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HomeMy Public PortalAboutAgreement_2009-11-16_Castaneda & AssociatesThis Agreement is made and entered into by and between the City of Temple City, a Charter City of the State of California, hereinafter referred to as CITY and Castaneda & Associates, hereinafter referred to as CONTRACTOR. WITNESSETH CONTRACTOR agrees to perform, in a manner consistent with industry standards and in a manner acceptable to CITY, the professional services outlined in Exhibit "A" (SCOPE OF SERVICES) for a price outlined in Exhibit "B" (COMPENSATION TO CONTRACTOR) attached hereto and made a part hereof. PERFORMANCE OF SERVICES CONTRACTOR shall provide all labor and materials necessary for the completion of work as set forth in this Agreement. CONTRACTOR represents that it employs or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services, per the terms of this Agreement. 2. CONTRACTOR represents that the services required herein will be performed by CONTRACTOR, or under CONTRACTOR'S direct supervision, and that all personnel performing such services shall be fully qualified. 3. CONTRACTOR shall ensure that services performed under the terms of this Agreement are in full compliance with all applicable federal, state and local laws. 4. CONTRACTOR shall not subcontract any portion of the required services herein without prior written approval of the CITY. 5. CONTRACTOR shall work closely with the City Manager or other CITY designated representative, who shall be the liaison representative of the CITY and shall, on a continuous basis, review and approve CONTRACTOR'S work. CONTRACTOR shall ensure that the CITY has reviewed and approved all required work, per the terms of this Agreement. 6. CONTRACTOR shall make no change in the character or extent of the services required by this Agreement, except as may be authorized in writing by the CITY. Such supplemental authorization shall set forth the specific changes of services to be performed and any related extension of time and/or adjustment of fee to be paid to CONTRACTOR by CITY. Agreement for Professional Services Page 2 of 5 INDEMNIFICATION CONTRACTOR shall indemnify and hold harmless CITY and its officers, officials, employees and agents from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the negligence or willful misconduct of the CITY. The CONTRACTOR represents that it is an independent CONTRACTOR and will not make claim for unemployment or social security taxes, and/or compensation, and will pay for any income tax on its earnings. SECTION Ili INSURANCE CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, employees or subcontractors. CONTRACTOR shall maintain insurance with limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $100,000/300,000 per accident for bodily injury and $50,000 property damage. 3. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Agreement for Professional Services Page 3 of 5 The general liability and automobile liability policies are to contain the following provisions: The CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects to any liability arising out of activities performed by or on behalf of CONTRACTOR; products and completed operations of the CONTRACTOR; premises owned, occupied or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents or volunteers, and name the CITY as additionally insured. 2. For any claims related to this Agreement, the CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees, agents and volunteers. Any insurance of self-insurance maintained by the CITY, its officers, officials, employees, agents or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees, agents or volunteers. 4. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. 6. Insurance is to be placed with insurers which are "admitted" in the State of California and have a current A.M. Best's rating of no less than A:VII, unless otherwise approved by the CITY. 7. CONTRACTOR shall furnish the CITY with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the CITY. All endorsements are to be received and approved by the CITY before work commences. Agreement for Professional Services Page 4of5 SECTION IV ATTORNEYS FEES COSTS AND EXPENSES In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION V EXECUTION OF AGREEMENT This Agreement shall constitute the entire understanding of the parties hereto and shall not be modified unless made in writing by the parties hereto. This Agreement shall lapse and fail if CONTRACTOR fails to comply with all conditional terms of the Agreement within thirty (30) calendar days immediately following the date said Agreement is signed by the authorized City official, otherwise said Agreement shall be null and void. Communications required to be sent to the parties hereto shall utilize the following addresses: CITY: City of Temple City 9701 Las Tunas Drive Temple City, CA 91780 Attn: Cathy Burroughs CONTRACTOR: As Specified in Exhibit "A" Communications may be sent through the United States Postal Service or any other recognized courier service such as Federal Express Corporation. Any communications to the parties shall be sent postage (or courier fee) fully prepaid by the sender. Changes in the above addresses shall be conveyed to the other party at least 30 days prior to the effective date of such change. SECTION VI TERMINATION OF AGREEMENT Either party may terminate this Agreement at any time upon providing a thirty (30) day written notice. In the event of termination, the CITY will pay for only the services that have been satisfactorily completed by the CONTRACTOR and approved by the City Manager or his representative. This Agreement shall be effective from July 1, and shall conclude on June 30 of each year (the CONTRACT YEAR). The initial agreement shall Agreement for Professional Services Page 5 of 5 begin on October 21, 2009 and conclude on January 31, 2010 and may be extended subject to the requirements of SECTION VII hereof. EXTENSION OF AGREEMENT The CITY and CONTRACTOR may, by mutual agreement, renew this agreement for a term agreed upon by both parties. Upon renewal, the terms and conditions herein (including the services and compensation contained in Exhibit "A" and Exhibit "B°) shall remain the same during the period of extension unless changes thereto are agreed upon by both parties prior to March 1 of each contract year. Absent any changes, the CITY may, at its sole discretion, and CONTRACTOR consents, to extend the contract for a term of 12 months. SECTION VIII SUPREMACY AND CONTROLLING CLAUSE In the event of a conflict between any provision of this Agreement and any provision of Attachments "A" or "B" as they may exist from time to time, the provision of this Agreement shall be deemed controlling and shall govern and control such matter. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives: CITY OF TEMPLE CITY r BY: ITS: City Manager DATE: t,ll b CONTRACTOR G ✓x/� � ice:/_'