HomeMy Public PortalAboutAgreement_2010-08-31_Seifel Consulting, Inc_1st AmendmentFIRST AMENDMENT TO
CONSULTANT SERVICES AGREEMENT
by and between
the
CITY OF TEMPLE CITY COMMUNITY
REDEVELOPMENT AGENCY
and
SEIFEL CONSULTING INC.
Dated , 2010
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FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT
SERVICES BETWEEN THE CITY OF TEMPLE CITY,
CALIFORNIA AND SEIFEL CONSULTING INC.
This First Amendment to Agreement For Consultant Services ("First Amendment"),
which is dated for reference as indicated on the cover page, is hereby entered into by and
between the CITY OF TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY
("CRA") and SEIFEL CONSULTING INC. ("Consultant"), as follows:
RECITALS
A. CRA and Consultant entered into an Agreement For Consultant Services Between The
City of Temple City, California and Seifel Consulting Inc., on August 3, 2010
("Agreement").
B. CRA and Consultant now desire to amend the Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment which modifies and amends the Agreement as
follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
SECTION 6. OWNERSHIP OF DOCUMENTS. Section 6 to the Agreement is
amended and shall read as follows:
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Consultant in the course of providing any services pursuant to this
Agreement, excluding Seifel's previously developed proprietary computer models, shall
become the sole property of CRA and may be used, reused or otherwise disposed of by
CRA without the permission of the Consultant. Upon completion, expiration or
termination of this Agreement, Consultant shall turn over to CRA all such original maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files and other documents.
If and to the extent that CRA utilizes for any purpose not related to this
Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files or other documents prepared, developed or discovered by
Consultant in the course of providing any services pursuant to this Agreement,
Consultant's guarantees and warrants related to Standard of Performance and found in
Section 9 of this Agreement shall not extend to such use of the maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
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SECTION 16. INDEMNIFICATION. Sections 16 (a) and 16 (b) to the Agreement are
amended and shall read as follows:
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless CRA and any and all
of its officials and employees ("Indemnified Parties") from and against any and all Iosses,
liabilities, damages, costs and expenses, including attorney's fees and costs to the extent
same are caused in whole or in part by any negligent or wrongful act, error or omission of
Consultant, its officers, employees or sub -consultants (or any entity or individual that
Consultant shall bear the legal liability thereof) in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, protect, defend and hold harmless CRA, and any and all of its employees
and officials from and against any Iiability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, including attorneys
fees and costs, court costs, interest, defense costs, and expert witness fees), where the
same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for
which Consultant is legally liable, including but not limited to officers, agents, employees
or sub -contractors of Consultant.
SECTION 27. MODIFICATION OF AGREEMENT. Section 27 to the
Agreement is amended and shall read as follows:
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Consultant and by the CRA Board, except that the City
Manager is hereby authorized to make minor modifications to this Amendment to adjust
schedules of work, provided such changes will not result in any increased cost to the
CRA.
Exhibit "C". INSURANCE. Section B.2.(1) of Exhibit C to the Agreement is amended
and shall read as follows:
(1) CRA, and its respective elected and appointed officers, officials, and
employees are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant;
premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded to CRA, and their respective elected and appointed officers,
officials, or employees.
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2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in this
First Amendment, the Agreement remains in full force and effect and binding upon the parties.
2.2 Integration. This First Amendment consists of pages 1 through 4 inclusive,
which constitute the entire understanding and agreement of the parties and supersedes all
negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this First Amendment.
2.3 Effective Date. This First Amendment shall not become effective until the date it
has been formally approved by the CRA Board and executed by the appropriate authorities of the
CRA and Consultant.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective terms
and provisions. All defined terms utilized in this First Amendment have the same meaning as
provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY OF TEMPLE CITY
COMMUNITY REDEVELOPMENT
AGENCY OW
By:
Joe Ido
Executive Director
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ATTEST:
Mary Flandri&
Secretary
APPROVED AS TO FORM
B.
Ed ail
Agency Counsel
SEIFEL CONSULTING INC.
� � 1
By: By:
Its: Its:
NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
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