HomeMy Public PortalAboutAgreement_2014-05-20_Gonzalez Goodale Architects, Inc_Conceptual Schematic Design 5800 TC BlvdDESIGN PROFESSIONAL SERVICES AGREEMENT
For
CONCEPTUAL/SCHEMATIC DESIGNS FOR FUTURE USES OF
5800 TEMPLE CITY BLVD. PROPERTY
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
GONZALEZ GOODALE ARCHITECTS, INC.
a California corporation
LA #4835-2148-6587 v1
MAY 209 2014
-I-
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
200' day of May, 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 "Parties."
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 first 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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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scone 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 authorized 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 Fourteen Thousand dollars
($14,000), 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: Ipbor, 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.
SECTION S. 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."
SECTION 6. 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" of this 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.
SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records
demonstrating or relating to Design Professional'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, 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.
SECTION 8. 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.
SECTION 9. STANDARD OF PERFORMANCE.
Design Professional represents and warrants 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 ail 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 informed 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. PREVAILING 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 Iimited 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, ancestry, 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 LN., as amended, and in
connection therewith, shall not eTploy 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
firm, 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 finiher 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 rimes 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 governmental 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 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
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 interrogatories 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 right 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.
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(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, interrogatories, 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 1 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 faits 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) Citv's Sole Active Negligence. The provisions of this section do not apply to
Claims occurring 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.
I
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 "Termination 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.
SECTION 20. 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 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 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 incurred 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 sett forth in Section 4 "Compensation and Method of Payment" of this
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 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 terminate
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.
SECTION 23. 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.
SECTION 24. 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: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Design Professional: Gonzalez Goodale Architects, Inc.
i 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.
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 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.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the Parties.
SECTION 28. 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.
SECTION 29. 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.
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 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.
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 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.
SECTION 32. 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 fust -above written.
CITY OF TEMPLE CITY
abn
Don Penman
Interim City Manager
ATTEST:
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Peggyv�
City Clerk
APPROVED AS TO FO
Eric S. Vail
City Attorney
LA #4835-2]98-6587 v]
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By: Armando L. Gonzalez, FAIA
Its: Manaqinq Principal Its: Principal
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
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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: *----
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CAPACITY CLAIMED BY SIGNER
M INDIVIDUAL
J9 CO TE OFFICER f �
iYZ,[,� GAJ
TITLErS)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTTrY(IES))
LA #4835-2198.6587 v
DESCRIPTION OFACHED DOCUM�iT
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TITLE OR TYPVOFCUM:ENT
12
NUMBER OF PAGES
iS-2rZo4
DATE OF DOCUMENT
eB ane
SIG R(S) OTHER THAN NAMED ABOVE
S
EXHIBIT "A"
SCOPE OF SERVICES
Scope of Professional Services:
A. Site Planning
1. Parking to serve the commercial businesses in the area
2. Parking with a "pocket park"
3. Full use of the site as a park
4. Commercial on the corner with public parking
5. Mixed use: commercial on the ground floor with senior housing above
B. Schedule
Completion of the project shall be no later than90calendar days from date of the project kick-off
meeting.
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EXHIBIT "B"
COMPENSATION
I. Consultant shall use the following rates of pay in the performance of the Services:
A. Principal $235.00/hr
B. Project Desiqner $170.00/hr
C. Sr. Concept Desiqner $170.00/hr
D. Arch. Designer 2 $100.00/hr
E. Administrative $80.00/hr
II. Consultant may utilize subcontractors as indicated in this Agreement. The hourly rate
for any subcontractor is not to exceed $ NIA per hour without written authorization
from the City Manager or his designee.
III. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all supplies properly charged to the Services.
C. Line items for all travel properly charged to the Services.
D. Line items for all equipment properly charged to the Services.
E. Line items for all materials properly charged toy the Services.
F. Line items for all subcontractor labor, supplies, equipment, materials, and travel
properly charged to the Services.
IV. The total compensation for the Services shall not exceed $14,000, as provided in
Section 4 of this Agreement.
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EXHIBIT "C"
INSURANCE
A. Insurance Reauirements. Design Professional shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this Agreement,
against claims for injuries to persons or damages to property which may arise from or in
connection 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:VH. Design Professional shall provide the following scope and limits of
insurance:
1. Minimum Scone 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 annually 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 famish 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.
I. 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
LA #4835-219"587 v
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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 shall not be
construed to limit Design Professional's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
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