HomeMy Public PortalAbout10) 7D First Amendment Gonzalez Goodale ArchitectsAGENDA
ITEM 7.0.
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: Septe mber 5 , 2017
TO : The Hon orab le City Co u nc il
FROM : Brya n Cook , City Manager
By : Bri an Haworth , Assistant to the City Manager
SUBJECT: FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
#17-016 WITH GONZALEZ GOODALE ARCHITECTS
RECOMMENDATION:
The City Counci l is re ques ted to:
1. Appro ve a con tract ual firs t amendment w it h Go nzalez Gooda le Architects for on-call
architectura l a nd urban design serv ices up to a total amount of $49 ,999 .
2 . Designate the am ount of $25 ,000 from the General Fund Reserve (unassigned fund
balance) to Fund 01-910-42-423 1: Professional Services .
BACKGROUND:
1. Earlier this yea r, the City Manager entered into a $24 ,999 professiona l services
agreement wi th Gonzalez Goodale Architects for on-call architectura l and urban
design services. Resultant work products to date include :
• Si t e and develop ment co nce pt s f or t he City 's Pri m rose properties .
• Beautificati o n conceptual studies for Las Tunas Drive .
• S ign desig n concepts for a new entry sign at Las Tunas Drive/Baldwin Avenue .
(Please note t hat the last two items are under development. Final concepts will be
presented to the Las Tunas Drive standing committee by early October.)
2 . All projects sco ped under the existing agreement will soon be completed and fully
invoiced at a to tal cost of $24 ,999. G iven Council 's des i re to possibly further these
initiatives , th e requested contractual amendm e nt (Attachment "A ") prov ides
additional opportunity and funding for final designs , further analyses and other
work deemed necessary by the City Manager.
City Council
September 5 , 2017
Page 2 of 2
3. The requested contractual amendment also reflects changes ans1ng from the
departure of David Goodale from Gonzalez Goodale Architects . Mr. Goodale has
been the lead professional on the three projects listed above. The contract
provides that the City has the right to continuity of personnel , so the parties have
agreed that he will be retained as a subcontractor for the current projects . The
parties w ill also have the ability to discuss the use of Mr. Goodale as a
subcontractor on future projects .
4 . The requested amendment finally modifies the insurance and indemnity language
of the contract to comply with new requirements imposed by the City 's insurers.
The City is in the process of bringing its existing contracts into compliance with
these requirements as the contracts come up for renewal or amendment , and all
new contracts comply with the requirements .
ANALYSIS:
As Counc i l continues its focus on downtown revitalization , the serv ices of Gonzalez
Goodale play a critical role in guiding strategic improvements. The recommended
contractual amendment cont inues this working relationship , with services provided on
an on-call basis .
The draft amendment calls for a revised total cost not to exceed $49 ,999 . It also allows
for the retent ion of David Gooda le to perform City work as a subcontractor, and makes
"boilerplate" changes to indemnification and insurance prov isions as required by the
C ity's insurers .
All other contractual terms remain unchanged .
CITY STRATEGIC GOALS:
Actions contained in this report al ign with the City's strategic goals of good governance
and econom ic development.
FISCAL IMPACT:
This memorandum requests a $25 ,000 appropriation from the General Fund Reserve
(unassigned fund balance).
ATTACHMENT:
A. Contractual First Amendment
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
by and between
the
CITY OF TEMPLE CITY
and
ATTACHMENT A
GONZALEZ GOODALE ARCHITECTS
Dated September 5, 2017
FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This Fi rst Amendment to the Agreement ("First 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 Gonzalez Goodale Architects, as fo llows:
RECITALS
A. City and Service Provider entered into an agreement for services on May 1, 20 17
("Agreement"). The Agreement provides that Service Provider wi ll perform on-call
architectural and urban design services .
B . Section 4 of the Agreement provides a total compensation amount not to exceed twenty
four thousand nine hundred and ninety-nine dollars ($24,999) which amount is within the
contracting authority o f the City Manager.
C. City now has the need for on-call architectural and urban design services in excess of the
City Manager's contracting authority .
D. Sections 16 and 17 of the Agreement Impose certain msurance and indemnity
requirements on Service Provider.
E . The City's insurers have impose d new requirements on City related to insurance and
ind e mnity and City is in the process of updating its contracts in order to comply with
these requirements .
F. Section 19 of the Agreement provides that Service Provider shall make every reasonable
effort to maintain the stability and continuity of Service Provider's staff and
s ubcontractors, if any , assigned to perform th e Services.
G. Da vid Goodale has been th e lead architectural and urban design serv ice provider under
the Agreement for the City, specifically providing beautification concepts for Las Tunas
Boulevard and related desi gn improvements to the c ityscape.
H. Service Provider recently informed City that David Goodale ha s departed from Service
Provider, and the parties agree that David Goodale will function as a subcontractor to
a ll ow Service Provider to comply with Section 19 .
I. The parties wish to amend Section 4 of the Agreement to set a total compensation amount
not to exceed forty nine thou sand nine hundred and ninety nine dollars ($49,999).
1. The parties wish to amend Section 16 of the Agreement to modify the indemnification
terms so that they will comply with new standards requi r ed of the City by its in surers .
K. The parties wish to amend Attachment C of the Agreement to modify language related to
insurance to better comply w ith standards required of the City by its insure rs.
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L. The parties finally wish to ame nd Attachment A of the Agreement to provide that Service
Provider s ha ll r etain David Goodale as a subcontractor for the remainder of the projects
on which he was working prior to his departure from Service Provider, and s hall do so at
no additional cost to the City.
O PERATI VE PROVISIO NS
NOW, THEREFORE, in consideration of the promi ses made and recited herein, the
parties do hereby enter into this First Amendment, which modifies and amends the Agreement as
follows:
1. AMEND MENT. T he Agr ee me nt is he re by modified a nd a m ended as f oll ows:
1.1 Section 4 of the Agreement is hereby amended to read as follows:
SECTION 4. C O M PENSATION AN D METHO D OF PAYMENT: Subject to
any l im itations set forth in th is Agreement, City agrees to pay Service Provider
the amounts specified in Exhibit "B" "Compensation" and made a part of this
Ag reement by thi s reference. The total compensation, including reimbursement
for actual expenses , s hall not exceed forty nine thousand nine hundred and nine ty
nine do ll ars ($49,999) unles s additi o nal compensation is a pproved in writing in
accordance with Section 26 "Administration and Implementation" o r Section 28
"Amendment" of thi s Agreement.
1.2 Section 16 of the Agreement is hereby amended to read as fo llows :
SECTION 16. IN D EMNIFI CATIO N.
(a) Indemnification for Profess ional Liability. Where the law
establ ishes a professional standard of care fo r Service Provide r 's services,
to the fullest extent permitted by law, Service Provider shall indemnify,
protect, defend and ho ld harmless City and any and all of its officials,
employees and agents ("Indemnified Part ie s") from and against any and
all liabili ty (includ ing li a bili ty for claims, suits, actions, arbitration
proceedings , a dministrat ive proceedings, regulatory proceedings , losses,
expenses o r costs of any kind , whether ac tual , alleged or threatened,
including atto rn eys' fees and costs, court costs, interest, defense costs, and
expert witness fees) arise o ut of, a re a consequence of, or are in any way
attributab le to , in who le or in part , any ne g ligent or wrongful act, error or
omiss ion of Service Provider, o r by any individual or entity for which
Service Provide r is legally liabl e , including but not limited to officers,
agents, e mpl oyees or sub-Service Providers of Service Provider , in the
performance of professional se rvices under this Agreement.
(b) Indemnification for Othe r than Professiona l Liability. Other than
in th e performance of profess ional serv ices and to th e full extent permitte d
by law, Service Provider sha ll indemnify, protect, defend and ho ld
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harmless City, and any and all of its employees, officials and agents from
and against any liability (including liabili ty for claims, suits, actions,
arbitration proceedings, administra tive 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 indiv idu al
or entity for which Service Provider is legall y liable, includ ing but not
limited to officer s, agents, employees or sub-Service Providers of Service
Provider.
(c) Ind emnification from Sub-Service Providers. Service Provider
agrees to obtain exec ut ed indemnity agreements with provisions identical
to those set forth in this secti on from each and every S ub-S e rvi ce Provider
or any other person or e ntity involved by, for, with or o n behalf of Service
Prov ider in the performance of this Agreement naming the Indemnified
Parties as additional indemnitees. In the event Service Provider fai l s to
obtain s uch indemnity obligations fro m ot hers as required herein, Service
Prov ider agrees to be fu ll y responsible according to the terms of this
section. Failure of City to monitor compliance with these requirements
imposes no add itional obl igations on C i ty and will in no way act as a
waiver of any rights he reunder. This obligation to indemnify and defend
C ity as set forth h e rein is binding on the successors, assigns or heirs of
Service Provi der and s h a ll survive the term ination of thi s Agreement or
this section.
(d) Limitation of Ind emnifi cation. Notwithstanding any provision of
thi s section to the contrary , design professiona ls are r equired to defend and
indemn ify the City onl y to the extent permitted by Civil Code Section
2782.8, which l imits th e liability of a design professional to claims, suits,
actions, arbitration proceedings, a dmini strative proceedings, regulatory
proceedings, losses, expenses or costs th at arise out of, pertain to, or re late
to the negligence, reck lessness, or willful misconduct of the design
professional. T he t erm "design professional," as defined in Section
2782.8 , is limited to l icensed arc hitects, licensed land scape architects,
re g istered professional engineers, professional land surveyors , and the
bus in ess entities that offer such service s in accordance with the app licable
provi sions ofthe Californi a Business and Professions Code.
(e) City 's Negl igence. The provisions of this section do not apply to
claims occurring as a re s ult of City 's sole negli gence. The provisions of
thi s section shall not release City from liability aris in g from gross
negligence or wi ll ful acts or omissions of City or any and all of its
officials, employees and agents .
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1.3 Exhibit "A" of the Agr eem ent, as referenced in Section 2 and attached to the
Agreement, is hereby amended to read as follows :
EXHIBIT "A"
SCOPE OF SERVI CES
Service Provider will perform the following on-ca ll services including, but n ot
lim ited to :
• Architectural de s ign
• Urban des ign
• Site p lanni ng
• Grap hic renderings
• Des ign sketches
• Project studie s
• Cost estim ates
All serv ices wi ll be provided on a proj ect-by-project basi s, with scope, timelines
and deliverables agreed upon in writing by both parti es.
To comply w ith Section 19 of thi s Agree m e nt, Service Provi der agrees to utili ze
Dav id Goodale as subcontractor for those services he was providing to the City
while employed by Servi ce Pro vi der. Such s ubcontracting shall be at no
additiona l cost to City ab ove the fee schedule appended to Attachment B he re to.
Upon the completion of such services, th e City and Service Provider may discuss
th e continue d use of David Goodal e as a s ubcontractor.
1.4 Exh ibit "C" of the Agreement as referenced in Section 17 and attached to the
Agreement, i s her eby amended to read in whole as attache d hereto .
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in thi s
F ir st Amendment, the Agreem e nt remain s in full force and effect and binding up on the parties.
2.2 Integration . This First Amendment consis ts of pages 1 thro u gh _ in clusive,
w hich constitute the enti re understanding and agreement of the parties and s upersedes a ll
negotiation s or prev ious agreements be tween the parties with r es pect to a ll or any part of the
transaction discussed in this First Amendm ent.
2.3 E ffective Date. This First Amendment sha ll not beco me effecti ve until the date it
has been formall y approved by the City Co uncil and executed by the app ro priate authorities of
the City and Service Provide r.
2.4 Applicable Law . The la ws of the State of California s hall govern th e
interpretation and e nforcement of this F irs t Amendment.
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2.5 References . All references to the Agreeme nt include a ll their respective terms
and provision s. A ll defin ed terms uti li ze d in thi s First Amendment have the same meaning as
provided in the Agree ment , unl ess exp ressly stated to the co ntrary in this First Amendme nt.
IN WITNESS WHEREOF, th e parti es hereto have executed this First Amendment to
the Agr ee ment on the date and year firs t written above.
ATTE ST:
Peggy Ku o, City C lerk
APPROVED AS TO FORM
Er ic S. Vail , City Attorney
CITY:
THE CITY OF TEMPLE C ITY
By: __________ _
Bryan Coo k, City Manager
SERV ICE PROVID ER :
By : ____________ _
Name: ---------------------------
T itle :---------------------------
(2"d signature required if Corporation, Incorporation or Limited Liability Corporation)
By: ____________ _
Name: ---------------------------
Ti tl e:---------------------------
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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.
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A no tary publ ic o r o th e r o ffice r com ple ting thi s cert ifi cate verifies o nl y th e ide nt ity of th e individual who signed
the doc um ent to wh ich th is cert ifi cate is attach ed , and not the tru thfulness, accurac , o r valid i of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ________________ ~~2=0~------------------------------------------
beforeme, ______________________________________________ ~~~~~--~~~--~·
Date Name And nle Of OffiCer (e g ·Jane Doe. Notary PubliC.)
pe rsonally appea red ---------------,----:-::----,-.,-----------
Na me of S~gner(s)
w ho proved to me on the bas is of satisfacto ry ev idence to
be the person (s ) whose name (s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed t he 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 th e person (s)
acted , ex ec uted th e instrument.
I certify unde r PENALTY OF PERJURY under th e l aws of
th e State of Cal iforn ia tha t the fo rego ing paragraph is tru e
and correct.
W ITNESS my hand and offi c ial sea l.
Signa ture of Notary Public
OPTIONAL
Though this sect ion is optio nal , com pleting th is informat ion can deter altern ation of the docume nt or fraudulent
reattachme nt of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Sign er's Nam e:
0 Indiv idual
0 Corporate Officer
T itl e(s)
0 Partn er (s)
0 A ttorn ey -In -Fact
0 Trustee(s)
0 Gu ardian /Conservator
0 Other:
Signer is rep resenting :
Name O f Person (s ) Or Entity(ies)
0 Limited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
S igner(s ) Other Than Named Above
A notary public or o ther officer c o mpleting this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached , and not the truthfulness, accurac , o r validi of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On 20
before me , __ ~------------------------------------------~~~~=-~~~~--~· Date Name And Trtle Of OffJCef (e g ·Jane Doe, Notary Public")
personally appeared ------------------,-,---:-:--.,------------
Name of S~gner(s)
who proved to me on the bas is 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 wh ich the person(s)
acted , executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of Cal ifornia that the foregoing paragraph is true
and correct.
WITNESS my hand and official sea l.
Signature of Notary Public
OPTIONAL
Thoug h this section is optional , completing th is info rmation can deter alternation of the document or fraudu lent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
S igner's Name:
0 Individua l
0 Corporate Officer
Title(s)
0 Partner(s)
0 Attorney-In -Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing :
Name Of Person(s) Or Entity(ies)
0 Limited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Ti tle or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "C"
INSURANCE
A Insurance Requirements. Service Provider shall prov ide and mainta in 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 w ith 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 follow i ng "marked" requ i rements 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 board as
Insurance Services Office form CA 00 01 covering bodily inj ury 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 Cal ifornia covering all persons
provid i ng Services on behalf of the Service Prov ider and all risks to such persons under this
Agreement.
Professional (Errors and Om issions) Liab il ity . Professional liability insurance appropriate to
the Serv ice Provider's profession . Th is coverage may be written on a "cla ims made" bas is ,
and must include coverage for contractual liabil ity. The i nsurance 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 conti nuous
coverage .
Service Prov ider shall maintain professional l iability insurance that covers the Services to be
performed in connection with this Agreement. Any pol icy i nception date, continu ity date, or
retroactive date must be before the effective date of th is 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.
1. M i nimum Limits of Insurance . Serv ice Provider shall mainta i n lim its of i nsurance
no less than :
(1) Commercial General Liabi l ity . $1 ,000,000 per occurrence, $2 ,000 ,000
general aggregate fo r bodily injury , personal injury and property damage.
(2)
each accident.
Automobile Liabi lity. No less than $1 ,000 ,000 combined single limit for
(3) Workers' Compensation . Workers' Compensation as required by the
Labor Code of the State of Californ ia 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 automob i les 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 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
lim its 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 fa i lure 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
respect ive elected and appointed officers , officials , employees or volunteers .
3 . Workers' Compensation Coverage . Unless the City Manager otherwise agrees in
writing , the in surer sha ll agree to waive all rights of subrogation against City, and its respective
elected and appointed officers , officials , employees and agen ts 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 w ith copies of original endorsements effecting co verage 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 , certifi ed copies of all required
insurance policies , at any time .
1. Service Provider shall furnish certificates and endorsements from each
subService Provider identica l 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 , eithe r 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 cla ims .
3. The procuring of such required policy or po li ci es of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.