HomeMy WebLinkAboutAgreement - Perkins+Will, Inc. - Contract No. 24PW1276 - Design Service for the Gilroy Ice Rink Project - Signed 2023-10-18City of Gilroy
Agreement/Contract Tracking
Today’s Date:
October 24, 2023 Your Name: Ogarita Carranza
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0255
Contract Effective Date:
(Date contract goes into effect)
10/18/2023
Contract Expiration Date: 3/31/2025
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Perkins+Will, Inc.
Contract Subject:
(no more than 100 characters)
Design services for the Gilroy Ice Rink project
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
250000
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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Endorsement attaching to and forming part of Policy No. GLOPR2302225 / 0312-4137
Issued to: PERKINS + WILL, INC. and/or their Subsidiaries and/or associated and/or affiliated companies
and business entities owned or financially controlled as more fully described in Endorsement
No.1 or as currently, previously, or hereafter existing or created in accordance with Condition
0. herein.
Issued by: Underwriters at Lloyds of London
LIMITED AUTHORITY TO ISSUE CERTIFICATES OF INSURANCE ENDORSEMENT
In consideration of the premium charged, it is hereby understood and agreed as follows:
(1) Insurers authorize Lockton Companies, and BFL Canada Risk & Insurance Services, Inc., the
("Certificate Issuer") to issue Certificates of Insurance at the request or direction of the Insured. It is
expressly understood and agreed that, subject to Paragraph (2) below, any Certificate of Insurance so
issued shall not confer any rights upon the Certificate Holder, create any obligation on the part of the
Insurers, or purport to, or be construed to, alter, extend, modify, amend, or otherwise change the terms or
conditions of this Policy in any manner whatsoever. In the case of any conflict between the description of
the terms and conditions of this Policy contained in any Certificate of Insurance on the one hand, and the
terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy
as set forth herein shall control.
(2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are authorized under this
endorsement may provide that in the event the Insurers cancel or non-renew this Policy or in the event of
a Material Change to this Policy, Insurers shall mail written notice of such cancellation, non-renewal, or
Material Change to such Certificate Holder within a specified period of time; provided, however, that the
Insurers shall have not be required to provide such notice more than 45 days prior to the effective date of
cancellation, non-renewal, or a Material Change. The Insured shall provide written notice to the Insurers
of all Certificate Holders and the number of days' written notice of cancellation, non-renewal, or Material
Change, if any, specified in each Certificate of Insurance (I) at inception of this Policy, (ii) 90 days prior to
expiration of this Policy, and (iii) within 10 days of receipt of a written request from Insurers. Insurers'
obligation to mail notice of cancellation, non-renewal, or a Material Change as provided in this paragraph
shall apply solely to those Certificate Holders with respect to whom the Insured has provided the
foregoing written notice to the Insurers.
(3) It is further understood and agreed that Insurers' authorization of the Certificate Issuer under this
endorsement is limited solely to the issuance of Certificates of Insurance and does not authorize,
empower, or appoint the Certificate Issuer to act as an agent for the Insurers or bind the Insurers for any
other purpose. The Certificate Issuer shall be solely responsible for any errors or omissions in connection
with the issuance of any Certificate of Insurance pursuant to this endorsement.
(4) As used in this endorsement:
(i) Certificate of Insurance means a document issued for informational purposes only as
evidence of the existence and terms of this Policy in order to satisfy a contractual obligation of the
Insured.
(ii) Material Change means an endorsement to or amendment of this Policy after issuance of this Policy
by the Insurers that restricts the coverage afforded to the Insured.
All other terms, clauses and conditions remain unchanged.
Miscellaneous Attachment: M524583 Certificate ID: 19997047
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 17th day of October, 2023, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Perkins+Will, Inc, having a principal place of business at 475 Lincoln
Street, Suite 100, Denver, CO 80203.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on October 18, 2023 and will continue in effect through
March 31, 2025 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in
Exhibit “C” (“Milestone Schedule”).
B. Method of Performing Services
CONSULTANT 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.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed $250,000.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting “direct expenses” referenced on Exhibit “A.”
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or
death of any of CONSULTANT’S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability claims, to the fullest extent permitted by law,
CONSULTANT shall indemnify and hold harmless CITY, its officers, representatives, and
employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or
resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property. The CONSULTANT’S
duty to indemnify in Article 5.C.1 shall not include a duty to provide an up-front defense against
professional liability suits, claims, demands, or causes of action; any duty to defend and
indemnify shall be understood to be limited to a duty to reimburse costs to the extent the same are
caused by the CONSULTANT’S negligence on a percentage basis tied to the CONSULTANT’s
degree of liability on a comparative fault basis as determined by a court of competent jurisdiction.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, and employees against any and all
suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses,
including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or
omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all
claims relating to the injury or death of any person or damage to any property.
3. Notwithstanding the foregoing, the above indemnity shall be limited, to the extent
permitted by applicable law, including, but not limited to, California Civil Code Section 2782.8, to
Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of
CONSULTANT, and it is agreed with respect to any legal limitations in effect and affecting the
validity or enforceability of the indemnification obligations under this Article 5.C such legal
limitations are made a part of the indemnification obligations and shall operate to amend the
indemnification obligations to the extent necessary to bring the provisions into conformity with the
requirements of such limitations, and as so modified, the indemnification obligations shall continue
in full force and effect.
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D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY,
obtain and maintain throughout the term of this Agreement: (a) Commercial General Liability
Insurance on a per occurrence basis, with a minimum combined single limit coverage of $1,000,000
per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and
damage to property, including the loss of use thereof, $2,000,000 general aggregate, and $2,000,000
products/completed operations aggregate; and (b) Professional Liability Insurance (Errors &
Omissions) with a minimum coverage of $1,000,000 per claim, and $2,000,000 aggregate provided
however, Professional Liability Insurance written on a claims made basis must comply with the
requirements set forth below. Professional Liability Insurance written on a claims made basis
(including without limitation the initial policy obtained and all subsequent policies purchased as
renewals or replacements) must show the retroactive date, and the retroactive date must be before the
earlier of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insurance must be
provided, for at least five (5) years after the completion of the contract work. If claims made coverage
is canceled or non-renewed, and not replaced with another claims-made policy form with a
retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract
work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a
minimum of five (5) years after completion of work, which must also show a retroactive date that is
before the earlier of the effective date of the contract or the beginning of the contract work. As a
condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish
written evidence of such coverage (naming CITY, its officers and employees as additional insureds
on the Commercial General Liability insurance policy referred to in (a) immediately above via a
specific endorsement) and requiring thirty (30) days written notice of nonrenewal or cancellation, ,
except ten (10) days’ notice for non-payment of premium.
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E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY’ receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT 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. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys’ fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys’ Fees
If any 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.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether 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.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H.Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I.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 the parties at the addresses appearing in
Exhibit “A”, Section V.H. 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 of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L.Waiver
CONSULTANT agrees that waiver by CITY of any one 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.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
Perkins+Will CITY OF GILROY
By: By:
Name: Ernest Joyner, AIA Name: Jimmy Forbis
Title: Managing Director Title: City Administrator
Social Security or Taxpayer
Identification Number 36-2690384
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Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I.PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Joe Dyer who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II.NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a
written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written
communication from designated City contact person(s). Notice to Proceed may be in the form
of e-mail, fax or letter authorizing commencement of the Services. For purposes of this
Agreement, Karl Bjarke, shall be the designated City contact person(s). Notice to
Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or
if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”.
B.COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of
Final Acceptance, and CONSULTANT shall not incur any further costs hereunder.
CONSULTANT may request this determination of completion when, in its opinion, it has
completed all of the Services as required by the terms of this Agreement and, if so requested,
CITY shall make this determination within two (2) weeks of such request, or if CITY
determines that CONSULTANT has not completed all of such Services as required by this
Agreement, CITY shall so inform CONSULTANT within this two (2) week period.
III.PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV.PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT’S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY’s offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. 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.
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H.NOTICES.
Notices are to be sent as follows:
CITY: Karl Bjarke, Special Assistant to City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Joseph T. Dyer, Associate Principal
Perkins+Will
475 Lincoln Street, Suite 100
Denver, CO 80203
I.FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1.DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
DocuSign Envelope ID: 3C07095A-BE7E-4820-BC59-B6A076E0282A
475 Lincoln Street, Suite 100
Denver, Colorado 80203
www.perkinswill.com
August 6, 2023
Karl Bjarke, Project Manager
City of Gilroy, CA
Re: Gilroy Ice Center
Dear Karl,
We are pleased to submit this proposal to you for performing Design Services for the Gilroy Ice
Center. This proposal is for Perkins&Will only and does not assume any consultant to be hired by
Perkins&Will. The listed Consultants are excluded and assumed to be hired directly by the owner or
design build contractor. Perkins&Will can submit design fees for the listed consultants if it’s
determined to be needed. The level of document completion will include Concept Design,
Schematic Design, and Design Development as further defined below. This proposal assumes that
at the end of Design Development, there will be a 4-week transition period between Perkins&Will
and the hired Architect of Record brought on by the Design Build Contractor. We propose the
following services:
DESIGN TEAM
1. Design / Program – Perkins&Will
2. Architect of Record – Hired direct by owner / Design Build Contractor
3. Civil / Landscape – Hired direct by owner / Design Build Contractor
4. Structural Engineer – Hired direct by owner / Design Build Contractor
5. Mechanical Engineer – Hired direct by owner / Design Build Contractor
6. Electrical Engineer – Hired direct by owner / Design Build Contractor
7. Plumbing Engineer – Hired direct by owner / Design Build Contractor
8. Technology Engineer - Hired direct by owner / Design Build Contractor
9. Audio Visual - Hired direct by owner / Design Build Contractor
10. Food Service - Hired direct by owner / Design Build Contractor
11. LEED Consultant - Hired direct by owner / Design Build Contractor
12. Other Consultants - Hired direct by owner / Design Build Contractor
SCOPE AND DESCRIPTION
We understand the primary goal of the project is to design a two-sheet ice facility for the City of Gilroy and
Sharks Sports & Entertainment. The total project cost as Perkins&Will understand is a total project budget
of $30 million and will be approximately 100,000 square feet on two levels. Level 1 (Rink Level) will have a
building footprint of approximately 70,000 sf with access to an existing 387 parking spaces. Level 2
(Mezzanine Level) will be approximately 30,000 sf with a total building height of roughly 30’-0”.
GENERAL PROGRAM LIST
1. Level 01 – Rink Level
a. Two NHL Sized Ice Rinks
1. Including seating capacity of 150 – 200 seats per rink
b. Public Locker Rooms with Restrooms and Showers
c. Entrance Lobby / General reception area
d. Skate Rentals / Food Concessions / Merchandise / Retail Area
e. Administrative Offices
f. Support Spaces
1. Electrical / Technology / Ice Equipment / Boiler Room / Water Entry / Fire Pump /
Ice resurfacing room / Storage
2. Level 01 – Mezzanine Level
a. Viewing Deck
1. Includes seating capacity of 100 – 150 seats per rink
b. Training Room / Fitness Area
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c. Multipurpose Rooms
d. Conference Rooms
e. Bar / Restaurant Space
f. Facility Support Areas
1. Restrooms / Concessions / Pantry / Kitchen
g. Storage
DOCUMENTATION PHASE SERVICES:
Perkins & Will plan is to issue documents and services for all the phases listed below.
Concept Design Phase:
Deliverables
1. (6) Total Enscape Renderings to help convey design intent
2. Precedent Images representing design intent.
3. Concept Design Development and Diagrams of critical program areas
4. Overall Color Plans showing proposed layouts.
5. Enlarged Color Plans of scope areas.
a. Square footage and dimension shown as needed.
b. Multiple layout solutions for ownership consideration for all studied program elements
c. Furniture, Fixtures, and Equipment general layouts on all plans
i. Design Intent images shown for reference.
6. Reflected Ceiling Plans, Sections, Elevations
7. Architectural Level 3D images for design approval
Schematic Design Phase: Services provided per standard AIA contract B101 section 3.2
Design Development Phase: Services provided per standard AIA contract B101 section 3.3
In addition to the services listed above Perkins & Will, will also provide the following:
1. Design Schedule
2. Assist in early identification of long lead items.
3. Updates to Enscape Renderings provided at the Concept Design Deliverable
o 1 round of updates assumed.
4. Architectural Level 3D images for design approval
5. Interior Design Services and Documentation per issuance
6. Material and product research
7. Coordination with Owner Provided Design / Build team members.
o Consultants are assumed to be hired by the owner or design build contractor.
8. Attend all meetings as requested and review equipment list with the ownership team.
9. Meeting Minutes for all meetings with the client and/or stakeholders
10. Meetings with Code Official to discuss existing and proposed conditions and negotiated solutions.
11. Updated Building Plans / Reflected Ceiling Plans / Sections / Elevations / Interior Elevations /
Interior Details / Schedules / Interior Finish Plans as needed to submit complete drawings per
phase of issuance.
CLARIFICATIONS
1. Design Schedule Assumptions
a. Concept Design – 4 weeks (min)
b. Schematic Design - 6 weeks (min)
c. Design Development – 8 weeks (min)
d. Transition Period – 4 weeks (max)
e. Total Duration – 22 weeks
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EXCLUSIONS FROM FEE
1. Construction Document Phase
2. Construction Administration Phase
3. Value Engineering efforts after the 100% Design Development documents are issued
4. Fixtures, Fixtures, and Equipment: Additional Services can be provide for this scope of work
a. Perkins & Will, will assist the owner in developing FF&E needs and will show general layout
of furniture and equipment in the documentation. Fixtures, furnishings, and equipment
research, pricing, specification development, or purchasing is not included within our
scope.
5. Graphics Package: Additional Services can be provide for this scope of work
a. Content creation and documentation of signage, wayfinding, and branding. Perkins &
Will, will assist in locating / visualizing graphic content and coordinating any associated
architectural related details to accommodate.
6. Photo-realistic renderings outside of the quantity listed above.
7. Any building system design, other than those listed.
8. Any consultants other than those specifically listed.
9. Detailed cost estimate by trade or system. Cost estimating will be provided by the contractor
10. Formal survey of existing conditions, including measured as-builts. Field verification of critical
dimensions is included.
11. Hazardous material investigation or abatement
12. Life cycle cost studies. Our analysis and recommendations will include general information about
the lifespan of assets and building systems, but calculations of operational costs/savings based on
capital investments are not included.
13. LEED certification/energy modeling/specialized sustainable design studies
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FEE PROPOSAL
We have developed our base fee on the tasks outlined above. Fees listed below are for Perkins&Will only.
Our fee breakout per phase is as follows:
1. Perkins&Will
a. Concept Design $50,000
b. Schematic Design $75,000
c. Design Development $100,000
d. Transition Coordination $25,000
________________________________________________________________________________
TOTAL FEE $250,000
FEE CONDITIONS
1. Additional Services: For any additional services not included above, a lump sum fee will be
negotiated, or we will be compensated on a time basis at our prevailing hourly rate schedule.
2. Reimbursable: Expenses will be billed monthly at cost for the following: travel cost to the site,
included transportation and subsistence; messenger service; express mail, printing costs for
distribution of plans and electronic submittal record copies.
We hope you find our scope and fee structure in line with project expectations. If so, please sign below in
agreement.
Sincerely,
Joseph T. Dyer AIA
Associate Principal
joe.dyer@perkinswill.com
Approved and accepted this day of , 2023.
City of Gilroy
By: Title:
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Appendix A – Perkins & Will 2023 Rates
Principal $350
Associate Principal $310
Technical Director $275
Sr. Project Manager $275
Sr. Project Designer $250
Sr. Project Architect $250
Sr. Technical Coordinator $240
Project Manager $240
Project Designer $220
Project Architect $220
Technical Coordinator $220
Sr. Visualization Artist $190
Visualization Artist $160
Arch III/Design III $175
Arch II/Design II $150
Arch I/Design I $140/$210 OT
Administrative $110/$165 OT
Intern $90/$135 OT
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EXHIBIT “C”
MILESTONE SCHEDULE
DocuSign Envelope ID: 3C07095A-BE7E-4820-BC59-B6A076E0282A
Gilroy Ice Center, Gilroy, CA
October 11, 2023
10/08/2310/15/2310/22/2310/29/2311/05/2311/12/2311/19/2311/26/2312/03/2312/10/2312/17/2312/24/2312/31/2301/07/2401/14/2401/21/2401/28/2402/04/2402/11/2402/18/2402/25/2403/03/2403/10/2403/17/2403/24/2403/31/2404/07/2404/14/2404/21/2404/28/2405/05/2405/12/2405/19/2405/26/2406/02/2406/09/2406/16/2406/23/2406/30/2407/07/2407/14/2407/21/2407/28/2408/04/2408/11/2408/18/2408/25/2409/01/2409/08/2409/15/2409/22/2409/29/2410/06/2410/13/2410/20/2410/27/2411/03/2411/10/24Design Schedule Overview •(10/12)
•(10/17)
•(03/24)
•(11/05)
••(11/12)
•(12/17)•(12/03)
$(01/14)
•(02/25)•(01/07)•(02/04)
•(03/24)(Between PW & the hired AOR brought on by the Design Build Contractor)•(03/10)
Meeting Schedule ••••••••••••••••••••••••••••••••••••••
July August SeptemberJanuaryAprilMayJuneOctoberNovemberDecemberFebruary March
Design Team Meetings
Concept (4 weeks)
Schematic (6 weeks)
Design Development (8 weeks)
Internal Team Project Kick Off / Scope Review
PW Project Kick Off / Scope Review
Pricing Exercise
Internal QA/QC Review
Existing Conditions modeling
Twin Ice Design Documents
In person owner/city meeting
October
Design Group (Owner) Meetings HolidayHolidayHolidayAOR & DB COMPLETION TO CONSTRUCTIONDESIGN PHASE TO DD
In person owner/city meeting
In person owner/city meeting
Transition Period (4 Weeks)
In person owner/city meeting
23_1012-Gilroy- Project Schedule 10/12/2023 1
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EXHIBIT “D”
PAYMENT SCHEDULE
DocuSign Envelope ID: 3C07095A-BE7E-4820-BC59-B6A076E0282A
City of Gilroy - Billing Schedule
Gilroy Twin Ice Facility -
Phases 100.00%Fee $250,000
Program / Concept 20.00%PC $50,000
Schematic Design 30.00%SD $75,000
Design Development 40.00%DD $100,000
Transition Coord 10.00%TC $25,000
$250,000
2023
Program / Concept PC November 30 $50,000
Schematic Design SD December 31 $50,000 2023 $100,000
2024
Schematic / Design Dev SD/DD January 31 $50,000
Design Development DD February 28 $50,000
Design Dev / Transition DD / TC March 31 $37,500
Transition Coordination TC April 30 $12,500
NA na May 31 $0
NA na June 30 $0
NA na July 31 $0
NA na August 31 $0
NA na September 30 $0
NA na October 31 $0
NA na November 30 $0
NA na December 31 $0 2024 $150,000
TOTAL $250,000
DESIGN FEE INVOICES
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