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HomeMy Public PortalAbout06) 7C First Amendment to Agreement with Goodale ArchitectureAGENDA ITEM 7.C. MANAGEMENT SERVICES DEPARTMENT MEMORANDUM DATE: February 19, 2019 TO: The Honorable City Council FROM: Bryan Cook , City Manager Via: Brian Haworth , Assistant to the City Manager SUBJECT: FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT NO. 18-064 WITH GOODALE ARCHITECTURE+ PLANNING RECOMMENDATION: The City Council is requested to : 1. Approve a first amendment to the professional services agreement with Goodale Architecture + Planning for on-call architectural , planning and urban des ign services in a total amount not to exceed $64 ,999 . 2 . Designate $40,000 from the General Fund Reserve (undesignated fund ba lance ) to Account No . 01-910-42-4231 : Profess ional Services . BACKGROUND: 1. In June 2018 , the City Manager entered into a $24 ,999 professiona l services agreement with Goodale Architecture + Planning for on-call architectural and urban design services . Resultant work products to date include: • Site and development concepts for the City 's Pri mrose properties . • Beautification conceptual studies for Las Tunas Drive . • Design concepts for an entry monument at Las Tunas Drive/Baldwin Avenue . • Interior space planning for the Chamber of Commerce office relocat ion . 2 . On Nov . 15 , 2018 , Council reviewed proposed redevelopment concepts for the Primrose properties , as well as potentia l streetscape beautification elements for Las Tunas Drive . Staff was directed to further proceed with both proj ects , which likely require additional urban design service s from Goodale Arch itecture + Planning . City Council February 19 , 2019 Page 2 of 2 3 . On Feb . 5, 2019-and as part of a larger Council discussion regard ing new park development citywide-staff was directed to explore redevelopment concepts f or the City-owned Chamber of Commerce property . As this assignment requ ires special ized planning and urban design serv ices , staff is proposing to con tract w ith Goodale Architecture + Planning because of its exper ience with sim il ar proj ects (i .e ., conceptual reuse studies for the City 's Primrose propert ies and former Temple City Mortuary site). ANALYSIS: As Council continues its focus on downtown revitalization , the on-call services of Goodale Architecture + Planning play a critical role i n guiding strategic improvements . As projects seeped under the existing agreement will soon be completed and invoiced at $24 ,999 , the requested amendment provides addit ional funding for ot her work deemed necessary by the City Manager (Attachment "A "). Furthermore , the amendment would incorporate new insurance and indemnity provisions required by Goodale Architecture+ Planning , of which terms are now the standard for all City agreements . CITY STRATEGIC GOAL: Actions contained in this memorandum align the strategic goals of economic development , quality of life and good governance . FISCAL IMPACT: This memorandum requests a $40 ,000 appropriat ion from the General Fund Reserve (unassigned fund balance). ATTACHMENT: A First Amendment to Professional Services Agreement No . 18-0 64 FIRST AMENDMENT TO AGREEMENT FOR SERVICES by and between th e CITY OF TEMPLE CITY and ATTACHMENT A GOODALE ARCHITECTURE + PLANNING D at ed Fe bru ary 18 ,20 19 FIRST AMENDMENT TO AGREEMENT FOR SE RV ICES This First Amendment to the Agr eement (""Firs t Amendment"), which is dated fo r 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 Goodale Architecture + Planning, as follows: RE C IT ALS A. City and Ser v ice Pro v id e r entered in a n agreement for services on June 8, 2018 ("Agreement"). The Agreement prov ides that Service Pro v ider wi ll perform on-call architectural and urban design servic es. B. Section 4 provid es a total compensation amount not t o exceed twenty four thousand nine hundred and ninety-nine dollars ($24,999). C. This First A mendme nt amends Sec ti on 4 of the Agreement to set a total compensation amount not to exceed s ixty fo ur thousand nin e hundred and nin ety-nine dollars ($64,999). D. This First A m endment a lso amends Section 16 of the Agreement to modify the indemnification terms so that the y will comp ly with new standards required of the C ity by it s insurers. E. This First Amendme nt finally amends Section 17 of t he Agreement to modify certain lan g uage related to insurance to better comply w ith standards requ ired of the City by its insurers. OPERATIVE PROVISIONS NOW, THEREFORE, in consider ati on of the promises made and recited herein , the parties do hereby ent e r into thi s First A m e ndment, w hi ch modifi es and amends the Agreement as follows: 1. AMEN DMENT. The Agreement is here by modified and amended as follows: SECTION 4. COMPENSATION AN D METHOD OF PAYMENT : Subject to any limitations set forth in this Agreement , C ity agrees to pay Service Provider the amounts specified in Exhibit ··B" '·Co mpensation" and made a part of t hi s Agreement by this reference. The total compensation, including reimbur sement for actual expenses, shall not exceed s ixty four thousand nine hundred and n inety nine dollars ($6-,999 ) unless additional compensation is approved in writing in accordance with Section 26 "Administration and Impl ementation" or Section 28 "Amendment'. of this Agreement. 1.2 Indemnification. Sectio n 16 of the Agreement is hereby amended to read as follows: (a) Indemn ifi cati on for Professional Liability . Where the law establishes a professional standard of care for Service Provider's services, to the fullest extent permitted by law, Serv ice Provider shall indemnify, -2- pro tec t, defend and ho ld harm less C ity a nd a ny a nd all of it s offic ia ls, employees and a ge nts ('"I nd emnified P arti es'") fro m a nd again st a ny a nd all li a bili ty (incl uding li abili ty fo r c la im s , suits, acti o ns, a rbitrati o n proceedi ngs, ad ministrative proceed ings, reg ul a tory proceed in gs, losses, e xpe nses or costs of any kin d , w hethe r actua l , a lle ged or threat ened , includ in g a tto rneys ' fees and costs, co urt costs, inte rest, d efense costs, and expert w itn ess fees) arise o ut of, a re a consequenc e of, or are in any way attributab le to , in who le o r in part, any negl i gent or wro ngfu l act, eiTo r or omissi o n of Serv ic e Provide r, o r by a ny indi v idu al o r e ntity for w hi c h Se rv ice Provi de r is l egall y li ab le, including bu t no t lim ited to officers, age nts, e mpl oyees or s ub -Service Providers of Ser v ice Provide r , in t he p erfo rm ance of professi on al serv ices und er thi s Agr eem e nt. (b) Inde mnifi c ati o n for O ther t ha n Pro fessional Li a bility. O the r th an in th e perform ance o f profession a l services an d t o the fu ll extent p erm itte d by law, Service Provi d er s ha ll ind e mni fy , protect, defend and ho ld harmless C ity, an d an y an d a ll of its employees , offi c ia l s and agent s fro m and aga in st any lia bility (i ncluding li a bili ty fo r claims , s uits, acti on s, ar b itrati o n pro cee d in gs, adm inistrati ve proceedings, regulatory proceed in gs, losse s, e xpe n ses or costs of any kind , w hethe r actual, a ll eged or threatened, including attorney s' fees an d costs, court costs, inte rest , de fe nse costs, and expert wi t ness fees), w he re t he sam e a r ise o ut of, a re a con seque nce of, or a re in any way a ttribu ta bl e to , in w h ole or in part, th e perfotmance of thi s Agreement by Serv ice Prov id e r o r by a ny indiv idua l o r ent ity for w hich Se rv ice P rovider is legall y lia bl e , includ ing but n o t limite d to officers, age nts, employees o r sub -Se rv ice Providers of Service P rovid e r. (c) Indemnifica t io n fro m Su b-Servi ce Provi d ers . Service Prov ider a g re es t o obta in executed inde m nity agre e m ents w ith provis ions identical t o th ose set forth in thi s secti on f rom ea ch and every Sub-Service Provi d er or any oth er p erson or e ntity in vo lved by, fo r, w ith or o n beh alf of Serv ice Provid er in th e perfo rma nce of this Agreem e nt n aming t he In demnifi e d Parties as additi o nal ind e mni tees. In t he even t Serv ice Pr ovider fai ls t o o btain suc h inde mni ty o b ligations fro m othe rs as requ ired herei n , Service Provid e r agrees to b e f ull y resp o n s ibl e accord ing t o th e terms of th is sectio n . Fail ure of C ity to mo nitor compliance w ith t hese require me nt s imposes no a dditi o na l obl igations on C i ty and w ill in no way act as a wai ver of any ri ght s hereund er. Thi s o bli gati o n to ind e mnify and defend C ity as set forth he rei n is bin d ing on t he su ccessor s, ass igns o r he ir s of Serv ice P rovider and s h al l s urv ive th e te rmin ati on of thi s Agreement o r th i s secti o n. (d ) L imitatio n of Ind e mni ficatio n. Notwithsta nd in g any provision of thi s secti on to t he contrary, desig n p rofessio na ls a re required to defend and ind emnify the C ity o n ly t o the ext ent permi tted by C ivi l Code Secti o n 2782 .8, w hic h limits the li a bi lity of a desig n profess io n a l to claims, suits, -3 - action s, a rbitration pro ceed in gs, a dmini strat ive proceedings, regulatory proceedings, losses, expenses or costs that ari se out of, pertain to, or relate to the negl igence, recklessness. or w ill ful m isco nduct of th e des ign professiona l. The term .. des ig n professional,'. as defined in ection 2782.8 , is limi te d to li censed ar chitects, licensed landscape arch itec t s, re g istered professional eng in eers, professional land surveyo rs, and the bu s in ess e ntities that offer s uc h services in accordance with t he app lica b le prov is io ns of the Cali forni a Business and Profess io ns Cod e. (e) C ity's Negli g e nce. The prov ision s of thi s section do not ap pl y to claims occurring as a result of Ci ty ·s so le negligence. The provisions of thi s secti on s hall no t re lease C ity from liab ili ty arising from g ross ne g lige nc e or w ill fu l acts o r o mi ssions of City or any and all of its official s, employees and agents. 1.3 Insurance. Secti on 17 of the Agreement is hereby amended as fo ll ows: Serv ice Provider agre es to obtain and ma in ta in in fu ll force and effect during th e term of thi s Agreement the ins urance po l icies set forth in Exh ib it '·C" '·Insurance·' and m ade a part of thi s Agreement. All in surance po lici es s ha ll be s ubject to approval by City as to fo rm and content. These req uire m e nt s a re subj ect to amendment or waiver if so approved in writing by the C ity Manager. Service Provide r agrees to provide City with copies of required po l icies upon requ est. 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as spec ificall y mod ified and amended in th is F ir st Amendment, the Agreeme nt remains in full force and effect a nd binding upon the parties. 2.2 Integration . This F ir st Amendm e nt co ns is ts of pages 1 throug h _ inclusive, which const itute th e e n tire understanding a nd agreement of the parties and supersed es a ll nego ti ati o ns o r previo u s agreements between th e parties w ith resp ect to all o r any part of t he tran sacti on d iscussed in thi s Fi rst Amendme n t. 2.3 Effective Date . T hi s F irst Amendme nt s ha ll not become effective until the date it has been for ma ll y approved by th e C ity Counc il and exec uted by the appropriate aut h orities of the C ity a nd Serv ice Prov id er. 2.4 Applicab le Law. T he Jaws of the State of Ca lifornia s hall govern the interpretation and e nfo rcement of thi s First Amendment. 2.5 References . A ll refe re nce s to the Agreement in c lud e a ll the ir respective terms a nd prov is io ns . A ll d e fin ed t e rm s utili zed in thi s First Amendment have the same meaning as provided in th e Agreement, unless ex pressly st a ted to th e contrary in t hi s F irst Amendment. -4- IN WIT NESS WHEREOF, the pa rti es hereto have execu ted th is First Ame ndment to the Agreement on the date and year first wri tte n above . ATTEST: Peggy Kuo, City C lerk APPROVED AS TO FORM Eric S. Va i l, City A tt o rney C ITY: TH E CITY OF TEMPLE CITY By: __________ _ Bryan Coo k , City Manager SERVI CE PROVIDER: By: ____________________________ _ Name: -------------------------- T itl e:-------------------------- (2 "d s ignature required if C orporation, Incorpora tion or Limited Liability C orpo ratio n) By: ____________________________ _ Name: -------------------------- Title:-------------------------- -5- 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 ENT ITY . -6 - A notary pu bl ic o r o ther offi cer co mpl eti ng thi s certifi cate verifies only the identity of the ind ividu al who s igne d t he docum ent to whi ch thi s certifi cate is attac hed , and not the tr uthfu ln ess, accurac , o r val idi of that doc ument. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) On __________________ ~2=0~------------------------------------------- beforeme, __ ~----------------------------------------~~~~~~~~~~~· Date Name And T 1Ue Of OffiCer (e g Jane Doe Notary Pub liC") personally appeared ____________________________ ----:-:----:-::----:--:-------------- Name of S•g ner(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 i nstrument and acknowledged to me that he/she/they executed the same in his/he r/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. S1 gnat ure of Notary Public OPTIONAL Though this section is optional , completing this information can deter alterna tion of th e docu ment or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : 0 Individual 0 Corporate Officer T itle(s ) 0 Partner(s) 0 Attorney-In-Fact 0 Trustee(s) 0 Guardian/Conservator 0 Other: Signer is representing : Name Of Person(s) Or Enti ty(ies) 0 Lim ited 0 Gen eral DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number Of Pages Date Of Document Signer(s) Other Than Named Above A notary public or othe r officer comple tin g thi s ce rtifi cate verifies onl y the identity of the indiv idual who s igned th e document to which th is certificate is attac hed, a nd not the truth fu lne ss, accurac , or val idi of that doc ument. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) On 20 before me , -----=----------------------.,.,.------:--:-::---:-:-:=-----,------' Date Name And Tolle Of OffiCer (e g Jane Doe Notary Pubhc·) personally appeared ------------------,---:-::----,-.,------------- Nam e of Sogner(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 au th orized capacity(ies), and that by his/her/their s ign ature(s) on the instrument the person(s), or the ent ity upon behalf of which the person (s) acted , executed the in strume nt. I certify under PENALTY OF PERJURY under the laws of the State of Ca lifornia that the foregoing paragraph is true and correct. WITNESS my hand and offic ia l sea l. $1g nature of Notary Pubhc OPTIONAL Though this section is optio nal , comp leting th is info rmation can deter alterna ti on of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : 0 Individua l 0 Corporate Officer Title(s) 0 Partner(s) 0 Attorney-In-Fact 0 Trustee(s) 0 Guardian/Conservator 0 Other: Signer is represent ing : Name Of Person(s) Or Entity(ies ) 0 Limited 0 General DESCRIPTION OF ATTACHED DOCUMENT Title or Type o f Document Number Of Pages Date Of Document S igner(s ) Other Than Named Above 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 is an assigned pol icyholders ' 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 : Commercial Genera l Liability . Insurance Services Office form Commercial General Liabil ity 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 bodily injury and property damage for a ll activ ities of the Service Provider arising out of o r in connect ion with work to be performed under this Agreement, including coverage for any owned , hired , non-owned or rented vehic les . Workers ' Compensation. Workers' Compensation Insurance (Statutory Limits ) 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 . Professional liab ility 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 insurance must be ma intained fo r at least three (3) consecutive years following the completion of Serv i ce Provider 's services or the termination of this Agreement. During this additional three (3) year period , Serv ice Provide r shall annually and upon request of the City submit written evidence of th is continuous coverage . Service Provider shall maintain profess ional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date , cont inuity date , or retroactive date must be before the effective date of this ag reement and Service Provide r agrees to maintain continuous coverage through a period of no less than th ree years after complet ion of the services required by this agreement. 1. Minimum Limits of Insurance . Service Provider shall maintain limits of i nsurance no less than : (1) Commercial General Liability . $1 ,000 ,000 per occurrence , $2 ,000 ,000 general aggregate for bodi ly injury , personal injury and property damage . (2) each accident. Automobile Liabi lity . No less than $1 ,000 ,000 comb ined s ingle limit for (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 l imits of at least $1,000 ,000. (4) Professional Liabi lity. $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 sha ll 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 . Commercia l General Liabi li ty 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 automobi les 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. (2) Service Provider's insurance shall app ly 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 con tained 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 insura nce . Specific reference to a given coverage feature is for purposes of clarification on ly as it pertains to a given issue and is not intended by any party or insured to be all inclusive , or to th e exclusion of other coverage , or a waiver of any type. If the Service Provider mainta ins higher lim its than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Service Provider. 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 Service Provider shall be primary and any insurance or self-insura nce or maintained by Agency shall not be requ ired to contribute to it. The limits of insuran ce required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insuran ce sha ll conta i n 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 insura nce or self-insurance shall be called upon to protect is as a named insured . (5) An y failure to comply with the reporting or other prov1s1ons of the insurance policies , includ ing breaches of warranties , shall not affect coverage prov ided to City, and its respective elected and appoi nted officers , officials , employees or volunteers . 3. Wo rkers' Compensation Coverage . Unless the C ity Manager otherwise agrees in writing , the insurer shall agree to waive a ll rights of subrogation against City, and its respective elected and appointed officers , officials , employees and agents for losses ari sing 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 prov isions of this contract have been complied with . The City may require that Service Prov ider 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 cop ies of a ll requ ired insurance policies , at any time . 1. Service Provider shall furn ish certificates and endorsements from each subService Provider 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 Prov ider 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 pol icies of insurance shal l not be construed to limit Service Provider 's liability hereunder nor to fulfil l the indemnificat ion provisions and requirements of this Agreement.