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HomeMy Public PortalAboutAttachment E - Agreement- 1 - ATTACHMENT E CONSULTANT SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY Municipal Corporation And FREEDMAN TUNG + SASAKI URBAN DESIGN (Sole Proprietor) Dated: October 23, 2012 - 2 - ATTACHMENT E AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND FREEDMAN TUNG + SASAKI URBAN DESIGN This Agreement for Consultant Services (“Agreement”) is entered into as of this day of October, 2012 by and between the City of Temple City, a municipal corporation (“City”) and, Freedman Tung + Sasaki Urban Design a [Sole Proprietor] (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.” RECITALS A. City has sought, by issuance of a Request for Qualifications, Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Temple City’s Municipal Code, City has authority to enter into this Consultant Services Agreement and the City Manager has authority to execute this Agreement. D. 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. TERMS 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. Consultant’s provision of Tasks and Deliverables in accordance with the project schedule is an important part of the Consultant’s responsibility. Consultant shall make every effort to complete the Scope of Services pursuant to the schedule contained in Exhibit “A”. City acknowledges, however, that various aspects of the project that impact the schedule – such as scheduling meetings with City Staff, City Staff Review of submitted design drawings, scheduling meetings with elected and appointed officials, obtaining information from City Staff critical to project timeframes – are not under the control of the - 3 - ATTACHMENT E Consultant. Instances in which conditions under City control are impacting project schedule shall be brought to the attention of the City’s Project Manager in writing within 48 hours of the conditions in question. SECTION 2. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit “A” “Scope of Services” and made a part of this Agreement. SECTION 3. 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 of City. 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 for Phase One, including reimbursement for actual expenses, shall not exceed Five Hundred Thousand dollars ($500,000), unless additional compensation is approved in writing by the City Council or City Manager. Phase Two will be considered as part of the City’s Mid- Year Budget review with a funding request of approximately $600,000 to continue with construction drawings and other related services. (b) Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-consultant contracts. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), charges corresponding to the labor category in each invoice shall be further detailed to include a report indicating what tasks in the Scope of Work have been completed wholly or partially through the date of the invoice. 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. 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 within fourteen (14) business days. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City in writing fourteen (14) business days after receipt of the invoice, City will cause Consultant to be paid for all undisputed work within thirty (30) business days after City ’s receipt of Consultant’s invoice. City reserves the right to inspect all work performed and deliverables provided and dispute such subsequent to submittal and payment of each invoice and to claim reimbursement for such disputed work previously paid. (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. - 4 - ATTACHMENT E 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. City shall reject work by written explanation. 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. SECTION 6. CITY OF TEMPLE OWNERSHIP OF DOCUMENTS. Except as otherwise provided herein, 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 (“Project Materials”) shall become the sole property of City upon payment of all undisputed amounts due Consultant at completion of the Scope of Work, or termination of the Agreement, whichever is the first to occur. Project Materials may be used, reused or otherwise disposed of by City, solely for City purposes, without the permission of the Consultant. City’s use, reuse, or dis posal of the Project Materials, except as directly relates to the subject project, shall be without any liability to Consultant, and City shall waive and release Consultant from any such liability. Upon completion, expiration or termination of this Agreement, Consultant shall turn over all Project Materials to City within thirty (30) business days. Project Materials shall not include propriety models, formulae, analytical systems, computer programs, and similar items of intellectual property that have been patented, copyrighted, trademarked, or otherwise created by Consultant and subject to protection under the law. 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. SECTION 7. 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. - 5 - ATTACHMENT E (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. 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 or 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. SECTION 9. 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. No (elected or appointed) Temple City board member, officer, official, employee, or agent, 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. - 6 - ATTACHMENT E 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 there under: 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 seq., 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. (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 - 7 - ATTACHMENT E 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 reim- bursement 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 there under. 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 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), to the extent 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 set 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 - 8 - ATTACHMENT E 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. ASSIGNMENT. 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 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. - 9 - ATTACHMENT E (c) If either Consultant or City fails 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 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 telecopy or certified mail, postage prepaid and return receipt requested, addressed as follows: - 10 - ATTACHMENT E To City: City of Temple City Attn: City Manager 9701 Las Tunas Drive Temple City, CA 91780 To Consultant: 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. SECTION 26. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 27. MODIFICATION OF AGREEMENT. On behalf of City, the City Manager shall have the power to administer and implement this Agreement, including making minor amendments and modifications hereto. No minor amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Manager. No major amendment to or modification of this Agreement, which is defined for purposes of this section to mean any amendment or modification which increases the amount of compensation due the Consultant pursuant to Section 4 [Compensation and Method of Payment] shall be valid unless made in writing and approved by the Consultant and the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. 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 or 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. - 11 - ATTACHMENT E SECTION 29. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 30. 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 31. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits “A” through “C”, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other Agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statement, representation or other Agreement, whether oral or written, made by any party which is not embodied herein, shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by both parties or their authorized representatives. SECTION 32. 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. CITY OF TEMPLE CITY By: , City Manager ATTEST: City Clerk - 12 - ATTACHMENT E APPROVED AS TO FORM By: City Attorney By: By: Its: Its: NOTE: CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER’S BUSINESS ENTITY. A #4814-2021-6581 v1 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On _, _ before me, , per sonally appeared _, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY O F PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _ TITLE(S) _ TITLE OR TYPE OF DOCUMENT PARTNER(S) LIMITED GENERAL _ NUMBER OF PAGES ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER _ DATE OF DOCUMENT SIGNER IS REPR ESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE _ LA #4814-2021-6581 v1 13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On _, _ before me, _, personally appeared _, personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _ TITLE(S) _ TITLE OR TYPE OF DOCUMENT PARTNER(S) LIMITED GENERAL _ NUMBER OF PAGES ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER _ DATE OF DOCUMENT SIGNER IS REPR ESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _ _ _ SIGNER(S) OTHER THAN NAMED ABOVE A-1 EXHIBIT “A” SCOPE OF SERVICES AND RESPONSIBILITIES I. CONSULTANT’S SCOPE OF SERVICES SHALL INCLUDE SERVICES IN FREEDMAN TUNG + SASAKI URBAN DESIGN’S PROPOSAL DATED OCTOBER 23, 2012 AND WILL NOT BE LIMITED TO THE FOLLOWING: (All work to be coordinated with the City’s Project Manager): I-A. Pre-design phase to include but not be limited to the following services: 1. Attend design orientation. 2. Set management communication system with construction manager and all design consultants. 3. Prepare design program. 4. Prepare milestone A/E schedule in coordination with the selected consultants. 5. Update A/E schedule as needed for integration into the master schedule. 6. Review documents provided on the attached DVD. 7. Boundary verification and layouts. 8. Where applicable underground utility investigation and design in coordination with the utility companies for gas, water, sewer, storm water, telephone, cable, fire, and etc. I-B. Schematic Design Phase to include but not be limited to the following services: 1. Project start up and design investigation work. 2. Condition verification. 3. Development of Schematic design. 4. Product investigation, selection, and coordination with manufacturer. 5. Street Furnishing Selections and coordination with manufacturer. 6. Street Lighting/ Pole Design. 7. Hardscape and landscape material selection. 8. Cost estimate and life-cycle costing. 9. Community presentation meetings (up to 2). 10. Attend and have consultants attend coordination meetings (up to 4). 11. 30% submittal to include (at a minimum) plans, design rendering, and specification for all disciplines for quality control review. 12. Design budgetary cost estimate. 13. Value engineering. I-C. Design Development Phase to include but not be limited to the following services: 1. Streetscape layouts. 2. Refinement of Schematic design phase. 3. Provide design (plans elevations and renderings) for the following: a. Landmark features; b. East and west entries; c. Treatment at open channel; d. Billboards and signage; e. Street lighting; A-2 f. Landscape lighting; g. Landscape irrigation, drainage, and sustainability; h. Sidewalks; i. Curb ramps; j. Transit Stops; k. Rest areas; l. Tree planting; m. Median islands; n. Improvement to underground utilities; o. Crosswalks; p. Accent nodes; q. City entry and exit signs; r. Traffic signals; s. Traffic sign posts; t. Public arts; u. Transit shelters; v. Street furniture; w. Bulb-outs; and x. Other design ideas such as bike lanes, newspaper stands, traffic control cameras, security camera, etc. 4. Value engineering. 5. Cost Estimate 6. Addressing issues related to residential and commercial properties’ entrances and exits. a. Traffic engineering issues. b. Detailed layout plans for treatment of special locations and issues. c. Respond to issues and questions from the City of Temple City and other team members. d. Research and specification preparation for material and finishes- specification sheet and samples to be provided. e. 60% submittal to include (at a minimum) plans, specifications for all disciplines for quality control review. f. Design Development Cost estimate. g. Value engineering. h. Community presentation meeting (1 time). i. Attend and have consultants attend the coordination meetings (up to 4 times). j. Attending City’s council meetings (1 time). Phase 2 work: Construction Document preparation, Bid and Award support, construction A-3 Support, and project close out, for the amount of $647,714, are not included in this agreement and shall be added as an amendment to this agreement at the sole discretion of the city for the above proposed amount at any time in the future. II. AS PART OF THIS CONTRACT, CONSULTANT WILL BE RESPONSIBLE FOR THE FOLLOWING: II-A. Pre-Design Phase: Condition Assessment and Validation Review and validate the document provided by City, including Temple City Downtown Specific Plan, Comprehensive Downtown Parking Strategic Plan, and Temple City Traffic Calming Master Plan. Identify in writing any significant variations. II-B. Schematic/ Design Development Phase: Development of Schematic Design Documents for the City of Temple City. Development of Design Development Documents based upon A-4 approval of Schematic Design, design documents and any adjustments authorized by the City of Temple City to the Program Schedule or Construction Budget. II-C. Construction Document Phase: Not included in this agreement II-D. Bid and Award Phase: Not included in this agreement II-E. Construction Phase: Not included in this agreement III. DURING PERFORMANCE OF THE SERVICES, CONSULTANT WILL KEEP THE CITY APPRISED OF THE STATUS OF PERFORMANCE AND AGREES TO PROVIDE THE SERVICES DESCRIBED BELOW: III-A. Basic Services: Consultant agrees to provide the services described below: 1. Determine the agencies that have jurisdiction over the area of work and coordinate with and implement the requirements of the regulatory agencies. 2. Contract for or employ at consultant’s expense, sub-consultants to the extent deemed necessary for completion of the Project including: architects; electrical/lighting, civil engineers, traffic engineer, mechanical and plumbing engineer, landscape architects (and others as necessary) licensed as such by the State of California. The names of said sub-consultants shall be submitted to the City of Temple City for approval prior to commencement of work. The City of Temple City reserves the right to reject the use of any sub-consultants. Nothing in the forgoing procedure shall create any contractual relationship between the City of Temple City and any sub-consultants employed by the consultant under terms of this Agreement. 3. Agree to exercise usual and customary professional care in its efforts to comply with all laws and regulations which apply to work of this Agreement. 4. Cooperate with other professionals employed by the City of Temple City for the design, coordination or management of work related to the Project. The City of Temple City has retained the services of a Construction Manager (CM) to act as a “City of Temple City’s Representative” in an advisory capacity on the project. In providing the Construction Manager's Services described in this Agreement, the CM shall not assume any of the responsibilities or duties of the Contractors or the Design Professional. The Architect remains solely responsible for the contents of design drawings and design documents. 5. Attend coordination meetings during the entire design phase with his sub-consultants, consultant shall invite the City of Temple City and/or its representative to participate in these meetings. The consultant shall keep a separate log to document design/coordination comments generated in these meetings. A-5 6. Review subsoil data, and other information furnished to consultant pursuant to this Agreement and advise the City of Temple City whether such data are sufficient for purposes of design, or whether additional data are necessary. 7. Be responsible for the professional quality, technical accuracy and the coordination of all studies, reports, projections, master plans, designs, drawings, specifications and other services furnished by consultant under this Agreement. The consultant shall, without additional compensation, correct or revise any errors or omissions in its studies, reports, projections, master plans, design, drawings, specifications and other services. If desired by the City of Temple City and agreed to by the consultant, consultant shall provide other required services to determine such compliance not specifically identified and included in the scope of this Agreement through an amendment to this Agreement, as an additional service. 8. Provide services required to obtain approval from the local and federal agencies having jurisdiction over the Project. Provide support services to the City Consultant for CEQA and NEPA as required. 9. Review the existing grading, drainage, horizontal control, and utility infrastructure plans to assist in preparation of the new design drawing for this project. The services described in this Subparagraph shall be provided by a professional civil engineer who is to subcontract with the consultant. 10. Consultant to document the location of existing utility lines, telephone, water and sewage, etc., within the limits of the City of Temple City on-site property. This information shall be provided by the City of Temple City. The consultant must verify the capacity of all existing project utilities. 11. Maintain a log of all meetings, site visits or discussions held in conjunction with the work of this Project, with documentation of major discussion points, observations, decisions, questions or comments. These shall be furnished to the City of Temple City and/or their representative for inclusion in the overall project documentation. 12. Utilize the standardized filing system as established by the City of Temple City. 13. The consultant is not responsible for: a. Ground contamination or hazardous material analysis. b. Any asbestos testing, design or abatement. c. Environmental impact report. d. Historical significance report. e. Soils investigation. A-6 f. Geotechnical hazard report. g. Topographic survey. 14. Neither the City of Temple City’s review, approval of, nor payment, for any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement, and consultant shall remain liable to the City of Temple City in accordance with applicable law for all damages to the City of Temple City caused by consultant’s failure to perform any of the services furnished under this Agreement. III-B. DESIGN SERVICES TASK I: Consultant agrees to provide the services described below: 1. Project Initiation: Upon final execution of the Contract with the City of Temple City, the consultant shall: a. Within the first week following execution of the contract, meet with the City of Temple City and their representatives to prepare a detailed task analysis and work plan for documentation in a computer generated project schedule. The City of Temple City will produce the final scheduling format based on data furnished by consultant. This task analysis and work plan will identify specific tasks including, but not limited to: interviews, data collection, required City of Temple City filing standards, analysis, report preparation, planning, Architectural programming, concepts and schematic design preparation and estimating that are part of the work of the Project. Also identified will be milestone activities or dates, specific task responsibilities, required times for completion and additional definition of deliverables. b. Review the developed work plan with the City of Temple City and their representatives to familiarize them with the proposed tasks and schedule and develop necessary modifications. c. Participate in a general Project kick-off meeting to include the consultant’s appropriate sub-consultants, and City of Temple City staff. i. The project kick-off meeting will introduce key team members from the City of Temple City and the consultant to each other defining roles and responsibilities relative to the Project. ii. Identify and review pertinent information and/or documentation necessary from the City of Temple City for the completion of the Project. iii. Review and explain the overall project goals, general approach, tasks, work plan and procedures and deliverable products of the Project. A-7 iv. Review and explain the task analysis and project work plan for all parties present; determine any adjustments or fine tuning that needs to be made to the work plan. v. Review documentation of the project kick-off meeting prepared by the City of Temple City’s representative and comment prior to distribution. 2. Development of Architectural Program: Perform pre-design investigations to establish appropriate guidelines around which and within which the Project is to be designed. Identify design issues relating to functional need, directives and constraints imposed by regulatory codes. a. Provide a design information check list identifying critical issues affecting project completion and certification; significant site considerations; applicable planning and zoning requirements; applicable code requirements; applicable fire and life safety requirements; and water runoff requirements; electrical power service and requirements. b. Conduct Architectural program meeting with the City of Temple City selected project committee. c. Develop probable construction cost for the Project; probable costs are to be based on the developed functional Architectural programs as approved by the City of Temple City. i. Probable costs prepared by the consultant: i(a) All costs are to be based on current bid prices, with escalation rate and duration clearly identified as a separate line item; rate of cost escalation and projected bid and construction dates are to be as approved by the City of Temple City and their representatives. I(b) Contingencies for design, bidding or construction, if included in the probable costs, are to be included as individual line items, with the percentage and base of calculation clearly identified. i(c) All construction probable costs developed per the above should additionally be presented and summarized by the Construction Specification Institute (CSI) category for the project. I(d) One week prior to the submittal of documents, the consultant’s proposed cost format must be submitted to the City of Temple City for review and approval. i(e) Sub-consultants shall participate in the progress meeting as appropriate and shall provide input and feedback into the development of the probable cost. A-8 3. Site Master Planning: Prepare a new Master Site Plan configuration for the proposed work. The development of this new Master Site Plan should incorporate or be based upon completion of the following tasks: a. Assist the City of Temple City conducting initial, intermediate and final community meetings to solicit feedback, comments, and concerns from the community. b. Document and take into consideration existing physical characteristics of the proposed site such as topography, drainage, plant coverage, views to and from the proposed site, current site usage and potential for future site development. d. Analyze the proposed site existing conditions relative to potential effect on master planning circulation, access, parking, constructability, businesses and future development potential. e. Develop a Master Site Plan showing in detail the temporary construction safety measures for safe traffic movement during each phase of construction. 4. Meeting: During the Architectural Programming Design Phase it is anticipated that approximately two (2) meetings per month, will be convened between the City of Temple City and the consultant. These meeting will not exceed one day in duration and will be held in City of Temple City. Decisions made at such meetings and subsequently approved by the City of Temple City shall be binding. Any revisions or reconsiderations of such decisions shall constitute a change in the scope of services of the consultant. 5. Deliverables: Consultant: a. Shall provide to the City of Temple City the following quantities of materials resulting from the work of the Project: Copies: Six (6) - of Functional and Architectural Program Report. (Include a comparison between developed program and “model” program; include narrative explaining any substantial deviations). Six (6) - of Master Site Plan. Six (6) - of Project Probable Cost. One (1) - copy of Design Information Checklist. Six (6) - of the collected meeting notes, notes, visit or telephone reports, interview minutes or notes, and summary correspondence. b. consultant along with his sub-consultant shall present and review with the City of Temple City and the City Council the summary and detail of the work mentioned above. A-9 5. Project Cessation Provisions: Upon completion and review of the functional and Architectural program and master site planning, no further work shall be done unless and until the City of Temple City has approved the completed work for Design Services Task I and has given a written Notice of proceed to consultant for Design Services Task II. III-C. DESIGN SERVICES TASK II 1. Schematic Design: Schematic Design: Upon written authorization from the City of Temple City, to proceed with the Schematic Design Phase. The consultant shall prepare for the City of Temple City’s review a Schematic Design Study for all disciplines to include the following: a. Scaled street plans showing all intersections, driveways, entrances, features and their relationships. b. Site plan with minimum one (1) foot contour grade intervals. All major site development, such as paving, utilities and facilities shall be shown, including City’s property lines, existing structures, and walls and fences. The information provided on the drawing shall include all structure and infrastructure within seventy five (75’) feet outside of the project construction limits on all sides. c. Identify code requirements; d. As needed structural drawing for the Road bed and street pavements; and e. Mechanical and plumbing: for any possible infrastructures that may impact the project f. Coordination with local utility companies, and provide information and coordinate drawing for street light design, traffic and pedestrian signals. g. Development of site utility systems such as electrical, sewer, gas, water, storm drain, telephone, cable and fire hydrants. h. Identify surface improvements including roadways, pedestrian sidewalks, parking preliminary finish grades and drainage. i. Development and coordination of landscape design concepts entailing analysis of existing conditions and proposed components. Include location and description of planting, ground improvements and visual barriers. j. Development and coordination of design for pedestrian cross walks, pedestrian signal lights, traffic signals and roadway safety issues entailing analysis of existing conditions and proposed components. Include location and description of the existing and proposed components. A-10 k. Specifications: for all disciplines: Outline specifications of proposed work for all disciplines (consultants and sub-consultants work) and their criteria and quality standards. l. Probable Costs: i. Schematic Probable costs: This probable cost consists of unit cost applied to the major items and quantities of work. The unit cost shall reflect the complete direct current cost of work. Complete cost meaning labor, material, waste allowance, sales tax and subcontractor's mark-up. General conditions shall be applied separately. This probable cost shall be prepared by specification section and summarized by the Construction Specification Institute (CSI) category. ii. The probable cost format shall be submitted to the City of Temple City for prior review and approval. iii. Escalation: All probable costs shall be priced out at current market conditions. The probable costs shall incorporate all adjustments as appropriate, relating to mid-point construction, contingency, and cost index. m. Meetings: During the Schematic Design Phase it is anticipated that two (2) weekly meeting per month between the City of Temple City and the consultant to address specific design issues and to facilitate the decision-making process. Such meetings shall be held in City of Temple City office. Decisions made at such meetings and subsequently approved by the City of Temple City shall be binding. Any revisions or reconsideration of such decisions shall constitute a change in the scope of services of the consultants. n. Deliverables: Copies: Six (6) - Schematic Design Package submittal with alternatives. Four (4) - Probable Cost. Two (2) - statement indicating changes made to the program/master plan. Two (2) - Project file, including all correspondence, meeting notes, etc. to date. o. Presentation: consultant along with his sub-consultants shall present and review with the City of Temple City and the detailed Schematic Design. The schematic design studies shall be revised within the program parameters until a final concept has been accepted and approved by the City of Temple City at no additional cost to A-11 the City of Temple City. The final schematic design may have to be presented at a community meeting as well. p. Project Cessation Provisions: Upon completion of the schematic design study, the City of Temple City shall have the right to terminate this Agreement upon written notice of such termination to consultant. The City of Temple City shall pay the consultant only the fee associated with the services provided under the Schematic Design Phase. 2. Design Development: Upon written authorization by the City of Temple City to proceed with the Design Development Phase, consultant shall prepare from the Schematic Design Phase documents approved by the City of Temple City, Design Development Phase documents consisting of the following: a. Architectural and all other disciplines (consultant and sub-consultants work): i. Scaled, dimensioned plans for the street and its components. ii. Scaled cross road sections showing dimensional relationships, materials and component relationships. iii. Identification of all fixed equipment to be installed in contract. iv. Plan to be completely drawn with beginning notes and dimensions including grading and paving. v. Preliminary development of details and large-scale blow-ups. vi. Legend showing all symbols used on drawings. vii. Plans identifying all major equipment and furniture. viii. Further refinement of SD outline specification for architectural, and all engineering design work, and landscape manuals, systems and equipment. ix. Lighting plans and specification for the street, showing: (work to be coordinated with SCE) ix(a) Light fixtures options; ix(b) Power plans; and ix(c) Installation detail and sections. A-12 b. Electrical: i. All lighting fixtures should be located and scheduled showing all types and quantities of fixtures to be used, including proposed lighting levels. ii. All major electrical equipment at point of connections should be scheduled indicating size and capacity. iii. Complete electrical distribution including a one line diagram indicating point of connections, communications, controls; (high and low voltage) motor control centers, panels, transformers and emergency generators, if required. iv. Legend showing all symbols used on drawings. v. More developed outline specifications indicating quality level and manufacture. c. Civil: i. Further refinement of SD development of site utility systems for sewer, water, storm drain, gas, and fire water. Includes pipe sizes, materials, invert elevation location and description of manholes, clean outs, hookups, bedding and installation details. ii. Further refinement of SD drawing related roadways, sidewalks, bulb outs, parking, medians, cross walks, transit stops and shelters, rest area furniture, entry and exiting locations, driveways, curb and gutters, storm drainage improvements and ADA path compliance issues. Include details and large scale drawings of curb and gutter, manhole, thrust blocks, paved parking and roadway sections. iii. Structural drawing with all major members located and sized as they may apply to some of the elements on the street such as road bed and possible retaining wall modifications. iv. Preliminary specifications. d. Landscape: Further refinement of Schematic Design concepts. Includes coordination of hardscape, landscape planting, ground cover, and irrigation main distribution lines. e. Traffic Engineer: Further Development and coordination of design for pedestrian cross walks, pedestrian signal lights, traffic signals and roadway safety issues. Include A-13 specification for the proposed components. Identify and coordinate the layout of the proposed components with the City of Temple City’s Traffic Engineer. f. Lighting designer: Provide plan and specification for the street lighting selection and alternatives such as energy saving options. g. City of Temple City to provide general condition specification and supplementary conditions. h. Probable Cost: Design Development Probable Cost: This probable cost shall be prepared by specification section, summarized by CSI category. The probable cost shall include individual item unit costs of materials, labor and equipment. Sales tax, contractor's mark-ups, and general conditions shall be listed separately. i. Meetings: During the Design Development Phase it is anticipated that two (2) meetings per month will convene to address specific design issues and to facilitate the decision making process such meeting shall not exceed one day in duration and will be held in the City of Temple City office. Documented decisions made at such meetings and subsequently approved by the City of Temple City shall be binding. Any revisions or reconsiderations of such decisions affecting program, master plan and schematic design shall constitute a change in the scope of services of the consultant. City of Temple City and consultant shall schedule progress meetings to coincide with the consultant’s coordination meeting. j. Deliverables: Copies. Three (3) - prints from all professional disciplines necessary to deliver the project Four (4) - Outline Specifications Four (4) - Probable Cost Two (2) - Permit File, including all correspondence, meeting notes, etc. to date A-14 3. Construction Document: Not part of this agreement 4. BID AND AWARD PHASE: Not part of this agreement 5. CONSTRUCTION ADMINISTRATION PHASE: Not part of this agreement IV. PROGRAM SCHEDULE: Program Schedule shall be provide by the selected design consultant. The duration for this agreement is 6 calendar months starting from the formal notice to proceed by the City of Temple City. The completion of Schematic Design for submission to MTA on “Call For Project” shall be January 16th of 2013. V. AMENDMENT The Scope of Services, including services, work products, and personnel, are subject to change by mutual Agreement. In the absence of mutual Agreement regarding the need to change any aspects of performance, the consultant shall comply with the Scope of Services as indicated above. EXHIBIT “B” COMPENSATION I. In addition to the hourly rates, the Consultant shall use the following table for the breakdown of proposed fee on the provided Services: Phase One A. Pre Design Services $148,102 or 13% B. Schematic Design/ Design Development Services $196,431 or 18% C. Design Development $112,503 or 10% Totals for Phase One 457,036 or 41% Note: The fees for Freedman Tung + Sasaki Urban Design will be consistent with the hourly rate schedule for them and their sub-consultants for the not to exceed amount mentioned in the above table. II. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all supplies properly charged to the Services. C. Line items for all travel properly charged to the Services. D. Line items for all equipment properly charged to the Services. E. Line items for all materials properly charged to the Services. F. Line items for all subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services for Phase One shall not exceed $500,000, as provided in Section 4 of this Agreement. B-1 C-1 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: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) 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. C-2 (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 Coverage. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insured 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-3 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 or to fulfill the indemnification provisions and requirements of this Agreement.