HomeMy Public PortalAboutAgreement_2023-05-02 5/2/2024_Realty Planners Group, Inc.__AGREEMENT FOR SERVICES
BY AND BETWEEN
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Realty Planners Group, Inc
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
REALTY PLANNERS GROUP, INC.
This Agreement for Services ("Agreement") is entered into as of this 21JD day of
MP1 , 2021by and between the City of Temple City, a municipal corporation ("City")
and Realty Planners Group. Inc., , a
("Service Provider"). City and Service Provider are sometimes referred to individually as
"Party" and collectively as the "Parties."
RECITALS
A. City has sought, by request for proposal, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance of
the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Agreement and the city manager of the City (hereinafter referred to as the
"City Manager") has authority to execute this Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for a year commencing on the date first
ascribed above.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
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(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, as determined by the City in its sole and absolute discretion, the Service
Provider shall be deemed to be in Default of this Agreement. The City, in its sole
discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized by City in advance and in writing in
accordance with Section 26 "Administration and Implementation" or Section 28
"Amendment" of this Agreement. If and when such additional work is authorized, such
additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of
this Agreement by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed thirty thousand dollars ($30,000), unless additional
compensation is approved by City in writing in accordance with Section 26 "Administration
and Implementation" or Section 28 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and subcontractors. Subcontractor charges shall be detailed by the
following categories: labor, travel, materials, equipment and supplies. If the
compensation set forth in subsection (a) and Exhibit "B" includes payment of labor on an
hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review and
approve, in City's sole discretion, each invoice submitted by the Service Provider to
determine whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed, the
invoice shall be approved and paid according to 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 Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause Service
Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and
undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Service Provider nor shall
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payment to Service Provider be deemed a waiver of any other breach or default by
Service Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of any
of the provisions of this Agreement including, but not limited to, Section 16
"Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents (whether digital, physical
or otherwise) prepared, developed, received or discovered by Service Provider in the
course of providing the Services pursuant to this Agreement shall become the sole
property of City and may be used, reused or otherwise disposed of by City without the
permission of the Service Provider. Upon completion, expiration or termination of this
Agreement, Service Provider shall turn over to City all such original maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files,
files and other documents. All documents shall be turned over to City within thirty (30)
days upon completion, expiration or termination of 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
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and other records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records (whether digital, physical or otherwise)
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
Service Provider pursuant to this Agreement. Any and all such documents or records
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shall be maintained for at minimum three (3) years from the date of termination of this
Agreement and to the extent required by laws relating to audits of public agencies and
their expenditures, whichever period of time is longer.
(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, as determined by City in its sole and absolute
discretion; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Service Provider's address indicated for receipt of
notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded for any
reasonable reason, including due to dissolution or termination of Service Provider's
business, City may, by written request, require that custody of such documents or records
be given to the City. Unconditional access to such documents and records shall be
granted to City, as well as to its successors -in -interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
Contractor and not an officer, employee or agent of City. Service Provider 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
Service Provider shall at all times be under Service Provider'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 Service Provider or any of Service
Provider's officers, employees, or agents except as set forth in this Agreement. Service
Provider shall not at any time or in any manner represent that Service Provider or any of
Service Provider's officers, employees, or agents are in any manner officials, officers,
employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider'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. Service Provider expressly waives any claim
Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider 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. Service Provider shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all
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Services. In meeting its obligations under this Agreement, Service Provider shall employ,
at a minimum, generally accepted standards and practices utilized by persons engaged
in providing services similar to the Services required of Service Provider under this
Agreement. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth in
Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under
this Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over the
general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this Agreement.
Neither City nor any elected or appointed boards, officers, officials, employees or agents
of City shall be liable, at law or in equity, as a result of any failure of Service Provider to
comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Service Provider that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California Labor Code
or regulations promulgated thereunder: Construction, alteration, demolition, installation,
or repair work performed on public buildings, facilities, streets or sewers done under
contract and paid for in whole or in part out of public funds. In this context, "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.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, sexual orientation, age,
physical handicap, medical condition, marital status or other legally protected class in
connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration 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 Service Provider so employ such unauthorized aliens for the performance of the
Services, and should the any liability or sanctions be imposed against City for such use
of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the
cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by City.
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SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider 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 Service Provider's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the City
Manager. Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Agreement.
(b) City understands and acknowledges that Service Provider is, as of the date
of execution of this Agreement, independently involved in the performance of non -related
services for other governmental agencies and private parties. Service Provider is
unaware of any stated position of City relative to such projects. Any future position of City
on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Service Provider will perform non -
related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information
is in the public domain or already known to Service Provider. Service Provider shall not
release or disclose any such information or work product to persons or entities other than
City without prior written authorization from the City Manager, except as may be required
by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary", provided Service Provider gives City written notice of such court
order or subpoena prior to Service Provider's response to said subpoena or court order.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemnity from Service Provider for
any damages, costs and fees, including attorneys' fees, caused by or incurred as a result
of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
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admissions or other discovery request, court order or subpoena from any party regarding
this Agreement and the work performed thereunder. City retains the unilateral right, but
has no obligation, to represent Service Provider or be present at any deposition, hearing
or similar proceeding. Service Provider agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Service Provider before submission of such discovery responses. However, this right to
review any such response does not imply or mean the right by City to control, direct, or
rewrite said response, nor shall City be responsible for any deadlines imposed upon
Service Provider.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall immediately indemnify, protect, defend (using
legal counsel reasonably approved by City) and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all
liability (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether
actual, alleged or threatened, including attorneys' fees and costs, court costs, interest,
defense costs, and expert witness fees) arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, any negligent or wrongful or willful act, error or
omission of Service Provider, or by any individual or entity for which Service Provider is
legally liable, including but not limited to officers, agents, employees or sub -Service
Providers of Service Provider, in the performance of professional services under this
Agreement. Should conflict of interest principles preclude a single legal counsel from
representing both City and Service Provider, or should City find Service Provider's legal
counsel unacceptable, then Service Provider shall reimburse City its costs of defense,
including without limitation attorney fees, expert fees and all other costs and fees of
defense and litigation. Service Provider shall promptly pay any final judgment rendered
against the City (and its officers, employees, agents and volunteers) with respect to
claims determined by a trier of fact to have been the result of the Service Provider's
negligent, reckless or wrongful performance. It is expressly understood and agreed that
the foregoing provisions are intended to be as broad and inclusive as is permitted by the
law of the State of California and will survive termination of this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend (using legal counsel reasonably approved by
City) and hold harmless City, and any and all of its employees, officials and agents from
and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys' fees and
costs, court costs, interest, defense costs, and expert witness fees), where the same arise
out of, are a consequence of, or are in any way attributable to, in whole or in part, the
performance of this Agreement by Service Provider or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees
or sub -Service Providers of Service Provider. Should conflict of interest principles
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preclude a single legal counsel from representing both City and Service Provider, or
should City find Service Provider's legal counsel unacceptable, then Service Provider
shall reimburse City its costs of defense, including without limitation attorney fees, expert
fees and all other costs and fees of defense and litigation. Service Provider shall promptly
pay any final judgment rendered against the City (and its officers, employees, agents and
volunteers) with respect to claims determined by a trier of fact to have been the result of
the Service Provider's negligent, reckless or wrongful performance. It is expressly
understood and agreed that the foregoing provisions are intended to be as broad and
inclusive as is permitted by the law of the State of California and will survive termination
of this Agreement.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider agrees
to be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of Service Provider
and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and 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. The obligation to
defend contained herein shall begin immediately upon notice from City of such duty. In
the event a design professional is found to have partial or no liability pursuant to Civil
Code Section 2782.8, the design professional shall be permitted to seek reimbursement
for defense costs, including attorneys' fees, but shall be obligated to provide for
immediate defense and indemnity to City upon request.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of City
or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made
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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 in City's sole and absolute discretion. Service Provider
agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities that will fulfill the duties and obligations imposed upon Service Provider under
this Agreement. In recognition of that interest, Service Provider shall not assign or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all remedies
at law or in equity, including termination of this Agreement pursuant to Section 20
"Termination of Agreement." City acknowledges, however, that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors as
permitted by this Agreement.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City in writing of any changes in Service Provider's
staff and sub -Service Providers, if any, assigned to perform the Services prior to and
during any such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event such
notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fails to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider, or
City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
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SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reason(s) for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended by City, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on
the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or
all of the outstanding invoices during the period of default. If Service Provider does not
cure the default, the City may take necessary steps to terminate this Agreement under
Section 20 "Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement. Any payment
made pursuant to this Section does not constitute a waiver of, or a consent to, any present
or future violation of or default of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of City, court orders,
fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term
and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the Services
shall be furnished to Service Provider in every reasonable way to facilitate, without undue
delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices to be given by either party shall be in writing and shall be sufficiently
given or made by (i) delivery in person; (ii) first class, registered or certified mail, postage
prepaid; or iii) overnight courier addressed to the other party at its address set forth herein
or at such other address as the other party may have designated by notice given
hereunder.
To City:
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City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
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To Service Provider:
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Notice shall be deemed effective on the date personally delivered or, if mailed, five
(5) 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 Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or
her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City Manager's
contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total compensation
under this Agreement, as amended, would not exceed the City Manager's contracting
authority under the Temple City Municipal Code. All other amendments shall be approved
by the City Council. The Parties agree that the requirement for written modifications
cannot 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 Service
Provider shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
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This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, 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 Service Provider and City prior to the execution of this
Agreement. No statements, representations or other agreements, whether oral or written,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by reference
into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first -above written.
CITY OF TEMPLE CITY
LA #4812-6556-4997 v2
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-12-
an Cook
City Manager
ATTEST:
Peggy uo
City Clerk 3
APPROVED AS TO FORM
Eric S.
City ttor
Y
By: ` T } y
Its: Its:
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.
LA :448l2 -6;;b-4997
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SEE ATTACHED
ACKNOWLEDGMENT �.
- I; _
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA (, )
COUNTY O 0 {,1 i r�:"' )
On J �� 2 before me, '<s� tf--. �!, —L,, / / / /�' L/)»
Date -/ • e--<--4----
Name And I itle Of Officer (e.g. "Jane Doe, Notary Nurfic )
personally appeared -<-'r r x'/)/f= 12 - -
(rIri nYin»Yry-ryy yrry,7yyryyryyyy
L BRANDON EVANS
u it.„...,` COMM. #2322894
L-0 "=1 NOTARY PUBLIC -CALIFORNIA C!f4 SAN DIEGO COUNTY
MY COMM EXPIRES FEBRUARY 29, 2024 -
Cry. -' . <, r.r.�c.,..
L.
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 helshelthey executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
OPTIONAL
Sig of Notary Public
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACITIES) 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
Signer(s) Other Than Named Above
I.A #4812-6556-4997 v2
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EXHIBIT "A"
SCOPE OF SERVICES
During the contract period, the consultant shall perform the following tasks:
Task
No.
Description
Deliverables
1
Project
Management
and Kick-off
Attend, present, and participate in six (6) meetings which
may include City Council meetings/hearings, public and
stake -holder meetings, zoom meetings, etc.
Attend, present, and participate in six (6) meetings which
may include City Council meetings/hearings, public and
stake -holder meetings, zoom meetings, etc.
prepare public meeting presentation materials, memos,
letters, resolutions, findings of fact, and other documents as
required by the City.
Provide regular e-mail progress reports to the project
manager.
2
Infrastructure
grant application
During the contract period, RPG will assist city staff in
preparing an application for an infrastructure grant that
could facilitate the production of housing (during the 2021-
2029 planning period) for completing one drainage or sewer
system project that will serve the Crossroads Specific Plan
area
3.
Religious
Institution
Outreach
RPG will reach out to owners or operators of sites owned
by all religious institution within the City to elicit their interest
in participating to fulfill the City's goal to permit 10 housing
units on the site of a religious institution (faith -based) with a
target of 40 percent in higher income areas during the 2021-
2029 planning period. The outreach will be over email,
phone, or in -person meetings.
A report on the outreach will be submitted to staff.
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4.
Rental
Assistance (for
Existing Cost
Burdened
Households).
RPG will contact Los Ange- les County Development
Authority (LACDA) to continue to support the Section 8
programs benefitting the City. Although Housing Choice
Vouchers are portable and administered by LACDA, the
City's objective is to continue to have at least 70 Section 8
Housing Choice Voucher program participants reside (at
2020 levels) in Temple City.
RPG will assist city in preparing advertisements on the
availability of the Housing Choice Voucher Program on City
website, newsletters, email blasts, social media, cable
television channel as well as handouts at City Hall and other
public buildings and facilities. City staff will be responsible
for incorporating/disseminating such media documents
prepared by RPG.
5
Affordable
Housing
Development
Assistance.
RPG will contact six affordable housing and special needs
housing developers to determine how the City can most
effectively support and facilitate special needs and
affordable housing projects in Temple City. In particular,
RPG will discuss how developers could avail reduced
development fees, incentives, concessions, and waivers to
development standards, and density bonuses. The goal of
permitting 10 below market rate units (i.e., affordable to
moderate or lower- income households) in Temple City by
2029.
RPG will submit a report regarding the discussions to the
City.
6
Enhanced
Density Bonus
(Evaluation).
RPG will evaluate increasing density bonus provisions for
projects that include affordable housing above that required
by State law (e.g., above the 50 percent bonus pursuant to
AB 2345).
RPG will prepare the density bonus ordinance, as needed.
7
Safe Parking
RPG will study the allowance for Safe Parking Programs in
appropriate zones within the City. Based on the findings of
the study, RPG will prepare a Safe Parking Program, in
consultation with City staff. 3). RPG will assist staff in
presenting the findings and the Program to the Planning
Commission and the City Council.
8
Process
Improvements
RPG will evaluate methods to decrease the time required
for permit approvals, including an evaluation of the permit
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review authority thresholds (e.g., Planning Commission
review required for projects of seven or more units) and
submit a report to city staff.
Based on the evaluation, and as per the direction of staff,
an ordinance amending the zoning code would be prepared
by RPG for consideration by Planning Commission and City
Council.
9.
SB35
Processing
RPG will develop an application form and checklist and
written policy or project review and approval guidelines to
specify the SB 35 (2017) streamlining approval process and
standards for eligible projects as set forth under
Government Code §65913.4 and consistent with HCD
Updated Streamlined Ministerial Approval Process
Guidelines.
10.
Fair Housing
Program
RPG will prepare a survey form that could be used by city
staff in evaluating public awareness and availability of the
ser- vices offered by HRC.
11.
Rental
Assistance
Program
RPG will evaluate and pro- pose a program that provides
temporary rent- al subsidies to existing residents (extremely
low-income households) that are at -risk to homelessness.
RPG will also study other subsides and assistance available
and inform how the City could effectively structure the
program.
12.
Anti-
Displacement
Resources
RPG will create communications materials in multiple
languages to effectively distribute information regarding
local and regional tenants' rights resources, as well as other
relevant resources, in a user-friendly manner, for use by
City staff.
13.
CEQA Mitigation
Measures
RPG will prepare necessary language to amend the
General Plan and/or zoning ordinance stating that projects
inconsistent with the General Plan Update and Crossroads
Specific Plan EIR mitigation measures will not be approved
unless a statement of overriding consideration is made that
finds that the City's environmental justice goal is furthered
with the approval of the project.
RPG will prepare an anti -idling ordinance for consideration
by the City. Typical language of such an ordinance would
make it unlawful for any person to permit any truck,
automobile or motorcycle engine to idle for more than ninety
consecutive seconds while that vehicle is parked on a city
street.
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RPG will prepare a Council Resolution establishing
policies/instructions on providing financial assistance to 10
households for asbestos and/or lead testing and
abatement.
14.
Landlord
Education and
Out- reach.
RPG will coordinate an HRC landlord education workshop
and provide a report to staff.
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EXHIBIT "B"
COMPENSATION
The consultant will be compensated based on the following rate and tasks:
Table 1: Schedule* & Costs (Flat Rate. 5120/Hour. Not -to -Exceed Costs).
No.
Timeline
Task
t-loura
Rote (5)
Total (S)
Srafl
1.
1nrd - syn.. 21123
1:14: 1: Potter Alanastemcnl anti K,,;..
1 24:
24141
2.
April 21123
Task 2: Infrastructure (;rants
2,1
124:
24u11
(it, it t.
\prtl - \Ia4 2)23
7 -ask 3: Rehgiuus tnstitutiuns tlulrrarh
2+1
12j11
244K1 I
(.rusks
3.
Mar 2023
Task 4: Rental Assistance (ter Existing Cora 1lurdencd Houschrrlda).
Is
(2" I
18(111
George
_-
\fa) - June 2023
Task 5:.1f6,nlahle Hnusrng Development \ssisnuxe
13
120
1'8110
Gertrge
6.
June 2023
Task 6: !Enhanced Density Bonus (Es aluarion)
15
120
18110
George
-
lone- lull 21123
Task': Sal. Parking
511
1241
61K81
George
8.
loll 2023
Task 8: Process lmprovcmrnts
10
120
12(41
George
'1.
11,14 21123
Task 9: till 33 Pr4Ke+suns
In
120
121)11
_
George
t11.
luh• 21123
Task III: Fair tlnusing Program
10
12(1
121111
George
11.
August 2023
Task I I: Rental Assistance Pn,grant
20
120
24141
Cienr}rc
12.
,\ugust 202,;
Task 12: Anti-Displaremeni Resources
20
12(1
24(111
George
13.
August- Sept. 21123
Tani I t. 4.1(171 \lingation!Erasures
1(1
12_11
121111
George
14.
August= Sept, 202,3
"1',rsl: 14: land! ,rd Education and (iurrcarh
10
120
12181
George
15.
T( (rAL Cl /ST 15)
294!x1
16.
' The schedule will ire tine•lur.,V I,.,•.,,„„i ,,, ,I,..r1 ;Il1p1,,4; 11 1) ... .
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating is an assigned 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:
Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
Automobile Liability. Service provider shall maintain automobile insurance at least
as broad 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.
Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service Provider
and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. Professional 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
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a period of no less than three years after completion of the services required by
this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $2,000,000 per occurrence,
$4,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $2,000,000 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. $2,000,000 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.
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(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 Service Provider maintains
higher limits than the minimums shown above, the Agency requires and shall be entitled
to coverage for the higher limits maintained by the Service Provider. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the Agency.
(4) Coverage provided by the Service Provider shall be primary
and any insurance or self-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
LA #4812-6556-4997 v2
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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.
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