1 PROFESSIONAL SERVICES AGREEMENT
This agreement (“Agreement”) is made as of June 11, 2024, by and between the City of Commerce, a municipal corporation ("City") and John G. Cataldo A.I.A. C.S.I.
Architect, INC (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
R E C I T A L S
WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide professional services for the preparation of PS&E (Plans, Specifications, and Estimates) for the renovation, upgrade, and additions to the Bristow Park Community Center and Library located at 1466 S. McDonnell Avenue as set forth in the Scope of Services attached hereto as Exhibit A; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows:
1. Company's Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A.
2. Term of Agreement. This Agreement shall commence on June 11, 2024 (the “Commencement Date”) and shall remain and continue in effect until tasks described in Exhibit A are completed, but in no event later than December 31, 2026, unless sooner terminated pursuant to the provisions of this Agreement.
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Consultant shall submit proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. Consultant shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request.
B. Total payment to Consultant pursuant to this Agreement shall not exceed $299,000.00.
C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out-of-town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only 2 be reimbursed for those expenses which: (I) appear on Consultant’s monthly invoices; (II) are accompanied by a copy of the City’s written authorization for Consultant to incur such expenses; and (III) receipts documenting such expenses.
4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control.
5. Addresses.
City of Commerce
City of Commerce
2535 Commerce Way
Commerce, CA 90040
Attn: Edgar P. Cisneros, City Manager
John G. Cataldo A.I.A. C.S.I. Architect, INC
John G. Cataldo A.I.A. C.S.I. Architect, INC
835 Mission Street
South Pasadena, CA 91030
Attn: John G. Cataldo, President
6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference.
Exhibit A – Scope of Services and Compensation Schedule Exhibit B – General Terms and Conditions
SIGNATURES ON FOLLOWING PAGE
1 EXHIBIT A
SCOPE OF WORK
May 2, 2024
City of Commerce
ATTN: Gina Nila, Department of Public Works
2535 Commerce Way
Commerce, CA 90040
Subject: Proposal in Response to RFP for the Renovation of Bristow Park Community Center and Library
Dear Ms. Nila,
I am writing to express our intent to submit a proposal in response to the Request for Proposals (RFP) to provide professional services for the preparation of PS&E (Plans, Specifications, and Estimates) for the renovation, upgrade, and additions to the Bristow Park Community Center and Library located at 1466 S. McDonnell Avenue. The services will include but are not limited to architectural, structural, electrical, mechanical, plumbing, geotechnical, surveying, CEQA environmental compliance, and other necessary professional services outlined in the document.
Having carefully reviewed all elements of the RFP, we affirm our understanding and commitment to perform the services outlined in "Section C - Scope of Services." Our team is excited about the opportunity to collaborate with the City of Commerce on this project, and we are confident in our ability to deliver exceptional results.
Briefly, John G. Cataldo A.I.A. C.S.I. Architect, INC is an architectural and engineering firm with a proven track record in institutional, commercial, industrial, residential, and mixed-use projects. Our team possesses the necessary expertise to meet and exceed the requirements outlined in the RFP. We are committed to delivering high-quality, innovative solutions tailored to the unique needs of Bristow Park Community Center and Library. Our extensive portfolio showcases over 5,000 successfully completed architectural projects, totaling five million square feet of built developments. We prioritize sustainability and timely delivery, evident in our track record of handling projects of varying scales with excellence. Equipped with robust resources and skilled professionals, we are fully prepared to initiate and sustain proposed services from project inception.
I, John G. Cataldo, am the individual authorized to bind John G. Cataldo A.I.A. C.S.I. Architect, INC contractually, and I am available to discuss any additional details or answer any questions you may have.
Furthermore, we acknowledge the receipt of addendum #1 to the RFP and will ensure that our proposal incorporates any relevant updates or changes.
We appreciate the opportunity to participate in this competitive process and look forward to the possibility of contributing to the success of the Bristow Park Community Center and Library.
Thank you for considering our proposal.
Respectfully submitted,
John G. Cataldo A.I.A. C.S.I. Architect, INC
John G. Cataldo
President
835 Mission Street
South Pasadena, CA 91030
626.799.4400
[email protected]
TABLE OF CONTENTS
Section 1: Approach and Scope of Work.....................................................................................1 Section 2: Schedule ........................................................................................................................5 Section 3: Project Team, Key Personnel and Resumes..............................................................7 Section 4: References...................................................................................................................12 Section 5: Firm Qualifications....................................................................................................14 Section 6: City’s Standard Professional Services Agreement..................................................15 1 SECTION 1: APPROACH AND SCOPE OF WORK
Firm Approach & Methodology
Understanding of the Project and Approach:
At our architectural firm, we prioritize providing responsive service to the City as fundamental to project success. Our approach involves establishing close collaboration with City officials and stakeholders from project initiation. By fostering open communication and a shared understanding of project goals and requirements, we ensure alignment with the City's vision and objectives. Through thorough research and analysis, we gain insights into regulatory and zoning requirements, as well as other pertinent factors that may impact the project.
Methodology for Responsive Service:
Drawing on our experience working with City officials, we proactively anticipate and address potential issues, mitigating risks and ensuring smooth project progression. We recognize the importance of city requirements and are committed to close collaboration to ensure compliance at every stage of the project.
Cost-Effective Service Approach:
To deliver cost-effective service, we employ several measures, including:
1. Understanding the budget from the outset.
2. Creating efficient designs that maximize space utilization.
3. Selecting cost-effective materials.
4. Streamlining the design process through technology.
5. Collaborating with contractors to identify cost-saving opportunities.
6. Providing ongoing cost analysis throughout the project.
By integrating these measures, we design and manage projects that not only meet requirements but also stay within budget, offering a cost-effective service to the City.
Project Scope and Setting Optimization:
The project aims to create a robust program and setting that optimizes existing systems and enhances space quality. We will develop welcoming, functional, and flexible spaces while ensuring cost-effectiveness in service delivery.
2 Scope of Work & Work Plan
Phase 1: Pre-Design
Goals:
o Review project scope, budget, and schedule.
o Conduct site analysis.
o Review Summary of Hazardous Materials, Lead & Asbestos Report provided by the city. o Review as-built plans, if any.
o Engage Mechanical, Electrical and Plumbing Engineers to examine existing site and building services.
o Engage a Civil Engineer to prepare an American Land Title Association (ALTA) survey that will include wet utilities (water, sewer, storm drainage) and dry utilities (electrical, communications, gas).
o Engage a Civil Engineer to prepare an Erosion Control Plan o Request the city to prepare a Fire Flow Report. If the city requests a 3rd party consultant to prepare the report, then hire a C-16 licensed consultant to prepare the report. o Engage a land use and environmental planning firm to complete Initial Study and determine and complete CEQA document required for the project. o Engage a consultant to prepare a Seismic and Probable Maximum Loss (PML) reports.
Phase 2: Schematic Design
Goals:
o Review the approved concept plan included in the RFP and explore further project requirements and design alternatives, if any.
o If necessary, prepare additional renderings of approved façade design included in the RFP and explore further project requirements and design alternatives, if any. o Confirm final site plan, floor plan and façade design approvals by all participating stakeholders.
Phase 3: Design Development
Goals:
o Develop detailed architectural drawings and specifications. o Engage a structural engineer in preparation of the drawings. o Engage a landscape architect in preparation of the drawings. o Engage a mechanical, electrical, and plumbing engineers in preparation of the drawings. o Engage a civil engineer in preparation of Underground Fire Water Plan.
Phase 4: Construction Documents
Goals:
o Final architectural plan set will include (at a minimum):
o Cover sheet
o California Green Building Code
o Site Plan
o Demolition at Existing Floor Plan
o Proposed Floor Plan
o FF&E (Furniture, Fixtures and Equipment)
o Life & Safety Plan
3 o Reflected Ceiling Plan
o Solar-energy Systems Roof Plan
o Roof Plan (New PVC roofing system by Tremco)
o Enlarged Plans
o Elevations
o Cross Sections
o Window & Door Schedules
o Architectural Details
o Final structural plan set will include (at a minimum):
o Roof framing and Foundation Plans
o Seismic Retrofit
o Ceiling Framing Plans
o Details for openings, wall connections and mechanical equipment achorage o Final electrical plan set will include (at a minimum):
o Panel schedule and 1-Line Diagram
o Indoor & Outdoor Title-24 Calculations
o Site and Building Lighting Plans (Incorporate Low Voltage, Audio/Visual, Security Systems)
o Final mechanical plan set will include (at a minimum):
o Mechanical schedules, notes and details (Incorporate New HVAC design) o Title-24 Calculations.
o Floor & Roof Plans.
o Final plumbing plan set will include (at a minimum):
o Plumbing schedules, notes and details
o Waste & Vent Plan
o Hot Water & Cold Water Plan
o Final landscape plan set will include (at a minimum):
o Planting Plan and Details
o Irrigation Plan and Details
o Final civil plan set will include (at a minimum):
o Plans showing utility relocations and services
o Underground Fire Water Plan
o Traffic Control Plan
o Fire sprinkler consultant will include (at a minimum):
o Fire sprinkler layout plan and notes
o Obtain all necessary permits and approvals from all applicable regulatory and compliance agencies from the city of Commerce & Obtain Fire Approval from LA County Fire Department
o Prepare technical specifications (The City will provide Administrative Section of the Specifications.)
o Prepare a detailed construction cost estimate for the project as designed in an itemized “schedule of values” format.
o Provide a preliminary construction schedule.
o Coordinate with serving utilities for necessary utility relocations and services, and approvals.
4 Phase 5: Bidding and Negotiation
Goals:
o Attending pre-bid meeting (1 assumed).
o Responding to bidder’s questions.
o If necessary, review bid costs/schedule of values of 3 low bidders and inform City if the costs are in line with estimates.
Phase 6: Construction Administration
Goals:
o Provide ongoing oversight of the construction process to ensure the project is built according to the design and specifications.
o Providing support to City’s Construction Manager to answer questions and clarifying items which relate to the PS&E package prepared by the consultant. o When requested, reviewing and approving shop drawings to be submitted by the contractor as per the PS&E package.
o When requested, attending monthly construction meetings with the City’s Construction Manager, contractor, and other involved parties.
o When requested, reviewing contractor change order requests, and providing necessary information to the City’s Construction Manager as they relate to the consultant’s design. o When requested, attending Conducting project walk-throughs and assisting in preparation of punch list(s).
5 SECTION 2: SCHEDULE
Phase 1: Pre-Design
Start Date: July 2024
Timeline: 4 weeks
Phase 2: Schematic Design
Timeline: 5 weeks
Phase 3: Design Development
Timeline: 7 weeks
Phase 4: Construction Documents
Timeline: 10 weeks
Targets: Prepare and submit a comprehensive PS&E Bid Package, obtain environmental clearance, and secure approvals from all pertinent agencies.
This will involve:
o Plan Check Review by City of Commerce Building Department (Assuming three review durations)
o Plan Check Review by LA County Fire Department (Assuming three review durations)
o Coordinating the processing of plan reviews and approvals o Addressing plan check corrections and resubmittals
o Coordinating with any other regulatory agencies as necessary for additional review and approvals
o Coordinating with utility providers for necessary relocations and services, obtaining approvals, and reflecting such work on the plans o Collaborating with the City’s Community Development Department to incorporate their input and comments into the final plans 6 100% PS&E Package Due by January 2025
Total project timeline: 26 weeks (Phases 1-4)
Phase 5: Bidding and Negotiation
Start Date: February 2025
Anticipated Award of Construction Date: March 2025
Timeline: 7 weeks
Phase 6: Construction Administration
Anticipated Date of Construction Completion: April 2026 Timeline: 13 months
7 SECTION 3: PROJECT TEAM, KEY PERSONNEL AND RESUMES
Organization Chart
Key project members, including architectural project team, MEP specialists, structural engineers, landscape architect, and civil engineer, have collaborated on over a dozen successful projects across commercial, industrial, and governmental sectors.
In each project, the architectural team led design efforts, MEP specialists optimized system efficiency, structural engineers ensured safety, the landscape architect enhanced outdoor spaces, and the civil engineer managed site development.
This cohesive team brings efficiency, success, and flexibility through established communication channels, streamlined workflows, versatile skill sets, and adaptive mindsets.
John Cataldo
Architects
Architectural
Project Team
John G. Cataldo
AIA,
CSI/Project
Architect
Nathan Battle
AIA/Project
Manager
Natalya
Lepskaya/Job
Captain
Francisco
Contreras/Proje
ct Designer
Pro Engineering
Mechanical
Plumbing
Engineer
Electrical
Engineer
Fire Sprinkler
Designer
AAA
Engineering
Structural
Engineer
Segura Associates
Landscape
Architect
Grand Knight
Engineering
Civil Engineer
8 ABOUT THE ARCHITECT
JOHN G. CATALDO
John G. Cataldo is a licensed architect in ten states, practicing primarily in California, and he is the president and founder of Cataldo Architects and Engineers in South Pasadena. In his early years, Mr. Cataldo prioritized education, earning degrees from Pepperdine University in Business Administration; the University of Southern California in Architecture and University of Arizona in Architecture. He is affiliated with American Institute of Architects; the Construction Specifications Institute; the American Society of Interior Designers; the National Trust for Historic Preservation; the International Conference of Building Officials; and the National Council of Architectural Registration Boards.
Mr. Cataldo has distinguished himself in the design of more than 5,000 architectural projects.
These represent five million square feet of built commercial, industrial, and residential developments.
Some examples of HOSPITALITY projects:
4-building, 880-room extended stay hotel complex on 22 acres in San Antonio, Texas 4-story, 121-room Courtyard by Marriot Hotel in Vista, California 5-story, 127-room Hampton Inn & Suites Hotel in Torrance, California 6-story, 160-room Hotel in Inglewood, California
Some examples of MIXED-USE projects:
Commercial with 812 residential units on 17 acres Urban Village Park in Commerce, CA 14-story high rise 180,000 S.F. Mixed-Use Complex in Long Beach, CA Commercial with 86 residential units Mixed-Use Complex in Los Angeles, CA Commercial with 31 residential units Mixed-Use Complex in Los Angeles, CA Prior to founding Cataldo Architects and Engineers, Mr. Cataldo was Director of Development and Construction Manager for Cadillac Fairview, California, with responsibility for:
The 540-acre Los Angeles Commercial Center
The 270-acre Pacific Gateway Center in Southern Los Angeles County The 238-acre Orange County Business Center in Irvine
The 80-acre Haven Commerce Center in Ontario/San Bernardino The 40-acre Claremont Business Park in Claremont
The 250 acre Fontana Commerce Center in Fontana
In these projects, Mr. Cataldo was responsible for project conception, administration, marketing, budgeting, financial analysis, design, planning, coordination, scheduling, and construction. He also managed budgets, schedules, approvals, permits, zoning, agency interface, value engineering, architects/engineers supervision, construction contract administration, tenant improvements, lease administration, and tenant relations.
9 ABOUT THE PROJECT MANAGER
NATHAN BATTLE
Professional Profile
Nathan Battle is a licensed architect in the State of California since 1983.
Professional Experience
JOHN CATALDO & ASSOCIATES INC., 2000 – Present
South Pasadena, CA
Project Architect
• Work on all phases of a project preliminary, design and development, working drawings and field inspections. Project coordinator with engineers, contracts, and clients during all phases of a project.
• Type of Project: Industrial and commercial buildings, tenant improvement, residential.
CONCORDE CONSULTING GROUP, 1998 – 1999
South Pasadena, CA
Consulting Structural Engineer/ Construction Management FIRST SELECTION CONSTRUCTION COMPANY, 1996 – 1999
Huntington Beach, CA
Contractor
DOREA CONSTRUCTION, INC., 1993 – 1994
Cerritos, CA
Contractor
BILMAN AND BILMAN NATHAN C. BATTLE, 1988 – Present
South Pasadena, CA
Consulting Structural Engineers
OMER BILGE’ & ASSOCIATES, 1988 – Present
Los Angeles, CA
Consulting Structural Engineers
LORAND WEST, INC., 1972 – 1995
Burbank, CA
Architecture-Engineering-Planning
Education
University of California, 1976 Berkeley,
B.A. Architecture
East Los Angeles Junior College, 1974
A.A. Architecture
Affiliations:
1990 Member of Construction Specification Institute (CSI) 1997 Governor’s Office of Emergency Service (O.E.S.), State of California 10 ABOUT THE JOB CAPTAIN
NATALYA LEPSKAYA
Professional Profile
Natalya Lepskaya is an accomplished architectural professional with the proven ability to complete projects on schedule and within budget. A visionary and creative with the ability to prioritize, organize and structure project details and milestones. Proven ability to coordinate, lead and “be hands on” during the development and production of multiple projects.
Professional Experience
John Cataldo & Associates Inc., 2017 – Present
South Pasadena, CA
Architectural Project Manager
• Development of varies project types, and sizes ranging from small to mid‐size projects, specializing in commercial tenant improvements, retail, recreational, mercantile, public and community projects.
• Ability to lead and delegate tasks to supporting staff and drafting teams overseeing the production and development of the projects. • Expertise in performing due diligence and code compliance analysis. • Experienced at Programming, Schematic Design, Development and Production for all project assignments.
• Effective focal point for staff, Consultants, and Clients ensuring quality and utmost productivity for projects, efforts with the goal of increasing Firm's profitability. • Excellent written and verbal communications with Clients, Staff and Consultants etc. • Experienced at coordinating construction documents with Engineers, Vendors, Consultants, and staff for national and international project. • Effectively facilitate on‐site meetings, inspections, and construction administration duties.
• Detailed and focused when reviewing all submittals, such as architectural, engineering and shop drawings.
• Ability to work quickly and resolve design challenges or other technical issues, to meet the constraints of the budget and deadline.
Education
University of California, Berkeley, 2018 B.A. Landscape Architecture and Environmental Planning Key Projects
• 121-suite hotel – 760 Shadowridge Drive, Vista, CA
Attained an entitlement for the project. Notably accomplished with very few setbacks. • 83-suite extended stay hotel - 129 E Providencia Avenue, Burbank, CA Successfully coordinated with client and all municipal departments to address all design and zoning regulations. Project is in process of obtaining a building permit. • Haven Dispensaries
Completed 10+ locations from start to finish and currently working on multiple other locations. Lead project manager for all sites.
11 ABOUT THE PROJECT DESIGNER
FRANCISCO CONTRERAS
Professional Profile
Francisco Contreras joined Cataldo Architects & Engineers in 2021 and has since been responsible for supporting teams with projects in various phases. His duties include the development of conceptual/schematic designs, 3D modeling/rendering, and the creation of construction drawings.
Professional Experience
John Cataldo & Associates Inc., 2021 – Present
South Pasadena, CA
Architectural Designer
• Design skills and knowledge
• Analytical thinking skills
• Detail-oriented
• Collaboration with design teams during development of various project types and sizes.
• Experienced with industrial/commercial, residential, mixed-used, and retail. • Experienced with creating construction drawings.
Education
California State Polytechnic University,
Pomona,2021 Bachelor of Architecture
Key Projects
• Goodwill Store
Tenant Improvement: Worked with client to coordinate store layout, developed construction drawings, obtained city permits.
• Costlow Store (Tenant Improvement)
Tenant Improvement: successfully coordinated with the team during the development of the project, ensuring that all aspects were executed according to plan and delivered on time.
12 SECTION 4: REFERENCES
1. City of Palmdale, California
Project(s):
- Antelope Valley Environmental Collection Center
Reference(s):
- Ronda Perez/ City Manager
[email protected]
Narrative of Services Provided and Project Details:
- Our firm provided architectural and engineering services for the construction of a Landfill Management Facility Building, emphasizing sustainable design practices tailored to waste management needs. Despite navigating regulatory compliance requirements, our team delivered innovative solutions, ensuring the project's timely completion within budget. Our commitment to environmentally conscious design and effective project management facilitated the successful implementation of the facility, showcasing our dedication to delivering tailored solutions for waste management infrastructure. The project was completed about 20 years ago and is still functioning successfully.
2. City of Carson, California
Project(s):
- Carson International Sculpture Garden
Reference(s):
- Jim Dear / City Mayor 2004 – 2015
- Saied Naaseh / Community Development Director
[email protected] or (310) 952-1770
Narrative of Services Provided and Project Details:
- Our firm spearheaded the architectural and engineering efforts for the development of the Carson International Sculpture Garden Project, prioritizing innovative design solutions to enhance the artistic landscape. Despite confronting unique project hurdles and navigating regulatory complexities, our team devised inventive strategies, ensuring the project's on-time delivery and costeffectiveness. Our steadfast commitment to delivering distinctive solutions that blend artistry with practicality enabled the smooth execution of the garden, highlighting our dedication to excellence in creative endeavors.
3. City of Pico Rivera, California
Project(s):
- Pico Rivera Sports Arena
Reference(s):
- Leonardo M. Lopez
[email protected]
- Andrew Lara / City Councilmember
Narrative of Services Provided and Project Details:
- Our firm spearheaded the architectural and engineering enhancements for the Pico Rivera Sports Arena Project, prioritizing innovative solutions to elevate its 13 functionality and aesthetics. Despite addressing existing challenges and regulatory requirements, our team devised creative strategies, ensuring timely completion within budgetary constraints.
4. County of Los Angeles, California
Project(s):
- Various county offices
Reference(s):
- Jonathan Sanabria / Director of Planning
[email protected]
Narrative of Services Provided and Project Details:
- Our firm undertook architectural and engineering upgrades for multiple Los Angeles County office spaces, overcoming the challenge of working in occupied environments. With a focus on innovative solutions to enhance both functionality and visual appeal, our team navigated regulatory requirements and unique challenges efficiently. By completing the projects swiftly, staff were able to move back into the revitalized offices promptly. Our commitment to delivering rapid yet high-quality enhancements underscores our dedication to excellence in architectural and engineering endeavors.
5. City of South Pasadena, California
Project(s):
- Waterproofing for City Hall
Reference(s):
- Arminé Chaparyan / City Manager
[email protected]
Narrative of Services Provided and Project Details:
- Our firm undertook waterproofing improvements for City Hall, overcoming the challenge of working within an operational municipal building. Emphasizing inventive solutions to enhance both functionality and structural integrity, our team efficiently addressed regulatory requirements and unique obstacles. With projects completed swiftly, disruptions to city operations were minimized, allowing City Hall to resume normal functions promptly.
14 SECTION 5: FIRM QUALIFICATIONS
John G. Cataldo A.I.A. C.S.I. Architect, INC, is exceptionally qualified for this project, having spearheaded the concept design that was enthusiastically approved by the City Council.
With our intimate knowledge of the project and established relationships with stakeholders, we are uniquely positioned to deliver outstanding results.
We are a mid-size firm comprised of 25 diverse designers, engineers, and architects. The firm was established over 40 decades ago and specializes in commercial architecture with vast experience in the development of governmental projects, office buildings, retail spaces, industrial warehouses, and hospitality establishments. We operate from an office located in South Pasadena, California. This central hub allows us to effectively manage and coordinate our projects.
Our organizational structure is designed to ensure efficiency and responsiveness. Firms’ experience is demonstrated through the successful completion of over 5,000 architectural projects, totaling five million square feet of built commercial, industrial, and residential developments. Our track record showcases our ability to handle projects of varying scales while maintaining a focus on sustainability and timely delivery. We can confidently state that we have the financial, equipment, labor, and capacity required to initiate and sustain the proposed services from the very first day of the project.
Services offered by the firm include:
1. Design and Planning: We work closely with clients to understand their requirements and goals, creating design concepts and plans that align with the client's vision and the practical needs of the commercial space.
2. Project Management: From inception to completion, our firm manages various aspects of the project, including coordinating with contractors, obtaining necessary approvals and permits, and overseeing the construction process to ensure it adheres to the design specifications.
3. Space Optimization: We focus on optimizing the functionality and use of space to enhance productivity and efficiency within a commercial setting. This involves considerations such as workspace layout, circulation, and accessibility.
4. Code Compliance: We are well-versed in building codes and regulations, ensuring that the designed structures comply with local, regional, and national standards.
5. Sustainability: We integrate sustainable and environmentally friendly practices into our designs, incorporating energy-efficient technologies and materials to create eco-friendly buildings.
6. Interior Design: We ensure that the aesthetics and functionality of the interior spaces align with the overall architectural vision.
7. Adaptability: We understand the evolving nature of businesses and design spaces that can adapt to changing needs, accommodating future growth and technological advancements. 15 SECTION 6: CITY’S STANDARD PROFESSIONAL SERVICES AGREEMENT We have reviewed the City’s Standard Professional Services Agreement provided as Attachment
4. After careful consideration, we do not have any comments to provide at this time. We appreciate the opportunity to review the document and understand the City's terms and conditions.
May 2, 2024
City of Commerce
ATTN: Gina Nila, Department of Public Works
2535 Commerce Way
Commerce, CA 90040
Subject: Proposal in Response to RFP for the Renovation of Bristow Park Community Center and Library
We are pleased to have the opportunity to present our proposal for Architectural and Engineering Services for the Bristow Park Community Center and Library renovation project located at 1466 S. McDonnell Avenue.
The Fee Schedule is outlined according to the scope of work identified in the document "TECHNICAL PROPOSAL, PREPARATION OF PS&E FOR THE RENOVATION OF BRISTOW PARK COMMUNITY CENTER AND LIBRARY " under the section "Approach and Scope of Work". The Fee Schedule is divided into 5 separate tables representing different phases and indicating whether tasks are integrated or separate per city request.
Respectfully submitted,
John G. Cataldo A.I.A. C.S.I. Architect, INC
John G. Cataldo
President
835 Mission Street
South Pasadena, CA 91030
626.799.4400
[email protected]
Table 1: Conceptual Design and PS&E Phase Services
(Integrated Tasks Per City Request)
DESCRIPTION FEE
Architectural Plans & Details: Evaluate and refine the approved concept plans for the City's review and approval. This includes designing the new roofing system by Tremco.
$35,000.00
Design and obtain approval of plans for fire life safety systems. $10,000.00 Design and Provide Specifications for Low Voltage, Audio Visual, and Security Systems: Assess existing data and communication systems and design necessary improvements.
$15,000.00
Conduct field surveys and investigations as deemed necessary. Included Permit Processing (Architect’s Time) $10,000.00
Monthly Progress Meetings with The City Staff Included
Structural Plans & Details $20,000.00
Mechanical Plans & Details $8,000.00
Electrical Plans & Details: Include complete upgrade of the building's electrical system, including new electrical panel and lighting. $8,000.00
Plumbing Plans & Details $6,000.00
American Land Title Association (ALTA) Survey $6,000.00 Wet & Dry Utilities Plan $5,000.00
Grading & Drainage Plan $10,000.00
Erosion Control Plan $3,000.00
Landscape Plans & Details $6,000.00
Design and provide specifications for IT communications. $5,000.00 Design and obtain approval of plans for new building signs and modern Address.
$2,000.00
Coordination Fee: Design and obtain approval of plans for splash pad improvements (by Splash Pad company).
$2,000.00
Coordination Fee: Design and obtain approval of plans for outdoor sculpture art piece (by local artist).
$2,000.00
Coordination Fee: Design and obtain approval of plans for exterior wall mural (by local artist).
$10,000.00
Design and obtain approval of plans for improvements to the existing parking lot pavement, parking stalls, and lighting.
$25,000.00
TOTAL $188,000.00
Table 2: Conceptual Design and PS&E Phase Services
(Separate Tasks Per City Request)
DESCRIPTION FEE
Geotechnical Study as needed for the building renovation and/or additions. $5,000.00 Color Renderings for Presentations $2,000.00
Seismic Probable Maximum Loss (PML) Report $3,000.00
Seismic Retrofit Plans $12,000.00
Roof Solar Design & Engineering $10,000.00
Presentations to the City Council (Up to 2): Prepare necessary presentation materials for the meetings.
Included
Initial Study & CEQA: Prepare Environmental Documents consistent with CEQA guidelines.
$12,000.00
Prepare demolition plans to include removal of hazardous materials, asbestos, lead, and mold based on the report provided by the city. $5,000.00
Design and Obtain Approval of Plans for Underground Fire Water Plan $6,000.00 Design and Obtain Approval of Plans for Traffic Control Plan $3,000.00 Design and Obtain Approval of Plans for Fire Sprinkler Plans $10,000.00 Technical Specifications $15,000.00
FF&E (Furniture, Fixtures and Equipment) Design (excluded Procurement and Installation of Furniture)
$12,000.00
TOTAL $95,000.00
Table 3: Bidding Phase Services
(Integrated Tasks Per City Request)
DESCRIPTION FEE
Attending pre-bid meeting (1 assumed) $500.00
Responding to bidder’s questions. $500.00
TOTAL $1,000.00
Table 4: Construction Phase Services
(Integrated Tasks Per City Request)
DESCRIPTION FEE
Provide support to the City's Construction Manager to answer questions and clarify items related to the PS&E package.
$1,000.00
When requested, review and approve shop drawings submitted by the contractor as per the PS&E package.
$2,500.00
When requested, review contractor's change order requests and provide necessary information to the City's Construction Manager as they relate to the consultant's design.
$2,500.00
When requested, attend/conduct project walk-throughs and assist in the preparation of punch lists.
$1,000.00
TOTAL $7,000.00
Table 5: Construction Phase Services
(Separate Tasks Per City Request)
DESCRIPTION FEE
When requested, attending monthly construction meetings with the City’s Construction Manager, contractor, and other involved parties. $6,000.00
Prepare as-built plans. $2,000.00
TOTAL $8,000.00
TOTAL FEE (TABLE 1-5) $299,000.00
Amendment No. 1 (“Amendment No. 1”) to the Professional Services Agreement between the City of Commerce, a municipal corporation (“City”), and John G. Cataldo Architects (“Consultant”), dated August 22, 2023, states that the City agrees to compensate the Consultant in the amount of $25,000 for the production of the concept design.
If John G. Cataldo Architects (“Consultant”) is awarded the project, the $25,000 compensation will be incorporated into the total fee of $299,000. In the event that John G. Cataldo Architects is not selected for the project, the Consultant will then submit monthly invoices in accordance with the format and procedures specified by the City.
1 EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Status as Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City of Commerce or otherwise act on behalf of Commerce as an agent.
Neither the City of Commerce nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement.
Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City of Commerce.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Consultant relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent status of Consultant and the audit in any way fails to sustain the validity of a wholly independent Consultant relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant’s employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 1.
D. Consultant represents to the City, and City relies on Consultant’s representations, that Consultant shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of Consultant or any of Consultant’s employees, except as otherwise set forth in the Agreement. Consultant may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Consultant’s agents or employees, including the Affordable Care Act coverage requirements. Consultant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to Consultant’s agents and employees. Consultant warrants and represents that the City will not be responsible and will not be held liable for issues related to Consultant’s status as an independent contractor, including Consultant’s failure to comply with Consultant’s duties, obligations, and responsibilities under the Affordable Care Act. Consultant further agrees to defend, indemnify, and hold the City harmless 2 for any and all taxes, claims, and penalties against the City related to Consultant’s obligations under the Affordable Care Act.
2. Standard of Performance
Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. No additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A.
3. Indemnification.
A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties.
B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which Indemnities may suffer or incur or to which Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by Consultant’s performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractor, sub consultant or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City’s sole negligence or willful acts or omissions.
C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section.
Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way serve as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnities as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to 3 City.
4. Insurance.
A. Without limiting Consultant’s indemnification of Indemnities pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below:
(I) Consultant shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office Commercial General Liability Form CG 00 01 in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(II) Consultant shall maintain Business Auto Coverage on ISO Business Auto Coverage Form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(III) Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with on a state approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses; (IV) Consultant shall maintain Professional Liability or Errors and Omissions Insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability.
C. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) 4 in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
D. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to “Director of Human Resources & Risk Management,” City of Commerce, 2535 Commerce Way, Commerce, California, 90040. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage.
E. Consultant shall submit to City (I) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (II) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City’s appropriate standard forms entitled "Additional Insured Endorsement".
F. Consultant’s insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.
G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost. City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant’s and the cost of such insurance may be deducted, at the option of City, from payments due Consultant.
5. Release of Information/Confidentiality.
A. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. Consultant’s covenant under this section shall survive the termination of this Agreement.
5 B. Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subconsultants 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 person or party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response
6. Ownership of Work Product.
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.
7. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this 6 Agreement.
B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant’s covenants under this section shall survive the termination of this Agreement.
8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sole discretion with or without cause by serving upon the consultant at least ten (10) days prior written notice (“Notice of Termination”).
Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination.
Consultant agrees that in the event of such termination, Consultant must refund the City its prorated share, except for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written Notice of Termination, Consultant shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City.
In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City.
9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises.
10. Non-Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, 7 including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
11. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant obligations hereunder, without the prior written consent of City, and any attempt by Consultant to assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.
12. Performance Evaluation. For any Agreement in effect for twelve months or longer, the City Manager may require a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein.
13. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Consultant shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.
14. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder.
15. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 8 16. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Consultant.
17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant regular business hours or by facsimile before or during Consultant regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
18. Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. However, the Parties may agree to submit any dispute to non-binding arbitration.
19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.
20. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect.
21. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk.
22. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
23. Force Majeure. A Party’s performance of any obligation under this Agreement shall be suspended if, and to the extent that, the Party is unable to perform because of any event of Force Majeure. In any such event, the Party unable to perform shall be 9 required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. “Force Majeure” herein means an event which is beyond the reasonable control of a Party, including without limitation, (a) acts of God including flood, fire, earthquake, hurricane or explosion, pandemic; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) government order or law that prevents either Party from performing its obligations as set forth in this Agreement; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority that prevents either Party from performing its obligations as set forth in this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees; (h) shortage of adequate power or transportation facilities.
Neither Party shall be liable for any delay or default in, or failure of, performance resulting from or arising out of any Force Majeure event, and no such delay, default in, or failure of performance shall constitute a breach by either Party hereunder. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure event. A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will forthwith notify the other and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take reasonable steps to mitigate the effects of the Force Majeure event.