HomeMy Public PortalAbout06) 7C Approval of Consultant Services Agreements with RRM Design Group and Media PortfolioAGENDA
ITEM ?.C.
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
DATE: August 21, 2018
TO: The Honorable City Council
FROM: Bryan Cook, City Manager
Via : Michael D. Forbes, AICP, Community Development Director
By : Hesty Liu, AICP , Associate Planner
SUBJECT: APPROVAL OF CONSULTANT SERVICES AGREEMENTS WITH RRM
DESIGN GROUP AND MEDIA PORTFOLIO FOR ARCHITECTURAL
CONSULTANT SERVICES
RECOMMENDATION:
The City Council is requested to:
1. Review and approve the Agreements for Services (Attachments "A" and "B'') with
RRM Design and Media Portfolio , for a term of three years with an annual budget
not to exceed a total of $25,000; and
2 . Autho rize the City Manager to execute the Agreements for Services with RRM
Design Group and Media Portfolio.
BACKGROUND :
1. On May 1, 2018, staff sent out a request for proposals to qualified architectural
consulting firms to provide architectural review services. The deadline to respond
to the request for proposals was May 22 , 2018 .
2 . On June 4, 2018 , after reviewing the three proposals received, staff selected RRM
Design Group and Media Portfolio.
3. On June 30, 2018 , the City Council approved the Fiscal Year (FY) 2018-2019 City
Budget with $25 ,000 allocated for architectural consultant services.
City Council
August 21, 2018
Page 2 of 3
ANALYSIS:
The overarching goal of procuring architectural consultant services is to promote high
quality design, facilitate the development process, and provide a service that we
otherwise wouldn't be able to provide. After receiving three proposals, staff thoroughly
reviewed the experience of each consulting firm and the quality of sample work
products provided with each proposal. Staff gave priority to firms that provided pictures,
illustrations, and drawings in their sample project review comment letters. The cost of
the service was also compared and used in the evaluation .
RRM Group is a reputable firm with extensive experience in architectural review. The
consultant prepared the City's residential design guidelines and has served as the City's
architectural review consultant for the past two years. The firm has a track record of
promoting design quality through area-specific, graphic-aided comments. The result has
been positive in terms of facilitating better communication between the City and
applicants, and inducing project design revisions more responsive to the issues
identified.
Media Portfolio is also a reputable firm with architectural review experience. Again, the
sample comment letters provided by Media Portfolio demonstrated that the consultant is
able to integrate graphics and images to provide clarifications. The consultant's practice
of reviewing landscaping design in relation to the architectural styles is also desirable .
Having two consultants on call will give staff the flexibility to match the consultant with
the best experience for a proposed project. Staff therefore requests that the City Council
approve the Agreement for Services for two consultants. Using two consultants would
not result in an increase of the budget, which is a total of $25,000 annually . Staff will
closely monitor the contracts to ensure that the combined work of the two firms does not
exceed the budgeted amount.
CITY STRATEGIC GOALS:
Approval of the Agreement for Services will further the City's Strategic Goals of
Economic Development and Quality of Life .
FISCAL IMPACT:
The FY 2018-2019 budget has designated $25,000 for architectural consultant services .
Therefore, sufficient funds are available to fund these contracts .
ATTACHMENTS:
A. Agreement for Services between the City of Temple City and RRM Design Group
City Council
August 21, 2018
Page 3 of 3
B. Agreement for Services between the City of Temple City and Media Portfolio
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
RRM DESIGN GROUP
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Attachment A
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
RRM DESIGN GROUP
This Agreement for Services ("Agreement") is entered into as of this 20th day of
August, 2018 by and between the City of Temple City, a municipal corporation ("City")
and RRM Design Group, a California Corporation ("Service Provider"). City and Service
Provider are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has sought, by Request for Proposals, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance of
the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and adequacy of
which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for one year commencing on the date first
ascribed above and ending June 30, 2019, with two (2) successive one (1) year terms up
to a maximum term of three (3) years ending June 30, 2021. Unless either Party gives
express written notice of its intent not to renew this Agreement at least sixty (60) days
prior to the end of the Term, this Agreement shall automatically renew for an additional
one (1) year Term on July 1, 2019, and July 1, 2020.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services . Service Provider agrees to perform the services
summarized and set forth in Exhibit "A " "Scope of Services" (hereinafter, the "Services")
and made a part of this Agreement by this reference .
(b) Schedule of Performance . The Services shall be completed pursuant to the
schedule specified in Exhibit "A " Should the Services not be completed pursuant to that
schedule , the Service Provider shall be deemed to be in Default of this Agreement. The
City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3 . ADDITIONAL SERVICES.
Service Provider shall not be compe nsated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such add itional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized , such additional work shall
be deemed to be part of the Services .
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of
this Agreement by this reference . The total compensation, including reimbursement for
actual expenses, shall not exceed a total of seventy five thousand dollars ($75,000) and
an annual amount of twenty f ive thousand dollars ($25,000), unless additional
compensation is approved in writing in accordance with Section 26 "Adm i nistration and
Implementation" or Section 28 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub-category), travel , materials ,
equipment , supplies , and subcontractor contracts. Subcontractor charges shall be
detailed by the following categories : labor, travel, materials, equipment and supplies. If
the compensation set forth in subsection (a) and Exhibit "B " include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review each
invoice submitted by the Service Provider to determine whether the work performed and
ex penses incurred are in compliance with the provisions of this Agreement. In the event
that no charges or expenses are disputed, the invoice shall be approved and paid
according to the terms set forth in subsection (c). In the event any charges or expenses
are disputed by City, the City shall identify in writ ing the specific cause of the
disagreement and the amount in dispute and shall pay that portion of the invoice not in
dispute in accordance with the other payment terms of this Agreement.
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause Service
Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and
undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Service Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed . City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City . City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted . City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by C ity shall not constitute a waiver of any
of the provisions of th is Agreement including, but not limited to , Section 16
"Indemnification " and Section 17 "Insurance ."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs , drawings, photographs , studies, surveys ,
reports, data, notes, computer files , files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used , reused or otherwise
disposed of by City without the permission of the Service Provider. Upon completion ,
expiration or termination of this Agreement , Service Provider shall turn over to City 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 City 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
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" 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.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services . Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work, services,
expenditures and disbursements charged to City pursuant to this Agreement. Any and
all such documents or records shall be maintained in accordance with generally accepted
accounting principles and shall be sufficiently complete and detailed so as to permit an
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accurate evaluation of the services provided by Service Provider pursuant to this
Agreement. Any and all such documents or records shall be maintained for three (3)
years from the date of execution of this Agreement and to the extent required by laws
relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours , upon request by City or its designated representative. Copies of
such documents or records shall be provided directly to the City for inspection, audit and
copying when it is practical to do so; otherwise , unless an alternative is mutually agreed
upon , such documents and records shall be made available at Service Provider's address
indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to th is section may be lost or discarded due to
dissolution or termination of Service Provider 's business , City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation , debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in writing
by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers , officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of Service
Provider's officers, employees, or agents except as set forth in this Agreement. Service
Provider shall not at any time or in any manner represent that Service Provider or any of
Service Provider's officers, employees, or agents are in any manner officials , officers ,
employees or agents of City.
(c) Neither Service Provider , nor any of Service Provider's officers, employees
or agents, shall obtain any rights to retirement , health care or any other benefits which
may otherwise accrue to City's employees. Service Provider expressly waives any claim
Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications , experience
and facilities necessary to properly perform the Services required under this Agreement
in a thorough, competent and professional manner. Service Provider shall at all times
faithfully, competently and to the best of its ability , experience and talent, perform all
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Services . In meeting its obligations under this Agreement, Service Provider shall employ ,
at a min imum , generally accepted standards and practices utilized by persons engaged
in providing services similar to the Services required of Service Provider under this
Agreement. In addition to the general standards of performance set forth this s e ction ,
additional specific standards of performance and performance criteria may be set forth in
Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under
this Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over the
general.
SECTION 10. COMPLIANC E WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal , state and local laws , statutes, codes , ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses ,
permits and authorizations necessary to perform the Services set forth in this Agreement.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents
of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to
comply with this section.
S ECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California Labor Code
or regulations promulgated thereunder: Construction, alteration , demolition, installation ,
or repair work performed on public buildings , facilities , streets or sewers done under
contract and paid for in whole or in part out of public funds. In this conte xt , "construction"
includes work performed during the design and preconstruction phases of construction
including , but not limited to, i nspection and land surveying work .
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin , ancestry, se x, age , physical handicap,
medical condition or marital status in connection with or related to the performance of this
Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply w ith all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S .C.A. §§ 1101, et seq., as amended ,
and in connection therewith, shall not employ unauthorized aliens as defined therein .
Should Service Provider so e mploy such unauthorized aliens for the performance of the
Services, and should the any liability or sanctions be imposed against City for such use
of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the
cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees , incurred by City.
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SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider 's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the ex press written consent of the City
Manager. Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Agreement.
(b) City understands and acknowledges that Service Provider is , as of the date
of execution of this Agreement, independently involved in the performance of non-related
services for other governmental agencies and private parties . Service Provider is
unaware of any stated position of City relative to such projects . Any future position of City
on such projects shall not be considered a conflict of interest for purposes of this section .
(c) City understands and acknowledges that Service Provider will , perform non -
related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section .
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential , unless such information
is in the public domain or already known to Service Provider. Service Provider shall not
release or disclose any such information or work product to persons or entities other than
City without prior written authorization from the City Manager, except as may be required
by law.
(b) Service Provider, its officers , employees , agents or subcontractors , shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City , voluntarily provide declarations, letters of support , testimony at
depositions , response to interrogatories or other information concerning the work
performed under th is Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order or
subpoena .
(c) If Service Provider, or any officer, employee , agent or subcontractor of
Service Provider, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemn ity from Service Provider for
any damages , costs and fees, including attorney's fees, caused by or incurred as a result
of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers , employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
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admissions or other discovery request, court order or subpoena from any party regarding
this Agreement and the work performed thereunder. City retains the right, but has no
obligation, to represent Service Provider or be present at any de position , hearing or
similar proceeding. Service Provider agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response .
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability . Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall ind e mnify and hold harmless City and any and
all of its officials, employees and agents ("Indemnified Parties") from and against any and
all liability (including liability for losses, expenses or costs including reimbursement of
reasonable attorney's fees and costs, court costs , defense costs , and expert witness
fees) to the extent caused by any negligent or wrongful act, error or omission of Service
Provider, or by any individual or e ntity for which Service Provider is legally liable , including
but not limited to officers, agents , employees or sub-contractors of Service Provider , 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, Service
Provider shall indemnify, protect, defend and hold harmless City , and any and all of its
employees, officials and agents from and against any liability (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 attorney's 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 Service
Provider or by any individual or entity for which Service Provider is legally liable, including
but not limited to officers, agents , employees or sub-contractors of Service Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider agrees
to be fully responsible according to the terms of this section . Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors , assigns or heirs of Service Provider
and shall survive the termination of this Agreement or this section .
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary , design professionals are requ i red to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782 .8 , which limits the liability of a design
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professional to claims, suits, actions, arbitration proceedings , administrative proceedings ,
reg ulatory proceedings , losses , expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design professional. The
term "des ign professional ," as defined in Section 2782.8, is limited to licensed architects ,
licensed landscape architects, registered professional engineers, professional land
surveyors, and the business entities that offer such services in accordance with the
applicable provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's negligence. The provisions of this section shall not release
City from liability arising from negligence or willful acts or omissions of City or any and all
of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "I nsurance" and made
a part of this Agreement. All insurance policies shall be subject to approval by City as to
form and content. These requirements are subject to amendment or waiver if so approved
in writing by the City Manager. Service Provider agrees to provide City with copies of
required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider under
this Agreement. In recognition of that interest, Service Provider shall not assign or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all remedies
at law or in equity, including termination of this Agreement pursuant to Section 20
"Termination of Agreement." City acknowledges, however , that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any , assigned to perform the
Services. Service Provider shall notify City of any c hanges in Service Provider's staff and
sub-co ntractors , if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause , at any time by
giving thirty (30) days written notice of termination to Service Provider. In the e vent such
notice is given, Service Provider shall cease immediately all work in progress.
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(b) Service Provider may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under
this Agreement, then , in addition to any other remedies, either Service Provider, or City
may terminate this Agreement immediately upon written notice .
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement ,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Serv ice Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended , though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall , when the default is cured, proceed with payment on
the invoices . In the alternative, the City may, in its sole discretion, elect to pay some or
all of the outstanding invoices during the period of default. If Service Provider does not
cure the default, the City may take necessary steps to terminate this Agreement under
Section 20 'Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages , including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments , acts of City, court orders,
fires, floods, epidemics , strikes , embargoes, and unusually severe weather. The term
and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data , reports , records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the Services
shall be furnished to Service Provider in every reasonable way to facilitate, without undue
delay, the Services to be performed under this Agreement.
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SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested , addressed as follows :
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: RRM Design Group
3765 S. Higuera St
Ste. 102
San Luis Obispo , CA 93401
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Ag reement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or
her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement , including amendments that
commit additional funds , consistent with Section 28 "Amendment" and the City Manager's
contracting authority under the Temple City Municipal Code .
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs , executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
'
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total compensation
under this Agreement , as amended, would not exceed the City Manager's contracting
authority under the Temple City Municipal Code . All other amendments shall be approved
by the City Council. The Parties agree that the requirement for written modifications
cannot be waived and that any attempted waiver shall be void.
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SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term , condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision nor a waiver of any subsequent breach or violation of any
provision of this Agreement. Acceptance by City of any work or services by Service
Provider shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California . In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California . In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Los Angeles.
SECTION 31. 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 as determined by a court of
competent jurisdiction .
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings , whether oral
or written, or entered into between Service Provider and City prior to the execution of this
Agreement. No statements , representations or other agreements, whether oral or written,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term , condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
-11 -
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document inco rpo rated by reference
into this Agreement, the terms of this Agreement shall contro l.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first-above written.
ATTEST:
Peggy Kuo
City Clerk
APPROVEDASTOFORM
Eric S. Vail
City Attorney
By: ________________________ __
Its :
CITY OF TEMPLE CITY
Bryan Cook
City Manager
By: ________________________ _
Its: --------------------------
- 12-
NOTE: SERVICE PROVIDER'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 SERVICE
PROVIDER'S BUSINESS ENTITY.
- 13 -
A notary publi c or other officer completing this certificate verifies only the identity of the individual who
signed th e document to which this certificate is attached , and not the truthfulness, accuracy, or validity
of that doc ument.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -----.,..,-::::r.::----'-'-=2=-=0,_, before me, -.-.===--.....-:=-::r-T"!n-=-.....,....,.........,.=-r=-==--n--r=-=.,....,...=-=---.-rc=,..,.,...~~---Date Na me And Iitie Of Offi ce r (e.g. "J ane Doe , Not ary Publi c")
personally appeared-------------------------------
Name of Sign er(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
S ig nature of Notary Publi c
OPTIONAL
Though this section is optional , completing this information can deter alternation of the document or fraudulent
reattac hment of thi s form to an unintended document. ·
CAPACIT(IES) CLAIMED BY SIGNER(S)
S igner's Name :
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s ) Titl e or Typ e of Do cument
Partner(s) Limited
Attorney-! n-F act
Tru stee(s)
Guardian/C onservator
Oth er:
Signer is representing :
Name Of Perso n(s) Or Entity(ies)
RIV #4838-6958-388 0 v3
DRAFT 1/27/15
General
Number Of Pages
Date Of Do cum ent
S ign er(s ) Other Th an Named Above
A notary p ubli c or other offi cer completing thi s certificate v erifies onl y the identity of the indi vidual who
signed the doc ument to whi c h this certifi cate is attached, and not the truthfulness , accuracy , or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -----"T"''":':"~----''--=2::..::0=--, before me , -.....-=-:==--~~n-::-?"<r"rn:r.-=-=77'"=---rr-r=c=-r=-=----rrr:=::-:-"1'"1r.=T="'<" __ _ Date Nam e And Iitie Of Office r (e.g. "Jane Doe , Notary Public")
personally appeared -----------......-r::=-=r......,-::==..----------------Nam e of S igner(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted , executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and offi cial seal.
Sig na ture of Nota ry Publi c
OPTIONAL
Though this se ction is optional, completing this informat ion can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
S ign er's Name:
Indiv idu al
Corporate Offi cer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) T itle or Type of Docume nt
Partner( s ) Limited
General
Attorney -In-Fact Number Of Pa ges
Trustee(s)
Guardian/Conservator
Other:
Si gner is representing:
Na me Of Person (s) Or Entity(ies)
R!V #4838-6958 -3880 v3
DRAFT 1127/!5
Date Of Document
Sign er(s) Ot her Th an Named A bove
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform architectural reviews for the followings:
A. Single-family developments
B. Small to large Multi-family development projects
C. Commercial, industrial , and mixed-use developments
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A. Teleconfe rence with staff
B. Review memos
Ill. Based upon the design guidelines of the City, the consultant is expected to
conduct reviews to include subjects such as:
A. Compliance with required findings
B . Site planning
C. Landscaping
D. Building design
E. Context and compatibility
F. Authenticity and consistency in architectural style
G. Massing , scale, and articulation
H. Colors , materials, and finishes
I. Semi-private and public spaces
J. Pedestrian elements
K. Off-site or on-site amenities
RI V #4838-6958-3880 v3
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IV. On call design assistance
May include informal teleconference, correspondence, research, sketches, images, and
graphics preparation
V. Service Provider will utilize the following personnel to accomplish the Services:
A. Jami Williams
B. Scott Martin
C. Randy Russom
D. Matt Ottoson
E . Chris Dufour
F. Others as needed
RI V #4 838-6958-3880 v3
DRAFT 1/27/15
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EXHIBIT "8"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
Project Type
Cornrnerdalf
lndustrfn l Structure
Mulcl(amily
Development
Single-family
House
Mixe d-Use
Development
RIV #4838-6958-3880 v3
DRAFT 1/27/15
Building Square Expected or Average
Footage/Number of Cost of Initial Design
Units Review Memo
Approximately $1 ,200 -3,500
I 0,000 squ:~re fee
4 dwelling uni[~ $1.200-3,500
3,500 square feet $1,200 -2,500
60 dwelling unit$, 10.000 $2,000 -4,000
square feet of commercial
C-3
EXHIBIT "C"
INSURANCE
A. Insurance Requirements . Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1 . Minimum Scope of Insurance. Coverage shall be at least as broad
as:
(1) Commercial General Liability. Insurance Services Office form
Commercial General Liability coverage (Occurrence Form CG 0001 ).
(2) Automobile. Insurance Services Office form number CA 0001
(Ed . 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement
CA 0025 , or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation. Workers' Compensation insurance
as required by the Labor Code of State of California covering all persons providing
Services on behalf of the Service Provider and all risks to such persons under this
Agreeme nt. Employer's Liability Insurance is also required.
(4) Professional Liability . Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written on a
"claims made" basis , and must include coverage for contractual liability . The professional
liability insurance required by this Agreement must cover claims based upon , arising out
of or related to Service s performed under this Agreement. The insurance mu st be
maintained for at least three (3) consecutive years follow ing the completion of Service
Provider's services or the termination of this Agreement. During this additional three (3)
year period, Service Provider shall annually and upon request of the City submit written
evidence of this continuous coverage.
2 . Minimum Limits of Insurance . Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability . $1,000 ,000 per occurrence,
$2 ,000 ,000 general aggregate for bodily injury , personal injury and property damage .
RI V #4838-69 58 -3 8 80 v3
DRAFT 1/27115
C-4
(2) Automobile. $1,000 ,000 combined single limit for each
accident.
(3) Workers' Compensation. Workers' Compensation as required
by the Labor Code of the State of California of not less than $1,000,000 per occurrence
and Employer's Liability Insurance with limit not less than $1 ,000,000 .
(4) Professional Liability. $1 ,000 ,000 per claim in the aggregate.
B. Other Provisions . Insurance policies required by this Agreement shall
contain the following provisions :
1. All Policies. Each insurance policy required by this Agreement shall
be endorsed and state the coverage shall not be suspended , voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after 30
days' prior written notice by United States first class mail has been given to City. A ten
(1 0) day written notice to City shall apply to non-payment of premium.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: l iab i lity arising out of activities Service Provider performs ; products and
completed operations of Service Provider ; premises owned, occupied or used by Service
Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The
coverage shall contain no special limitations on the scope of protection afforded to City,
and their respective elected and appointed officers, officials, or emp loyees .
(2) Service Provider 's insurance coverage shall be primary
insurance with respect to City , and its respective elected and appointed , its officers ,
officials , employees and volunteers. Any insurance or self-insurance maintained by City,
and its respective elected and appointed officers , officials , employees or volunteers , shall
apply in excess of, and not contribute with , Service Provider's insurance.
(3) Service Provider'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.
(4) Any failure to comply with the reporting or other provisions of
the insurance policies , including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees or
volunteers .
RIV #48 38-6958-3880 v3
DRAFT 1127115
C-5
3. Workers' Compensation Coverage . Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City may
require that Service Provider furnish City with copies of original endorsements effecting
coverage required by this Exhibit "C". The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time .
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2 . Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers , officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims .
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
R IV #4838-695 8-3880 v3
DRAFT 1/27/15
C-6
R IV #4838-6958-3880 v3
DRA FT 1/27/15
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
MEDIA PORTFOLIO
-1-
Attachment B
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
MEDIA PORTFOLIO
This Agreement for Services ("Agreement") is entered into as of this 201h day of
August 2018 by and between the City of Temple City, a municipal corporation ("City")
and Media Portfolio, a California Corporation ("Service Provider"). City and Service
Provider are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has sought, by Request for Proposals, the performance of the
services defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance
of the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made qy the Parties and contained here and other consideration , the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for one year commencing on the date first
ascribed above and ending June 30, 2019 , with two (2) successive one (1) year terms
up to a maximum term of three (3) years ending June 30, 2021. Unless either Party
gives express written notice of its intent not to renew this Agreement at least sixty (60)
days prior to the end of the Term, this Agreement shall automatically renew on an
additional one (1) year Term on July 1, 2019 and July 1, 2020.
RIV #4838-69 58-3880 v3 - 1 -
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized , such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "8" "Compensation " and made a part
of this Agreement by this reference. The total compensation , including reimbursement
for actual expenses, shall not exceed an annual amount of twenty-five thousand dollars
($25,000) and a total of seventy-five thousand dollars ($75,000), unless additional
compensation is approved in writing in accordance with Section 26 "Administration and
Implementation" or Section 28 "Amendment" of this Agreement..
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month . The invoice shall
detail charges by the following categories : labor (by sub-category), travel, materials ,
equipment, supplies, and subcontractor contracts. Subcontractor charges shall be
detailed by the following categories: labor, travel, materials, equipment and supplies. If
the compensation set forth in subsection (a) and Exhibit "8 " include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review
each invoice submitted by the Service Provider to determine whether the work
performed and expenses incurred are in compliance with the provisions of this
Agreement. In the event that no charges or expenses are disputed , the invoice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City
to Service Provider for correction and resubmission .
RI V #4 838-6958-3880 v3 -2-
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice .
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider .
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed . City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Prov ider's work shall be
deemed to have been accepted. City 's acceptance shall be conClusive as to such work
except with respect to latent defects , fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of
any of the provisions of this Agreement including, but not limited to , Section 16
"Indemnification " and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models , designs, drawings , photographs, studies , surveys ,
reports , data , notes, computer files, files and other documents prepared , developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used , reused or
otherwise disposed of by City without the permission of the Serv ice Provider. Upon
completion , ex piration or termination of this Agreement, Service Provider shall turn over
to City 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 City utilizes for any purpose not re lated 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
Service Provider in the course of providing the Services pursuant to this Agreement ,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance " 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 .
SECTION 7. SERVICE PROVIDER'S 'BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers , books of account, invoices , vouchers ,
canceled checks , or other documents or records ev idencing or relating to work ,
servi ces, expenditures and disbursements charged to City pu rsuant to this Agreement.
RI V 114838-6958 -3880 v3 - 3 -
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures .
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours , upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business , City may , by written request,
require that custody of such documents or records be given to the City . Access to such
documents and records shall be granted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation , debt or liability of any
kind on behalf of or against City , whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City .
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neith~r City, nor any elected or appointed boards , officers, officials , employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider 's officers, employees, or ~gents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials ,
officers, employees or agents of City .
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents , shall obtain any rights to retirement , health care or any other
benefits which may otherwise accrue to City's employees . Service Provider expressly
waives any claim Service Provider may have to any such rights.
R IV #4 838-6958-3880 v3 - 4 -
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria , the specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances , regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licer:'ses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City , nor any elected or appointed boards , officers , officials ,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition ,
installation, or repair work performed on public buildings, facilities , streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including, but not limited to, inspection and land surveying work .
SECTION 12. NONDISCRIMINATION .
Service Provider shall not discriminate , in any way, against any person on the
basis of race , color, religious creed, national origin, ancestry , sex , age , physical
handicap , medical condition or marital status in connection with or related to the
performance of this Agreement.
RIV #4838-6958-3880 v3 - 5 -
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C .A. §§ 1101 , et seq., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein . Should Service Provider so employ such unauthorized aliens for the
performance of the Services , and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed , together with
any and all costs , including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it , nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly , which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services . Service Provider further covenants that in the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written consent
of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or
the appearance of any conflicts of interest with the interests of City in the performance
of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non-
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects . Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(c) City understands and acknowledges that Service Provider will, perform
non -related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section .
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential , unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
ex cept as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors , shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
RIV #4838-6958-3880 v3 -6-
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided · Service Provider gives City notice of such court order or
subpoena.
(c) If Service Provider, or any officer, employee , agent or subcontractor of
Servi ce Provider , provides any information or work product in violation of this
Agreement , then City shall have the right to reimbursement and indemnity from Service
Provider for any damages , costs and fees , including attorneys fees , caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider , 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 party
regarding this Agreement and the work performed thereunde r. City retain s the right , but
has no obligation, to represent Service Provider or be present at any deposition , hearing
or similar proceeding. Service Provider agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided
by Service Provider. However, this right to review any su c h response does not imp ly or
mean the right by City to control , direct, or rewrite said response .
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability . Whe re the law establ ishes a
professional standard of care for Service Provider's services , to the fullest extent
permitted by law, Service Provider 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 liability (including liability for cla ims , suits , actions , arbitration
proceedings , administrative proceedings , regulatory pro ceedings , 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) arise out of, are a
consequence of, or are in any way attributable to , in whole or in part , any negligent or
wrongful act , error or omission of Service Provider, or by any individual or entity for
whi ch Service Provider is legal_ly liable , including but not limited to officers , agents ,
employees or sub -contractors of Service Provider, in the performance of professional
serv ices unde r this Agreement.
(b) Indemnification for Other than Professional Liabil ity. Other than in the
performance of professional services and to the full extent permitted by law, Se rvice
Provider shall indemnify, protect, defend and hold harmless City , and any and all of its
employees, officials and agents from and against any liability (including liab ility for
claims , suits , actions , arb itration proceedings , adm inistrative 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 ar ise out of, are a consequence of, or are in any
way attributable to , in whole or in part, the performance of this Agreement by Service
Provider or by any individual or entity for which Service Prov ider is legally liab le,
RIV #4838-69 58-3880 v3 -7 -
including but not limited to officers, agents, employees or sub-contractors of Service
Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any other person or entity involved by , for ,
with or on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemn·itees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider
agrees to be fully responsible according to the terms of this section . Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or this section.
{d) Limitation of Indemnification . Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings , administrative
proceedings , regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers ,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) C ity's Negligence. The provisions of this section do not apply to claims
occurring as a result of City 's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C " "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any of
RI V 114838-6958 -3880 v3 -8-
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to Section
20 'Termination of Agreement." City acknowledges, however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and sub-contractors, if any, assigned to perform the Services prior to and during any
such performance .
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immed iately all work in progress .
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City .
(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead , the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default , the
City shall hold all invoices and shall, when the default is cured , proceed with payment
on the invoices. In the alternative , the City may, in its sole discretion , elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
RI V 114838-6958 -3880 v3 -9-
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City , court
orders , fires, floods, epidemics, strikes, embargoes , and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate ,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered , or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Media Portforlio
177 E. Colorado Blvd ., #200
Pasadena, CA 91105
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
RIV #4838-6958 -3880 v3 -10-
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement , including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code .
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs , executors , administrators ,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement , as amended , would not exceed the City
Manager's contracting authority under the Temple City Municipal Code . All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition , or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California . In the event of litigation between the Parties , venue in
state trial courts shall lie exclusively in the County of Los Angeles , California . In the
event of litigation in a U.S . District Court , venue shall lie exclusively in the Central
District of California, in Los Angeles .
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SECTION 31. 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 32. ENTIRE AGREEMENT.
This Agreement , including the attached Exhibits "A" through "C", is the entire ,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings , whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements , representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written .
CITY OF TEMPLE CITY
Bryan Cook , City Manager
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ATTEST: APPROVED AS TO FORM :
Peggy Kuo , City Clerk Er ic S. Va il, City Attorney
CONTRACTOR:
By ______________________ _
(Authorized Officer)
Name:---------------------
Title : ____________________ _
(2"d signature required if Corporation, Incorporation or Limited Liability
Corporation)
By ______________________ _
(Authorized Officer)
Name : ---------------------
Title : ____________________ _
NOTE: SERVICE PROVIDER'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 SERVICE
PROVIDER'S BUSINESS ENTITY.
RIV #4838-6 958-3 880 v3 -13 -
A notary public or other officer co mpleting this ce rtificate verifies only the identity of the individua l who
signed the document to which this certificate is attached, and not the truthfu lness, accuracy, or valid ity
of th a t document.
ALL -PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -------,...-=,.-----''L...!2:..!0::._, before me, -~=-:::-ll-::"":lrT:J=-rU7"=~-=-=-.r-r:='"T'I"::~==-:-rr.:t=~--oate Name And Title Of Off1cer (e.g. "Jane Doe , Notary Pu6hc")
personally appeared------------------------------
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted , executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the forego ing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Publ ic
OPTIONAL
Though thi s sectio n is optional, completing this information ca n deter alternation of the document or fraudulent
reattachment of thi s form to a n uninte nd ed docu ment.
CAPACIT(IES) CLAIMED BY SIGNER(S)
S ig ner's Name:
Individu a l
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Ti tl e(s) Title or Type of Document
Partner(s) Limited
Attorn ey-In-Fact
Tru stee(s)
Guardian/Conservator
Oth er:
Signer is representing :
Nam e Of Perso n(s) Or Entity(ies)
RIV #4838-6958-3880 v3
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Genera l
Number Of Pages
Da te Of Do cument
Signer(s ) Other Than Named Above
A notary public or other officer completing thi s certificate verifies only the identity of the individual who
signed th e document to which this certificate is attached, a nd no t the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
)
)
On ------,r-r::::T::::------'''--'2=0,_, before me , --,rr::-:::~.-:::-:J~r::-7"......,....=-=-=-r,.--::-"'"'lr'T':=-=-......-::--::--rT::"T":=-:-1P"''':"':':::cr.-:::"II'..-----Date Name And Title Of Offtcer (e.g. "Jane Doe, Nota ry Publt c")
personally appeared -------------.=::-=-:::r...-==..-----------------Name of Stgner(s)
who proved to me on the bas is of satisfactory evid ence to be the
person(s) whose name(s) is/are subscribed to the wi thin
instrument and acknowledged to me that he/she/they executed
the same in his /her/thei r authorized capacity(ies), and that by
his/her/their signature(s) on the in strument the person(s), or the
en tity upon behalf of which the person(s) acted, executed the
i nstrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the fo rego ing paragraph is true and
correct.
WITNESS my hand and offic ial seal.
Signature of Notary Public
OPTIONAL
Though th is section is o pti onal, completing th is informatio n ca n deter al te rn ation of the document or f raudulent
reattachment of thi s form to a n unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
S ig ner's Name:
Individua l
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Tit le or Type of Document
Partner(s) Limited
Attorney-! n-F act
Tru stee(s)
Guardian/Conservator
Othe r:
Signer is rep resenting :
Name Of Pe rson (s ) Or Entity (ies)
RIV #4838 -6958 -3880 v3
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General
Number Of Pages
Date Of Document
S igner(s) Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform architectural reviews for the followings:
A. Single-family developments
B. Small to large Multi-family development projects
C. Commercial, industrial , and mixed-use developments
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A. Teleconference with staff
B. Review memos
Ill. Based upon the design guidelines of the City, the consultant is expected to
conduct reviews to include subjects such as:
A. Compliance with required findings
B. Site planning
C . Landscaping
D. Building design
E. Context and compatibility
F. Authenticity and consistency in architectural style
G. Massing, scale, and articulation
H. Colors, materials, and finishes
I. Semi -private and public spaces
J . Pedestrian elements
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K. Off-site or on-site amenities
IV. On call design assistance
May include informal teleconference , correspondence, research , sketches ,
images, and graphics preparation
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Rick Abe AlA
B. Erin Ung
C . George Ruiz AlA
D. Desiree Harbaugh CID
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EXHIBIT "8"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
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PROPOSED FEE
BUILDING AREA EXPECTED OR AVE.
PROJECT TYPE NO. O F UNITS COST OF INITIAL
DESIGN MEMO
COMMERCIAL/ APPROXIMATELY ES T 12 HOURS
INDUSTRIAL 10,000 SQ FT $1800
MULTI -FAMILY 4-DWELLI NG UNITS EST 16 HOURS
DEVELOPMENT $2400
SINGLE -FAMILY 3.500 SQ FT EST 8 HOURS
RES IDE NTIAL S1200
MIXED-USE 69 DWELLING UNITS EST 24 HOURS
DEVELOPMENT 10,000 SQ FT $3600
NOTE, FEE S BASED ON A BLENDED HOURLY RATE OF $150/HR
B-1
EXHIBIT "C"
INSURANCE
A. Insurance Requirements . Service Provider shall provide and maintain
insurance , acceptable to the City, in full force and effect throughout the term of th is
Agreement , against claims for injuries to persons or damag es to property which may
ari se from or in connect ion with the performance of the Services by Service Provider, its
agents, representatives or employees . Insurance is to be placed with insurers with a
current A .M . Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked " requirements are applicable and Service Provider shall
provide the following scope and limits of insurance :
1. Minimum Scope of Insurance . Coverage shall be at least as broad
as:
---X_ Commercial General Liability. Insurance Serv ices Office form Commerci al
General Liability coverage (Occurrence Form CG 0001 ).
Automobile Liability . Service provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bod ily injury
and property damage for all activities of the Service Provider arising out of or in
conn e ction with work to be performed under this Agreement, includ ing coverage
for any owned, hired, non-owned or rented vehicles.
)( Workers ' Compensation . Workers' Compensation Insurance (Statutory Lim its )
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. Profess ional liability insurance
appropriate to the Service Provider's profession. This coverage may be written
on a "claims made" basis , and must include coverage for contractual liab ility.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's serv ices or the termination of this
Agreement. During this additional three (3) year period , Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with th is Agreement. Any policy
inception date, continuity date , or retroactive date must be before the effective
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date of this agreement and Service Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2 ,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000 ,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1 ,000,000 per
occurrence and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability . $1,000,000 per claim and in the
aggregate.
B. Other Provisions . Insurance policies required by this Agreement shall
contain the following provisions :
1. All Policies. Each insurance policy required by this Agreement shall
be endorsed and state the coverage shall not be suspended , voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by certified mail, return receipt requested, has been given to
City .
2. Commercial General Liability and Automobile Liability Coverages .
(1) City, and its respective elected and appointed officers ,
officials , and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs ; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers , officials, or employees.
RI V #483 8-6958-3880 v 3
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(2) Service Provider'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.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage , limits or other
requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive , or to the
exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher
limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Vendor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
(4) Coverage provided by the CONTRACTOR shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City , and its respective elected and appointed officers , officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies ,
at any time.
RIV #4838-6958-3880 v3
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1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to an9
approved by City . At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Serv ice Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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