CC 2013-04-23_10.a. Police Station Upgrade Conceptual PlanMEMORANDUM
TO: CITY COUNCIL
FROM: STEVEN ADAMS, CITY MANAGER ~
TERESA MCCLISH, DIRECTOR OF COMMUNITY DEVELOPMENT
STEVEN ANNIBALI, POLICE CHIEF
SUBJECT: CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL
PLAN, AGREEMENT FOR CONSULTANT SERVICES, AND
PURCHASE AND SALE AGREEMENT FOR PROPERTY AT 270 N.
HALCYON ROAD
DATE: APRIL 23, 2013
RECOMMENDATION:
It is recommended the City Council 1) approve the Police Station Upgrade Conceptual
Plan and direct staff to proceed; 2) approve and authorize the City Manager to execute
an Agreement for Consultant Services with 181 Group for a not to exceed amount of
$145,800; 3) approve and authorize the City Manager to execute a Purchase and Sale
Agreement for the acquisition of the property at 270 N. Halcyon Road for $325,000; 4)
direct staff to prepare alternatives and recommendations regarding expansion of
employee parking, including options involving both the preservation and removal of
eucalyptus trees on the adjacent property; and 5) authorize the use of future Local Sales
Tax funds previously programmed for debt service for the Police Station project to fund
an Investigations Senior Officer position.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
The preliminary cost estimate for design and construction is attached, which is
$975,000. The following is the total cost estimate:
Design and Construction (including contingencies)
Land Acquisition
Relocation
Equipment
In-House Construction Management
Total
Revenues for the project are proposed as follows:
$975,000
$325,000
$40,000
$60,000
$10.000
$1,410,000
Item 10.a. - Page 1
CITY COUNCIL
CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL PLAN,
AGREEMENT FOR ARCHITECTURAL SERVICES, AND PURCHASE AND SALE
AGREEMENT FOR PROPERTY AT 270 N. HALCYON ROAD
APRIL 23, 2013
PAGE2
Existing Local Sales Tax Funds Budgeted
Local Sales Tax Funds Programmed FY 2013-14
Sale of Land
Police Facility Fee
Total
$710,000
$100,000
$580,000
$20.000
$1,410,000
The project will result in significant work load for Police Department, Community
Development, City Attorney and City Manager staff. Relocation during construction
will be particularly disruptive. Funding is budgeted to reimburse staff costs for
construction management tasks. The project is identified as a high priority in the
City's Critical Needs Action Plan.
BACKGROUND:
The Police Department does not have adequate space for all personnel to perform
necessary functions. The Police Station on North Halcyon Road was acquired from
the phone company in 1973 and was last expanded in 1989. Staffing and functions
have grown significantly since that time. Key needs include space for the detective
unit, the addition of an emergency operations center to coordinate citywide incident
response activities in the event of a disaster, evidence storage, an adequate area to
house computer equipment, expansion of the dispatch center, adequate parking, and
an appropriate locker room area that addresses Police personnel and ADA
requirements. In addition, there are substantial maintenance issues with the existing
building that need to be addressed, including electrical upgrades, roof replacement
and water infiltration in the south wall.
The City placed a bond measure on the June 2010 and June 2012 ballots to help
fund a new station at West Branch Street and Rodeo Drive, and West Branch and
Old Ranch Road, which were both narrowly defeated. The Rodeo Drive property has
subsequently been determined as necessary to accommodate the proposed Brisco
Interchange improvements. The Old Ranch Road property has reverted to a lease
previously established with the Five Cities Community Service Foundation for a
recreation center project.
At the November 27, 2012 meeting, staff presented alternatives to address the Police
Department's facility needs. The City Council approved a preferred plan and
alternative plan. The preferred plan was to construct a new police station at the Old
Ranch Road property if the recreation center project does not proceed. The alternate
plan was to expand or replace the station on the existing site if the Old Ranch Road
site is not available. Staff was also directed not to include removal of the eucalyptus
trees in alternatives involving potential acquisition of the adjacent VCA Animal
Hospital property at 270 N. Halcyon Road.
Item 10.a. - Page 2
CITY COUNCIL
CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL PLAN,
AGREEMENT FOR ARCHITECTURAL SERVICES, AND PURCHASE AND SALE
AGREEMENT FOR PROPERTY AT 270 N. HALCYON ROAD
APRIL 23, 2013
PAGE3
Since that time, the City has been notified that efforts to develop the recreation center
are still under way so the Old Ranch Road property is currently unavailable for the
preferred plan. New financial and other factors have also been identified that have
led staff to modify the recommendations. It is now proposed to address the project in
phases. The first phase proposed is to remodel the existing building to address the
highest priority immediate facility needs. The second phase would be to expand or
construct a new facility in the future when long-term needs and financial resources
are better known.
ANALYSIS OF ISSUES:
Overview of Issues
A number of issues have been identified that impact staff's recommendations on how
to address the Police Department's facility needs at this time, which include the
following:
• Due to current workload and public safety issues, the Police Department has
identified staffing needs that are a higher priority than long-term facility needs.
• Due to a continued projected budget shortfall, conflicting economic trends and
future impacts of employee medical and pension costs, staff believes incurring
debt without a general obligation bond measure at this time would impact the
City's ability to respond to potential future financial challenges.
• The economic viability of the recreation center and use of the Old Ranch Road
property is not fully resolved at this time.
• Future needs of the Police Station are difficult to identify at this time since it is
unknown whether efforts to consolidate some or all of Police services will be
reconsidered in the future and the existing site provides limited opportunity for
future expansion.
• Changes in the United States Department of Agriculture (USDA) Community
Facilities Program may make it more challenging to obtain low-interest financing
for the project.
Therefore, it is now recommended to address the Police Department facility needs in
a phased approach. At this time, it is proposed to address the immediate and highest
priority needs. It is then proposed to revisit the facility needs in five years to develop
a new plan for addressing long-term needs. The following opportunities and items
would be reviewed at that time:
Item 10.a. - Page 3
CITY COUNCIL
CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL PLAN,
AGREEMENT FOR ARCHITECTURAL SERVICES, AND PURCHASE AND SALE
AGREEMENT FOR PROPERTY AT 270 N. HALCYON ROAD
APRIL 23, 2013
PAGE4
• The City's long term financial status will be better known at that time in order to
reassess the feasibility of funding the construction of a new station with existing
financial resources without a bond measure.
• If a bond measure is necessary, current efforts at the State level to modify the
voter approval requirement from 2/3 to 55% may be in place by then, which
would increase the feasibility of a successful measure.
• Availability of the West Branch Street and Old Ranch Road site can be revisited
depending on the status of the recreation center.
• If new opportunities for the consolidation of Police services exist, savings from
those efforts could be used to fund the construction of a new station designed to
meet the needs of consolidated operations.
• If the City continues to face financial challenges at that time and there is no
change in service delivery, the proposed remodel will enable the Police Station
to meet the City's needs for a longer period of time. However, new plans will
begin to be developed at that time for _long-term strategies. Future Local Sales
Tax funding programmed for Police Department facility needs will provide for
additional studies and/or acquisition of other adjacent properties.
Staffing Needs
One of the most significant issues at this time is that the Police Department's
workload has been impacted by actions by the State to increase the release of
parolees. As a result, as part of this proposed plan, it is recommended to allocate
ongoing future Local Sales Tax funding currently programmed for debt service for the
Police Station project to instead be used to fund a Senior Officer position in
Investigations. This position is proposed to replace one of two Sergeant positions
that were previously frozen and unfunded. This recommendation reflects the City's
priority on its services to the community. Enhancing public safety staffing was one of
the needs originally identified in the Local Sales Tax measure. Approximately
$50,000 in Local Sales Tax funds that had been programmed for the Police Station
project will still be available on an ongoing basis. It is recommended to continue to
earmark this funding for future efforts associated with addressing long-term facility
needs.
Building Remodel
The architect has developed recommendations to adequately address the key issues
identified on a short-term basis. A copy of the conceptual plan is attached. By
closing the jail, the evidence storage needs have been addressed by relocating
evidence storage to that area. With new technology, prisoners are now all
Item 10.a. - Page 4
CITY COUNCIL
CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL PLAN,
AGREEMENT FOR ARCHITECTURAL SERVICES, AND PURCHASE AND SALE
AGREEMENT FOR PROPERTY AT 270 N. HALCYON ROAD
APRIL 23, 2013
PAGES
transported directly to the County jail. This also eliminates the need for the sally port,
which is proposed to be remodeled to provide detective work spaces, thus eliminating
the modular unit. It is also proposed to create a new computer equipment room in
this area. The existing south wall of the building has suffered significant water
damage. Since it needs to be reconstructed, it is proposed to extend the wall 10 feet
into the parking area. This will provide the space needed to expand lockers and
create a unisex bathroom that will address ADA requirements. Office areas are also
redesigned to create an exit for proposed employee parking on the north side of the
area.
A proposed Consultant Services Agreement is attached to contract with 181 Group to
provide design services. A copy of their proposal is also attached. Staff has
reviewed the proposal and determined the terms are reasonable.
VCA Animal Hospital Property
The City has reached agreement with VCA Animal Hospital on terms to acquire the
property adjacent to the Police Station at 270 N. Halcyon Road for a purchase price
of $325,000. The Purchase and Sale Agreement is attached for City Council
consideration.
Employee Parking
Employee parking is proposed to be expanded by utilizing the adjacent property to be
acquired from the VCA Animal Hospital. However, the configuration of the site does
not enable the City to meet the projected need for spaces. The goal is to be able to
store all employee and Police Department vehicles and equipment on site. Many are
now parked on the street and at the Public Works Corporation Yard. As a result, it is
recommended the Council direct staff to present any available alternatives to address
the additional parking need, including removal of the eucalyptus trees. Staff believes
this represents a different situation than the issues involved in the previous proposal
by the VCA to remove the trees. That project was denied largely because it was
determined that there was an alternative site plan available that would both preserve
the trees and result in a better project. Removal of the trees is not being proposed at
this time. Staff is only requesting direction to provide the information necessary for
Council to analyze the available alternatives to determine a preferred course of
action.
Relocation
Relocation during construction will be disruptive to the Police Department's
operations, but will be much more feasible than options considered for replacement
of the building given a significantly shorter construction period. No relocation plan
has been developed yet, but will likely involve the rental and location of temporary
modular units on the adjacent VCA Animal Hospital property.
Item 10.a. - Page 5
CITY COUNCIL
CONSIDERATION OF POLICE STATION UPGRADE CONCEPTUAL PLAN,
AGREEMENT FOR ARCHITECTURAL SERVICES, AND PURCHASE AND SALE
AGREEMENT FOR PROPERTY AT 270 N. HALCYON ROAD
APRIL 23, 2013
PAGE6
ALTERNATIVES:
The following alternatives are presented for consideration:
• Approve staff's recommendations;
• Do not approve funding the Senior Officer position and direct staff to proceed
with the prior plan to expand or replace the Police Station on the existing site;
• Delay consideration of the project until more definitive information is obtained on
availability of the West Branch Street and Old Ranch Road site; or
• Provide other direction.
ADVANTAGES:
Staff's recommendations will enable the Police Department to address important
staffing and service level needs, will address most of the immediate Police
Department facility needs, and will avoid issuing long-term debt at a time when the
City maintains a budget shortfall and the long-term economic picture is uncertain.
Therefore, staff believes this represents the most responsible and balanced approach
to addressing the Police Department's highest priority service level and facility needs.
DISADVANTAGES:
While the proposal effectively addresses all the identified critical facility needs, it does
not provide the space necessary to meet future projected needs. Therefore, the
project is not a long-term solution. It does not provide for an expanded Emergency
Operations Center (EOC). As a result, the Fire Station would continue to serve as
the EOC and would limit the ability to establish a joint EOC with neighboring
jurisdictions. The absence of an expanded dispatch center may also impact the
ability to achieve future joint dispatch operations at Arroyo Grande's Police Station.
ENVIRONMENTAL REVIEW:
In accordance with the California Environmental Quality Act (CEQA) Guidelines, staff
has reviewed the proposed project and determined that it is categorically exempt per
Section 15301 of the Guidelines relating to repair and minor alteration for existing
facilities, and Section 15332 relating to in-fill development projects.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted in front of the City Hall on Thursday, April 18, 2013 and on
the City's website on Friday, April 19, 2013.
Attachments:
1 . Cost Estimate
2. Site Plan
3. Consultant Services Agreement
4. Fee Proposal
5. Purchase and Sale Agreement
Item 10.a. - Page 6
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City of Arroyo Grande
Existing Police Station· Addition/Tenant Improvements
Rough Order of Magnitude Cost
Arch. Project No.: 11145.001
loescription
Average cost
Qty Unit Unit Cost
(E) Building Tenant Improvements 6711 sf $ 50.00
Building Additions 768 sf $ 250.00
Reroof Building 68 sq $ 300.00
Refinish Exisitng Building 6200 sf $ 1.50
Entry Upgrades 350 sf $ 35.00
Sitework -Develop Parking Lot 15500 sf $ 6.00
Subtotal Construction Costs
Escalation to Midpoint of Construction 18 mo 0.2%
Project Contingency Is 15.0%
Total Direct Construction Costs
Project Soft Costs
Survey 1 Is
Soils Testing 1 Is
Architectural Fees
Architectural & Engineering Fees (Including Civil
Engineering) Is 10.5%
Construction Administration/Observation
(Essential Service) 6 mo $ 7,500
Reimbursable Expenses (Estimated) -Excludes
Reproduction of Bid Sets 1 Is $ 5,000
Construction Testing 1 Is 2.0%
Project Inspection 6 mo $ 7,500
Total Project Soft Costs
lrotal ROM Project Cost
Date: November 19, 2012 ACSpcost-agpdti2013-04-11.xlsx
Attachment 1
Architecture Planning
Potential cost Range --Total Low Algh--
$ 335,550 $ 285,218 $ 385,883
$ 192,000 $ 163,200 $ 220,800
$ 20,400 $ 17,340 $ 23,460
$ 9,300 $ 7,905 $ 10,695
$ 12,250 $ 10,413 $ 14,088
$ 93,000 $ 79,050 $ 106,950
$ 662,500 $ 563,125 $ 761,875
$ 19,080 $ 16,218 $ 21,942
$ 99,375 $ 84,469 $ 114,281
$ 761,875 $ 647,594 $ 876,156
$ 7,500 $ 7,500 $ 7,500
$ 15,000 $ 15,000 $ 15,000
$ 129,997 $ 129,997 $ 129,997
$ 79,997 $ 79,997 $ 79,997
$ 45,000 $ 45,000 $ 45,000
$ 5,000 $ 5,000 $ 5,000
$ 15,238 $ 12,952 $ 17,523
$ 45,000 $ 45,000 $ 45,000
$ 212,734 $ 210,449 $ 215,020
$ 974,609 $ 858,043 $ 1,091,176
Page 1
Item 10.a. - Page 7
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Item 10.a. - Page 8
Attachment 3
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, is made and effective as of May 1, 2013, between 181 GROUP
ARCHITECTURE PLANNING ("Consultant"), and the CITY OF ARROYO GRANDE, a
Municipal Corporation ("City"). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on May 1, 2013 and shall remain and continue
in effect until April 31, 2013, unless sooner terminated pursuant to the provisions of this
Agreement.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit "A", attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her
ability, experience and talent, perform all tasks described herein. Consultant shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City's Community Development Director shall represent City in all matters
pertaining to the administration of this Agreement. Craig Atkinson shall represent
Consultant in all matters pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in Exhibit "B", attached hereto and incorporated herein by this reference.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
Page 1
Item 10.a. - Page 9
(b) 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 pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant's business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Consultant's
Page 2
Item 10.a. - Page 10
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City's Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by 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 City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit 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.
11. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. To the fullest extent
permitted by law, Consultant shall indemnify, protect, defend and hold harmless City
and any and all of its officials, employees and agents ("Indemnified Parties") from and
against any and all losses, liabilities, damages, costs and expenses, including attorney's
fees and costs which arise out of, pertain to, or relate to the negligence, recklessness,
or willful misconduct of the Consultant.
Page 3
Item 10.a. - Page 11
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "C" attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the City a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of Consultant's officers, employees, or agents, except
as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUEINFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
Page 4
Item 10.a. - Page 12
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or subcontractors,
shall not without written authorization from the City Manager or unless requested by the
City Attorney, 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.
(b) Consultant shall promptly notify City should Consultant, its officers,
employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request, court order, or subpoena from any person or .
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the City. 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.
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City:
To Consultant:
City of Arroyo Grande
Teresa McClish
300 East Branch Street
Arroyo Grande, CA 93420
IBI Group Architecture Planning
Craig Atkinson
4115 Broad Street, Suite B6
San Luis Obispo, CA 93401
Page 5
Item 10.a. - Page 13
18. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
this Agreement based solely upon the representations set forth herein and upon each
party's own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
22. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The captions of the sections are for
convenience and reference only, and are not intended to be construed to define or limit
the provisions to which they relate.
23. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with
the mutual written consent of all of the parties to this Agreement.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
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
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Item 10.a. - Page 14
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO GRANDE
By: ___________ _
Steven Adams, City Manager
Attest:
Kelly Wetmore, City Clerk
Approved As To Form:
Timothy J. Carmel, City Attorney
CONSULTANT
By: ____________ _
Dave Cartnel, Director
By: ____________ _
Alistair Baillie, Operating Director
By:, ____________ _
Craig Atkinson, Director
Page 7
Item 10.a. - Page 15
EXHIBIT A
SCOPE OF WORK
Scope of Services:
1. Basic Services:
a. Schematic Design
i. Site Visits to document existing conditions.
ii. Provide Schematic Design Documents based on the mutually
agreed-upon program, schedule, and budget for the Cost of the
Work. The documents shall establish the conceptual design of the
Project illustrating the scale and relationship of the Project
components. The Schematic Design Documents shall include a
conceptual site plan, if appropriate, and preliminary building plans,
sections and elevations. At the Architect's option, the Schematic
Design Documents may include study models, perspective sketches,
electronic modeling or combination of these media. Preliminary
selections of construction materials shall be noted on the drawings or
described in writing.
b. Design Development
i. Provide Design Development documents based on the approved
Schematic Design Documents and updated budget for the Cost of
the Work. The Design Development Documents shall illustrate and
describe the refinement of the design of the Project, establishing the
scope, relationships, forms, size and appearance of the Project by
means of plans, sections and elevations, typical construction details,
and equipment layouts. The Design Development Documents shall
include specifications that identify major materials and systems and
establish in general their quality levels.
ii. Statement of Probable Construction Cost-A detailed construction
Cost Estimate can be provided as an additional service.
c. Prepare Construction Documents including specifications.
i. Provide Construction Documents based on the approved Design
Development Documents and the updated approved budget for the
Cost of the Work. The Construction Documents shall set forth in
detail the requirements for construction of the Project. The
Construction Documents shall include Drawings and Specification
that establish in detail the quality levels of material and systems
required for the Project.
ii. During the development of the Construction Documents, the Architect
shall assist the Owner in the development and preparation of: (1)
bidding and procurement information which describes the time, place
and conditions of bidding; bidding or proposal forms; and the form of
agreement between the Owner and the Contractor; and (2) the
Conditions of the Contract for Construction (General, Supplementary
and other Conditions). The Architect also shall compile the Project
Page 8
Item 10.a. - Page 16
Manual that includes the Conditions of the Contract for Construction
and Specifications and may include bidding requirements and sample
forms.
d. Assistance with securing Building Permit Approvals.
e. Bidding Assistance:
i. Attend Pre-Bid Conference if one is deemed necessary.
ii. Respond to bidder questions.
iii. Prepare addendums if required.
iv. Provide recommendations regarding award of Contract.
f. Construction Phase Services -(Minimum required services per California
Administrative Code, Chapter 4, Article 1 ):
i. Attendance at pre-construction meeting.
ii. Periodic Site Observation (6 site visits) -This visits will include a
written field observation report, and shall coincide with the submittal
of Applications for Payment.
iii. Review and recommend action on Applications for Payment.
iv. Respond to Requests for Information and/or Clarification.
v. Review and recommend action on Submittals and/or Substitution
requests.
vi. Provide Clarification Drawings and Specifications in response to
review of items above.
vii. Review and recommend for approval Construction modification
documents including Change Orders.
viii. Prepare Construction Deficiency List (Punch List)
ix. Review and Approve Contractor prepared As-Built Drawings
2. Value Added Services:
a. Topographic Survey
i. Establish local site control.
ii. Perform field survey for topographic mapping.
iii. Download data from field survey into AutoCAD.
iv. Prepare topographic basemap in AutoCAD format
b. SWPPP Preparation
i. Prepare a Storm Water Pollution Prevention Plan and submit an NOi
to the State Water Quality Resources Control Board using the
SMARTS system, including risk level determination.
c. Detailed Cost Estimating (Design Development).
Page 9
Item 10.a. - Page 17
AfiCHITECTUAE PLANNING
2012 STANDARD HOURLY RATE SCHEDULE
BASIS FOR COMPENSATION
ARCHITECTURAL SERVICES:
Senior/Consulting Principal
Principal Architect
Associate/Project Director
Senior Project Architect
Project Architect
Project Manager
Technical I
Technical II
Technical Ill
Technical IV
Construction Administrator I
Construction Administrator II
Administrative I
Administrative II
Administrative Ill
Expert Witness Services
Architect's Consultants
Reimbursable Expenses
Hourly Rates are in effect until June 30, 2013
161 Group is a group of firms providing professional services
IBI Architecture Planning is a division of IBI Group USA
$ 200-255/Hr.
$160-185/Hr.
$140-175/Hr.
$125-165/Hr.
$110-150/Hr.
$110-130/Hr.
$ 80-115/Hr.
$ 54-90/Hr.
$ 60-78/Hr.
$ 55-75/Hr.
$115-150/Hr.
$ 90-125/Hr.
$ 70-78/Hr.
$ 45-65/Hr.
$ 35-50/Hr.
$ 350/Hr.
1.2 x Cost to Architect
1.2 x Cost to Architect
Item 10.a. - Page 18
EXHIBIT B
PAYMENT SCHEDULE
Consultant shall perform the tasks identified in Exhibit A Scope of Work for the following
fixed fee plus allowable reimbursable expenses:
Task 1: Basic Services
1.1 Schematic Design
1.2 Design Development
1.3 Construction Document Phase Services
1.4 Agency Approval
1.5 Bidding Assistance
1.6 Construction Phase Services
Total Fixed Fee -Billed on % Complete
Basis
Reimbursa These estimated expenses are based on
ble providing the City with five (5) sets of
Expenses: documents at Schematic Design, Design
Development and 50% & 90%
Construction Document Phases. This
estimate excludes reproduction of
documents for Bidding.
Reimbursable expenses will be billed at 1.2
times the actual cost.
Task 2: Value Added Services
2.1 Topographic Survey
2.2 SWPPP Preparation
2.5 Detailed Cost Estimate at Design
Development Phase
Total Fixed Fee -Billed on % Complete
Basis
$12,500.00
$15,000.00
$38,400.00
$6,250.00
$7,850.00
$45,000.00
$125,000.00
$5,000.00
$7,400.00
$3,400.00
$5,000.00
$15,800.00
Additional services requested by the City shall be billed at the hourly rates set forth on
the following page:
Page 11
Item 10.a. - Page 19
EXHIBIT C
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Consultant agrees to amend,
supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum
amount of coverage required. Any insurance proceeds available to City in excess of the
limits and coverage required in this agreement and which is applicable to a given loss,
will be available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy from CG 00 01 or the exact equivalent. 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. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
Workers Compensation 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 or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions of the Consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of' the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Page 13
Item 10.a. - Page 20
Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A.M. Bests rating of A-or better and
a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Consultant also agrees to require all Consultants, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction
of discovery period) that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
Page 14
Item 10.a. - Page 21
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to
mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions
or deductibles on any portion of the insurance required herein and further agrees that it
will not allow any Consultant, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated by
this agreement to self-insure its obligations to City. If Consultant's existing coverage
includes a deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At the time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirements
Page 15
Item 10.a. - Page 22
in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
Page 16
Item 10.a. - Page 23
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement. City
assumes no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve City.
Page 17
Item 10.a. - Page 24
181 Group Architecture Planning
4115 Broad Street-Suite 86
San Luis Obispo CA 93401 USA
tel 805 546 0433
fax 805 546 0504
April 12, 2013
Ms. Teresa McClish
Director of Community Development
City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93241
Dear Ms. McClish:
FEE PROPOSAL FOR A/E SERVICES
Attachment 4
We appreciate the opportunity to prepare a fee proposal for the above referenced project. The
following indicates our understanding of the project scope, parameters, and required services in
accordance with a request for fee proposal, meeting to discuss scope on March 29, 2013 and a
Conceptual Project plan developed by IBI Group Architects Planners, dated April 16, 2013; and
the fees related to that service.
Project Description: This project consists of approximately an 800 square foot addition and
minor remodel of the single story Police Facility located at 200 N. Halcyon Road in the City of
Arroyo Grande, CA.
Included Consultants:
The proposed fees include the normally anticipated consultants for this scope of work. The
following is a list of the Consultants that are included in this proposal:
1. Civil: Penfield & Smith
2. Landscape: Oasis & Associates
3. Structural:
4. Mechanical:
Smith Structural Group
Brummel Myrick & Associates
Thoma Engineering 5. Electrical:
Our proposal excludes other "special consultants" that may be desired or needed through the
review/approval process such as traffic, security, radio communications, soils, and survey
consulting, etc. First it is our assumption that the City will retain the soils and surveying
consultants for the project. It is also our assumption that we will coordinate with the City's
communications vendor and IT Staff to facilitate this portion of the design.
Scope of Services:
1. Basic Services (Included):
1.1. Schematic Design
• Site Visits to document existing conditions.
• Provide Schematic Design Documents based on the mutually agreed-
upon program, schedule, and budget for the Cost of the Work. The
documents shall establish the conceptual design of the Project illustrating
the scale and relationship of the Project components. The Schematic
Design Documents shall include a conceptual site plan, if appropriate, and
IBI Group is a group of firms providing professional services
IBI Group Architecture Planning is a division of IBI Group USA
Item 10.a. - Page 25
IBI Group Architecture Planning
Ms. Teresa McClish -April 12, 2013
preliminary building plans, sections and elevations. At the Architect's
option, the Schematic Design Documents may include study models,
perspective sketches, electronic modeling or combination of these media.
Preliminary selections of construction materials shall be noted on the
drawings or described in writing.
1.2. Design Development
2
• Provide Design Development documents based on the approved
Schematic Design Documents and updated budget for the Cost of the
Work. The Design Development Documents shall illustrate and describe
the refinement of the design of the Project, establishing the scope,
relationships, forms, size and appearance of the Project by means of
plans, sections and elevations, typical construction details, and equipment
layouts. The Design Development Documents shall include specifications
that identify major materials and systems and establish in general their
quality levels.
• Statement of Probable Construction Cost -A detailed construction Cost
Estimate can be provided as an additional service.
1.3. Prepare Construction Documents including specifications.
• Provide Construction Documents based on the approved Design
Development Documents and the updated approved budget for the Cost
of the Work. The Construction Documents shall set forth in detail the
requirements for construction of the Project. The Construction
Documents shall include Drawings and Specification that establish in
detail the quality levels of material and systems required for the Project.
• During the development of the Construction Documents, the Architect
shall assist the Owner in the development and preparation of: (1) bidding
and procurement information which describes the time, place and
conditions of bidding; bidding or proposal forms; and the form of
agreement between the Owner and the Contractor; and (2) the Conditions
of the Contract for Construction (General, Supplementary and other
Conditions). The Architect also shall compile the Project Manual that
includes the Conditions of the Contract for Construction and
Specifications and may include bidding requirements and sample forms.
1.4. Assistance with securing Building Permit Approvals.
1.5. Bidding Assistance:
• Attend Pre-Bid Conference if one is deemed necessary.
• Respond to bidder questions.
• Prepare addendums if required.
• Provide recommendations regarding award of Contract.
1.6. Construction Phase Services -(Minimum required services per California
Administrative Code, Chapter 4, Article 1 ):
• Attendance at pre-construction meeting.
• Periodic Site Observation (6 site visits) -This visits will include a written
field observation report, and shall coincide with the submittal of
Applications for Payment.
• Review and recommend action on Applications for Payment.
• Respond to Requests for Information and/or Clarification.
• Review and recommend action on Submittals and/or Substitution
requests.
• Provide Clarification Drawings and Specifications in response to review of
items above.
• Review and recommend for approval Construction modification
documents including Change Orders.
Item 10.a. - Page 26
181 Group Architecture Planning
Ms. Teresa McClish-April 12, 2013
• Prepare Construction Deficiency List (Punch List)
• Review and Approve Contractor prepared As-Built Drawings
3
2. Value Added Services: Some projects require more services than those covered by the
Basic Services. These optional services could include detailed cost estimates, feasibility
studies, models, value engineering, LEED certification, commissioning, extended
construction administration or construction management. In addition, some projects may
require supplementary or specialty consultants such as acoustical, energy, etc. The fees
for optional services and specialty consultants are negotiated for each project. Based on
our review of this project, some specialty consultants that may be warranted have been
listed below. Their fees have not been included in the Basic Service Fees in this
proposal. These Value Added Services are as follows:
2.1. Topographic Survey
• Establish local site control.
• Perform field survey for topographic mapping.
• Download data from field survey into AutoCAD.
• Prepare topographic basemap in AutoCAD format
2.2. SWPPP Preparation
• Prepare a Storm Water Pollution Prevention Plan and submit an NOi to
the State Water Quality Resources Control Board using the SMARTS
system, including risk level determination.
2.3. Detailed Cost Estimating (Design Development).
3. Excluded Services:
3.1. Design of Police Memorial Park Area.
3.2. Seismic upgrade of the existing building to meet Essential Service Facility
standards.
3.3. Design of Electrical/Low Voltage Systems as follows:
• Design of new electrical service. This estimate assumes that the existing
electrical power is adequate to accommodate the additions.
• Design of new Data Cable Plant (Cat6e)
• Photovoltaic System Design/Engineering (Solar Power) -Additional
Service
• Design of radio communications and dispatch requirements in both the
dispatch and the Emergency Operations Center areas. We will coordinate
with the City's vendor or communications staff to provide conduit
pathways for this equipment.
3.4. Design of the project to meet NEC Article 708 (Critical Operations Power
Systems) requirements.
3.5. Enhanced Construction Phase Services -These services shall be
performed for an additional fee at the request of the City in writing. It is
our experience that these services provide added value to the construction
process while eliminating the need for the City to retain a Construction
Manager. These services will minimize construction delays and improve our
ability to recognize and respond to respond to issues early to avoid
unnecessary Change Orders. These services include the following:
• Issue Notice to Proceed and supporting documents.
• Schedule and prepare agenda for bi-weekly construction meetings;
Record and prepare minutes of those meetings.
• Monitor/Analyze Contractor's Construction Schedule.
• Prepare Construction modification documents including Change Orders.
• Obtain Reproducible "Record Drawing" sets and Specifications from
Contractor.
• Issue Notice of Completion. File with County Clerk as required. The City
is required to pay all fees.
• Post Occupancy Evaluation of Design.
Item 10.a. - Page 27
IBI Group Architecture Planning
Ms. Teresa McClish -April 12, 2013
4
3.6. Detailed Cost Estimate at Design Development Phase -Additional Service -
See Item 2.3 under value added services.
Project Assumptions:
1. The City will provide all necessary documentation including, but not limited to, As-
Built drawings and Front-End Documents for review and coordination.
2. The City will pay all fees associated with approvals required for this project.
3. The City will retain the soils consultant required for this project.
4. The City will either elect to retain the Civil Consultant to prepare a topographic survey
or provide additional services under this scope of work to perform these required
services
Project Delivery:
This proposal is based on a single contract design, bid, and build format of project delivery to
occur over a 6 month period.
Schedule:
• The project to be completed expeditiously in accordance with the Standard of Care of our
industry for similar projects.
Initial Project Construction Budget:
• The initial project construction budget is Seven Hundred Sixty Two Thousand Dollars
($762,000).
Compensation:
We propose to provide the above referenced services for the following fixed fee plus allowable
reimbursable expenses:
rtask 1:· ---·------Basic-s&rifoes--~-_,--:-·~ :· --·-: ;-:------;-_--:·.-:-·-,-·-: ---------··
j, ___ .,.._~_ ---~---->-------~-----·-· -~ -----~-~ ---__ __:. _: _ _,._:......_ ___ _. __ ;;~----------..:...--~---:.: __ .,~_ ...:::_ ___________ ,_. -· --·---------
1. 1 Schematic Design $12,500.00
1.2 Design Development $15,000.00
1.3 Construction Document Phase Services $38,400.00
1.4 Agency Approval $6,250.00
1.5 Bidding Assistance $7,850.00
1.6 Construction Phase Services $45,000.00
Total Fixed Fee -Billed on % Complete Basis $125,000.00
Reimbursable These estimated expenses are based on providing $5,000.00
Expenses: the City with five (5) sets of documents at
Schematic Design, Design Development and 50%
& 90% Construction Document Phases. This
estimate excludes reproduction of documents for
Bidding.
Reimbursable expenses will be billed at 1.2 times
the actual cost.
iia~l<-2:---·-;---va1ue'ACfdecfseni1Ces-; ~~tTri~•LJcteCfin e&SfC''. ___ .. _________ --· --· · ·
! .. ',,::..c ___ ... ~_Ei!'!!~~-~--~~·-··--··_.:,~ ·~:._ ___ : __ _' -~--.. -~ ___ ---'--~-:. -------·-------------_ -
2.1 Topographic Survey $7,400.00
2.2 SWPPP Preparation $3,400.00
2.5 Detailed Cost Estimate at Design Development $5,000.00
Phase
Total Fixed Fee -Billed on% Complete Basis $15,800.00
Item 10.a. - Page 28
IBI Group Architecture Plannlng
Ms. Teresa McClish-April 12, 2013
If this proposal meets with your approval, please prepare and forward Agreements with the
following as signees:
• Dave Cartnal, Director
IBI Group Architecture Planning
• Alistair Braille, Operating Director
181 Group
• Craig Atkinson, Principal
IBI Group Architecture Planning
If you have any questions please don't hesitate to contact me.
principal
cc: File
Enc.: Conceptual Diagram -Dated April 16, 2013
Hourly Rate Sheet
J:\11145000_AGC_AGCORPYD-POLICESTN\1.0 CONTRACTS & PROPOSALS\1.01 Owner_Arch Agree\ATPagpd-halcyon-drafl201~1-14.docx
5
Item 10.a. - Page 29
HALCYON ROAD
IBI ,~Site Plan I Floor Plan
GROUP ......____...Arroyo Grande Police Station AdditionfTenant Improvements
-.:1.-::::::::--
0 -·-··-
11
=~~.·~ DEllOUTION FLOOR PlAN •"•-\:[;)
FLOORPlAN
---o-~·
o-~·--
13-··-o-·-·-o-·~·--··-· o---·-~ ··~ o-:-(f)
City of Arroyo Grande
01
11145.001
04/1612013
Item 10.a. - Page 30
AACHJTECrURE PLANNl!iG
2012 STANDARD HOURLY RATE SCHEDULE
BASIS FOR COMPENSATION
ARCHITECTURAL SERVICES:
Senior/Consulting Principal
Principal Architect
Associate/Project Director
Senior Project Architect
Project Architect
Project Manager
Technical I
Technical II
Technical Ill
Technical IV
Construction Administrator I
Construction Administrator II
Administrative I
Administrative II
Administrative Ill
Expert Witness Services
Architect's Consultants
Reimbursable Expenses
Hourly Rates are in effect until June 30, 2013
IBI Group is a group of firms providing professional services
IBI Architecture Planning is a division of IBI Group USA
$ 200-255/Hr.
$160-185/Hr.
$140-175/Hr.
$125-165/Hr.
$110-150/Hr.
$110-130/Hr.
$ 80-115/Hr.
$ 54-90/Hr.
$ 60-78/Hr.
$ 55-75/Hr.
$115-150/Hr.
$ 90-125/Hr.
$ 70-78/Hr.
$ 45-65/Hr.
$ 35-50/Hr.
$ 350/Hr.
1.2 x Cost to Architect
1.2 x Cost to Architect
Item 10.a. - Page 31
1.1
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
270 N. Halcyon Rd, Arroyo Grande, CA
SUMMARY OF BASIC TERMS
Attachment 5
Certain Basic Terms.
(a) Seller and Notice VCA Real Property Acquisition Corporation
Address: Attn: Michael Everett, Esq.
12401 W. Olympic Blvd
Los Angeles, CA 90064-1022
(b) Purchaser and Notice City of Arroyo Grande
Address: Attn: Mr. Steve Adams, City Manager
300 E. Branch Street
Arroyo Grande, CA 93421
(c) Effective Date: The last date both Purchaser and Seller have
signed this Agreement.
(d) Purchase Price: $325,000
(e) Earnest Money: $25,000. The definition of "Earnest Money"
includes any interest earned thereon.
(f) Title Review Period: 10 days from the later of (i) Effective Date and (ii)
the date in which Purchaser receives all due Title
Documents as in Article 3 hereof.
(g) Closing Date: Sixty (60) days from the expiration of Due
Diligence Period.
(h) Title ComQany and Chicago Title Company
Escrow Agent: Attn: Patricia Schlageck
700 South Flower Street, Suite 800
Los Angeles, CA 9001 7
Tel: (213) 488-4358
E-mail: patricia.schlageck@ctt.com
(i) Buyer's Broker: None
(j) Seller's Broker: Studley Group, Attn: Marcus Arredondo. Per
terms of separate written agreement between Seller
and Broker.
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Item 10.a. - Page 32
1.2 Property. Subject to the terms of this Purchase and Sale Agreement and
Joint Escrow Instructions (the "Agreement"), Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller, all right, title and interest in and to the property located at 270
North Halcyon Road, Arroyo Grande, CA (9093421) (collectively the "Property") as more
particularly described on Exhibit "A" hereto.
(a) The real property described in Exhibit A (collectively "Land"),
together with the building and improvements thereon (the "Improvements"), and all
appurtenances of the above-described real property, including mineral rights, oil, gas and any
other hydrocarbon rights, development rights, air rights, water rights, water stock, together if
any, and any easements or rights-of-way relating thereto;
(b) Any leases affecting portions of the Land or the Improvements (the
"Leases"), including any license agreements for the leasing or licensing or rooftop space or
equipment, telecommunications equipment, cable access and other space, security deposits,
guaranties or collateral assignments; and contract rights related to the operation, ownership or
management of the Property, including maintenance, service, construction, supply and
equipment rental contracts, equipment leases, agreements or licenses if any vehicle leases,
vendor and supplier agreements which are specifically approved by Purchaser prior to the
expiration of Due Diligence Period, but excluding any property management agreements
(collectively, the "Contracts");
(c) All personal property owned by, licensed to or used by Seller, of
whatever kind or type, located on, in or used in connection with the Land and Improvements,
including the following: all fixtures, furniture, equipment (including any office equipment used
exclusively at the Property), appliances, machinery, tools, trade fixtures, files, and records,
lighting fixtures and equipment, landscape accessories, outdoor furniture, ash urns, boilers,
engines, generators, cooling systems, air conditioning machines, fire prevention and
extinguishing apparatus, elevators, warranties, governmental permits, approvals and licenses, if
any and all other personal property owned by Seller, of whatever kind or type, located on the
Property and which are used exclusively in connection with the operation or maintenance of the
Property (the "Personal Property").
( d) All intangible personal property owned by, licensed to or used by
Seller, of whatever kind or type, located on, in or used exclusively in connection with the
Property and the Improvements, including the following: (i) all Property Information,
authorizations, approvals, transferable permits, licenses, agreements, variances, tentative maps,
final maps, architectural or engineering plans, as-built plans and specifications and land use
entitlements held by Seller and relating to the construction, reconstruction, occupancy, operation
or use of any part of the Improvements, including all permits, building permits, certificates of
occupancy and business licenses; (ii) if still in effect, guaranties and warranties received by
Seller from any contract or, manufacturer or other person in connection with the construction or
operation of the Property and (iii) all other intangible property used by Seller exclusively in
connection with the ownership and operation of the Property (the "Intangible Personal
Property").
1.3 Purchase Price. The Purchase Price for the Property shall be Three Hundred
Twenty Five Thousand Dollars ($325,000).
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Item 10.a. - Page 33
1.4 Earnest Money. A deposit of Twenty Five Thousand Dollars ($25,000) (the
"Earnest Money") shall be deposited by Purchaser with Escrow Agent within three (3) business
day of the Effective Date of this Agreement, in immediately available federal funds, evidencing
Purchaser's good faith to perform Purchaser's obligations under this Agreement. Escrow Agent
shall open up an escrow account and shall deposit the Earnest Money forthwith. The Earnest
Money shall be applied against the Purchase Price at the close and shall become non-refundable
upon the expiration of the Due Diligence Period as set forth below, unless the transaction
contemplated in this Agreement is not consummated as a result of Seller's default, a failure of
Purchaser's closing conditions, or as otherwise expressly provided for herein. If (i) Purchaser
elects to terminate this Agreement prior to expiration of the Due Diligence Period in accordance
with Section 2.2, or (ii) fails to deliver the Notice to Proceed, then Escrow Agent shall pay the
Earnest Money to Purchaser within one (1) business day of confirmation from Purchaser that the
Agreement has been terminated.
1.5 Notice to Proceed. On or before the expiration of the Due Diligence Period, in
the event Purchaser elects in its sole and absolute discretion to proceed to Closing, Purchaser
shall deliver written notice to Seller of its intent to proceed with the purchase of the Property
("Notice to Proceed").
1.6 Balance of Purchase Price. The balance of the Purchase Price remaining after
deduction for the Earnest Money, subject to any reduction or increase for prorations, credits or
costs as provided for herein, shall be paid by Purchaser to Escrow Agent for benefit of Seller in
cash, in immediately available funds via wire transfer in the escrow account.
ARTICLE2
INSPECTIONS AND PROPERTY INFORMATION
2.1 Property Information.
(a) As used herein, the term "Natural Hazard Area" shall mean those
areas identified as natural hazard areas or natural hazards in the Natural Hazard Disclosure Act,
California Government Code Sections 8589.3, 8589.4 and 51183.5, and California Public
Resources Code Sections 2621.9, 2694 and 4136, and any successor statutes or laws (the "Act").
Purchaser hereby waives the right to receive from Seller a Natural Hazard Disclosure Statement
(the "Disclosure Statement") as described in the Act.
2.2 Inspections. (a) During the period commencing on the Effective Date and
terminating thirty (30) days thereafter (the "Due Diligence Period"), Purchaser shall undertake
at Purchaser's expense an inspection of the Property; a review of the physical condition of the
Property, including but not limited to, inspection and examination of all structures and
improvements on the Property including termite inspection(s) and sewer system(s) inspection(s),
soils testing and analysis, review of environmental conditions on the Property, inspection and
testing for Hazardous Substances, if any, and archeological information relating to the Property.
Purchaser, or persons designated by Purchaser, shall have the right at all reasonable times to
enter on the Property for the purpose of conducting those soil tests, surveys, and studies as
Purchaser may require to ascertain the suitability of the Property for Purchaser's purposes.
Purchaser shall also indemnify and hold Seller harmless against any claims arising from
Purchaser's or Purchaser's designated persons' entry on the Property
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Item 10.a. - Page 34
(b) If Purchaser disapproves of the results of the inspection and review of the physical
conditions of the Property, Purchaser may elect, prior to the close of business on last day of the
Due Diligence Period, to terminate this Agreement by giving Seller written notification, and the
Earnest Money together with all interest shall be promptly returned to Purchaser. If Purchaser
fails to properly notify Seller of the intent to terminate this Agreement, Purchaser shall be
deemed to be satisfied with the results of the inspection and shall be deemed to have waived the
right to terminate this Agreement pursuant to this provision.
2.3 AS-IS, WHERE IS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT
FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 8.1 AND THE
WARRANTIES OF TITLE UNDER CALIFORNIA CIVIL CODE SECTION 1113 IN THE
DEED ("SELLER'S WARRANTIES"), THIS SALE IS MADE AND WILL BE MADE
WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND
(WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, STATUTORY) BY SELLER OR ITS REPRESENTATIVES. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, PURCHASER
AGREES TO ACCEPT THE PROPERTY ON AN "AS IS" AND "WHERE IS" BASIS, WITH
ALL FAULTS AND ANY AND ALL LATENT AND PATENT DEFECTS, AND WITHOUT
ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER AND ITS
REPRESENTATIVES HEREBY DISCLAIM, EXCEPT FOR SELLER'S WARRANTIES
HEREIN.
ARTICLE3
TITLE REVIEW
3.1 Title Review. Within one (1) business day after the Effective Date, Title
Company shall furnish to Purchaser the following: (a) a preliminary title report issued by the
Title Company in the amount of the Purchase Price for a CL TA standard coverage owner's
policy on the Title Company's most current form ("Title Report"); (b) legible copies of all
documents of record referred to in each of the Title Report as exceptions to title to the Property
(the "Title Documents"). Purchaser may review the Title Report and Title Documents with
respect to the Property during the Title Review Period. Purchaser may, at its expense, secure
during the Title Review Period any additional title commitment or report or survey updates
desired by Purchaser. Purchaser shall have the right to request that the Title Company provide at
Purchaser's sole cost and expense any reinsurance or endorsements Purchaser may desire at
Closing, provided that the issuance of such reinsurance or endorsements shall not be a condition
to or delay the Closing.
3.2 Permitted Exceptions. The term "Permitted Exceptions" shall include and refer
to: (a) zoning ordinances and regulations and other laws or regulations governing use or
enjoyment of the Property; (b) matters affecting title created by or with the consent of Purchaser;
(c) liens to secure taxes and assessments not yet due and payable; and (d) customary utility
easements and other matters which the Title Company has not agreed to remove from the Title
Report as of the end of the Due Diligence Period and that Seller is not required to remove as
provided in this Agreement. Notwithstanding the foregoing, Seller shall remove at Seller's sole
cost and expense on or prior to the Closing Date and there shall not be treated as Permitted
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Item 10.a. - Page 35
Exceptions any liens for monetary obligations incurred by Seller (excluding any general or
special assessments that are paid in installments to the extent not required to be paid as of the
Closing Date) that are not assumed by Purchaser (for such purposes, all assessments collected
with ad valorem real estate taxes shall be assumed by Purchaser and represent Permitted
Exceptions).
3 .3 Title Review Period. Purchaser shall have ten ( 10) days from the receipt of the
Title Report and the Title Documents to determine whether the matters affecting the title to the
Property are acceptable to Purchaser.
ARTICLE4
OPERATIONS AND RISK OF LOSS
4.1 Ongoing Operations. During the term of this Agreement, Seller shall not,
without the prior written approval of Purchaser, which approval may be withheld or granted in
Purchaser's sole discretion, (i) enter into any new Lease or amendment to existing Leases
affecting the Property; or (ii) enter into any agreement that would give rise to any lien on or lien
rights against the Property. Seller shall promptly notify Purchaser of any lawsuits, condemnation
proceedings, rezoning, or other governmental order or action served on Seller affecting the
Property and shall provide Purchaser with full and complete copies of all notices and documents
received by Seller. Prior to Closing, Seller, at its sole cost and expense, shall terminate all
Contracts that Purchaser does not specifically approve in writing prior to expiration of the Due
Diligence Period.
4.2 Insurance. Prior to the Closing, Seller shall keep in full force and effect all
existing fire, casualty, liability and extended coverage and other insurance policies which are
presently in effect for the Property.
4.3 Further Encumbrances. Prior to the Closing, Seller shall not enter into or
record any easement, covenant, license, permit, agreement or other instrument against the
Property, or any portion thereof.
4.4 Compliance With Laws. Seller shall comply with all applicable Governmental
Regulations in all material respects. "Governmental Regulations" means all local, state, and
federal laws, ordinances, rules, requirements, resolutions, policy statements and regulations
(including those relating to land use, subdivision, zoning, environmental, labor relations,
hazardous materials, occupational health and safety, water, earthquake hazard reduction and
building and fire codes) bearing on the construction, development, alteration, rehabilitation,
maintenance, use, operation, or sale of the Property.
ARTICLES
CONDITIONS PRECEDENT
5.1 Purchaser's Conditions. Notwithstanding anything in this Agreement to the
contrary, Purchaser's obligation to purchase the Property shall be subject to and contingent upon
the satisfaction or waiver of the following conditions precedent:
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Item 10.a. - Page 36
(a) Notice to Proceed. Purchaser shall have completed its review of the
condition of the Property and delivered the Notice to Proceed.
(b) Title. The Title Company shall have committed to issue, a CLTA owner's
policy of title insurance (the "Title Policy") on the most current applicable form, insuring
Purchaser in the amount of the Purchase Price, with title to Property showing vested of record in
the Purchaser on the Closing Date subject only to the pre-printed conditions and exceptions of
such policy and the Permitted Exceptions and any other title exceptions accepted or deemed
accepted by Purchaser.
(c) Performance. Seller shall have performed or tendered performance of all
its material obligations under this Agreement, including delivery of all closing documents.
(d) Representations and Warranties. All of Seller's express representations
and warranties in this Agreement shall be true and accurate as of the Closing Date.
(e) No Actions, Suits, etc. There shall exist no pending or threatened actions,
suits, arbitrations, claims, attachments, proceedings, assignments for benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings, against any party, that would
materially and adversely affect the operation or value of the Property or the other party's ability
to perform its obligations under this Agreement.
5.2 Seller's Conditions. Notwithstanding anything in this Agreement to the contrary,
Seller's obligation to sell the Property shall be subject to and contingent upon the satisfaction or
waiver of the following conditions precedent:
(a) Receipt of Notice to Proceed. Seller shall have received the Notice to
Proceed.
(b) Performance. Purchaser shall have performed or tendered
performance of all its material obligations under this Agreement, including delivery of all closing
documents and items.
(c) Representations and Warranties. All of Purchaser's express
representations and warranties in this Agreement shall be true and accurate of the Closing Date.
5.3 Failure or Waiver of Condition Precedent. If any of the conditions set forth in
Section 5.1 or Section 5.2 are not fulfilled or waived, the party benefited by such conditions
may provide written notice to the other party of such breach of this Agreement. In the event the
breaching party does not cure its performance within ten (10) days after notification, the non-
breaching party may terminate this Agreement. In addition, if Purchaser is the non-breaching
party, Purchaser may exercise, its right to pursue a claim for specific performance as provided by
Section 9.2 hereof. Upon such termination, so long as Purchaser is not in default hereunder and
is not the cause of the failure of the condition, Escrow Agent shall immediately return the
Earnest Money to Purchaser, Seller shall reimburse Purchaser for all customary expenses
(including, but not limited to, an appraisal, physical inspection, phase I report, attorney fees and
costs), to be reimbursed upon Purchaser's proof of payment, and neither party shall have any
further obligation to or rights against the other except any rights or obligations of either party
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Item 10.a. - Page 37
which are expressly stated to survive termination of this Agreement. Escrow Agent shall return
to each party all documents and instruments deposited with Escrow Agent by such party. Either
party may, at its election, at any time or times on or before the date specified for the satisfaction
of the condition, waive in writing the benefit of any of the conditions set forth in Sections 5.1
and Section 5.2. Purchaser's consent to the close of escrow and waiver of any condition shall
serve to waive any liability on the part of Seller for any unfulfilled condition and for breaches of
any representations and warranties of which Purchaser had knowledge as of the Closing.
ARTICLE6
CLOSING
6.1 Closing. The consummation of the transaction contemplated under this
Agreement ("Closing") shall occur on the Closing Date at the offices of Escrow Agent. Upon
completion of the deliveries pursuant to Section 6.2 and Section 6.3, satisfaction of the other
conditions to Closing as provided in this Agreement and performance by each party of its
obligations required to be performed prior to or at the Closing, the parties shall direct the Escrow
Agent to make such deliveries and disbursements according to the terms of this Agreement.
6.2 Seller's Deliveries in Escrow. On or before the day preceding the Closing Date,
Seller shall deliver in escrow to Escrow Agent the following:
(a) Deed. A Grant Deed in the form of Exhibit B, or otherwise
acceptable for recordation under the laws of California, executed and acknowledged by Seller,
conveying the Property to Purchaser, subject only to the Permitted Exceptions (the "Deed");
(b) Bill of Sale. Two (2) duplicate originals of the Bill of Sale in the form
of Exhibit C-1, executed by Seller, assigning and conveying to Purchaser the Personal Property,
if any, and, to the extent applicable, any and all Intangible Personal Property (the "Bill of Sale");
(c) Assignment of Contracts. Two (2) duplicate originals of the
Assignment of Contracts, if any, in the form of Exhibit C-2, executed by Seller, vesting in
Purchaser all of Seller's right, title and interest in and to the Contracts ("Assignment of
Contracts");
( d) Assignment of Leases. Two (2) duplicate originals of the Assignment
of Leases, if any, in the form of Exhibit D, executed by Seller, vesting in Purchaser all of
Seller's right, title and interest in and to the Leases ("Assignment of Leases");
(e) Certificate of Non-Foreign Status. A Certificate of Non-Foreign Status
of Seller in the form of Exhibit E and a California Form 593, executed by Seller ("Certificate of
Non-Foreign Status");
(f) Local, State and Federal Law Disclosures. Such disclosures and
reports, if any, as are required by applicable federal, state and local law in connection with the
conveyance of real property, including, but not limited to a Non-Foreign Affidavit signed by
Seller in the customary form to be prepared by Escrow Agent; Foreign Investment in Real
Property Tax Act ("FIRPTA") affidavit executed by Seller; a California Form 593-C executed by
Seller; and disclosures concerning natural hazards at the Disclosure Statement;
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Item 10.a. - Page 38
(g) Conveyancing or Transfer Tax Forms or Returns. Such conveyancing
or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by
applicable state and local law in connection with the conveyance of the Property;
(h) Additional Documents. Any additional documents that Escrow Agent
or the Title Company may reasonably require for the proper consummation of the transaction
contemplated by this Agreement.
6.3 Purchaser's Deliveries in Escrow. On or before the day preceding the Closing
Date, Purchaser shall deliver in escrow to Escrow Agent the following:
(a) Purchase Price. The Purchase Price, less the Earnest Money that is
applied to the Purchase Price, plus or minus applicable prorations, in immediate, same-day
federal funds wired for credit into Escrow Agent's escrow account;
(b) State Law Disclosures. Such disclosures and reports as are required by
applicable state and local law in connection with the acquisition of real property;
(c) Conveyancing or Transfer Tax Forms or Returns. Such conveyancing
or transfer tax forms or returns, if any, as are required to be delivered or signed by Purchaser by
applicable state and local law in connection with the conveyance of real property;
( d) Additional Documents. Any additional documents that Escrow Agent
or the Title Company may reasonably require for the proper consummation of the transaction
contemplated by this Agreement.
6.4 Closing Statements/Escrow Fees. At the Closing, Seller and Purchaser shall
deposit with Escrow Agent executed closing statements consistent with this Agreement in the
form required by Escrow Agent..
6.5 Closing Costs.
(a) At Closing, Purchaser shall pay: (i) the premium for any endorsements
to the Title Policy other than those endorsements Seller agrees to provide in Seller's Title Notice;
and (iii) one-half of any escrow fees.
(b) At Closing, Seller shall pay: (i) the premium for the basic CLT A Title
Policy issued by the Title Company and for those endorsements Seller agrees to provide in
Seller's Title Notice; (ii) all documentary transfer taxes; and (iii) one-half of any escrow fees.
(c) Each party shall pay its own attorneys' fees and the cost of their own
customary document drafting, recording and miscellaneous charges. All other closing costs and
expenses will be allocated between Seller and Purchaser in accordance with the customary
practice in Los Angeles County.
6.6 Close of Escrow. Upon satisfaction or completion of the foregoing conditions
and deliveries, the parties shall direct Escrow Agent to immediately cause the Deed to be dated
and recorded in the Official Records of the County of Los Angeles, and to date and deliver the
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Item 10.a. - Page 39
documents described above to the appropriate parties and make disbursements according to the
closing statements executed by Seller and Purchaser.
ARTICLE7
PRORATIONS
Prorations and adjustments with respect to the Property shall be made as of the Closing
Date as set forth in this Article 7.
7 .1 Pro rations. The following items shall be adjusted and apportioned between
Seller and Purchaser as follows, with the intent that the Closing Date be a day of income and
expense for Purchaser.
(a) Rents. Rents, income and other revenue, if any, for the month of
Closing shall be prorated as of 12:01 a.m. on the Closing Date. Prepaid Rents collected by Seller
for periods following the Closing Date shall be prorated and credited to Purchaser at Closing.
(b) Taxes and Assessments. Real estate taxes and assessments imposed
by governmental authority that are not yet due and payable shall be prorated as of the Closing
based upon the most recent ascertainable assessed values and tax rates. Seller shall receive a
credit for any taxes and assessments paid by Seller and applicable to any period after the
Closing. It is understood that any supplemental property tax bill issued as a result of the sale of ·
the Property pursuant to the provisions of this Agreement shall be borne by Purchaser. Seller
shall retain all right, title and interest in and to any and all property tax (both real and personal
property) refunds and claims for refunds with respect to the Property for any period prior to the
Closing Date.
(c) Final Adjustment After Closing. If final prorations cannot be made at
Closing for any item being prorated under this Section 7.1, then Purchaser and Seller agree to
allocate such items on a fair and equitable basis as soon as invoices or bills are available, with
final adjustment to be made as soon as reasonably possible after the Closing but no later than one
hundred twenty (120) days after the Closing, to the effect that income and expenses are received
and paid by the parties on an accrual basis with respect to their period of ownership. Payments
in connection with the final adjustment shall be due within ten (10) days of written notice. Seller
and Purchaser shall have reasonable access to, and right to inspect and audit, each other's books
and records to confirm the final prorations.
7.2 Tenant Deposits. The Security Deposits, if any, received by Seller shall be
credited to Purchaser at closing.
7.3 Sale Commissions. Seller and Purchaser represent and warrant each to the other
that they have not dealt with any real estate broker, sales person or finder in connection with this
transaction, except for the relationship between Seller and Studley, Inc. (pursuant to the terms of
a separate written agreement between Seller and Studley If any claim is made for broker's or
finder's fees or commissions in connection with the negotiation, execution or consummation of
this Agreement or the transactions contemplated hereby, each party shall defend, indemnify and
hold harmless the other party from and against any such claim based upon any purported or
actual statement, representation or agreement of such party.
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Item 10.a. - Page 40
ARTICLES
REPRESENTATIONS AND WARRANTIES
8.1 Seller's Representations and Warranties. As a material inducement to
Purchaser to execute this Agreement and consummate the transaction contemplated by this
Agreement, Seller makes the following representations and warranties to Purchaser:
(a) Organization and Authority. Seller has the full right and authority and
has obtained any and all consents required to enter into this Agreement and to consummate or
cause to be consummated the transactions contemplated hereby. This Agreement has been, and
all of the documents to be delivered by Seller at the Closing will be, authorized and properly
executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of
Seller, enforceable in accordance with their terms.
(b) Conflicts and Pending Action. There is no agreement to which Seller
is a party or binding on Seller which is in conflict with this Agreement. To Seller's knowledge,
there is no action or proceeding pending or threatened against Seller which challenges or impairs
Seller's ability to execute or perform its obligations under this Agreement. To Seller's
knowledge, there is no litigation and there is no claim, cause of action, arbitration, governmental
investigation or administrative proceeding pending or threatened against Seller or affecting the
Property. There are no judgments, decrees, or orders from any government body against Seller
or the Property.
(c) Governmental Regulations. To Seller's knowledge, there are no
violations of any Governmental Regulations with respect to the Property, including but not
limited to, zoning, building, environmental or other law, ordinance, code, order or regulation is
or will be violated by the continued maintenance, operation or use of any buildings,
improvements or structures presently erected on the Property or by the continued maintenance,
operation or use of parking areas.
(d) Bankruptcy or Dissolution. No "Bankruptcy/Dissolution Event" (as
defined below) has occurred with respect to Seller or any of its partners or members, as
applicable. As used herein, a "Bankruptcy/Dissolution Event" means any of the following:
(a) the commencement of a case under Title 11 of the United States Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable bankruptcy law or other similar
law; (b) the appointment of a trustee or receiver of any substantial property interest; (c) an
assignment for the benefit of creditors; (d) an attachment, execution or other judicial seizure of a
substantial property interest; (e) the taking of, failure to take, or submission to any action
indicating an inability to meet its financial obligations as they accrue; or (f) a dissolution or
liquidation, death or incapacity.
(e) No Prior Transfers. Seller has not transferred, by sale, assignment or
otherwise, to any person, partnership, corporation or other entity, all or any portion of any right,
title or interest which Seller may have in and to any portion of the Property.
(f) Non-Foreign Seller. Seller is not a foreign seller as defined in the
"Foreign Investment in Real Property Tax Act".
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Item 10.a. - Page 41
(g) No Condemnation. To Seller's knowledge, there is no condemnation
or eminent domain proceeding pending or threatened, in writing, against the Property or any part
thereof.
(h) Hazardous Materials. To Seller's knowledge, the Property does not
violate any state, federal or local law pertaining to Hazardous Material. The term "Hazardous
Material" means any hazardous, toxic or dangerous waste, substance or material, pollutant or
contaminant, as defined for purposes of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended, or any
substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic, or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other
petroleum hydrocarbons, polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde,
asbestos, lead, medical waste, biochemicals, mold or mycotoxins.
(i) Expiration of Representations and Warranties. The truth and accuracy
of the representations and warranties made by Seller in this Section 8.1 shall be and true and
accurate as of the date of this Agreement and the Closing Date and shall survive the Closing for a
period of twelve (12) months.
8.2 Purchaser's Representations and Warranties. As a material inducement to
Seller to execute this Agreement and consummate this transaction, Purchaser represents and
warrants to Seller that:
(a) Organization and Authority. Purchaser has been duly organized and
validly exists as a limited liability company, in good standing in the State of California and is
qualified to do business therein. Purchaser has the full right and authority and has obtained any
and all consents required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby. This Agreement has been, and all of the
documents to be delivered by Purchaser at the Closing will be, authorized and properly executed
and constitutes, or will constitute, as appropriate, the valid and binding obligation of Purchaser,
enforceable in accordance with their terms.
(b) Conflicts and Pending Action. There is no agreement to which
Purchaser is a party or to Purchaser's knowledge binding on Purchaser which is in conflict with
this Agreement. There is no action or proceeding pending or, to Purchaser's knowledge,
threatened against Purchaser which challenges or impairs Purchaser's ability to execute or
perform its obligations under this Agreement.
(c) ERISA. Purchaser does not hold the assets of any employee benefit
plan within the meaning of 29 CFR 2501.3-101(a)(2).
ARTICLE9
DEFAULT AND DAMAGES
9.1 Default by Purchaser. IF ALL OF THE CONDITIONS TO PURCHASER'S
OBLIGATION TO PURCHASE THE PROPERTY HA VE BEEN SATISFIED OR WAIVED
AND IF PURCHASER SHOULD FAIL TO CONSUMMATE THIS TRANSACTION FOR
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Item 10.a. - Page 42
ANY REASON OTHER THAN SELLER'S MATERIAL AND UNCURED DEFAULT,
FAILURE OF A CONDITION TO PURCHASER'S OBLIGATION TO CLOSE, OR THE
EXERCISE BY PURCHASER OF AN EXPRESS RIGHT OF TERMINATION GRANTED
HEREIN, SELLER'S SOLE REMEDY IN SUCH EVENT SHALL BE TO TERMINATE THIS
AGREEMENT AND TO RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES,
SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE EVENT OF SUCH
DEFAULT BY PURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER'S
ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER UNDER THIS
AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, AND THAT SUCH LIQUIDATED
DAMAGES REPRESENT THE PARTIES' BEST ESTIMATE OF SUCH DAMAGES. SUCH
RETENTION OF THE EARNEST MONEY BY SELLER IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677
OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE
A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR
SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION.
THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHTS OR REMEDIES WITH
REGARD TO PURCHASER'S OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD
SELLER AND ITS REPRESENTATIVES HARMLESS AS SET FORTH IN THIS
AGREEMENT OR TO ANY BREACH BY PURCHASER OF ANY REPRESENTATION OR
WARRANTY CONTAINED HEREIN OR OF ANY OBLIGATION OTHER THAN THE
OBLIGATION TO CONSUMATE THIS TRANSACTION AND PAY THE PURCHASE
PRICE.
SELLER'S INITIALS PURCHASER'S INITIALS
9.2 Default by Seller. If the sale and purchase of the Property contemplated by
this Agreement is not consummated because of Seller's default hereunder, Purchaser may either
(i) initiate an action for specific performance of Seller's obligation to convey the Property to
Buyer in accordance with the terms of this Agreement or (ii) terminate this Agreement and
receive a refund of the Earnest Money and reimbursement of Purchaser's out-of-pocket fees with
respect to the negotiation of this Contract, due diligence and other acquisition costs related to the
transaction, including but not limited to, attorneys' fees and costs.
ARTICLE 10
EARNEST MONEY PROVISIONS
10.1 Investment and Use of Funds. Escrow Agent shall invest the Earnest Money in
government insured interest-bearing accounts satisfactory to Purchaser and Seller, shall not
commingle the Earnest Money with any funds of Escrow Agent or others, and shall promptly
provide Purchaser and Seller with confirmation of the investments made. If the Closing under
this Agreement occurs, Escrow Agent shall apply the Earnest Money to the Purchase Price on the
Closing Date.
10.2 Interpleader. Seller and Purchaser mutually agree that in the event of any
controversy regarding the Earnest Money, Escrow Agent may interplead all parties and deposit
the Earnest Money with a court of competent jurisdiction in which event Escrow Agent may
recover all of its court costs and reasonable attorneys' fees. Seller or Purchaser, whichever loses
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Item 10.a. - Page 43
in any such interpleader action, shall be solely obligated to pay such costs and fees of Escrow
Agent, as well as the reasonable attorneys' fees of the prevailing party in accordance with the
other provisions of this Agreement.
ARTICLE 11
MISCELLANEOUS
11. l Assignment. Purchaser shall have the right, without Seller consent, to assign its
rights under this Agreement.
11.2 Headings. The article and paragraph headings of this Agreement are for
convenience only and in no way limit or enlarge the scope or meaning of the language hereof.
11.3 Invaliditv and Waiver. If any portion of this Agreement is held invalid or
inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be
deemed valid and operative, and effect shall be given to the intent manifested by the portion held
invalid or inoperative. The failure by either party to enforce against the other any term or
provision of this Agreement shall not be deemed to be a waiver of such party's right to enforce
against the other party the same or any other such term or provision in the future.
11.4 Governing Law. This Agreement and performance hereunder and all suits and
proceedings hereunder or relating to any dispute between the parties shall be construed in
accordance with the laws of the State of California and exclusive venue and jurisdiction shall be,
within Arroyo County. All parties irrevocably consent and submit to such venue and
jurisdiction. Service of process may be made by United States mail at the address of the parties
stated in Section 1.l(a) and Section 1.l(b).
11.5 No Third Partv Beneficiary. This Agreement is not intended to give or confer
any benefits, rights, privileges, claims, actions, or remedies to any person or entity as a third
party beneficiary, decree, or otherwise.
11.6 Entiretv and Amendments. This Agreement embodies the entire agreement
between the parties and supersedes all prior agreements and understandings relating to the
Property except for any confidentiality agreement binding on Purchaser, which shall not be
superseded by this Agreement. This Agreement may be amended or supplemented only by an
instrument in writing executed by the party against whom enforcement is sought.
11. 7 Time. Time is of the essence in the performance of this Agreement.
11.8 Attorneys' Fees. With regard to any dispute arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges, and
expenses, including attorneys' fees and expert costs and fees, expended or incurred in connection
therewith.
11.9 Notices. All notices required or permitted hereunder shall be in writing and shall
be served on the parties at the addresses set forth in Section 1.1. Any such notices shall be either
(a) sent by overnight delivery using a nationally recognized overnight courier, in which case
notice shall be deemed delivered one business day after deposit with such courier, (b) sent by
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Item 10.a. - Page 44
facsimile, with written confirmation by overnight or first class mail, in which case notice shall be
deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c)
sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any
notice sent by facsimile or personal delivery and delivered after 5:00 p.m., California time, shall
be deemed received on the next business day. A party's address may be changed by written
notice to the other party; provided, however, that no notice of a change of address shall be
effective until actual receipt of such notice. Copies of notices are for informational purposes
only, and a failure to give or receive copies of any notice shall not be deemed a failure to give
notice.
11.10 Construction. The parties acknowledge that the parties and their counsel have
reviewed and revised this Agreement and that the normal rule of construction -to the effect that
any ambiguities are to be resolved against the drafting party -shall not be employed in the
interpretation of this Agreement or any exhibits or amendments hereto.
11.11 Calculation of Time Periods. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event after which the designated period of
time begins to run is not to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday, Sunday or legal holiday for national banks in the
location where the Property is located, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of .
time described herein shall be deemed to end at 5:00 p.m., California time.
11.12 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such counterparts shall
constitute one Agreement. To facilitate execution of this Agreement, the parties may execute
and exchange by facsimile or mailed counterparts of the signature pages, which shall be valid,
binding and admissible as though original.
11.13 Further Assurances. Whenever and so often as requested by either party, the
other party will promptly execute and deliver or cause to be executed and delivered all such other
and further instruments, documents or assurances, and promptly do or cause to be done all such
other and further things as may be necessary and reasonably required in order to further and fully
vest in such requesting party, the interests, privileges, and rights conferred or intended to be
conferred by this Agreement.
11.14 Joint and Several Liabilitv. If Seller consists of several legal entities, each of
them shall be jointly and severally liable for all of the liabilities and obligations under this
Agreement and all other documents executed in connection with the transactions contemplated
hereby.
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Item 10.a. - Page 45
IN WITNESS WHEREOF, the parties hereto Seller and Purchaser have executed this
Agreement on the day and year written below.
PURCHASER
City of Arroyo Grande
BY:
~~~~~~~~~~~~-
NAME: Steve Adams
TITLE: City Manager
Date: , 2013
SELLER:
VCA Real Property Acquisition Corporation
a California corporation
BY:
~~~~~~~~~~~~~
NAME:
TITLE:
DATE: , 2013 ---
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Item 10.a. - Page 46
JOINDER OF ESCROW AGENT
Escrow Agent has executed this Agreement in order to confirm that Escrow Agent has
received and shall hold the Earnest Money in escrow, and shall disburse the Earnest Money
pursuant to the provisions of Article 10, and shall otherwise strictly comply with the provisions
of this Agreement relating to Escrow Agent's duties.
ESCROW AGENT:
Date: _____ , 2013
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Item 10.a. - Page 47
Exhibit A
Exhibit B
Exhibit C-1
Exhibit C-2
Exhibit D
Exhibit E
EXHIBITS AND SCHEDULES
Legal Description
Grant Deed
Bill of Sale (if any)
Assignment of Contracts (if any)
Assignment of Leases (if any)
Form of Certificate of "Non Foreign" Status
Item 10.a. - Page 48
Item 10.a. - Page 49
Recording requested by and
when recorded return to:
Assessor's Parcel No.
EXHIBIT B
FORM OF GRANT DEED
(Space above for Recorder's use only)
In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor
has declared the amount of transfer tax which is due by separate statement which is not being
recorded with this Grant Deed.
GRANTDEED
FOR GOOD AND VALUABLE, the receipt and sufficiency of which are hereby
acknowledged, [ (collectively, hereinafter "Grantor"), hereby grants,
sells and conveys onto [ (hereinafter "Grantee"), the lots, tracts, or parcels
of land or real property lying, being, and situated in the City of Arroyo Grande, County of San
Luis Obispo, State of California, more particularly described in Exhibit A attached hereto and
incorporated herein by reference, together with all improvements thereon and fixtures affixed
thereto and all privileges, easements, tenements and appurtenances thereon or in any way
appertaining to such real property (collectively, the "Property").
THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: (a) all liens,
encumbrances, easements, covenants, conditions, and restrictions of record; (b) all interests of
tenants in possession of the Property as such tenants; (c) all matters that would be revealed or
disclosed in an accurate survey of the Property; ( d) a lien not yet delinquent for taxes, and any
general or special assessments against the Property allocable to the period after the date hereof;
and ( e) zoning ordinances and regulations and any other laws, ordinances, or governmental
regulations restricting or regulating the use, occupancy, or enjoyment of the Property.
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Item 10.a. - Page 50
TO HA VE AND TO HOLD the Property with all rights, privileges, appurtenances, and
immunities thereto belonging or in any way appertaining unto the said Grantee and unto Grantee's
heirs, successors, and assigns forever.
Dated: , 2013 ------"Gran tor"
B-2
Item 10.a. - Page 51
EXHIBITC
BILL OF SALE
THIS BILL OF SALE ("Bill of Sale") is made as of this _ day of 2013,
by and between [ (collectively, "Seller") and [
·~~~~~~~~~
("Buyer") pursuant to the terms of that certain Purchase and Sale Agreement between the parties
hereto, dated April _, 2013 ("Agreement"). Terms not defined herein shall have the
definitions set forth in the Agreement.
WITNESS ETH:
1. For good and valuable consideration, Seller hereby sells, transfers, sets over and
conveys to Buyer the following :
(a) Personal Property. All of Seller's right, title and interest, if any, in and to
all personal property owned by, licensed to or used by Seller, of whatever kind or type, located
on, in or used in connection with the Property and Improvements, including the following: all
fixtures, furniture, equipment (including any office equipment used exclusively at the Property),
appliances, machinery, tools, trade fixtures, files, and records, printing and stationery,
advertising and promotional literature, telephone systems, lighting fixtures and equipment,
landscape accessories, outdoor furniture, ash urns, boilers, engines, generators, cooling systems,
air conditioning machines, fire prevention and extinguishing apparatus, elevators, warranties,
governmental permits, approvals and licenses, if any and all other personal property owned by
Seller, of whatever kind or type, located on the Property or which are used exclusively in
connection with the operation or maintenance of the Property (the "Personal Property"). ; and
(b) Intangible Personalty. All intangible personal property owned by,
licensed to or used by Seller, of whatever kind or type, located on, in or used in connection with
the real property and Improvements, including the following: (i) all authorizations, approvals,
transferable permits, licenses, agreements, variances, tentative maps, final maps, architectural or
engineering plans, as-built plans and specifications and land use entitlements held by Seller and
relating to the construction, reconstruction, occupancy, operation or use of any part of the
Improvements, including all permits, building permits, certificates of occupancy and business
licenses; operating leases which are not capitalized (i.e., photocopiers, postage machines), and
(ii) if still in effect, guaranties and warranties received by Seller from any contractor,
manufacturer or other person in connection with the construction or operation of the Property
and (iii) all other intangible property used by Seller exclusively in connection with the ownership
and operation of the Property (the "Intangible Personal Property").
2. Assumption and Indemnification. Buyer hereby accepts the Bill of Sale of the
Personal Property and Intangible Property and agrees to and assume and discharge, in
accordance with the terms thereof, all of the obligations of Seller thereunder from and after the
date hereof. Buyer hereby agrees to indemnify, defend and hold Seller and its representatives
harmless with regard to any breach thereof, or any liability regarding the Personal Property and
Intangible Property, or arising from any cause, after the Closing for the Property. Seller hereby
agrees to indemnify, defend and hold Buyer and its representatives harmless with regard to any
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Item 10.a. - Page 52
liability regarding the Personal Property and Intangible Property, or arising from any cause, prior
to the Closing Date.
3. Disclaimer Applies. The covenants, agreements, disclaimers, representations,
warranties, indemnities and limitations provided in the Agreement with respect to the Property
(including, without limitation, the limitations of liability provided in the Agreement), are hereby
incorporated herein by this reference as if herein set out in full and shall inure to the benefit of .
and shall be binding upon Buyer and Seller and their respective successors and assigns.
4. Proration. Nothing contained in this Bill of Sale shall constitute a waiver of or a
limitation on any of the rights and obligations of the Parties pursuant to Article 7 of the
Agreement concerning prorations.
5. Successors and Assigns. This Bill of Sale shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, heirs and legatees of the respective
Parties hereto.
6. Attorneys' Fees. In the event of any legal action between Seller and Buyer
arising out of or in connection with this Bill of Sale, the prevailing party shall be entitled to
recover from the other party reasonable attorneys' fees and costs incurred in such action and any
appeal therefrom.
7. Governing Law; Jurisdiction and Venue. This Bill of Sale shall be governed by
the laws of the State of California. The proper venue for any claims, causes of action or other
proceedings concerning this Bill of Sale shall be in the state and federal courts located in the
County of Los Angeles, California.
8. Counterparts. This Bill of Sale may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which together constitute one and the same
instrument.
9. Cooperation. Seller hereby agrees to and shall execute and deliver to Buyer any
and all documents, agreements and instruments necessary to consummate the transactions
contemplated by this Bill of Sale.
[Signature page to follow]
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Item 10.a. - Page 53
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
written below.
SELLER
Date: --------' 2013
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Item 10.a. - Page 54
EXHIBIT D
ASSIGNMENT OF LEASES
D-1
Item 10.a. - Page 55
EXHIBIT E
FORM OF CERTIFICATE OF NON-FOREIGN STATUS
[need one form for each Seller party]
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S.
real property interest must withhold tax if the transferor (seller) is a foreign person. For U.S. tax
purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a
U.S. real property interest under local law) will be the transferor of the property and not the
disregarded entity. To inform the transferee (buyer) that withholding of tax is not required upon
the disposition of a U.S. real property interest by ("Seller"), the
undersigned hereby certifies the following on behalf of Seller:
1. Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. Seller is not a disregarded entity as defined in Section l.1445-2(b )(2)(iii) of the
Income Tax Regulations;
3. Seller's U.S. employer identification number is _____ ; and
4. Seller's office address is:
Seller understands that this certification may be disclosed to the Internal Revenue Service
by the transferee (buyer) and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury, the undersigned declares that he has examined this
certification and to the best of his knowledge and belief it is true, correct and complete, and he
further declares that he has the authority to sign this document on behalf of Seller.
E-1
Item 10.a. - Page 56
Executed as of the day of , 2013, at ,
BY: EXHIBIT—DO NOT SIGN
NAME:
TITLE:
E-2
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