HomeMy WebLinkAboutDiamond Bar Civic Center Sustainability Study-Fee and Schedule_SYSKADPW CITY OF DIAMOND BAR CALIFORNIADIAMOND BAR CIVIC CENTER SUSTAINABILITY STUDY
FEE PROPOSAL + SCHEDULE
consult + engineer + commission
TO:
Nicholas Delgado
Management Analyst
Diamond Bar CA
ndelado@diamondbarca.gov
909.839.7088
FROM:
Sam Mahadavian
Associate Partner
Syska Hennessy Group
444 S. Flower Street, Suite 2000
Los Angeles, CA 90071
smahdavian@syska.com
310.254.3646
05/15/2025
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
CONTENTS
I. SCOPE OF PROJECT 1
II. SCOPE OF WORK 1
III. FEES AND PAYMENTS 2
IV. SCHEDULE 4
V. COMPENSATION FOR ADDITIONAL SERVICES 4
VI. INTERIM PAYMENTS 4
VII. REIMBURSABLE EXPENSES 4
VIII. BILLING AND PAYMENTS 5
IX. EXCLUSIONS OR ADDITIONAL SERVICES 5
X. TERMS AND CONDITIONS 5
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | [MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
444 S. Flower Street, Suite 2000 ▪ Los Angeles, CA 90071 ▪ 310.312.0200 ▪ www.syska.com
Syska Hennessy Group | 1
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May 15, 2025
Nicholas Delgado
Management Analyst
Diamond Bar CA
ndelado@diamondbarca.gov
RRee:: DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY
EELLEECCTTRRIICCAALL SSYYSSTTEEMMSS FFEEAASSIIBBIILLIITTYY SSTTUUDDYY
Dear Nicholas:
Thank you for giving us the opportunity to submit this proposal to provide ELECTRICAL SYSTEMS FEASIBILITY STUDY services for the
DIAMOND BAR CIVIC CENTER SUSTAINABILITY STUDY. Syska is pleased to offer you this proposal.
I. SCOPE OF PROJECT
1. This proposal is in response of the Request for Proposals (RFP) from City of Dimond Bar Public works, dated April 2025.
2. The purpose of the proposal is to retain a qualified, professional, and responsive firm to evaluate the existing electrical infrastructure
at the City’s Civic Center, forecast future energy demands, and identify improvements needed to support the City’s transition
sustainable technologies. These include, but are not limited to, electric vehicle charging infrastructure, solar energy systems, and
battery storage. The study will also assess impacts on parking, ADA compliance, and provide conceptual design recommendations to
guide future implementation.
II. SCOPE OF WORK
1. Electrical Infrastructure Evaluation
a. Review and assess the existing electrical infrastructure serving the Civic Center, including the capacity of the main electrical
panel and any subpanels.
b. Evaluate the condition and code compliance of current electrical systems.
c. Evaluate the interior and exterior lighting control system for efficiency, functionality, and integration with energy-saving
technologies.
d. Note: The City will provide available as-built plans of the Civic Center's electrical panel and parking lot to the awarded firm to
assist in this evaluation.
2. Forecast of Future Electrical Demand
a. Project future electrical loads based on:
i. Electrification of the City's fleet.
ii. Installation of electric vehicle (EV) charging stations (fleet and public use).
iii. Potential future expansion of facilities or amenities requiring power.
iv. Integration of solar photovoltaic systems and battery storage.
3. EV Charging Infrastructure Planning
a. Identify feasible locations for fleet and public EV chargers.
b. Determine potential impact on existing parking layout, including parking loss and relocation needs.
c. Evaluate ADA compliance and identify any necessary improvements or enhancements to accommodate EV infrastructure.
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
Syska Hennessy Group | 2
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4. Sustainability Enhancements
a. Provide feasibility analysis and conceptual recommendations for:
i. Solar carports in parking areas.
ii. Battery storage for backup power or peak shaving.
iii. Renewable energy opportunities that enhance site resilience and reduce operating costs.
iv. Improvements to the existing emergency backup generator system.
5. Infrastructure Recommendations
a. Identify necessary improvements, upgrades, or replacements for the Civic Center's electrical system to accommodate projected
future demand.
b. Recommend phasing strategies if immediate full-scale implementation is not feasible.
6. Conceptual Plan and Deliverables
a. Provide a written Sustainability Study report summarizing all findings, analyses, and recommendations.
b. Deliver a conceptual site plan (preliminary design) showing the potential locations of new electrical infrastructure, EV chargers,
solar arrays, battery units, and revised parking/ADA configurations.
c. The conceptual plan and study will be used by the city to develop a subsequent scope of work for design and engineering.
7. Optional Services
The following optional tasks are priced separately and are executable as per discretion of the City.
a. Utility Coordination and Incentive Identification
i. Coordinate with Southern California Edison (SCE) or other applicable utility providers to discuss electrical service needs and
upgrade options.
ii. Identify applicable funding opportunities, rebate programs, and technical assistance resources (e.g., CALeVIP, SCE's
Charge Ready Program, California Energy Commission grants).
b. Financial Planning and Phasing Strategy
i. Develop a high-level opinion of cost overview of recommended infrastructure upgrades and sustainability improvements.
ii. Suggest a phased implementation plan with priorities, estimated costs, and potential funding sources.
iii. Facilitate meeting with EV/Solar/Battery companies that provide optional financing or budget strategies to help the City
pursue implementation in alignment with available resources.
8. Meetings and Site Visits (included)
a. One (1) Initial Site visit with Team.
b. One (1) Visioning Meeting In person with City Public Works.
c. Three (3) Additional Period Meetings, including final virtual presentation of report.
III. FEES AND PAYMENTS
1. The fee for Engineering Services will be the lump sum based on the following table below, the total for included tasks to be $$9955,,220055.
The fee for the engineering services provided under optional tasks to be a total of $$1199,,558800.
2. Please refer to below table that provides rates and approximate time needed for each task and level effort breakdown. Please also
note this is an estimate and actual efforts may vary depending on the information available.
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
Syska Hennessy Group | 3
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11 Principal (Syska)
PM/Lead (Syska)
Engineer (Syska)
Civil Engineer (VCA)
$295
$260
$195
$225
8
12
12
5
$$88,,994455
22 Principal (Syska)
PM/Lead (Syska)
Senior Tech Advisor (ZC)
Energy Analyst (ZC)
Project Assistant (ZC)
$295
$260
$205
$185
$110
4
12
12
28
4
$$1122,,338800
33 Principal (Syska)
PM/Lead (Syska)
Civil Engineer (VCA)
Senior Tech Advisor (ZC)
Energy Analyst (ZC)
Senior PM(ZC)
Project Assistant (ZC)
$295
$260
$225
$205
$185
$165
$110
4
8
24
2
4
6
2
$$1111,,776600
44 Principal (Syska)
PM/Lead (Syska)
Engineer (Syska)
Civil Engineer (VCA)
Senior Tech Advisor (ZC)
Energy Analyst (ZC)
$295
$260
$195
$225
$205
$185
8
24
24
8
4
16
$$1188,,886600
55 Principal (Syska)
PM/Lead (Syska)
Engineer (Syska)
$295
$260
$195
8
24
24
$$1133,,228800
66 Principal (Syska)
PM/Lead (Syska)
Engineer (Syska)
Civil Engineer (VCA)
Senior Tech Advisor (ZC)
Energy Analyst (ZC)
Senior PM(ZC)
Project Assistant (ZC)
$295
$260
$195
$225
$205
$185
$165
$110
8
32
24
40
4
8
8
4
$$2299,,998800
77 Principal (Syska)
PM/Lead (Syska)
Engineer (Syska)
Senior Tech Advisor (ZC)
Energy Analyst (ZC)
Cost Estimator (TBD)
$295
$260
$195
$205
$185
$2501
8
20
20
8
8
20
$$1199,,558800
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DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
Syska Hennessy Group | 4
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IV. SCHEDULE
V. COMPENSATION FOR ADDITIONAL SERVICES
1. It is understood that where the Client approves changes to the Engineer’s work already completed, or there is a change in
scope of the project, these are Additional Services for which the Engineer shall be paid additional compensation based on
the Engineer’s actual hours at the billing rates scheduled in Section III. These services are delineated in Section IX.
VI. INTERIM PAYMENTS
1. Payments will be made to us monthly on the basis of our submitted invoices and reimbursable expenses and will be payable on the
basis of invoices and back-up material submitted. Our invoices are due upon receipt. Payments due the Engineer and which remain
unpaid shall bear interest 30 days from the date of the invoice at the rate of eighteen percent (18%) per annum. Syska Hennessy
Group is entitled to recover any and all legal fees and any other costs expended if it becomes necessary to pursue legal actions to
collect fees due hereunder.
VII. REIMBURSABLE EXPENSES
1. The Engineer shall, in addition to the Basic Fee, be reimbursed for all actual expenditures which are incurred by the Engineer, its
employees and consultants on behalf of and in the interest of the Project for the expenses identified in this section. The Engineer
shall be paid at a multiplier of 1.1 times the amount of the reimbursable expense expended by the Engineer, its employees and
consultants. The estimated reimbursable expense for this project to be roughly $$22,,550000.
a. Printing, plotting and reproduction charges for all documents.
b. Local automobile travel expenses (at Federally mandated rate per mile) plus parking.
c. Plan check or other Agency fees incurred, including cost of printing drawings and documents for Agency use.
d. Consultant fees, after written approval of employment by the Client.
e. Messenger delivery charges.
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11 Electrical
Infrastructure
Evaluation
June 10, 2025 July 3, 2025 4 weeks
22 Forecast of Future
Electrical Demand
June 20, 2025 July 26, 2025 5 weeks
33 EV Charging
Infrastructure
Planning
July 8, 2025 August 9, 2025 4 weeks
44 Sustainability
Enhancements
Study
July 15, 2025 August 23, 2025 6 weeks
55 Infrastructure
Recommendations
August 12, 2025 September 10, 2025 4 weeks
66 Conceptual Plan +
Final Report
September 15, 2025 November 6, 2025 8 weeks
77 Optional Services –
Incentives &
Coordination
TBD December 2025 As needed
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
ELECTRICAL SYSTEMS FEASIBILITY STUDY
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VIII. BILLING AND PAYMENTS
1. Payments to the Engineer will be made monthly or after each project milestone completion; Basic Fee and Additional Services
payments in proportion to work completed and Reimbursable Expenses based on invoices submitted.
IX. EXCLUSIONS OR ADDITIONAL SERVICES
1. The following will be considered Additional Services and are not included in the basic fee:
2. MEP engineering system design other than conceptual drawings indicated in the scope of project.
3. Services resulting from changes in the scope of the Project.
4. Cost estimating and construction scheduling.
5. Changes required to meet construction budget requirements will be Additional Services.
X. TERMS AND CONDITIONS
Our standard terms and conditions (STC) are appended to this proposal as Attachment A and form an integral part of our agreement to provide
services. The STC and this proposal shall constitute the entire agreement and no other terms and conditions in any documents, acceptance, or
acknowledgment shall be effective or binding (except for superior agreements expressly incorporated by reference into same) unless expressly
agreed to in writing by all parties concerned. If you did not receive our STC, please contact us in writing and we will immediately provide same
to you for your review. In the event that these STC are not fully executed, they shall nonetheless be effective and controlling to the parties so
long as Syska has provided you with same and has begun work and not received written objections or modifications.
Thank you for the opportunity to present our fee proposal. I would be happy to address any questions and can be reached at 310.254.3646 or
949.636.9742.
Very truly yours,
SSYYSSKKAA HHEENNNNEESSSSYY GGRROOUUPP,, IINNCC..
Sam Mahdavian
Associate Partner
Tel: 310.254.3646
Cell: 949.636.9742
smahdavian@syska.com
Attachments: Attachment A – Terms and Conditions
TERMS AND CONDITIONS
Attachment A
444 S. Flower Street, Suite 2000 ▪ Los Angeles, CA 90071 ▪ 310.312.0200 ▪ www.syska.com
DDAATTEE: May 15, 2025 CCLLIIEENNTT:: Diamond Bar CA
PPRROOJJEECCTT LLOOCCAATTIIOONN: DIAMOND BAR CIVIC CENTER SUSTAINABILITY STUDY
PPRROOJJEECCTT DDEESSCCRRIIPPTTIIOONN:: DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY
SSEERRVVIICCEESS:: ELECTRICAL SYSTEMS FEASIBILITY STUDY
Syska Hennessy Group | 6
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1.EXTENT OF AGREEMENT: These Terms and Conditions supplement and
govern all aspects of the obligations and liabilities between Syska Hennessy
Group (“Syska”) and the Client relating to the Project. Unless otherwise
expressly defined, the terms used in this document have the same meaning as
terms in the Engineering Proposal which this document supplements. In the
event of any inconsistencies between these Terms and Conditions and the
Engineering Proposal or any other agreement (“collectively referred to as
“Other Agreements”) executed previously or simultaneously to this document,
the provisions of these Terms and Conditions shall control and supersede all
prior or simultaneous negotiations, representations and agreements, either
written or oral. The Other Agreements and these Terms and Conditions are
referred to herein collectively as the “Agreement.” The Client acknowledges
and agrees that it has reviewed these Terms and Conditions and that neither it
nor Syska shall be deemed to be the scrivener of this document for the purpose
of drawing an inference to construe an ambiguity herein. In the event that
these Terms and Conditions are not fully executed, they shall nonetheless be
effective and controlling to the parties so long as Syska has provided same to
the Client and has begun work and has not received written objections or
modifications. Services provided by Syska herein are solely for the benefit of
the Client and nothing contained in these Terms and Conditions shall create a
contractual relationship with or a cause of action in favor of a third party.
2. DEFINITIONS:
2.1. The term “Instruments of Service” means all of the information
produced in furtherance of this project, including, without limitation, the plans
and specifications prepared by or for Syska, in any medium, including graphic
and pictorial representations, indicating the related engineering designs for the
Project and shall include plans, sections, details, schedules, diagrams and
written descriptions which set forth the design intent of the Project as well as
any other drawings, diagrams, calculations, reports, operational and design
data.
2.2. The term “Work” means the construction and services, supplies,
labor, equipment, materials, components, or assemblies related to or required
for the construction of the Project by a contractor and other construction
specialists. The Work may constitute the whole or a part of the Project,
whether completed or partially completed.
2.3. The term “Construction Documents” shall mean the drawings and
specifications from which the Work is actually constructed.
2.4. The term “Record Documents” means a revised set of Construction
documents based upon the As Builts prepared by Contractor, reflecting all
major deviations made during the construction process.
2.5. The term “Project” shall refer to the description, location and
identity of the project in the header of this Agreement and as more fully
described in the scope of service which is part of this Agreement, of which the
services performed under this Agreement may be the whole or part.
3. STANDARD OF CARE: Syska’s services shall be performed in a
manner consistent with that degree of skill and care ordinarily exercised by
practicing professionals performing similar services in the same locality, at the
same site and under the same or similar circumstances and conditions (the
“Standard of Care”). Syska makes no other representations or warranties,
express or implied, with respect to the services rendered hereunder.
4. ADDITIONAL SERVICES: The services described in this Paragraph
are not included in Basic Services to be provided by Syska. If the Client
requests that Syska perform any of the following services (the “Additional
Services”), the Client shall provide Syska with additional compensation equal
to Syska’s hours expended at Syska’s standard hourly rates. Syska’s hourly
rates may be adjusted annually in accordance with Syska’s standard practice.
In the alternative, the Client and Syska may agree on stipulated sum fees for
specific Additional Services. However, in no event shall Syska be compelled
or required to perform what it deems to be an Additional Service unless the
Client provides the appropriate written change order.
4.1. PRIOR TO ISSUANCE OF CONSTRUCTION DOCUMENTS: It shall
be an Additional Service if Syska is requested to make any revisions in the
Instruments of Service when such revisions are:
4.1.1. inconsistent with approvals or instructions previously given by the
Client;
4.1.2. required because of changes in the Project including, size, quality,
complexity, the Client’s schedule, the Client’s budget, or the method of bidding
or negotiating and contracting for construction;
4.1.3. required due to errors or omissions in the services of any Client’s
consultant or anyone performing work;
4.1.4. required by the enactment or revisions to codes, laws or regulations
subsequent to the preparation of such documents;
4.1.5. due to changes required as a result of the Client’s failure to render
decisions in a timely manner; or
4.1.6. required to reduce the cost of the Project to comply with previous
cost estimates or Project budgets, including value engineering.
4.2. AFTER THE ISSUANCE OF CONSTRUCTION DOCUMENTS: It shall
be an Additional Service if Syska is requested to make any revisions to the
Instruments of Service that are not the result of Syska’s failure to comply with
the Standard of Care and all of the following activities after the issuance of
Construction Documents shall be considered Additional Services:
4.2.1. preparing any changes to the Instruments of Service or preparing
other documentation, analysis and supporting data, evaluating contractors’
proposals, and providing other services in connection with change orders and
Construction Change or Extra Work Directives.
4.2.2. providing services in connection with evaluating substitutions or
alternates proposed by a contractor, the Client or others.
4.2.3. providing services made necessary by the default or termination of
a contractor, by defects or deficiencies in the construction of the Project or by
the failure of performance on the part of the Client, any contractor or others
performing services or Work in connection with the Project.
4.2.4. providing services in connection with claims submitted by any
contractor or others performing services or providing Work on the Project.
4.2.5. providing services in connection with the preparation for legal
proceedings or attendance at public hearings or other meetings.
AATTTTAACCHHMMEENNTT AA -- TTEERRMMSS AANNDD CCOONNDDIITTIIOONNSS DIAMOND BAR CA
DDIIAAMMOONNDD BBAARR CCIIVVIICC CCEENNTTEERR SSUUSSTTAAIINNAABBIILLIITTYY SSTTUUDDYY DIAMOND BAR CIVIC CENTER SUSTANIBILITY STUDY | MAY 15, 2025
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4.2.6. providing services when submittals are reviewed prior to receiving
a submittal schedule, reviewing submittals out of sequence, or if more than
two reviews are required of any submittal.
4.2.7. providing services in responding to unnecessary, excessive or
unreasonable requests for information submitted by the Client, any contractor
or others who are performing Work or supplying materials in connection with
the Project.
4.2.8. providing services in excess of one punch list compilation for each
area or component of the Project and one review of the punch list items for
completion.
4.2.9. providing any services requested by the Client after the earlier of
the issuance of the final Certificate for Payment or sixty (60) days after
Substantial Completion was originally scheduled.
4.2.10. providing services that are not customarily provided by an engineer
as basic services on projects of similar size, complexity and scope as the
Project and which have not been set forth as Basic or Additional Services in
this Agreement.
4.2.11. providing “fast track” services.
4.2.12. segregating bidding packages for pricing and award of contracts
for the construction of the Project.
4.2.13. In the event that the Client seeks the assistance of Syska in the
prosecution of any claim against another Project participant, or the defense of
any claim asserted against the Client, then Syska shall be fully reimbursed for
all costs incurred at the respective hourly rates identified for Additional
Services together with any expenses associated therewith.
5. LIMITATIONS OF LIABILITY:
5.1. AGGREGATE LIMITS: To the fullest extent permitted by law, Client
and Syska each waive any right to consequential, liquidated or incidental
damages and agree that the total liability, in the aggregate, of Syska and
Syska’s officers, directors, employees, agents, and independent professional
associates, and any of them, to the Client and any one claiming by, through or
under the Client, for any and all injuries, claims losses, expenses, or damages
whatsoever arising out of or in any way related to Syska’s services, the Project
or this Agreement, from any cause or causes whatsoever, including but not
limited to, the negligence, errors, omissions, strict liability, breach of contract,
misrepresentation, or breach of warranty of Syska or Syska’s officers,
directors, employees, agents or independent professional associates, or any of
them, shall not exceed the total compensation received by Syska for the
specific work performed resulting in Client’s damages.
5.2. COST INCREASES: Syska is not responsible for cost increases to
the Project as a result of requests made by the Client after Construction
Documents are issued for permit, changes in governmental agency
requirements after previous approval, unforeseen conditions or causes beyond
the reasonable control of Syska. For Work that has been omitted from the
drawings and specifications beyond the Standard of Care, but is necessary for
the proper completion of the Project and would have been added to the original
bid if shown on the drawings and specifications, if discovered at a time when
the Work is more expensive to install than it would have been if originally
shown on the drawings and specifications, Syska’s error is measured as the
portion of the costs and fees that would have been avoided in the original bid
had the Work been shown. In the event of a disagreement regarding Syska’s
error, the dispute resolution procedures in this Agreement shall apply.
5.3. THIRD-PARTY DEFICIENCIES: Syska is not responsible to the
Client or any third parties for errors, omissions or other deficiencies in the
services of any other design professional or design-build contractor rendering
design, engineering or related services for the Client not employed by Syska.
Syska’s sole liability in connection with the services of the Client’s consultants
or design-build contractors shall be to the extent expressly identified in the
scope of services. The Client shall require consultants or design-build
contractors retained by the Client to coordinate their services and documents
with those of Syska and Syska’s consultants.
5.4. RESPONSIBILITY FOR CONSTRUCTION OF PROJECT: Syska is not
responsible for the actual construction of the Project and shall not be deemed
to have a duty of means and methods.
5.5. CERTIFICATION. Syska is under no duty to execute certifications
unless the language and the scope of the certification is provided to Syska
prior to performing work and Syska, in its professional opinion, believes that
its scope provides a sufficient basis for executing the certification.
5.6. INSTRUMENTS OF SERVICE: The Instruments of Service are not a
substitute for the shop drawings and other submittals which will be used to
actually construct the Project. Nothing in the Agreement shall create or be
deemed to create any duty upon Syska to supervise the construction means
and methods and/or safety procedures of any contractor, subcontractor, or
their employees or agents, or any other person or party. Syska shall not incur
any liability as a result of the acts, omissions, or failure to properly perform of
any contractor, subcontractor, or their employees or agents, or any other
person or party.
5.6.1. REVIEW SERVICES: If included as part of the scope of work,
observation or review services performed by Syska pursuant to the Agreement,
whether of material or work and whether performed prior to, during or after
completion of construction, are performed solely for the purpose of attempting
to determine general conformity of the work performed by others with the
contract plans and specifications. Syska shall not be responsible to make
exhaustive or continuous reviews to check the quality or quantity of the Work.
5.6.2. RESPONSIBILITY FOR CONSTRUCTION COSTS: Upon the request
of the Client, Syska shall review and comment on any proposed Project
construction budget or estimates of construction costs prepared by or for the
Client. The Client acknowledges that any comments represent Syska’s
judgment as a professional familiar with the construction industry, and it is not
responsible for (i) cost increases due to the timing of a contractors’ buy-outs
for the Project; (ii) the cost of labor, materials or equipment; (iii) Contractors’
methods of determining bid prices; (iv) competitive bidding, market or
negotiating conditions; (v) contractors’, fabricators’ or suppliers’ failure to
meet Project schedules; or (vi) the quality of construction work or the materials
supplied for the Project. Accordingly, Syska does not represent that bids or
negotiated prices will not vary from the Client’s Project construction budget or
from any estimate of construction costs reviewed by Syska. The Client further
agrees that Syska shall have no liability for actual construction costs
exceeding the Project construction budget or prior cost estimates. If the Client
requests that Syska provide redesign services to reduce construction costs,
Syska shall be compensated for such redesign efforts as Additional Services,
provided that such redesign efforts were not required due to an error,
inconsistency or omission in the Instruments of Service beyond the Standard
of Care.
5.6.3. RESPONSIBILITY FOR PROJECT SCHEDULE: Syska is responsible
for meeting the milestone dates set forth in a schedule of design deliverables
that it agrees to and are incorporated in to the Client’s Project Schedule.
However, if Syska’s ability to meet any of its specific milestone dates is
adversely affected by the actions of the Client, construction manager, any
contractor or others, then Syska’s liability for missing any milestone dates shall
be reduced to the extent the delay is caused by the actions or failure to act of
others.
5.7. RECORD DOCUMENTS: The Client acknowledges that Syska is
generally not responsible for the production or modification of Record
Documents as it is a contractor's sole responsibility, who through his
superintendent, is constantly present at the site, in control of operations, and
involved in all details of construction. Should Syska be requested to prepare
or modify Record Documents, the Client understands the limitations of the
Record Documents and acknowledges and agrees that Syska has not verified
the accuracy or completeness of the information on which the Record
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Documents are based and agrees to indemnify and release Syska for any
liability for any errors or omissions that may be incorporated therein.
5.8. ACCELERATED PROJECT DELIVERY OR FAST TRACK: In the event
the Client chooses to take advantage of the potential time and cost savings
benefits of an accelerated project delivery or fast-track process, the Client
acknowledges that it has been advised that the Project will be affected. Some
of the effects of either process include the necessity of making early or
premature commitments to design decisions and the issuance of incomplete
and uncoordinated Construction Documents for permitting, bidding, and
construction purposes. The Client acknowledges that the Project, if developed
on either basis, will likely require associated coordination, design, and redesign
of parts of the Project after Construction Documents are issued and the
construction contract is executed, and may require removal of work-in-place,
all of which events may cause an increase in the Cost of the Work and/or an
extension of the Project construction schedule. Therefore, the Client
acknowledges the necessity of including sufficient contingencies in the budget
for the Cost of the Work to account for additional costs and construction
schedule extensions arising from either process.
5.9. MEDIA AND WEBSITE LIABILITY: The Client recognizes that the
Instruments of Service may be generated, stored, transmitted, or published in
various media, including, but not limited to traditional hard copy (i.e.,
blueprints), CADD formats, via Internet or Extranet websites and the
Instruments of Service may be subject to tampering, modifications by parties
over whom Syska has no control. The Instruments of Service are also subject
to discrepancies as a result of numerous factors, including, transmission and
translation errors resulting from differences in computer software, hardware
and equipment-related problems, disc malfunctions and user error. If
requested, Syska shall provide the Client with the Instruments of Service in
electronic form. The Client releases Syska from any claims as a result of
differences between Syska’s filed hard copy and the electronic form of the
Instruments of Service. For each recipient to whom the Client provides the
Instruments of Service in electronic form or to whom Syska provides the
Instruments of Service in electronic form at the Client’s request or under this
Agreement, the Client agrees to defend, indemnify and hold harmless Syska,
its consultants, and their respective officers, directors and employees from all
claims, liability, loss, damages, judgments and costs, including reasonable
attorney’s fees and expenses, arising from any differences between the filed
hard copy and the electronic form of the Instruments of Service. The Client
acknowledges and agrees that it is responsible for the initiation and
maintenance of any Project Internet or Extranet site and any related computer
software and hardware (collectively, the “Site”) and for all costs associated
therewith, including without limitation, any monthly fees for users of the Site
charged by the service provider which shall be retained by the Owner. Syska
shall have no responsibility for the initiation or maintenance of the Site or for
any costs associated with the Site. Syska shall also have no responsibility or
liability for any delays or damages caused by the failure of the Site to function
properly and shall not be liable to the Client or to any contractor, consultant or
any third party for any delays, errors or omissions in Syska’s services caused
by the failure of the Site to function properly. The Client agrees that all Project-
related contracts shall provide that each user of the Site is granted a limited
license to utilize the content of the Site in connection with the Project only,
with no right to sublicense or resell, consistent with and subject to the terms
and conditions of this Agreement. The Client shall also obtain a release from
each user of the Site naming Syska as a releasee from all claims, liability, loss
and damages, arising from or related to the publication of the Instruments of
Service or other materials on the Site.
5.10. HAZARDOUS MATERIALS: Syska’s services do not include
services related to detection, reporting, permitting, analysis, or abatement of
asbestos, hazardous or toxic materials including molds and fungus
(collectively “hazardous materials”) at the Project site. In the event Syska or
any other party encounters hazardous materials at the jobsite, or should it
become known in any way that hazardous materials may be present at the
jobsite or any adjacent areas that may affect the performance of Syska’s
services, Syska may, without liability for consequential or any other damages,
suspend performance of services on the Project until the Client retains
appropriate specialist consultants or contractors to identify, abate and/or
remove the hazardous materials and warrant that the jobsite complies with
applicable laws and regulations. To the fullest extent permitted by law, the
Client shall defend, indemnify and hold harmless Syska, its consultants, and
their respective officers, directors and employees from and against all claims,
liability, loss, damages, judgments, costs, and expenses, including reasonable
attorneys’ fees and expenses, which any of them may at any time sustain or
incur by reason of any demands, claims, causes of action or legal proceedings
arising out of or in connection with asbestos, hazardous or toxic materials on
the Project site.
5.11. INDEMNIFICATION:
5.11.1. SYSKA INDEMNIFICATION OF CLIENT: Syska shall indemnify the
Client and its officers, directors and employees from and against all, liability,
loss, damages, judgments, costs, and expenses, including reasonable
attorney’s fees and expenses to the extent caused by Syska’s negligent acts or
negligent omissions in the preparation of the Instruments of Service and for
patent, copyright or trademark infringement attributable to Syska’s services.
The Client further agrees that, to the fullest extent permitted by law, no
shareholder, officer, director, partner, principal, or employee of Syska shall
have personal liability under this Indemnification provision, under any provision
of the Agreement or for any matter in connection with the professional services
provided in connection with the Project. In no event shall the duty to indemnify
be deemed a duty to defend.
5.11.2. CLIENT INDEMNIFICATION OF SYSKA: The Client assumes
liability for and agrees to indemnify and hold harmless Syska, its consultants,
and their respective officers, directors, and employees, from and against all
liability, loss, damages, judgments and costs, including reasonable attorney’s
fees and expenses, to the extent they are caused by an act or omission of the
Client, its agents, employees, consultants or contractors. This indemnity
applies to any deviations from the Instruments of Service not approved by
Syska in writing. The Client shall provide written notice of any known
inconsistencies in Syska’s services expeditiously after discovery. The
provisions of this section shall extend for all time notwithstanding the
termination or expiration of the Agreement.
6. CLIENT’S RESPONSIBILITY: The Client shall provide the following:
6.1. Full information identifying its requirements for and limitations on
the Project. Syska is entitled to rely upon the accuracy and completeness of
the information provided by the Client.
6.2. A representative authorized to act on the Client's behalf with
respect to the Project who shall render decisions in a timely manner pertaining
to all requests and/or documents submitted by Syska.
6.3. Periodically update the budget for the Project and shall not
significantly increase or decrease the overall budget, the portion of the budget
allocated for the services performed herein, or any contingencies in the budget
without the agreement of Syska as to whether the change will require a
corresponding change in the Project scope and quality.
6.4. Tests, inspections and reports required by law or the Agreement,
including, but not limited to, chemical tests and tests for hazardous materials.
6.5. All legal, insurance and accounting services, including auditing
services, that it determines shall be necessary to address the Client's needs
and interests relating to the Project.
6.6. All fees necessary for securing the approval of authorities having
jurisdiction over the Project.
6.7. Prompt written notice to Syska if the Client becomes aware of any
fault or defect on the Project.
6.8. The Client recognizing that there will be changes and additions to
engineering drawings during construction as a result of field conditions,
changes in code or other unforeseeable changes that impact the current
design, shall establish design and construction contingency funds after
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discussion with Syska to cover additional costs which may result from such
changes and additions. The project budget shall include a minimum
contingency of 5% of total construction cost each for such design and
construction contingency fund.
6.9. The Client shall inform Syska of all contractor change order
requests for work designed by Syska and shall obtain Syska’s written opinion
as to the change request prior to execution of the change order.
6.10. The Client shall review and approve submissions for each phase of
the work in a timely manner and shall authorize Syska in writing to proceed
with each succeeding phase.
7. INSURANCE COVERAGES:
7.1. MINIMUM AMOUNT OF COVERAGE: Syska shall maintain the
following minimum amounts of insurance during the term of this Agreement.
Type Coverage
Workers’ Compensation Statutory
Employer's Liability $ 1,000,000
General Liability (each occurrence) $ 1,000,000
Automobile Liability (combined single limit) $ 1,000,000
Professional Liability $ 1,000,000
(per claim and in the aggregate)
Umbrella Liability $ 1,000,000
7.2. PROJECT POLICIES: If the Client chooses to acquire a policy of
professional liability insurance for the Project, then the Client agrees that it will
pay the cost of the project policy and that Syska must agree on the limits of
coverage, parties covered, deductible required and length of the policy period
after substantial completion of the services.
7.3. CERTIFICATES OF INSURANCE: Syska shall upon request provide
to the Client certificates of insurance evidencing compliance with the
insurance requirements.
8. OWNERSHIP AND USE OF INSTRUMENTS OF SERVICE: Syska is
the author and owner of the Instruments of Service and shall retain all common
law, statutory and other rights, including copyrights, whether the project for
which they are made is executed or not. Provided Syska is fully compensated
for its services and expenses on the Project, the Instruments of Service shall
be made available to be used for construction of the Project and for operation,
modification and maintenance of the Project following its completion. The
Instruments of Service shall not be used or reused by Client on other projects,
for additions to this Project, for completion of this project by others, or for any
other purposes for which they were not specifically prepared, except with the
express written consent of Syska and with appropriate compensation to Syska.
The Client agrees that Syska, its consultants, and their respective, officers,
directors or employees shall have no liability to the Client and Client shall
indemnify, defend and hold them harmless from and against all claims, liability,
loss, damages, judgments and costs, including reasonable attorneys’ fees and
expenses, which any of them may at any time sustain or incur arising out of or
resulting from the unauthorized use of the Instruments of Service.
8.1. Submission or distribution for governmental approvals or for other
proper purposes in connection with the Project is not to be construed as
publication in derogation of Syska’s rights under copyright law.
8.2. The Client warrants that it has a license to use and/or copy any
documents it supplies to Syska for re-use on this Project that were prepared by
others. To the fullest extent permitted by law, the Client shall defend,
indemnify and hold harmless Syska, its consultants, and their respective
officers, directors and employees from and against all claims, liability, loss,
damages, judgments and costs including reasonable attorneys’ fees and
expenses, which any of them may at any time sustain or incur by reason of
breach of the Client’s warranty.
9. TERMINATION AND SUSPENSION: Except as otherwise provided
in this section, this Agreement may be terminated by either party upon not less
than thirty (30) calendar days’ written notice should the other party fail
substantially to perform in accordance with the terms of this Agreement
through no fault of the party initiating the termination. If the defaulting party
fails to cure its default within the thirty (30) calendar day notice period or fails
to commence action to cure its default when the cure cannot reasonably be
completed within thirty (30) days, the termination shall take effect without
further notice. In the event a petition is filed by or against Client under the
United States Bankruptcy Code or any similar state or federal law, Syska may
terminate this Agreement immediately thereupon.
9.1. Failure of the Client to make payments to Syska in accordance with
this Agreement shall be considered substantial non-performance and grounds
for termination. At the option of Syska, if the Client fails to make payment
when due Syska for services or expenses or fails to comply with any other
material obligation under this Agreement, Syska may, upon seven (7) calendar
days’ written notice to the Client, suspend the performance of its services
under this Agreement. Unless payment in full is received by Syska or the
Client’s other breach hereunder is cured within the seven (7) calendar day
notice period, the suspension shall take effect without further notice. In the
event of a suspension of services, Syska shall have no liability for any delay or
damage caused because of such suspension of services.
9.2. Upon a suspension of services by the Client, Syska shall be paid for
all fees and expenses for services performed through the date of the
suspension plus demobilization expenses. Upon the resumption of Syska’s
services, Syska’s fee shall be equitably adjusted and Syska shall be reimbursed
for all expenses incurred as a result of the suspension. If the Client’s
suspension of Syska’s services continues for more than ninety (90) calendar
days, Syska may terminate this Agreement upon seven (7) calendar days’
written notice to the Client.
10. FEE PROVISION: Promptly upon receipt, the Client shall review
Syska’s invoice requesting payment for services and reimbursable expenses.
Invoices shall be submitted monthly. Reimbursable expenses include the
actual expenses incurred in connection with the Project. Backup
documentation for these expenses can be provided upon request for a ten
percent (10%) administrative fee. If the Client disputes in good faith any
portion of the invoice, the Client shall notify Syska in writing within five (5) days
of receipt of the disputed invoice. The Client shall indicate that portion of the
invoice that it disputes and provide a statement as to the reasons for disputing
such portion. Any statement or portion of statement not disputed by the Client
within the time period set forth herein, shall be paid by the Client within fifteen
(15) days of receipt of the invoice. All monies secured by the Client to pay for
the Services identified herein shall be deemed to be held in trust for Syska and
Syska shall have the right to require the Client, upon request, to furnish
evidence of the Client’s ability to remit payment for all services. Syska’s fees
do not include any taxes that may be imposed on them. Taxes, if applicable to
our fees for services, are above our fees quoted and the Client agrees to be
responsible for any liability and payment of them.
10.1. Payments due Syska and which remain unpaid shall bear interest
30 days from the date of the invoice at the rate of eighteen percent (18%) per
annum. Syska is entitled to recover any and all legal fees and any other costs
expended if it becomes necessary to pursue legal actions to collect fees due
hereunder. Client expressly acknowledges that Syska shall be entitled to a
judgment for its attorney fees and court costs attributable to the collection of
its fees which are ultimately adjudicated/arbitrated to be rightfully due and
owing.
10.2. In the event of a dispute pursuant to the services rendered
hereunder, the Client shall not have the right to set off any payments due or
owing to Syska and shall be obligated to remit all payments due and owing for
completed service. Syska’s full payment pursuant to this section shall be a
condition precedent for its obligation of performance.
10.3. Payments are to be remitted via wire transfer based on the
following information:
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Beneficiary: Syska Hennessy Group, Inc.
1185 Ave of the Americas
New York, NY 10036
Bank: TD Bank, N.A.
475 Park Avenue South
New York, New York 10016
Account No.: 7915510643
Routing No.: 026013673
10.4 The client shall reimburse Syska for all expenses associated with
the required disclosure of confidential information in response to an order of
a court of competent jurisdiction, administrative agency or governmental body,
or by subpoena, summons, or other legal process, including, but not limited to,
reasonable in-house attorney fees for time spent gathering and producing
documents pursuant to its obligations under the court order.
11. ANTI-BRIBERY AND ANTI-CORRUPTION COMMITMENT: The
parties agree that no payments or transfers of value by Client in connection
with the Agreement shall be made that have the purpose or effect of public or
commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks,
or other unlawful or improper means of obtaining business. Client hereby
represents, warrants, and covenants that Client and its subsidiaries, owners,
partners, officers, directors, employees, agents, representatives, and
subcontractors are fully aware of the provisions of the United States Foreign
Corrupt Practices Act (“FCPA”), 15 U.S.C. §78dd-1, et seq., as amended
regarding, among other things, payments to government officials. No Client or
Syska employee may receive or accept anything of value, or that may be
perceived as valuable, from any other individual for the purpose of influencing
any act, securing an improper advantage, or obtaining/retaining business.
Either party may terminate this Agreement at any time during the Project, if it
has a good faith basis to believe that the other party failed to comply with the
provisions of this Section 11, including any non-compliance prior to the
effective date of this Agreement.
12. NO SOLICITATION OF EMPLOYEES: The Client agrees and
acknowledges that it will not, directly or indirectly, solicit or hire any employee
of Syska or induce any Syska employee to terminate his or her employment
with Syska without the express written consent of Syska. Recognizing that
Syska has expended a substantial investment in recruitment, advertisement,
testing, and training of their personnel, the Client agrees that if it violates the
previous clause and hires a Syska employee within one year of the completion
of the Project, it shall pay Syska for each employee thus hired, the amount of
one year’s salary, at the last level of annual remuneration that employee
received from Syska.
13. DISPUTE RESOLUTION:
13.1. MEDIATION: In recognition of the negative consequences
associated with disputes both in terms of lost time and expense to all parties,
the Client and Syska agree to settle their disputes by good-faith mediation as
a condition precedent to the institution of legal proceedings by either party. If
mediation would jeopardize the substantive rights of either party due to the
application of any applicable statute of limitations, then mediation will be
required during the dispute resolution process to the extent it may be used
without jeopardizing the substantive rights of either party. The parties shall
share the mediator’s fee and any filing fees equally. The mediation shall be
held in the place where the Project is located, unless another location is
mutually agreed upon.
13.2. LITIGATION: In the event that the matter cannot be resolved
through (or is not appropriate for) negotiation or mediation, the dispute shall
be submitted for determination in the applicable courts of the state where the
Project is located, and this Agreement shall be subject to and construed in
accordance with the laws of that state. The Client shall not assert any claim
against Syska more than three (3) years after the date of the substantial
completion of the Project.
14. NOTICES: Any and all notices or other communications required
by this Agreement or by law to be served on, given to, or delivered to either
party, shall be in writing and shall be deemed received when personally
delivered to the party to whom it is addressed, project manager, or in lieu of
such personal service, upon receipt of telegraphic or facsimile notice or three
(3) days after deposit in the United States mail, first-class, postage prepaid, at
the respective addresses set forth below:
Syska: Syska Hennessy Group, Inc.
444 South Flower St, Suite 2000
Los Angeles, CA 90071
Attention: Sam Mahdavian, Associate Partner
smahdavian@syska.com
Client: Dimond Bar Public Works
21810 Copley Dr.
Dimond Bar CA
Attention: Nicholas Delgado, Management Analyst
ndelado@diamondbarca.gov
15. FORCE MAJEURE: Neither Client nor Syska shall be held liable or
penalized under the terms of this Agreement for the failure to perform arising
out of or caused by, directly or indirectly, forces beyond the reasonable control
of the Client or Syska, including, without limitation, delays caused by Owner,
others, any Force Majeure Events (as defined below), or by any government or
other regulatory or quasigovernmental authority or agency having jurisdiction
over Syska or the Project. If such events occur, all milestone dates will be
extended to account for such delay and Syska’s fee equitably adjusted. A
Force Majeure Event shall include any cause or delay outside of Syska’s or
Client’s control, including but not limited to, acts of nature (including without
limitation fire, flood, earthquake, storm, hurricane or other similar occurrence),
unusually severe weather, war, terrorists acts, military or other usurped
political power, nationalization, government sanction or embargo, labor
disputes of third parties to this contract, strikes, riots, work stoppages,
accidents, changes of applicable law, public health related incidences
(including without limitation serious illness, disease, virus, plague, epidemic,
pandemic, quarantine restrictions, declaration or public health emergency or
other similar occurrence), loss or malfunctions of utilities, communications or
computer (software or hardware). Both parties shall use reasonable efforts
which are consistent with accepted practices in the professional design
industry to resume performance as soon as practicable under the
circumstances.
16. ENTIRE AGREEMENT/MODIFICATION/ASSIGNMENT: This
Agreement contains the entire agreement between parties with respect to the
matters covered herein and supersedes any previous agreements (oral or
written) or understandings between the parties. The Agreement may be
amended only by written modification executed by both parties and may not be
assigned without the written permission of the non-assigning party.
Notwithstanding the foregoing, Syska may assign this Agreement to an
affiliated or related entity of Syska in order to comply with professional
registration requirements for engineering and architecture companies within
the jurisdiction in which the Project is located.
17. PUBLICITY: Syska shall have the right to include photographic or
artistic representations of the design of the Project among its promotional and
professional materials. Syska shall be given reasonable access to the
completed Project to make such representations. However, Syska’s materials
shall not include the Client’s confidential or proprietary information if the Client
has previously advised Syska in writing of the specific information considered
by the Client to be confidential or proprietary. The Client shall provide
professional credit for Syska in the Client’s promotional materials for the
Project.
18. SUCCESSORS/ASSIGNS: This Agreement shall be binding upon
the parties’ successors and permitted assignees. Syska may assign this
Agreement to an affiliated or related entity of Syska in order to comply with
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professional registration requirements for engineering and architecture
companies within the jurisdiction in which the Project is located.
19. SEVERABILITY: The partial or complete invalidity of any one of
more provisions of this Agreement shall not affect the validity or continuing
force and effect of any other provision.
Agreed and Accepted by:
(Client)
By:
(Signature)
Name:
(Print or type)
Title:
(Print or type)
Agreed and Accepted by Syska Hennessy Group, Inc.
By:
(Signature)
Name: Sam Mahdavian
(Print or type)
Title: Associate Partner
(Print or type)
Locations
Atlanta, GA
Boston, MA
Charlotte, NC
Chicago, IL
Dallas, TX
Hamilton, NJ
Jacksonville, FL
Los Angeles, CA
New York, NY
Orange County, CA
Raleigh, NC
Richmond, VA
Sacramento, CA
San Diego, CA
San Francisco, CA
Silicon Valley, CA
Tampa, FL
Washington, DC
Dubai, UAE
Shanghai, PRC
syska.com