The URL can be used to link to this page

Home My Public Portal AboutCRA3BTene4 M TO: FROM: BY: SUBJECT: SUMMARY CRA AGENDA E M O R AN D L M ITEM 3.B. Staff Report COMMUNITY REDEVELOPMENT AGENCY DATE: SEPTEMBER 7, 2010 JOSE E. PULIDO, EXECUTIVE DIRECTO PEGGY KUO, DEPUTY CITY CLERK FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT WITH SEIFEL CONSULTING INC. TO PREPARE A REDEVELOPMENT STRATEGY AND ECONOMIC DEVELOPMENT ASSESSMENT The Community Redevelopment Agency (CRA) Board is requested to consider approval of the First Amendment to the consultant services agreement with Seifel Consulting Inc. which makes minor language modifications to their recently approved consultant services agreement to prepare a redevelopment strategy and an economic development assessment plan. BACKGROUND On August 3, 2010, the CRA Board approved a $60,000 consultant services agreement with Seifel Consulting Inc. to provide the Temple City Community Redevelopment Agency with a redevelopment strategy and an economic development assessment plan. ANALYSIS Subsequent to the CRA Board's approval of this consultant services agreement, the City Clerk's Office received a request from Seifel Consulting's attorney and insurance carrier requesting some minor language changes to this agreement. The requested changes, listed below, were discussed with the City Attorney and subsequently approved, subject to Board approval of the First Amendment to the Seifel consulting agreement. 1. Section 6. Ownership of Documents: Language was inserted on the third line of text, "All original maps...pursuant to this agreement, "...excluding Seifel's previously developed proprietary computer models." shall become the sole property of CRA..! 2. Section 16. Indemnification ((a) & (b)): the term "agents" were removed in sections (a) and (b) where they apply to the City because the insurance provider was unable to underwrite the term "Agents" as this party identification is too broad and poses an undue liability for the carrier for Seifel Consulting. If the City has specific Agents who are connected with this contract they wish to indemnify, they can be added to the policy. In order to do this, they must be identified by name and title for the insurance company underwriters to approve the request. Community Redevelopment Agency September 7, 2010 Page 2 3. Exhibit "C" Insurance (B.2.(1)): As with section 16, the insurance provider will not indemnify or additionally insure the use of the term "volunteers" unless they are identified specifically by name and title. Unless the City has any volunteers that are identified specifically for this contract, Seifel Consulting Inc. requests the removal of the term "volunteers", as it pertains to the City, from this section. In addition, the City Attorney recommended that we insert additional language delegating authority to the Executive Director to make minor changes to schedules as long as these changes do not cause an increase to Community Redevelopment Agency expenditure. Below is the language that is being inserted to Section 27, Modification of Agreement: No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the CRA Board, "except that the City Manager is herby authorized to make minor modifications to this Amendment to adjust schedules of work, provided such changes will not result in any increased cost to the CRA". Approval of the first amendment to the Seifel Consulting agreement will allow the CRA Board to proceed with the preparation of a redevelopment strategy and an economic development assessment plan. FISCAL IMPACT None. RECOMMENDATION That the CRA Board approve the First Amendment to the consultant service agreement with Seifel Consulting Inc., which makes minor language modifications to their recently approved consultant services agreement and allows them to move forward to prepare a redevelopment strategy and an economic development assessment plan for Temple City. ATTACHMENT First Amendment to Seifel Consulting Inc. Agreement ATTACHMENT "1" FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT by and between the CITY OF TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY and SEIFEL CONSULTING INC. Dated , 201.0 LA era815-?€182-E1IEli v 1 FIRST AVIEM)MENT T() AGREEMENT FOR CONSULTANT SERVICES BETWEEN TIIE CITY OF TEMPLE CI'T'Y, CALIFORNIA AND SEIFEL CONSULTING INC. This First Amendment to Agreement For Consultant Services ("First Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CI'T'Y OF TEMPLE CITY COMMUNITY REDEVELOPMENT LOPMENT AGENCY ("CRA") and SEIFEL L CONSULTING INC. ('`Consultant"), as follows: RECITALS CRA and Consultant entered into an Agreement for Consultant Services Between The City of Temple City. California and Seifel Consulting Inc., on August 3, 2010 (" Agreement"). B. CRA and Consultant now desire to amend the Agreement. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: SECTION 6. OWNERSHIP OF DOCUMENTS. Section 6 to the Agreement is amended and shall read as follows: Ali original maps, models, designs, drawings, photographs. studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant its the course of providing any services pursuant to this Agreement, excluding Seifel's previously developed proprietary computer models, shall become the sole property of CRA and may be used, reused or otherwise disposed of by CRA without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to CRA all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that CRA 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 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. L..'tO815-500-0103 v1 -1- SECTION 16. INDEMNIFICATION. Sections 16 (a) and 16 (b) to the Agreement are amended and shall read as follows: (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 CRA and any and all of its officials and employees ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent sanne are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, 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 CRA, and any and all of its employees and officials from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs; interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents. employees or sub -contractors of Consultant. SECTION 27. MODIFICATION OF AGREEMENT. Section 27 to the Agreement is amended and shall read as follows: No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the CRA Board, except that the City Manager is hereby authorized to make minor modifications to this Amendment to adjust schedules of work, provided such changes will not result in any increased cost to the CRA. Exhibit "C". INSURANCE. Section B.2.(1) of Exhibit C to the Agreement is amended and shall read as follows: (1) CRA, and its respective elected and appointed officers, officials, and employees are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to CRA, and their respective elected and appointed officers, officials, or employees. LA „4815-5082-01 (3 vi -2- 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties. 2.2 Integration, This First Amendment consists of pages 1 through 4 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 First Amendment. 2.3 Effective Date. This First Amendment shall not become effective until the date it has been formally approved by the CRA Board and executed by the appropriate authorities of the CRA and Consultant. 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment, 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. CITY OF TEMPLE CITY COMMUNITY REDEVELOPMENT MENT AGENCY By: Jose Pulldo Executive Director 1,A ::48I5-5082-0103 vi ATTEST: Mary Flandrick Secretary APPROVED AS T() FORM By: Eric Vail Agency Counsel SEIFEL CONSULTING INC. By: By: Its: Its: NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIA'T'E AT'T I S'IA`11ONS SHALL BE INC1 UD1 1) AS MAY BE REQUIRED BY "FlIE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS TONS APPLICABLE '10 DEVELOPER'S T.OPER`S BUSINESS ENTITY. 1_A4•1815 -5082-[})f13 v -4-