATTACHMENTS:
A. Draft Architectural Services Agreement between the City of Temple City and
Gonzalez Goodale Architects, Inc.
ATTACHMENT A
DESIGN PROFESSIONAL SERVICES AGREEMENT
For
FACILITIES PROGRAMMING AND FACILITY PHYSICAL
ASSESSMENT SERVICES FOR CITY HALL
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
GONZALEZ GOODALE ARCHITECTS, INC.
a California corporation
AUGUST 5, 2014
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF TEMPLE CITY
AND
GONZALEZ GOODALE ARCITECTS, INC.
This Agreement for Design Professional Services ("Agreement") is entered into as of this
5th day of August, 2014 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 sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as the "Patiies."
RECITALS
A. City has sought, by Request for Qualifications, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a Statement of Qualification for the
performance of the services defined and described particularly 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 basis of Design Professional's
demonstrated competence and the professional qualifications necessary for 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
this Agreement.
E. The Parties desire to formalize the selection of Design Professional for
performance of those services defined and described particularly in Section 2 of this Agreement
and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the Term of this Agreement is for one (1) year commencing on the date ±irst ascribed above. The
parties may agree to one (1) extension of the Agreement for an additional term not to exceed one
(1) year.
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SECTION2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Design Professional agrees to perform the services set forth in
Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement
by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, the Consultant shall be deemed to be in Default of this 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 authori zed in advance and in writing in accordance with Section 26
"Administration 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 limitations set forth in this Agreement, City agrees to pay Design
Professional the amounts specified in Exhibit "B" "Compensation" and made a part of this
Agreement by this reference. The compensation shall not exceed Eighty Thousand dollars
($80,000), plus reimbursement of actual expenses incurred not to exceed Five Thousand dollars
($5,000), unless additional compensation 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 original invoice for all
work performed and expenses incurred during the preceding month . The invoice shall detail
charges by the following categories: labor (by sub-category), travel, materials, equipment,
supplies, and sub-Design Professional contracts. Sub-consultant charges shall be detailed by the
following categories: labor , travel , materials, equipment and supplies. If the compensation set
forth in subsection (a) and Exhibit "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 for 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 disputed, the invoice
shall be approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City to Design
Professional for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Design
Professional which are disputed by City, City will use its best efforts to cause Design
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Professional to be paid within forty-five (45) days of 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.
SECTIONS. 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 shall reject work
by a timely written explanation, otherwise Design Professional's work shall be deemed to have
been accepted. City's acceptance shall 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 City shall not constitute a waiver of any of the provisions of this
Agreement including, but not limited to, Section 16 "Indemnification" and Section 17
"Insurance."
SECTION6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files and other documents prepared, developed or discovered by Design
Professional in the course of providing the Services pursuant to this Agreement shall become the
sole property of City and may be used, reused or otherwise disposed of by City without the
permission of the Design Professional. Upon completion, expiration or termination of this
Agreement, Design Professional shall turn over to City all such original maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other
documents.
If and to the extent that City utilizes for any purpose not related to this 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" ofthis Agreement shall not
extend to such use of the maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files or other documents.
SECTION7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records
demonstrating or relating to Design Professional's perfom1ance 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, expenditures 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
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records shall be maintained for three (3) years from the date of execution of this Agreement and
to the extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shall be provided directly to the City for inspection, 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 indicated 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.
SECTIONS. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Design Professional shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on
behalf of or against City, whether by contract or otherwise, unless such authority is expressly
conferred under this 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 boards, officers, 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
Professional's officers, employees, or agents are in any manner officials, officers, 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 wan·ants that it has the qualifications, experience and
facilities necessary to properly perform the Services required under this Agreement in a thorough,
competent and professional manner. Design Professional shall at all times faithfully,
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 similar to the Services required of
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Design Professional under this Agreement, and shall use such skill, prudence, and diligence 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 infonned of and comply with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of
this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations
necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or
appointed boards, officers, officials, 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. PREV AlLING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California 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 preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Design Professional shall not discriminate, in any way, against any person on the basis of
race, color, religious creed, national origin, ancest1y, sex, age, physical handicap, medical
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 Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., 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 Services, and should
the any liability 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
fim1, has or shall acquire any interest, directly or indirectly, which would conflict in any manner
with the interests of City or which would in any way hinder Design Professional's performance
of the Services. Design Professional further covenants that in the performance of this
Agreement, no person having any such interest shall be employed by it as an officer, employee,
agent or subcontractor without the express written consent of the City Manager. Design
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Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of
interest with the interests of City in the performance of this Agreement.
(b) City understands and acknowledges that Design Professional is, as of the date of
execution of this Agreement, independently involved in the performance of non-related services
for other govemmental agencies and private parties. Design Professional is unaware of any
stated position of City relative to such projects. Any future position of City on such projects
shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Design Professional will, perform non-
related services for other govemmental agencies and private Parties following the completion of
the Services under this Agreement. Any such future service shall not be considered a conflict of
interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Design Professional in
performance of this 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 product 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 officers, 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 depositions,
response to inten·ogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Design Professional gives City notice of such court order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of Design
Professional, provides any information or work product in violation of this Agreement, then City
shall have the tight to reimbursement 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 Professional , its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, intenogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Design
Professional or be present at any deposition, hearing or similar 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, this right to review
any such response does not imply or mean the right by City to control, direct, or rewrite said
response.
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SECTION 16. INDEMNIFICATION.
(a) Indemnification by Design Professional. As provided under Civil Code Section
2782.8, Design Professional shall indemnifY, protect, defend and hold harmless City and any and
all of its officials, employees and agents ("Indemnified 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 officers, agents,
employees or sub-Design Professionals (or any entity or individual that Design Professional shall
bear the legal liability thereof) in the performance 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 indemnity and duty to defend
obligations shall be borne by each party in proportion to its negligence.
(b) Indemnification from Sub-Consultants. Design Professional agrees 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, for, with
or on behalf of Design Professional in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain
such indemnity obligations from others as required here, Design Professional agrees to be fully
responsible according to the terms of this section. Failure of City to monitor compliance with
these requirements imposes no additional obligations on City and will in no way act 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 Active Negligence. The provisions of this section do not apply to
Claims occmring as a result of City's sole active negligence. The provisions of this section shall
not release City from liability arising from gross negligence or willful acts or omissions of City
or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during the term
of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of
this Agreement. All insurance policies shall be subject to approval by City as to form and
content. These requirements are subject 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.
The expertise and experience of Design Professional are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Design Professional under this
Agreement. In recognition of that interest, Design Professional shall not assign or transfer this
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Agreement or any portion of this Agreement or the performance of any of Design Professional's
duties or obligations 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 "Tennination of Agreement." City acknowledges,
however, that Design Professional, in the performance of its duties pursuant to this Agreement,
may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and
continuity 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.
SECTION20. TERMINATION OF AGREEMENT.
(a) City may terminate 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 immediately all work in progress.
(b) Design Professional may terminate this Agreement for cause at any time upon
thirty (30) days written notice oftennination 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 immediately 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 invoice for work performed
and expenses incuned by Design Professional, prepared as set forth in Section 4 "Compensation
and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the
same manner as set forth in Section 4 "Compensation and Method of Payment" of this
Agreement.
SECTION21. 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 time frame
in which Design Professional may cure the default. This timefrarne 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 alternative, the City may, in its
sole discretion, elect to pay some or all of the outstanding invoices during the period of default.
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If Design Professional does not cure the default, the City may take necessary steps to tenninate
this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the
City to give notice of the Design Professional's default shall 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 failure 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 governments, acts of City, 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 furnished to
Design Professional in every reasonable way to facilitate, without undue delay, the Services to be
performed under this Agreement.
SECTION24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City:
To Design Professional:
City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Gonzalez Goodale Architects, Inc.
Attn: Ali Barar, AIA, Managing Principal
135 West Green St., Suite 200
Pasadena, CA 91105
Notice 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.
SECTION25. 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 this Agreement and
to bind Design Professional to the performance of its obligations hereunder.
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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, including amendments that commit additional funds,
consistent with Section 28 "Amendment" and the City Manager's contracting authority under the
Temple City Municipal Code.
SECTION27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the Parties.
SECTION28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by the Design Professional and by the City. The City Manager shall have the
authority 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 waiver 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 of the provisions of this Agreement.
SECTION30. 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 exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
SECTION31. 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 litigation 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.
SECTION32. ENTIRE AGREEMENT.
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This Agreement, including the attached Exhibits "A" through "C", is the entire, complete,
final and exclusive expression of the Parties with respect to the matters addressed therein and
supersedes all other agreements or understandings, whether oral or written, 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 Party 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 of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement shall 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 this Agreement conflict with the terms
of any Exhibit 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 this Agreement on the date
and year first -above written.
ATTEST:
Peggy Kuo
City Clerk
APPROVED AS TO FORM
Eric S. Vail
City Attorney
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CITY OF TEMPLE CITY
Donald E. Penman
Interim City Manager
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.
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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 instmment the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certifY under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: ______________ _
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 CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S)
PARTNER(S) D LIMITED
D GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
D
D
D
D
D
GUARDIAN/CONSERVATOR
OTHER~------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
LA #4835-2198-6587 vl
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On ____ _ before me, ------~ personally appeared------~
D personally known to me-OR-D 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 which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(SIGNATURE OF NOTARY)
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 fonn
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
D
D
D
D
D
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL D
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ____________________ ___
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
Scope of Professional Services:
A. Facilities Programming
EXHIBIT "A"
SCOPE OF SERVICES
Architect shall prepare a comprehensive facilities program assessment (Facility Needs
Assessment) for review by the City, such Facility Needs Assessment shall include a review of
records, interviews with City staff and following industry standard needs assessment criteria of
the office, meeting room( s ), hearing room( s ), public space, storage, and open space requirements
of the City, including a review of the City's current staffing and projected changes therein.
B. Facility Physical Assessment
Architect shall prepare a comprehensive physical assessment (Facility 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 dete1mine improvements, upgrades
and renovations to such buildings that would be necessary and desirable to (a) meet cunent
fire/life/safety, environmental/green building, and other requirements under applicable building
codes, laws, rules and regulations, and (b) achieve a level of improvement that could be
reasonably expected to satisfY the space needs of the City, as applicable, for fifty years or more.
C. Schedule
Completion of the project shall be no later than 90 calendar days fi·om date of the project kick-off
meeting.
A-1
EXHIBIT "B"
COMPENSATION
Design Professional compensation under this Agreement shall not exceed $80,000, plus
reimbursement of actual expenses incurred as provided below. The components of Design
Professionals Compensation are:
1. Facilities Programming:
City $28.000
Subtotal $28,000
2. Facilities Physical Assessment
City$52.000
Subtotal $52,000
Totall & 2 $80,000
3. Reimbursable Expenses
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 Professional. 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.
B-1
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Design Professional shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the tern1 of this Agreement,
against claims for injuries to persons or damages to property which may arise from or in
com1ection with the performance of the Services by Design Professional, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:Vli. Design Professional shall provide the following scope and limits of
msurance:
1. Minimum Scope of Insurance. Design Professional shall maintain
professional liability insurance appropriate to the Design Professional's profession. This
coverage may be written on a "claims made" basis, and must include 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 Design Professional's services or the termination of this Agreement. During
this additional three (3) year period, Design Professional shall am1ually and upon request of the
City submit written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Design Professional shall maintain limits
of professional liability insurance no less than $1,000,000 per occurrence.
B. Other Provisions. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either
Party to this 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 Requirements. Design Professional agrees to deposit with City, at or before
the effective date of this Agreement, certificates of insurance necessary to satisfY City that the
insurance provisions of this 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 copies of all required insurance policies, at any time.
1. Design Professional shall furnish certificates and endorsements from each
subcontractor identical 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 shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers, officials, employees and volunteers or the Design Professional shall procure a bond
C-1
guaranteeing payment of losses and related investigations, claim administration, defense
expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Design Professional's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
C-2