HomeMy Public PortalAbout04) 7B First Amendment to Professional Services Agreement with R3 Consulting Group, Inc.AGENDA
ITEM 7.8.
ADMINISTRATIVE SERVIC ES DEPARTMENT
MEMORANDUM
DATE: December 18, 2018
TO: The Honorable City Council
FROM: Bryan Cook, City Manager
By : Susan Paragas, Administrative Services Director
SUBJECT: FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
NO. 18-042 WITH R3 CONSULTING GROUP, INC.
RECOMMENDATION:
The City Council is requested to authorize the City Manager to execute a contractual
first amendment (Attachment "A") with R3 Consulting Group , Inc. to:
1. Increase the total contract amount by $20,000, for a total of $44,999; and
2 . Extend the term of the original agreement ("Agreement" -Attachment "B") to June
30, 2019.
BACKGROUND:
1. On January 9, 2018, the City and R3 Consulting Group, Inc. ("R3") entered into an
agreement for consultant services in relating to waste hauling services for a total
amount of $24 ,999.
2. On November 6, 2018 , Council approved a budget amendment of $20,000 in
anticipation of the need to continue R3's consulting services.
ANALYSIS:
The requested contract amendment complies with the City's purchasing policy which
requires the City Manager to receive formal Council approval on professional services
agreements that exceed costs of $24,999 . The additional cost of $20,000, due to the
need of continued services from R3 , goes above the City Manager's authorization
threshold, increasing R3's total contract amount to $44,999.
Additionally, the Agreement expired on June 30, 2018 . Therefore, it is requested that
the term of the Agreement be amended retroactive to July 1, 2018 with a new
termination date of June 30 , 2019 as services are still needed .
City Council
December 18, 2018
Page 2 of 2
CITY STRATEGIC GOALS:
Actions contained in this report align with the City's strategic goal of good governance.
FISCAL IMPACT:
There is no additional fiscal impact for FY 2018-2019 as a $20,000 budget amendment
was approved by Council on November 6, 2018.
ATTACHMENTS:
A. First Amendment to Services Agreement between City and R3.
B. Original Service Agreement between City and R3.
ATTACHMENT A
FIRST AMENDMENT TO AGREEMENT FOR SERVICES
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by and between
the
CITY OF TEMPLE CITY
and
R3 CONSULTING GROUP, INC.
Dated December 18, 2018
ATTACHMENT A
FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This First Amendment to the Agreement ("First Amendment"), which is dated for
reference as indicated on the cover page, is hereby entered into by and between the CITY OF
TEMPLE CITY, a California charter city ("City"), and R3 Consulting Group, Inc. ("Service
Provider"), as follows:
RECITALS
A. City and Service Provider entered in a $24,999 agreement for services on January 9, 2018
("Agreement" -Exhibit I). The Agreement provides that Service Provider provides
consulting services in relation to waste hauling negotiations.
B. On November 6, 2018, City Council approved a budget amendment of $20,000 for
additional cost of services.
C. On December 18, 2018, the City and Service Provider entered into this First Amendment
to the Agreement so that Service Provider can continue to provide consulting services for
an on-going waste hauling negotiation at an added compensation of $20,000 (or, a total
contract amount not to exceed $44,999. Furthermore, this First Amendment extends the
duration of the Agreement from July I, 2018 to June 30, 2019.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment, which modifies and amends the Agreement as
follows:
I. AMENDMENT. The Agreement is hereby modified and amended 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 retroactive
to July I, 2018 and will expire on June 30, 2019.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT: Subject to any
limitations set forth in this Agreement, City agrees to pay Service Provider a total
compensation of $44,999.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except specifically modified and amended in this First
Amendment, the Agreement remains in full force and effect and binding upon the parties.
2.2 Integration. This First Amendment consists of pages I to page 6 inclusive, which
constitute the entire understanding and agreement of the parties and supersedes all negotiations
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ATTACHMENT A
or previous agreements between the parties with respect to all or any part of the transaction
discussed in this First Amendment.
2.3 Effective Date. This First Amendment shall not become effective until the date it has
been formally approved by the City Council and executed by the appropriate authorities of the
City and Contractor.
2.4 Applicable Law. The laws of the State of California shall govern the interpretation
and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective terms and
provisions. All defined terms utilized in this First Amendment have the same meaning as
provided in the Agreement, unless expressly stated to the contrary in this First Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY:
ATTEST:
Peggy Kuo, City Clerk
APPROVED AS TO FORM
Eric S Vail, City Attorney
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THE CITY OF TEMPLE CITY
By:~------~~------------~
Bryan Cook, City Manager
NOTE:
ATTACHMENT A
CONTRACTOR:
R3 Consulting Group, Inc.
By: ______________________ __
Name: __________________ __
Title: __________________ _
By: ______________________ __
Name: --------------------
Title: __________________ _
CONTRACTOR'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
CONTRACTOR'S BUSINESS ENTITY.
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ATTACHMENT A
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate 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
0 n ------.=,...----'---"2"'0_, before me, ---.~=-'-'""...,.,'-""'"'='"'"""~"""'""""""""'""=""'""""""""--a e Name And llfle Of Otlrcer (e.g. "Jane Doe, Notary Public)
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 foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s) ·
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
RtV #4838-6958-3880 v3
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Date Of Document
Signer(s) Other Than Named Above
ATTACHMENT A
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate 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
0 n ------,-,=--~-"2'-"0'----'' before me, ----,cro;;;;;-,'""Tm<""-rm=~"""=""'""""";-;;;-,"""'"""'---a e -Name And Iitie Of Officer (e.g. 'Jane Doe, Notary Public)
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.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-ln-F act Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
RIV ff4838-6958-3880 v3
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Date Of Document
Signer(s) Other Than Named Above
RIV 1/4838-6958-3880 v3
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ATTACHMENT A
EXHIBIT 1
Agreement for Services by and between
the City of Temple City and R3 Consulting Group, Inc.
(See Attached)
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
A municipal corporation
And
R3 CONSULTING GROUP, INC.
ATTACHMENT B
I
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
R3 CONSULTING GROUP, INC.
This Agreement for Services ("Agreemenf') Is entered Into as of this 9th day of January,
2018 by and between the City of Temple City, a municipal corporation ("City") and R3
Consulting Group, Inc. ("R3"#), 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 direct negotiation 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 commences on the dale first ascribed above and shall terminate on
June 30, 201 B, or when the Scope of the Services Is completed, whichever occurs first, unless
extended by the parties.
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.
SECTION4. 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 Twenty Four Thousand Nine Hundred Ninety Nine dolla·rs ($24,999),
less 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 charged
by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and
sub-Service Provider contracts. Sub-Service Provider 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 shalllndependentiy 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 theterms 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 resubmisslon.
(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 to be paid
within forth-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 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 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 flies, 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 ma,intaln any and all ledgers, books of account, Invoices, vouchers, canceled checks, or
other documents or records evidencing onelatlng 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 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 audtts 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 tts 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.
SECTION9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that It has the qualifications, experience and
facUlties 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 abiUtles, 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; PERMITES 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.
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, "constructions" includes work performed
during the design and preconstructlons 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 ttie 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.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions of .the
Federal Immigration arid Nationality Act, 8 U.S.C.A. §§ 1101, ll.l §Jill., 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 princlpl;ll of Its firm,
has or shall acquire any Interest, directly or Indirectly, which would conflict in any manner with
the Interested 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
· interested 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 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 Service
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 frorn 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 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 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 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 claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actul')l, 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 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 attorneys fees and costs,
court costs, Interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are In any way attributable to, In whole or in part, the performance of this
Agreement by 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 Sub-Service Providers. Service Provider agrees to obtain
executed indemnity agreements with provisions Identical to those set forth in this section from
each and every sub-Service Provider 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 here in, 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 indemnity 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 licenses 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 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 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 Immediately all work in process.
(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 fall 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 2~. 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 Senilce Provider of
the default and the reasons for 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.
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: R3 Consulting Group, Inc.
Attn: Richard Tagore-Erwin
1512 Eureka Road, Suite 220
Roseville, CA 95661
Notice .shall be deemed effective on the date personally delivers~ or transmitted by
facsimile or, If mailed, three (3) days after deposit of the same In the custody of the United
States Postal Service.
SECTION25. 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.
SECTION26. 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.
SECTIO~ 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 bewalved 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.
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, included 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 provislon(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, If the terms of t~is 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 Agreem~nt shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
and year first-above written .
ATTEST:
Peggy Kuo
CITY OF TEMPLE CITY
--~·.~/ (_ :/--<:::___·
Bryan Cool<
City Manager
City Clerk Q.. -(p .. 20 L~
R3 CONSULTING GROUP, INC.
By:~~--~---
Richard Tagore-Erwin
Its: Principal
NOTE: SERV!CE 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 ~EGULATJONS APPLICABLE TO SERVICE PROVIDER'S
BUSINESS ENTITY.
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A Participate in negotiation sessions with th_e City's Negotiation Team, and
Athens.
B. Provide analysis of the franchise agreement between the City and Athens'
related to the provision of solid waste management services.
C . Provide analysis of service changes as proposed by Athens.
D. Provide analysis of franchise agreement amendments as proposed by Athens.
E. Provide financial and customer rate analysis of Items B and C above In terms
of short-and long-term Impact to the City and the City's rate payers.
F. Assist In preparing draft franchise agreement language.
G. Assist In preparing written materials for discussion and/or presentation to C ity
Council.
H. Other duties as may be assigned by the City Manager.
II. As part of the Services , Service Provider will prepare and deliver the following
tangible work products to the City:
A Participation In meetings {on-site , or via conference call) with the City's
Negotiation Team and Athens.
B. Written letter reports and/or memos covering the topics Included In "I " above.
C. Assistance In preparing draft franchise agreement language.
D. Participation I presentations to City Council , as needed.
Ill. During performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status reports:
A Status calls with the City Manager.
B. E-mail correspondence with the City Manager.
C. Monthly Invoices .
IV. The tangible work products and status reports will be delivered to the City
pursuant to the following schedule:
A. Reports, memos , on -site, or In person meetings will be scheduled as
determined by the City Manager.
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Richard Tagore-Erwln , William Schoen, Principals.
B. Mark Alpers, Sr. Project Manager.
C . Rose Radford, Carrie Baxter, Nlkhll Tagore-Erwln, Associates.
D. Janet Barile, Administrative Support.
VI . Service Provider will utilize the following subcontractors to accomplish the
Services:
A. R3 will not be using any subcontractors.
CONSULTING GROUP, INC.
RESOURCES· RESPECT· RESPONSIBILITY
2018 Billing Rates and Charges
-------------------------
R3 CONSULTING GROUP
Category Hourly Rate 1
Principal I Project Director $205 per hour
-
Senior Project Manager $185 per hour
Project Manager $160 per hour
----
Senior Project Analyst $145 per hour
-·-·--·--------------
Project Analyst $135 per hour
--
Associate Analyst $120 per hour
--
Administrative Support $100 per hour
REIMBURSABLE COSTS
·-··-····--------------------·--------·-····-·-·--·-····-----------·· --···-·-. --~ L ·-00 -·---
Consultants/Subcontractors Cost plus 10%
Lodging and meals Direct cost
1----
Travel -Private or company car $0.535 per mile
Travel -Other Direct cost
Delivery and other expenses Direct cost
-
1 We charge 150% of the above hourly rates for expert witness services Including
deposition, testimony, etc.
Payments
Unless otherwise agreed in writing, fees will be billed monthly at the first of each month
for the preceding month and will be payable within 30 days of the date of the invoice.
Escalation
Fees will be escalated annually in accordance with the change in the Consumer Price
Index. ·
EXHIBIT "C"
INSURANCE
A. Insurance Begylremeots. Service Provider shall provide and maintain
Insurance, acceptable t9 the City, In full force and effect th,roughout the term of this
Agreement, against claims for Injuries to persons. or, damages to property which may
atlse 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. Mlnlm.um Scope of Insurance. Coverage shall be at least as broad
as:
(1) Commerolal General Llabllltv. 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 11any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensatloo. 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
Agreement.
(4) professional Liability. Professiona l 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 be endorsed to be
applicable to claims based upon , arising out of or related to Services performed under
this Agreement. The Insurance must be maintained for at least three (3) consecutive
years following the completion of Service· Provider's services or the te~mlnatlon 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 Llabllltv. $1,000,000 general
aggregate for bodily Injury, personal Injury and property damage.
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(2) Automobile. $1,000,000 per accident for bodily Injury and
property damage. A combined single limit policy with aggregate limits In an amount of
not less than $2,000,000 shall be considered equivalent to the said required mlnlmutn
limits set forth above.
. (3) WorJsers' Compensat!Qn, Workers' Compensation as
required by the labor Code of the State of California of not less than $1,000,000 per
occurrence.
(4) frofesslonal Llabjllty. $1,000,000 per occurrence.
B. Other froylslons. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Pollcle§. 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 mall, return receipt requested, has been
given to City.
2. Commercial General Liability and Automobile Llabl!ltv 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 speclalllmltatrons on the scope of protection afforded to
City, and their respective ~leoted and appointed officers, offlolals, or employees .
(2) Service Provider's Insurance coverage shall be primary
Insurance with respect to City, and Its respective elected and appointed, Its officers,
officials, e~ployees 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
RIV N483C!·:U IO·SI88 Y2 C-2
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provided to City, and Its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Comp~msqtlgn Coverage . Unless the City Manager
otherwise agrees ln 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. Qther·Beqyfrements. 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 anytime.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductlbies or selfwlnsured retentions must be declared to and
approved by City. At the option of City, ~lther the Insurer shall reduce or eliminate such
deduotlbles 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 lnv.estlgatlons, claim
administration, defense expenses and claims.
3. The procuring of such required polloy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
lndemnlfloatlon provisions and requirements of this Agreement .
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