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HomeMy Public PortalAboutAgreement_2021-02-16_Harris & Associates_Second Amendment for Professional ServicesSECOND AMENDMENT TO AGREEMENT FOR SERVICES by and between the CITY OF TEMPLE CITY and HARRIS & ASSOCIATES, INC. Dated February 16, 2021 Page 1 of 9 SECOND AMENDMENT TO AGREEMENT FOR SERVICES This Second Amendment to the Agreement for Services ("Second Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and Harris & Associates, a corporation ("Service Provider"), as follows: RECITALS A. On February 2018, the City issued a Request for Proposal for Lighting and Landscape District Assessment services and awarded an agreement to Service Provider. B. On March 7, 2018, the City and Service Provider fully executed an agreement that expires on December 31, 2019. C. On March 3, 2020, the City Council authorized the City Manager to enter into a first amendment to the Agreement ("First Amendment") for Lighting and Landscape District Assessment services with Service Provider for the FY 2020-21 and expiring on December 31, 2020. D. On February 16, 2021, the City Council authorized the City Manager to enter into a second amendment to the Agreement ("Second Amendment") for Lighting and Landscape District Assessment services with Service Provider for the FY 2021-22 retroactive to January 1, 2021 and expiring on December 31, 2021. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Second Amendment, which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 Section 1. Section 1 is hereby modified and amended as follows: Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for 12 months commencing on January 1, 2021 until December 31, 2021. 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties. Page 2 of 9 2.2 Integration. This Second Amendment consists of pages 1 to page 9 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 2.3 Effective Date. This Second Amendment is effective on the date it was formally approved by the City Council and executed by the appropriate authorities of the City and Service Provider. 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in the First Amendment and this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Second Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. CITY: THE CITY OF TEMPLE CITY ATTEST: Peggy Kuo, City Clerk APPROVED AS TO FORM Gregory M. Murphy, City Attorney By: Bryan Cook, City Manager Page 3 of 9 SERVICE PROVIDER: Harris & Associates, Inc. By: piivy Name: 4it5Gvy 7e," 1� y Title: Sen ! G✓' fbi By: Name: MT;e.S n Title: f 1 I D` D1;\e e' Page 4 of 9 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF-LOC ANGELES Oct -sit - On Fclorth , 20X before me, f3 r Vv�"1 DUate n\ Name AI itle O1 Oihcer Jane/Doe, Notary he") nd personally appeared P It SO co w e of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJ under the laws of the State of California that the foregoing paragraph is true . c. rect. WITNESS my hand an blic TIONAL BARDIA SADEGHI Notary Public - California Orange County Commission ii 2215527 My Comm. Expires Oct 17, 2021 Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name: Individual Corporate Officer Title(s) Partner(s) Attorney -In -Fact Trustee(s) Guardian/Conservator Other: Limited General Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number Of Pages Date Of Document Page 5 of 9 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES DCe& — \\ 1 On Fe )cI 2021 before me, ar 1,44 01/4- Sc-' �� �OTa � 1r'— ate Jame And l it e t Otticerl(e.g /ane oe, N ary t'ublic'") personally appeared \--V,\-\-r.A,. n Satz "-a.r ) Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true - orrect. WITNESS my hand and o Signat ZONAL BARDIA SADEGHI Notary Public - California Orange County Commission N 2215527 My Comm. Expires Oct 17, 2021 Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name: Individual Corporate Officer Title(s) Partner(s) Attorney -In -Fact Trustee(s) Guardian/Conservator Other: Limited General Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number Of Pages Date Of Document Page 6 of 9 EXHIBIT A INSURANCE A. Insurance Requirements. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked" requirements are applicable and Service Provider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: x Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). x Automobile Liability. Service provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles. x Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. x Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to the Service Provider's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period of no less than three years after completion of the services required by this agreement. Page 7 of 9 2. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability. No less than $1,000,000 combined single limit for each accident. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's Liability Insurance with limits of at least $1,000,000. (4) Professional Liability. $1,000,000 per claim and in the aggregate. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. 2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (3) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in Page 8 of 9 excess of the specified minimum limits of insurance and coverage shall be available to the Agency. (4) Coverage provided by the CONTRACTOR shall be primary and any insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured. (5) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides. 2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. Page 9 of 9 (s.`. r5 Sit CERTOFICA T E OF THE PRESIDENT AND CEO OF HARM ASSOCIATES, INC. Auk Ei � riza�:i �>ra o Enter into Contracts and Proposals Pursuant to the authority granted by Section 5.3 of the Bylaws of Harris & Associates, Inc., a California corporation (Company), and the delegation of authority by the Board of Directors of the Company to the President and CEO, the undersigned, as President and CEO, hereby authorizes the individuals named below the have the authority to enter into contracts and proposals, and incur obligations in the amounts set forth below for contracts with acceptable risk. Those contracts that have questionable risk must be elevated to the Risk Management Advisory Committee for review and approval. These individual authorities shall remain in effect until the designated individual's employment or position is terminated or the signing authority is revoked, changed or amended by a duly executed Certificate of the President and CEO. Contracts and Proposals in Unlimited Amounts QC -Suite, Division Presidents, Senior Vice Presidents) Ehab Gerges John Kuprenas Lisa Larrabee Michelle White Steven Winchester Contracts and Proposals yip t© One Million Dollars Qy1,0©0,000) Scott Alman Randall Berry Alison Bouley Vijay Desai Sean Dunbar Chris Dunne Ann Hajnosz Kourosh Iranpour Lara Jennings Frank Lopez Hitta Mosesman Matt Nethercutt Diane Sandman Craig Seifert Tom West IN WITNESS WHEREOF, the undersigned has executed this Certificate of the President and CEO as of this 2-01 G day of October, 2020. Lisa V. Larrabee, President and CEO 14ri1 Wilinw PASS Rnari Snits. 5f)I1 rnfrnrri CA 9457[1 ■ n- 475 R77 4141111 Et f• R(F R5R f144R U WpAreHarr mm