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HomeMy Public PortalAbout7E Public Art AdvisoryCity Council October 16, 2012 Page2 4. In March 2012, the PAAG began work with staff to draft an ordinance that establishes an Arts in Public Places Program (otherwise known as a public art program). Research focused on best practices and lessons learned from those municipalities with recently adopted public art programs (i.e., the cities of Pomona, Napa and Coachella). 5. In May 2012, staff presented PAAG with two draft ordinances-one that creates a public arts program, the other which establishes a funding mechanism for the acquisition and maintenance of public art. The consensus was to move forward with a public arts ordinance. Policy direction required of the funding ordinance was to be considered at a later date by the Public Arts Commission (which would be established upon adoption of the public arts ordinance). 6 . On June 19, 2012 as part of the adopted FY 2012-13 City Budget, the Council approved a $15,000 carryover for public art advisory services (Acct. No. 01-91 0- 42-4231 ). These services would support development of an annual Arts in Public Places Plan (required by the public arts ordinance), as well as assist the Public Arts Commission in recommending (to the Council) a funding mechanism that provides long-term solvency for public art acquisition and maintenance. 7. On June 25, 2012, staff completed an informal bid process for public art advisory services. Proposals were received from four firms (i.e., Barker + Associates , Elwood and Associates, Green Public Art Consultancy, and Underwood and Associates) with reviews conducted by Brian Haworth, Assistant to the City Manager; Steve Masura, Community Development Director; and Jessica Hsu, Management Analyst. Elwood and Associates was ultimately selected for their comprehensive experience in public arts administration . A partial listing of the firm's clients includes the cities of Los Angeles, Pasadena and Santa Fe Springs; and the Metro Gold Line Foothill Extension Construction Authority. 8. On August 7, 2012, the City Council conducted a public hearing and first reading to consider adoption of Ordinance No. 12-960, which establishes a Public Arts Commission and public arts program. A second reading of the Ordinance was subsequently conducted on August 21, 2012. In both instances, no public comment was received . 9. On September 20, 2012, Ordinance No. 12-960 took effect establishing a Public Arts Commission and public arts program for Temple City. 10. On October 4, 2012, staff finalized a scope of services for Elwood and Associates to implement the public arts ordinance, and move forward design and fabrication of the proposed Rosemead Boulevard public art seating nodes. City Council October 16, 2012 Page 3 11. On October 8, 2012, staff issued a news release recruiting applicants for the new Public Arts Commission . A legal notice of the recruitment was also sent to the Temple City Tribune for posting in their October 11 and October 25, 2012 issues. Deadline for applications is November 9, 2012, with the Council to name new commissioners at their December 4, 2012 meeting. ANALYSIS: Based on research of communities with public arts programs, public art enriches and defines a community's identity by developing a collection of artworks that have a strong and inherent aesthetic quality. These works have the ability to represent diverse community values, and a wide range of artistic styles and disciplines. Furthermore, communities with public art have witnessed marked improvements in economic development through the revitalization of the urban centers and overall improvement in business climate. Well-conceived public art can increase property values, help lease space more quickly, enhance a city's corporate image, promote cultural tourism, and provide a visible and lasting contribution to the community. With recent adoption of a public arts ordinance, the City is now in a position to move forward with a formalized public arts program. Entering into an agreement with Elwood and Associates will chart a course by providing critical support to staff and the Public Arts Commission, including assistance in the selection of Commission members, the development of public art guidelines and moving forward a vision for public art. Their services will also assist the Commission in finalizing an annual work plan, which includes a recommended percent-for-art fee ordinance; as well as guide in finalizing the design and artistic selection process for three new public art seating nodes along Rosemead Boulevard. The following provides a summary of tasks to be performed by Elwood and Associates. Task 1 : Commission Formation (October to December 2012) Elwood and Associates will assemble an outside panel of local public arts professionals to interview candidates for the Public Arts Commission . The consultant will also work with the panel to finalize interview questions and provide the Council with a list of five recommended Commission candidates. Task 2: Administrative Guidelines and Project Positioning (December 2012 to February 2013) Elwood and Associates will work with City staff, the newly seated Commission and the City Council to develop necessary guidelines that assist the Commission City Council October 16, 2012 Page4 and Council in reviewing and selecting public art works. Furthermore, the consultant will begin assessment activities in developing the annual arts plan, and finalizing a timeline that integrates the selection of the three public art seating node designs into the Rosemead Boulevard construction schedule. Task 3: Program Vision and Annual Plan (December 2012 to April 2013) Elwood and Associates will facilitate discussions with the Commission to define a vision and values for the City's new public art program. The context defined by the exercise will assist in the development of a Community Profile document that allows artists to understand the community's general sensibilities for public art. The consultant will also finalize the City's annual arts plan that identifies the Commission's work plan for the next 12 months, which could include future public art installations as part of the ongoing Rosemead Boulevard and upcoming Las Tunas Drive streetscape projects (based on available funding). Task 4 : Community Profile Document (January to May 2013) Elwood and Associates will conduct a community meeting to introduce best practices in public art, and to solicit public input for the Community Profile document. The consultant will also work with the Commission to finalize the document, and initiate a percent-for-art ordinance that provides a long-term funding mechanism for public art acquisition and maintenance. Task 5 : Rosemead Boulevard Seating Nodes (March 2013 to January 2014) Elwood and Associates will facilitate the design, review and procurement process for the Rosemead Boulevard public art seating nodes . This includes preparing a Call for Artists (similar to a Request for Proposals), providing input into the assessment of proposals submitted to the City and artist selection committee, and presenting a recommended artist agreement for Council consideration. The consultant will also coordinate project conservation and maintenance reviews (to ensure the method and materials proposed for the public art seating nodes do not result in any long-term maintenance problems), and oversee artwork fabrication and installation. Task 6 : Percent-for-Art Ordinance and On-Call Services (May 2013 to June 2014) Elwood and Associates will finalize a recommended percent-for-art ordinance for Commission review and Council consideration . The consultant will also provide a City Council October 16, 2012 Page 5 list of recommended revisions to the City's public art ordinance (as defined by the end products of the project scope), and recommend alternate funding sources for projects identified in the annual plan. Support will be provided to staff and the Commission on public art related issues on an as-needed basis over the contract term. All tasks identified in the scope will be completed by June 2014. Progress payments will be made upon the completion of each task. CONCLUSION: Entering into a professional services agreement with Elwood and Associates will move forward implementation of the City's public arts program by seating a new Public Arts Commission, establishing policy and protocols for public art selection and acquisition, and defining long term goals and funding strategies for future public art initiatives. FISCAL IMPACT: Aside from the aforementioned $40,000 total appropriation for public art advisory services, there is no additional fiscal impact to the FY 2012-13 City Budget. However, it should be noted that the $25,000 appropriation from the Rosemead Boulevard Enhancement Project will cover all costs of Task 5 and partial costs of Tasks 2 and 4. The balance of costs will be paid by the $15,000 carryover to fully fund Tasks 1, 3 and 6, and partially fund Tasks 2 and 4. ATTACHMENTS: A. Ordinance B. News Release C. Professional Services Agreement ORDINANCE N0.12-960 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMPLE CITY, ADDING ARTICLE C TO CHAPTER 6 OF TITLE 2 OF THE TEMPLE CITY MUNICIPAL CODE, ESTABLISHING AN ART IN PUBLIC PLACES PROGRAM AND A PUBLIC ARTS COMMISSION Attachment A WHEREAS, on June 7, 2011, the City Council Public Arts Ad-Hoc Committee and the Public Arts Advisory Group presented an official report of recommendations to the City Council of the City of Temple City. This report recommended the establishment of an Art in Public Places Program and a Public Arts Commission; and, WHEREAS, the City Council has considered all information related to this matter, including the City Council Public Arts Ad-Hoc Committee and Public Arts Advisory Group's official report of recommendations, City staff reports, and any information provided during public meetings; and, WHEREAS, the City Council desires to create a Public Arts Commission and establish an Art in Public Places Program that the Commission will assist with implementing, as art in public places promotes the public welfare by creating a diverse and culturally rich environment for the City's residents and visitors. THE CITY COUNCIL OF THE CITY OF TEMPLE CITY HEREBY ORDAINS AS FOLLOWS: SECTION 1: Addition of Article C to Title 2, Chapter 6 of the Temple City Municipal Code. A new Article C, "Art in Public Places Program and Public Arts Commission" is hereby added to Title 2, Chapter 6 of the Temple City Municipal Code to read as follows: 2630: PURPOSE "ARTICLE C. ART IN PUBLIC PLACES PROGRAM AND PUBLIC ARTS COMMISSION The purpose of this Article is to establish an Art in Public Places Program and a Public Arts Commission that will review and advise the City Council on matters within the scope of the Art in Public Places Program. 2631: DEFINITIONS "Art in Public Places Program" or "Program" means the program established by Section 2632 of this article. "Art in Public Places Program Plan" or "Program Plan" means the annual report approved by City Council pertaining to how the Art in Public Places Program is to be implemented. "City Appropriation" means the appropriation of funds by the City to the Public Art Fund for City Projects per Section 2634 of this article. "Commission" means the Public Arts Commission. "Public Art" means art of a permanent nature procured or commissioned by the City for installation in a Public Space. "Public Art Fund" means those funds maintained by the City administrative services director to support the Art in Public Places Program and the Commission's operating expenses. "Public Art Project" means the procurement or commissioning, site selection and installation of Public Art by the City. "Public Space" means any property that is owned, controlled, or dedicated to the City that is generally accessible to the public. 2632: ART IN PUBLIC PLACES PROGRAM AND PUBLIC ART FUND ESTABLISHED A Program Established. The City Council hereby establishes an Art in Public Places Program for the procurement, commissioning and installation of Public Art in Public Spaces. The City Council shall approve all Public Art Projects after receiving and considering recommendations from the Commission. B. Public Art Fund Established. The City Council hereby establishes a Public Art Fund. The Public Art Fund shall be maintained by the City administrative services director and will support (i) Public Art Projects and (ii) the Commission's operating expenses, to the extent there are funds available. Funds received by the City from whatever source, including City Appropriations, that have been restricted or otherwise identified for expenditure for the purpose of procuring, commissioning, installing and maintaining Public Art shall be deposited by the City in the Public Art Fund. 2633: ANNUAL ART IN PUBLIC PLACES PROGRAM PLAN It is the intent of the City Council to develop and adopt an annual Art in Public Places Program Plan that identities specific program goals for the year, means of achievement, proposed expenditures, sources of supplemental revenue, schedule of execution, necessary resources and responsibilities, and an implementation plan. At the request of the City Council, the Commission may assist the City Council with the drafting of the Program Plan by recommending items for inclusion within the Program Plan. 2634: CITY APPROPRIATIONS The City Council may appropriate City funds to the Public Art Fund from time to time as the Council determines is in the public interest. 2635: PUBLIC ARTS COMMISSION ESTABLISHED The City Council hereby establishes a Public Arts Commission which will review and advise the City Council on Public Art Projects and the Art in Public Places Program Plan. The City Council shall appoint five members to the Commission in accordance with Section 11 03 of the City Charter. Commission members shall be appointed to terms of offiCe in accordance with Section 2690 of this Code. 2636: COMMISSION RESPONSIBILITIES The Commission's duties and responsibilities shall include: (i) Reviewing and advising the City Council on proposals for Public Art Projects, including recommending artists, art pieces, and site selection; (ii) Reviewing and advising the City Council on criteria or guidelines for the selection of Public Art and Public Spaces where Public Art should be installed; (iii) Reviewing donations and developer contributions; (iv) Advising the City Council on matters pertaining to the development of, and interest in, the arts and local cultural heritage, at the request of the City Council; and, (v) Assisting the City Council with the preparation of the annual Art in Public Places Program Plan. At the request of the City Council, the Commission may also cooperate with other art commissions or organizations. However, in no event shall any appropriation or work effort be made by the Comm ission towards pub lic art which does not directly concern or affect the placement of public art within the C ity. 2637: RECOMMENDING PUBLIC ART PROJECTS A Recommending Artists. The Commission may recommend to the City Council artists from whom the City should procure or commission Public Art through open competition whereby the Commission or a designated art selection panel solicit through public advertisement requests fo r artists' slides, resumes , and letters of interest; or, invitation/limited competition whereby the Commission or designated art selection panel may invite a limited number of artists to submit applications or prepare proposals . B. Recommending Public Art. The Commission may recommend Public Art to the City Council. The Commission shall consider the following factors in recommending Public Art to the City Council. 1. the compatibility of the design with the immediate environment of the site; 2. the appropriateness of the design to the function of the site; 3. the preservation and integration of natural features for the project; 4. the appropriateness of the materials and design to the expression of the artist's concept; 5. the permanence of structural and surface components; and , 6. the extent to which the piece represents the diverse influences, culture, heritage, and traditions that reflect the unique qualities of the City. C. Recommending Public Spaces . The Commission may recommend Public Spaces where Public Art should be installed to the City Council. The Commission shall consider the following factors in recommending Public Spaces where Public Art should be installed to the City Council. 1. the relationship of the site to the art in terms of the physical dimensions , social dynam ic, local, historical and cu ltural character, and surrounding conte xt of the site, existing or planned; 2. public safety; 3. the extent to which the site helps to improve th e design of an area by emphasizing a particular location through landmarks, gateways and/o r linkages to other parts of the community; 4. veh icular and pedestrian traffic patterns; 5. site design, including landscaping, drainage, grad ing, lighting, and seating considerations; 6. the relationship of the proposed art to existing art within the vicinity of the site ; 7. any environmental impact such as noise, sound , light, and odor; 8. public accessibility to art; 9. the impact on adjacent property owners' view ; 10. the impact on operational functions of the City; 11 . the potential to minimize vandalism; and, 12. the cost of installing and maintaining the Public Art. 2638: DONATIONS AND OTHER CHARITABLE GIFTS The City may receive offers of donations, gifts, bequests, grants, and art from any government agencies or private donors . Potential donors will be referred to the Commission to discuss the nature of the gift and the review process . After a review is conducted, the Commission will recommend consideration or rejection of the offer and make a site recommendation if applicable . All donations, gifts, and bequests accepted by th e Commission are subject to approval by the City Council . Such funds will be accounted for individually and may be administered by the City administrative services director or designee, consistent with the donor's restrictions and direction from the Commission. Donations and other charitable monies will be transferred to the Public Art Fund. 2639: MEMBER ELIGIBLITY It is the desire of the City Council that Commission members have a demonstrated interest in the arts or be visual art professionals, such as a curator, art critic, art historian, art educator, or other design professional with a visual art background. To allow for a larger pool of eligible Commission members, persons who are residents of, or owners of businesses located within, the City of Temple City are eligible for appointment. 2640: MEMBER OFFICES Commission members shall elect Commission officers, which shall include a chairperson and vice chairperson. The chairperson and vice chairperson will serve one year terms . Each year thereafter, commencing on July 1st. new appointments or renewals of appointments shall be made. Meetings shall be led by the chairperson or vice chairperson if the chairperson is not present. 2641: COMMISSION PROCEDURES The Commission will follow rules and procedures adopted by the City Council as they may be amended from time to time. The City Manager or his/her designee shall be responsible for providing administrative and staff services for the Commission. The Commission shall hold regular meetings at least monthly. A majority of all the Commission's members shall constitute a quorum at a regular or special meeting of the Commission. All Commission meetings shall be open to the public and notice of the meetings shall comply with the Ralph M. Brown Act. 2642: MEMBER REMOVAL Commission members serve at the pleasure of the City Council. Per City Charter Section 1103, any member of the Commission may be removed, with or without cause, at any time by the affirmative vote of three {3) members of the City Council." SECTION 2: Severability. The City Council hereby declares that, should any provision, section. subsection, paragraph, sentence, clause, phrase, or word of th is Ordinance or any part thereof, be rendered or declared invalid or unconstitutional by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, such decision or action shall not affect the validity of the remaining section or portions of the Ordinance or part thereof. The City Council hereby declares that it would have independently adopted the remaining provisions, sections, subsections, paragraphs, sentences, clauses, phrases, or words of this Ordinance irrespective of the fact that any one or more provisions, sections. subsections, paragraphs, sentences, clauses, phrases, or words may be declared invalid or unconstitutional. SECTION 3: Effective Date. The City Clerk shall certify to the passage and adoption of this Ordinance and to its approval by the Mayor and shall cause the same to be published according to law. PASSED, APPROVED, AND ADOPTED this 21st day of August, 2012. MAYOR ATTEST: APPROVED AS TO FORM: City Clerk City Attorney I, Peggy Kuo , City Clerk of the City of Temple City, hereby certify that the foregoing Ordinance No. 12~960 was introduced at the regular meeting of the City Council of the City of Temple City held on the 71h day of August 2012, and was duly passed, approved and adopted by said Council at the regular meeting held on August 21, 2012 by the following vote: AYES: NOES: ABSENT: ABSTAIN: City Clerk Councilmember~Bium , Chavez, Sternquist, Yu Councilmember~None Councilmember~Vizcarra Councilmember~None CONSULTANT SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY, a municipal corporation and ELWOOD AND ASSOCIATES Attachment C AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND ELWOOD AND ASSOCIATES This Agreement for Consultant Services ("Agreement") is entered into as of this 17th day of October, 2012 by and between the City of TEMPLE CITY, a municipal corporation ("City") and Elwood and Associates, a sole proprietorship ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A . City desires to contract with Consultant to provide public art advisory services. B . Pursuant to the City of Temple City's Municipal Code, City has authority to enter into this Consultant Services Agreement and the City Manager has authority to execute this Agreement. C. The Parties desire to formalize the selection of Consultant 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 scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Consultant to continue performing the scope of services until such services are complete. SECTION2. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit "A" "Scope of Services" and made a part of this Agreement. - 1 - SECTION3. ADDITIONAL SERVICES. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are authorized in advance and in writing by the City Council or City Manager. Consultant shall be compensated for any such additional services in the amounts and in the manner agreed to by the City Council or City Manager. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement. The total compensation, including reimbursement for actual expenses, shall not exceed forty thousand dollars ($40,000), unless additional compensation is approved in writing by the City Council or City Manager. (b) At the completion of each task set forth in Exhibit "A" "Scope of Services," Consultant shall furnish to City an original invoice for all work performed and expenses incurred to perform that task. The invoice shall detail charges by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and sub-consultant contracts. Sub-consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement and that the invoice does not exceed the total allocable cost set forth in Exhibit "A" "Scope of Services." 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 Consultant for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant'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 Consultant's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, sections 16 and 17, pertaining to indemnification and insurance, respectively. -2- SECTION6. 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 Consultant in the course of providing any 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 Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall tum 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 Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warrants related to Standard of Performance and found in Section 9 of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION7. CONSULTANT'S BOOKS AND RECORDS. (a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant's performance of services pursuant to this Agreement. Consultant 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 accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three 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 Consultant'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 Consultant's business, City may, by written request, require that custody of such documents or records be given to the City and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. -3- SECTION 8. STATUS OF CONSULTANT. (a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant 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 Consultant shall at all times be under Consultant'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 Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant'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. Consultant expressly waives any claim Consultant may have to any such rights. SECTION9. STANDARD OF PERFORMANCE. Consultant 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. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. 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 Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warranties related to Standard of Performance 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 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Consultant 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. Consultant 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 -4 - boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Consultant 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. Consultant 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. SECTION 13. UNAUTHORIZED ALIENS. Consultant 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 seg., as amended, and in connection therewith , shall not employ unauthorized aliens as defined therein . Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant 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) Consultant 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 Consultant's performance of services under this Agreement. Consultant 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. Consultant 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 Consultant 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. Consultant 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. -5- (c) City understands and acknowledges that Consultant will, perform non~related services for other governmental agencies and private parties following the completion of the scope of work 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 Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant 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) Consultant, 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, 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 thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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 Consultant's Services, to the fullest extent permitted by law, Consultant 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 losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall -6- 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 Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub-contractors of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity Agreements with provisions identical to those set forth here in this section from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant 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 sel forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this Section 16 [Indemnification] 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) 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. Consultant 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. Consultant agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGN1\1ENT. The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities -7- who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the City Council. 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 summary termination of this Agreement. City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, 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 Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant's possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this Agreement. SECTION 21. DEFAULT. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant 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 Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20. Any failure on the -8 - part of the City to give notice of the Consultant'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. Consultant 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 Consultant. 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 work as outlined in the Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work 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: To Consultant: City of Temple City Attn: Jose Pulido, City Manager 9701 Las Tunas Dr. Temple City, CA 91780 Elwood and Associates Attn: Lesley Elwood, Principal 13428 Maxella Ave., Suite 636 Marina Del Rey, CA 90292 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 Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder. -9- SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative, following approval of this Agreement by the City Council. The City Manager shall have the authority to issue interpretations and to make minor amendments to this Agreement on behalf of the City so long as such actions do not materially change the Agreement or make a commitment of additional funds of the City. All other changes, modifications, and amendments shall require the prior approval of the City Council. SECTION27. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 28. MODIFICATION OF AGREEMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this 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 Consultant shall not constitute a waiver of any of the provisions of this Agreement. SECTION30. 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. SECTION31. 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 -10- supersedes all other Agreements or understandings, whether oral or written, or entered into between Consultant 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. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives . 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). IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Peggy Kuo City Clerk APPROVED AS TO FORM By: ____________ _ Eric S . Vail City Attorney -11 - CITY OF TEMPLE CITY By: __________ _ Jose Pulido City Manager CONSULTANT By: _____________________ _ By : ___________ _ Its: Its: ----------------------------------------- NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT. -12- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On , __ before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/arc 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 signaturc(s) on the instrument the pcrson(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:--------------- OYI'IONAL Though the data below is not required by law, it may prove valuable to person s relying on the document and could prevent fraudulent reattachment of this forrn CAPACITY CLAIMED BY SIGNER D INDIVIDUAL D CORPORATE OFFICER D D D D D TITLE(S) PARTNER(S) D D LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER __________________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF A 'IT ACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES CONSULT ANT will perform the following services: TASK 1: TASK 2 : (a) Assemble an outside panel of three (3) local public arts professionals (including commissioners) to interview candidates for City's new public arts commission ("Commission"). (b) Work with the outside panel to finalize interview questions and upon the completion of interviews, provide to City a list of five (5) recommended candidates for City Council consideration. The list must include justification on why each candidate was selected for City's new Commission. Deliverables : Outside panel Interview questions Recommendation list Timeline: October -December 2012 Fee: Not to exceed $1,460 (a) Provide City staff and Commission with input and direction related to the creation of necessary administrative guidelines for public art review and selection. These include, but are not limited to the following: Commission roles and responsibilities Process for making recommendations to the City Council Criteria for artist selection and qualifications Public art maintenance review Definitions of loaned vs. temporary art installations Artist project budget review Standard allowable art project expenses Standard materials submittal review Based on input received, Consultant shall finalize the guidelines for City staff and Commission review. (b) Discuss with City staff, priorities for development of an Arts Commission Annual Plan ("Annual Plan") (required as part of the public art ordinance). This subtask will identify future opportunities for public art within the city, based on an understanding of upcoming capital improvement projects and anticipated funding for public art installations. TASK 3: (c) Review the Rosemead Boulevard construction schedule to finalize a timeline that integrates the public art process (e.g., artist selection, art fabrication, etc.). Deliverables: Administrative guidelines Future opportunities list Public art integration timeline Attendance at three Commission meetings Attendance at City Council meetings as needed Staff reports and agendas as needed Timeline: December 2012 to February 20 13 Fee: Not to exceed $3,070 (a) Assist in seating the new Commission and facilitate discussions that: Define a vision, goals, role for the Commission, and values for the public art program to set context for development of the Community Profile document. Review administrative guidelines and discuss the required Annual Plan with the Commission. Review with Commission options for the initiation and approval of public art projects. Review with the Commission the process and intent for a Community Profile document (it conveys to artists and developers Temple City's history, and helps them understand the community's visual aesthetics and general sensibilities for public art). (b) Draft recommendations for the required Annual Plan (it presents to the City Council the Commission's work plan for the next 12 months, and should be commensurate with the FY 2013-14 City Budget). Provide the draft plan for Commission input, and finalize it for City Council review and approval. Deliverables: Vision, goals, values for public art program Draft and final Annual Plan Timeline: Attendance at four Commission meetings Attendance at City Council meetings as needed Staff reports and agendas as needed December 20 12 to April 2013 TASK4: Fee: Not to exceed $3,800 (a) Prepare for, and conduct a community meeting to introduce best practices in public art and to solicit public input for the Community Profile document. City shall provide community outreach support and host the event at a local meeting place. Consultant's roles and responsibilities for this subtask include: Reaching out to local artists to ensure attendance at the meeting (City to provide contact information). Securing presentations from artists to present an overview of the public art process and the importance of a Community Profile document. Facilitating the community meeting and preparing all necessary presentation visuals and collateral. Soliciting and recording public input for development of the Community Profile document. (b) Incorporate received public input into the draft Community Profile document and present it for Commission review and comment. Incorporate Commission's input and finalize document. (c) Initiate with City staff discussion of changes to consider for current percent- for-art ordinance that provides a long-term funding mechanism for public art. Propose ordinance parameters and work with City staff to present recommendations for Commission review . Deliverables: Community meeting presentation visuals and outreach collateral Artist attendance at the community meeting Web based community comment process Draft and final draft versions of the Community Profile document Draft parameters/recommendations for a percent-for-art ordinance Attendance at five Commission meetings Attendance at City Council meetings as needed Staff reports and agendas as needed Timeline: January to May 2013 Fee: Not to exceed $5,850 TASKS: Assist City in facilitating the design, review and procurement process for three Rosemead Boulevard public art seating nodes (or .. project"). This includes budget estimates, material suggestions, oversight of artistic selection and the fabrication of artworks. Consultant's roles and responsibilities for this subtask include: Provide City with input on the project budget, artist selection and maintenance consideration on materials; information gathered will assist in preparing a call to artists for project implementation (similar to a Request for Proposals). Finalize call to artists. Based on identified project materials, provide City with a list of up to 30 artists that are highly experienced with the medium. Receive input from City staff for composition of the artist selection committee. Organize the selection committee and work with City staff to schedule and interview short-listed artists. Review and provide input into the assessment of proposals submitted to the City and selection committee. Present City and selection committee artist recommendation to Commission; forward for Council approval for artist agreement. Consult with the City staff in developing and finalizing an artist agreement (sets the terms for payment, and verifiable milestones for project completion). Coordinate project conservation and maintenance reviews (this ensures that the method and materials proposed for the public art installations do not result in any long-term maintenance problems). Oversee artwork fabrication and report progress back to City and Commission. Coordinate artwork installation with the Rosemead Boulevard construction schedule. Develop a final maintenance document that schedules ongoing maintenance for the public art installations, and which identifies costs for inclusion into subsequent City Budgets. TASK6: Deliverables: Recommended and eligible artist lists Develop and distribute all to artists Artist interview questions and proposal assessment Draft and final artist agreement Materials and methods review (with conservator for project) Maintenance cost estimates and final maintenance document Attendance at eight Commission meetings Attendance at City Council meetings as needed Staff reports and agendas as needed Timeline: March 2013 to January 2014 Fee: Not to exceed $17,500 (a) Finalize with City staff a recommended percent-for-art ordinance for Commission review and Council approval. (b) Complete a comprehensive list of revisions to CITY's public art ordinance (as defined by the end products of this scope) and present to City staff for consideration as part of a municipal code update that may include the percent-for- art ordinance (if adopted by the City Council). (c) Provide City staff with periodic review and recommendation of alternate funding sources for projects identified in the Annual Plan. (d) Work with City staff to integrate identified annual projects into City's Capital Improvement Plan. (e) Provide City and Commission with an arts material/methods process review (typically required of private developments that are imposed public art requirements as part of a percent-for-art ordinance) and conservator report for future Rosemead Boulevard public art installations. (f) Provide CITY with support on public art related issues on an as-needed basis during the period of the consulting contract. Deliverables: Recommended percent-for art ordinance List of recommended revisions to City's public art ordinance List of recommended alternative funding sources Arts material/methods process review and conservator report Attendance at two City Council meetings Staff reports and agendas as needed Timeline: May 2013 to June 2014 Fee: Not to exceed .$8.320 EXHffiiT "B" COMPENSATION City shall compensate Consultant for the Services perlormed upon the completion of each task in the amount specified in Exhibit "A", and upon Consultant's submission of a valid invoice. Each invoice is to include: Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. Line items for all supplies properly charged to the Services. Line items for all travel properly charged to the Services. Line items for all equipment properly charged to the Services. Line items for all materials properly charged to the Services. Line items for all subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. The total compensation for the Services shall not exceed $40,000 as provided in Section 4 of this Agreement. EXHIBIT "C" INSURANCE A. Insurance Requirements. Consultant shall provide and maintain insurance, acceptable to the City Manager or City Counsel, 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 work hereunder by Consultant, 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. Consultant shall provide the following scope and limits of insurance: I. Minimum Scope of Insurance. Coverage shall be at least as broad as: (I) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) 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 insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. ( 4) Professional liability insurance appropriate to the Consultant'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 3 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. 2. Minimum Limits of Insurance . Consultant shall maintain limits of insurance no less than: (1) General Liability: $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability: $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 minimum limits set forth above. (3) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of not less than $1,000,000 per accident. ( 4) Professional Liability: $1,000,000 per occurrence. 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. 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 Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Consultant'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, Consultant's insurance. (3) Consultant'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 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 and Employer's Liability 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 Consultant. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with . The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. 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. Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant 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 Consultant 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 Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.