Santa Clara County Library - Library Expansion Project
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AGREEMENT BETWEEN THE CITY OF GILROY
AND THE SANTA CLARA COUNTY LIBRARY
JOINT POWERS AUTHORITY
This Agreement is made and entered into on this q..JA\ day of "vb u e~kuy, 2000, (the
"Effective Date") between the City of Gilroy (hereinafter referred to as "City") and the Santa
Clara County Library Joint Powers Authority (hereinafter referred to as "Authority"). City and
Authority may be referred to herein individually as a "Party" or collectively as the "Parties."
RECITALS
A. City and Authority perceive the need for an expanded library in the City; and
B. City and Authority seek to partner to finance and prepare Construction-Ready
Design Documents as defined herein for a Gilroy Library Expansion Project; and
C. City has experience and expertise in matters relating to construction and
construction design contracting; and
D. Authority is willing and able to fund the development of design documents
necessary for the construction of a renovated and expanded library in the City of Gilroy; and
E. A Gilroy Joint Powers Development Committee ("Committee") has been
established to provide general development process oversight.
AGREEMENT PROVISIONS
For and in consideration of the foregoing recitals and of the mutual promises and
covenants herein contained, the Parties hereto agree as follows:
ARTICLE 1. INTRODUCTORY PROVISIONS
1.1 Definitions
When used in this Agreement, the following terms shall have the meanings hereinafter
set forth:
"Construction-Ready Design Documents" shall mean design plans for the construction of
an expanded and renovated library which are complete as measured by the ability of an ordinary
construction contractor to determine a bid to let the actual construction for the completion of the
building.
"Consultants" shall mean the persons, corporations or other entities with which the City
contracts to develop Construction-Ready Design Documents. "Consultants" shall include, but is
not limited to, architects, engineers and environmental review professionals.
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1.2 Term and Renewal
This Agreement shall commence on the Effective Date and shall terminate upon
completion and delivery to the Parties of the Construction-Ready Design Documents which are
the subject of this Agreement, and full payment for those documents, or upon mutual consent of
the Parties, whichever comes first.
1.3 Method of Performing Services
City shall determine the method, details and means of performing the above-described
services. City shall have no right to, and shall not, control the manner or determine the method
of accomplishing Consultant's services.
ARTICLE 2. COMPENSATION OF CONSULTANTS
2.1 Invoices
City shall require Consultants to submit invoices for all services rendered. City shall
endeavor to enter into contracts with Consultants that require Consultants to submit monthly
invoices or, should the City deem appropriate, contracts that provide for invoice submittal at the
completion of milestone events. City shall forward invoices to Authority within seven (7)
calendar days of receipt.
2.2 Payment
Authority shall pay invoice amount to City within fifteen (15) days after receipt of each
invoice describing the work performed. Authority shall not be obligated to pay any amounts in
excess of those amounts set forth in Schedule B of this Agreement.
ARTICLE 3. OBLIGATIONS OF CITY
City shall perform all services as described in Exhibit "A" I. "Scope of Work."
ARTICLE 4. OBLIGATIONS OF AUTHORITY
Authority shall pay all costs associated with the development of Construction-Ready
Design Documents as described in Exhibit "B" "Payment Schedule."
Authority agrees to respond to all reasonable requests of City and provide access, at
reasonable times following receipt by Authority of reasonable notice, to all documents
reasonably necessary to the performance of City's duties and Consultants' duties in the
development of Construction-Ready Design Documents.
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ARTICLE 5. TERMINATION OF AGREEMENT
The parties upon mutual consent may terminate this Agreement. City may terminate this
agreement upon ten (10) days written notice should Authority fail to make payments as required
under this Agreement.
City shall be entitled to payment for work performed by Consultants, provided that such
payment shall not exceed the amounts set forth in Exhibit "B" of this Agreement.
ARTICLE 6. GENERAL PROVISIONS
6.1 Amendments & Modifications
No amendments, modifications, alterations or changes to the terms of the Agreement
shall be effective unless and until made in writing and signed by both Parties hereto.
6.2 Notices
Any notice to be given hereunder by either party to the other may be effected either by
personal delivery in writing or by mail, registered or certified, postage prepaid with return
receipt requested. Mailed notices shall be addressed to a party at the address appearing below
such party's signature below, but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as ofthree (3) days after mailing.
6.3 Entire Agreement of the Parties
This Agreement supersedes any and all prior agreements, either oral or written, between
the parties hereto with respect to the rendering of services by Consultant for City and contains all
the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed by both parties.
6.4 Americans With Disabilities Act of 1990
Throughout the term of this Agreement, the Parties shall comply fully with all applicable
provisions of the Americans With Disabilities Act of 1990 ("the Act") in its current form and as
it may be amended from time to time. The City shall also require such compliance of
Consultants.
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6.5 Attorneys' Fees
Ifany action at law or in equity, including an action for declaratory relief, is brought to
enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to
reasonable attorneys' fees, which may be set by the court in the same action or in a separate
action brought for that purpose, in addition to any other relief to which that party may be
entitled.
6.6 Mutual Indemnification
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be
imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that
all losses or liabilities incurred by a Party shall not be shared pro rata but instead the Authority
and the City agree that pursuant to Government Code Section 895.4, each of the parties hereto
shall fully indemnify and hold each of the other parties, their officers, board members,
employees and agents, harmless from any claim, expense or cost, damage or liability imposed
for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent
acts or omissions or willful misconduct of the indemnifying party, its officers, employees or
agents, under or in connection with or arising out of any work, authority or jurisdiction delegated
to such party under this Agreement. No party, nor any officer, board member, employee or
agent hereof shall be responsible for any damage or liability occurring by reason of the negligent
acts or omissions or willful misconduct of the other parties hereto, their officers, board members,
employees or agents, under or in connection with or arising out of any work, authority or
jurisdiction delegated to such other parties under this Agreement.
6.7 No Third Party Beneficiary
This Agreement shall not be construed or deemed to be an agreement for the benefit of
any third party or parties, and no third party or parties shall have any claim or right of action
hereunder for any cause whatsoever.
6.8 Waiver
Authority agrees that waiver by City of anyone or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
6.9 Ownership of Material
All material prepared or caused to be prepared under this Agreement shall be the
property of Authority, but City may retain and use copies thereof.
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6.10 Captions
The captions of the various sections, paragraphs and subparagraphs of this Agreement are
for convenience only and shall not be considered nor referred to for resolving questions or
interpretation.
6.11 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the
State of California.
AUTHORITY:
CITY:
THE SANTA CLARA COUNTY LIB
JOINT POWERS AUTHORITY
By: gtwtu1- :r; (~
S()SCtvl rv{/-er
(Print Name)
Address for Notices:
Address for Notices:
1095 North Seventh Street
San Jose, CA 95113
Attn: County Librarian
7351 Rosanna Street
Gilroy, CA 95050
Attn: City Administrator
Approved as to form and legality:
/2J 7--- c '-
Approved as to Form
~~
William I. Anderson
Assistant County Counsel
Linda Callon, City Attorney
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EXHIBIT "A"
I. Scope of Services
The City shall perform tasks necessary to produce Construction-Ready Design
Documents for the expansion and renovation of the Gilroy Library. The City and Authority
acknowledge that this Agreement is limited to the development of documents and that neither
Party is obligated to actually put a contract out to bid for the construction of an expanded and
renovated library. The Parties further acknowledge that neither party is obligated to assure the
accuracy of the Construction-Ready Design Documents or guarantee against errors and
omissions of Consultants.
As the lead agency for the project, the City shall consult with Authority and the
Committee in the development and approval of the documents. The design development work to
be performed by the City shall include, but is not limited to, selection and contractual
management of Consultants in accord with City's usual policies and practices, update and
finalization of design program and budget, noticing and conducting of public meetings to gather
public comment, and packaging and publishing of all draft and final work products for approval.
Authority shall have the right to approve or disapprove the City's choice of Consultants, which
approval shall not be unreasonably withheld.
Upon receipt of periodic payments from Authority, City shall pay Consultants for
services rendered in accord with the terms of this Agreement.
II. Schedule
In consultation with the Committee, the City and Authority shall determine a schedule
for the selection of Consultants. Once the City has selected Consultants for the project, the City
and Authority shall consult with Consultants to develop a schedule for the completion of
milestones for the development of Construction-Ready Design Documents.
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EXHIBIT "B"
PAYMENT SCHEDULE
Authority shall pay all costs associated with the development of Construction-Ready
Design Documents provided, however, that the Authority's obligation to pay under this
Agreement shall not exceed payment of five hundred sixty-three thousand, two hundred and
seventy dollars ($563,270). If, due to unforeseen circumstances, the costs associated with the
development of Construction-Ready Design Documents exceeds this amount, the Parties shall
meet and confer to determine the best course of action in response to the cost overruns. Should
the possibility of a cost overrun appear likely to the City, City staff shall notify the Authority of
the likely possibility in writing within ten (10) days of its discovery. The Authority then will
agendize the matter for its next meeting.
In addition to this amount, the City of Gilroy may qualify separately for a portion of the
seventy-five thousand dollars ($75,000) that the Authority has approved for program
management support expenditure in Budget Year 2001 for expansion projects at five libraries.
City will negotiate all payment schedules for the compensation of Consultants.
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