1 C O N S U L T A N T S E R V I C E S
A G R E E M E N T
Gensler
THIS AGREEMENT FOR CONSULTANT SERVICES (the "Agreement"), is made and entered into as of September 1 st, 2025, by and between the CITY OF GARDEN GROVE, a municipal corporation of the State of California, (the "City"), and Gensler (the "Consultant").
RECITALS
A. The City has entered into a Memorandum of Understanding (“MOU”) by and among the Cities of Fountain Valley, a municipal corporation (“FV”), Santa Ana a charter city and municipal corporation (“SNA”), and itself (collectively, the “Parties”) to further regional collaboration to support economic revitalization, job creation, and cultural preservation of Vietnamese-American communities within their jurisdictions .
The MOU, in part, establishes the ability for the City to enter into contracts on behalf of the Parties to further such actions.
B. The Parties have been awarded a grant from the Orange County Business Council (“OCBC”), acting in their capacity as the California Jobs First (“CJF”) Regional Convener for Orange County. The funding was awarded, in part, to enhance cultural tourism by analyzing and crafting a market assessment/ study for Little Saigon.
C. The City and Consultant desire by this Agreement for Consultant to provide services as follows; 1) Project Initiation and Background Review , 2) Community and Stakeholder Engagement, 3) Draft Architectural/ Urban Design Guidelines , 4) Draft Report and Illustrations, and 5) Final Guidelines Document. In addition, Consultant will prepare recommendations based on the outputs of the Destination Marketing Assessment.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and promises contained herein, the City and Consultant agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services . In compliance with all terms and conditions of this Agreement, the Consultant shall provide services related to the preparation of a Destination Opportunity Assessment as more particularly described in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
2 1.2 Consultant's Proposal. The Scope of Services shall include the Consultant's proposal or bid, if any, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of Garden Grove and any Federal, State or local governmental agency of competent jurisdiction.
1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has carefully considered how the work should be performed, and (c) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof).
1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies are due to the negligence of Consultant.
1.7 Additional Services. In accordance with the terms and conditions of this Agreement, the Consultant shall perform services in addition to those specified in the Scope of Services (Exhibit "A") when directed to do so by the Contract Officer in writing, provided that Consultant shall not be required to perform any additional services without compensation.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not 3 exceeding the maximum contract amount of Two Hundred and Fifty Thousand dollars ($250,000.00) (the "Contract Sum"), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon the Consultant's rates as specified in Exhibit "B", but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation (Exhibit "B"). Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation (Exhibit "B").
2.2 Method of Payment . Any month in which Consultant wishes to receive payment, Consultant shall submit to the City no later than the fifteenth (15th) working day of such month, in the form approved by the Contract Officer, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) indicate the total expenditures to date. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. The Consultant may retain the same due hereunder from program income received by Consultant.
3.0 PERFORMANCE SCHEDULE
3.1 T ime of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed in a timely and diligent manner.
3.3 Force Majeure. The time period specified in the Schedule of Performance (Exhibit "C") for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant , including, but not restricted to, acts of God or of the public enemy, fires, earthquake, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental City other than City, and unusually severe weather, if the Consultant shall within (10) days of the commencement of such delay notify the Contracting Officer in writing of the causes of the delay. The Contracting Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his/her judgment such delay is justified, and the Contracting Officer's determination shall be final and conclusive upon the parties to this Agreement.
3.4. Term. Unless earlier terminated in accordance with Section 7.7 of this Agreement, this Agreement shall continue in full force and effect until [date] and may be renewed for an additional six -month term by mutual written agreement of the Parties executed by the City Manager on behalf of the City prior to March 31, 2026.
4.0 COORDINATION OF WORK
4 4.1 Representative of Consultant. Kevin Rosenstein, Principal, is the principal of Consultant hereby designated as being the representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.
Consultant may not change the foregoing principal and no other personnel may be assigned to perform the services required hereunder without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be the Assistant City Manager/ Director of Economic Development and Housing or such other person, as may be designated in writing by the Assistant City Manager/ Director of Economic Development and Housing. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into the Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City.
4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth.
Consultant shall perform all services required herein as an independent Consultant of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.
4.5 City Cooperation. The City shall provide Consultant with any plan, publication, report, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to the City. The City shall additionally provide Consultant staff assistance and shall take prompt and appropriate action when it will assist in ensuring and timely performance by Consultant hereunder.
5.0 INSURANCE AND INDEMNIFICATION.
5 5.1 Insurance.
(a) Commencement of Work. Consultant shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the City. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the City of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
(b) Workers Compensation Insurance. During the duration of this Agreement, Consultant shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
(c) Insurance Amounts. Consultant shall maintain the following insurance for the duration of this Agreement:
(1) Commercial general liability in an amount not less than $1,000,000.00 per occurrence. Claims made and modified occurrence policies are not acceptable.
Insurance companies must be acceptable to the City and have a Best’s Guide Rating of A- Class VII or better, as approved by the City.
(2) Automobile liability in an amount not less than $1,000,000.00 per occurrence. Insurance companies must be acceptable to the City and have a Best’s Guide Rating of A- Class VII or better, as approved by the City.
( 3) Professional liability in an amount not less than $1,000,000.00 per occurrence. Insurance companies must be acceptable to the City and have a Best’s Guide Rating of A-Class VII or better, as approved by the City.
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 5.1(c)(1) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the Consultant. An Additional Insured Endorsement for the policy under section 5.1(c)(2) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the Consultant. Consultant shall provide to the City proof of insurance and endorsement forms that conform to the City’s requirements, as approved by the City.
For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
If Consultant maintains higher insurance limits than the minimums shown above, Consultant shall provide coverage for the higher insurance limits otherwise maintained by the Consultant.
6 5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents, from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person(s), for damage to property (including property owned by the City) and for errors and omissions committed by Consultant, its officers, anyone directly or indirectly employed by Consultant, any sub Consultant and agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement, except to the extent of such loss as may be caused by City’s own active negligence, sole negligence or willful misconduct, or that of its officers or employees.
5.3 Remedies. In addition to any other remedies the City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to there extent and within the time herein required, the City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement.
b. Order the Consultant to stop work under this Agreement and/or withhold any payments) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies the City may have and are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its sub Consultants' performance of work under this Agreement.
6.0 RECORDS AND REPORTS.
6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require, such as baseline conditions report, draft and final design guidelines document with illustrations and graphics, community workshop materials, presentation decks for stakeholder and elected body meetings.
6.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. These records shall be retained for three (3) years after the expiration of this Agreement, except for the following: If 7 any litigation, claim, negotiation, audit or other action has been commended before the expiration of such three (3) year period, the records shall be retained until disposition of such action and resolution of all issues which arise from it.
6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, sub Consultants and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon the termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied herein. Consultant shall cause all sub Consultants to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby.
6.4 Release of Documents . The drawings, specifications, reports, records, documents and other material prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other private entity or person any information regarding the activities of the City, except as required by law or as authorized by the City.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California 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 Orange, State of California, or any other appropriate court in such county, and Consultant covenants and agree to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any disput e arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty- five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take such immediate action as the City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 7.7.
8 7.3 Retention of Funds . City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Consultant requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Consultant. Any waiver or either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Excerpt with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section
7.8 for termination for cause. Either party may terminate this Agreement at any time, (i) without cause, upon ninety (90) days’ written notice to the other party, or (ii) upon the default of the other party, upon thirty (30) days’ written notice to the party alleged to be in default hereunder. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit "B") or such as may be approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination For Default Of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder ex ceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of setoff or partial payment of the amounts owed the City as previ ously stated in Section 7.3.
9 7.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party.
8.0 OFFICERS AND EMPLOYEES: NON-DISCRIMINATION.
8.1 Non-liability of City Officers and Employees . No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of th e City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation.
The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, martial status, national origin or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first- class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty- eight (48) hours from the time of mailing if mailed as provided in this Section 9.1.
To City:
THE CITY OF GARDEN GROVE
11222 Acacia Parkway
Garden Grove, California 92840
Attention: Ursula Luna-Reynosa
To Consultant:
Gensler
10 500 S. Figueroa Street
Los Angeles CA 90071
Attention: Kevin Rosenstein
9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understandings, negotiations and agreements are integrated into and superseded by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such inv alidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
THE CITY OF GARDEN GROVE, a municipal
corporation
By: ____________________________
Its: City Manager
ATTEST:
By: ___________________
City Clerk
APPROVED AS TO FORM
By: _____________________
City Attorney
By:_______________________
Its: NAME, Principal
If CONSULTANT is a corporation, a Corporate Resolution
and/or Corporate Seal is required. If a partnership, a Statement of Partnership must be submitted to the City.
12 EXHIBIT "A"
SCOPE OF SERVICES
13 EXHIBIT "B"
FEE SCHEDULE
Not to exceed $250,000
14 EXHIBIT "C"
SCHEDULE OF PERFORMANCE