HomeMy Public PortalAboutAgreement_2017-04-04_Guthrie, Richard T.AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Richard T. Guthrie
RIV #4838-6958-3880 v3
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
Richard T. Guthrie
This Agreement for Services ("Agreement") is entered into as of this —4— day of
AR l , 20J] by and between the City of Temple City, a municipal corporation
("City") and Richard T. Guthrie, a professional consultant ("Service Provider"). City
and Service Provider are sometimes hereinafter individually referred to as "Parry" and
hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by direct negotiation 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 Services Agreement and 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
adequacy of which are 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 12 months 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, 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 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 Seventeen Thousand, Nine Hundred and Sixty
Five dollars ($17,965), unless additional compensation is approved 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 subcontractor contracts. 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" include 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
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.
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(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.
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 prepared, developed 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.
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 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 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 shall be
RIV #4838-6958-3880 v3 -3-
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at 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 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. 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 Services. In meeting its obligations under this Agreement, Service Provider
RIV 448386958-3880 v3 -4-
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, age, physical
handicap, medical condition or marital status 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 attomeys' 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 notice of such court order
or subpoena.
(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.
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(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
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the 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. However, this right to review any such response does not
imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all 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 attorney's 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 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 -contractors of Service Provider, 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, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorney's 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 -contractors of Service
Provider.
(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
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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.
(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 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. 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 who 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.
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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 of any changes in Service Provider's staff
and sub -contractors, 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 fail 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.
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 reasons 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, 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.
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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 required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Richard T. Guthrie
3700 Muirfield Green Drive
Midlothian, VA 23112
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of 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
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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.
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
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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
Bryan Cook
City Manager
ATTEST:
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Peggy i uo
City Clerk
APPROVED AS30 FORM
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City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
Preparation and Orientation
• Complete SMP model and confirm timeline (Consultant & Staff)
• Conduct application process for the SMP Advisory Committee (Consultant
develops draft application)
• Determine whether or not the SMP Advisory Committee Chairperson is
appointed by City Council or self-selected by the committee. It would be
preferable to recruit and appoint a well-respected community member to
this roll 34 weeks prior to the first Advisory Council meeting.
• Conduct selection and appointment process for SMP Advisory Committee
• Key City staff resources (Planning Division liaison, Police Department
liaison, support staff, etc.) receive orientation on the SMP project and the
expectations for their involvement
• Appointment process for the SMP Advisory Committee completed
• Initial publicity on the SMP is developed and sent to media (City staff and
consultant)
• SMP Advisory Chair, lead staff and consultant meet to prepare for SMP
work effort
2. FacilitationlTechnical Support/Advisory Committee Work Effort Support
• Prepare draft agendas for staff and Advisory Committee Chair approval
• Meet with Advisory Committee chair and lead staff prior to each meeting
to prepare for meetings.
• Provide facilitation support at each Advisory Council meeting, working with
lead staff and the committee Chair.
• Develop work plan for the Advisory Committee's working retreat and
facilitates this work effort
• Work with city staff to provide media updates on the progress of the SMP
work effort throughout the process
3. Data Collection
Develop the demographic background report for the SMP, working with
city staff resources, and using data collected from various sources
including the U.S. Census, the California Department of Finance, etc.
RIV #4838-6958-3880 v3
DRAFT 1/27/15
FON
" P r e s e n t a d e m o g r a p h i c o v e r v i e w t o t h e A d v i s o r y C o m m i t t e e a s a p a r t o f
t h e i r e d u c a t i o n a l s e s s i o n s .
" D e v e l o p s e r v i c e p r o v i d e r s u r v e y i n s t r u m e n t a n d w o r k s w i t h S M P A d v i s o r y
C o m m i t t e e t a s k g r o u p t o d i s t r i b u t e , c o l l e c t a n d c o l l a t e t h e i n f o r m a t i o n .
C o n s u l t a n t p r e p a r e s t h e s u m m a r y r e p o r t t r e s o u r c e d i r e c t o r y f o r t h e S M P
d o c u m e n t .
" D e v e l o p c o m m u n i t y s t a k e h o l d e r i n t e r v i e w d o c u m e n t a n d w o r k s w i t h S M P
A d v i s o r y C o m m i t t e e a n d l e a d s t a f f t o i d e n t i f y i n t e r v i e w p a r t i c i p a n t s .
C o n s u l t a n t c o l l a t e s d a t a a n d p r e p a r e s t h e s u m m a r y r e p o r t f o r S M P
d o c u m e n t .
" W o r k w i t h l e a d s t a f f a n d t h e S M P A d v i s o r y C o m m i t t e e t o i d e n t i f y
r e s o u r c e s f o r e d u c a t i o n a l p r e s e n t a t i o n s d u r i n g c o m m i t t e e m e e t i n g s .
T h e s e w o u l d l i k e l y i n c l u d e s e s s i o n s o n t r a n s p o r t a t i o n i s s u e s , p u b l i c s a f e t y
i s s u e s c o n c e r n i n g o l d e r a d u l t s , p r o g r a m s a n d s e r v i c e s f o r o l d e r a d u l t s ,
e t c . P r e p a r e t h e s u m m a r y o f i n f o r m a t i o n p r e s e n t e d b y p r e s e n t e r s a s a
p a r t o f t h e f i n a l S M P d o c u m e n t .
" P r o v i d e s u p p o r t t o t h e S M P A d v i s o r y C o m m i t t e e t a s k g r o u p t h a t i s
r e v i e w i n g e x i s t i n g s e r v i c e s a n d f a c i l i t i e s , i n c l u d i n g d e v e l o p i n g s i t e v i s i t s t o
s p e c i f i c a g e n c i e s a n d f a c i l i t i e s . P r e p a r e t h e s u m m a r y r e p o r t f o r t h e S M P
d o c u m e n t
" W o r k w i t h S M P A d v i s o r y C o m m i t t e e t o p l a n a n d i m p l e m e n t s p e c i f i c o l d e r
a d u l t o u t r e a c h / i n f o r m a t i o n g a t h e r i n g i n i t i a t i v e s a n d f o c u s g r o u p s . P r e p a r e
s u m m a r y r e p o r t o f i n f o r m a t i o n g a t h e r e d f o r t h e S M P d o c u m e n t
4 . M e a s u r e m e n t
P r e p a r e m o d e l f o r S M P m e a s u r e m e n t / s c o r e c a r d i n s t r u m e n t f o r A d v i s o r y
C o m m i t t e e r e v i e w .
F a c i l i t a t e p r o c e s s t o d e t e r m i n e m e a s u r e m e n t i n d i c a t o r s d u r i n g A d v i s o r y
C o m m i t t e e w o r k i n g r e t r e a t .
P r e p a r e f i n a l m e a s u r e m e n t / s c o r e c a r d s e c t i o n o f t h e S M P d o c u m e n t
5 . C o m p l e t i o n o f S M P P r o c e s s
P r e p a r e d r a f t S M P d o c u m e n t f o r r e v i e w a n d e d i t b y A d v i s o r y C o m m i t t e e ,
l e a d s t a f f , a n d o t h e r s d e s i g n a t e d b y t h e l e a d s t a f f p e r s o n a n d A d v i s o r y
C o m m i t t e e C h a i r
C o m p l e t e s e d i t c h a n g e s
A s s i s t l e a d s t a f f i n i d e n t i f y i n g d e s i g n / p r i n t i n g r e s o u r c e s a n d s e l e c t i n g a
f i r m t o d e s i g n a n d p r i n t t h e d o c u m e n t
R 1 V # 4 8 3 8 - 6 9 5 8 - 3 8 8 0 0
D R A F T 1 / 2 7 / 1 5
A - 2
" L e a d s t a f f w o r k s w i t h d e s i g n / p r i n t f i r m t o p r i n t t h e d o c u m e n t f o r
p r e s e n t a t i o n t o t h e S M P A d v i s o r y C o m m i t t e e f o r a d o p t i o n , a n d
p r e s e n t a t i o n t o t h e P a r k s & R e c r e a t i o n C o m m i s s i o n , a n d t h e C i t y
C o u n c i l .
" A s s i s t l e a d s t a f f i n a d o p t i o n a n d p r e s e n t a t i o n p r o c e s s .
I I . A s p a r t o f t h e S e r v i c e s , S e r v i c e P r o v i d e r w i l l p r e p a r e a n d d e l i v e r t h e f o l l o w i n g
t a n g i b l e w o r k p r o d u c t s t o t h e C i t y :
C o m p r e h e n s i v e S e n i o r M a s t e r P l a n p e r t h e s c o p e o f w o r k .
I V . T h e t a n g i b l e w o r k p r o d u c t s a n d s t a t u s r e p o r t s w i l l b e d e l i v e r e d t o t h e C i t y
p u r s u a n t t o t h e f o l l o w i n g s c h e d u l e :
T i m e A l l o c a t i o n a n d C o s t s
P r e p a r a t i o n a n d S M P P r o c e s s d e v e l o p m e n t : 8 h o u r s
C o m p l e t e p r e p a r a t i o n f o r S M P p r o c e s s a n d t o d e v e l o p s p e c i f i c w o r k p l a n
a s s i g n m e n t s , i n c l u d i n g a s s i s t i n g w i t h i d e n t i f y i n g m e m b e r s o f t h e S M P A d v i s o r y
C o m m i t t e e .
" D e v e l o p m e n t o f d e m o g r a p h i c r e p o r t o n o l d e r a d u l t p o p u l a t i o n : 6 h o u r s
I n c l u d e s r e s e a r c h a n d w r i t i n g t h e d e m o g r a p h i c s e c t i o n o f t h e S M P d o c u m e n t
" P r e p a r a t i o n & F a c i l i t a t i o n S u p p o r t t o S M P A d v i s o r y C o m m i t t e e : 5 0 h o u r s
D e v e l o p a g e n d a s f o r S M P A d v i s o r y C o m m i t t e e m e e t i n g s , a s s i s t i n i d e n t i f y i n g
r e s o u r c e s f o r S M P A d v i s o r y C o m m i t t e e e d u c a t i o n a l p r e s e n t a t i o n s d u r i n g t h e i r
m e e t i n g s , p r o v i d e f a c i l i t a t i o n s u p p o r t a t A d v i s o r y C o m m i t t e e m e e t i n g s , a n d
p r o v i d e f o l l o w - u p t o t h e m e e t i n g s . B a s e d o n s i x r e g u l a r A d v i s o r y C o m m i t t e e
m e e t i n g s ( m o n t h l y ) .
D e s i g n a n d a s s i s t w i t h S t a k e h o l d e r I n t e r v i e w s a n d p r e p a r e s u m m a r y
r e p o r t : 1 0 h o u r s
D e s i g n d r a f t d o c u m e n t f o r s t a f f r e v i e w , a s s i s t w i t h i d e n t i f y i n g s t a k e h o l d e r s t o b e
i n t e r v i e w e d , a n d a s s i s t a n c e w i t h t h e i n t e r v i e w p r o c e s s .
R I V # 4 8 3 8 - 6 9 5 8 - 3 8 8 0 v 3
D R A F T 1 / 2 7 1 1 5
A - 3
" D e s i g n a n d a s s i s t w i t h S e r v i c e P r o v i d e r S u r v e y a n d p r e p a r e s u m m a r y
r e p o r t : 8 h o u r s
D e s i g n d r a f t d o c u m e n t f o r s t a f f r e v i e w , a s s i s t w i t h i d e n t i f y i n g s e r v i c e p r o v i d e r s t o
p a r t i c i p a t e i n t h e s u r v e y , a s s i s t w i t h t h e s u r v e y p r o c e s s , c o l l a t e d a t a a n d p r e p a r e
t h e s u m m a r y r e p o r t f o r t h e S M P .
" D e v e l o p o l d e r a d u l t f o c u s g r o u p c o m p o n e n t , a s s i s t w i t h i m p l e m e n t a t i o n ,
a n d p r e p a r e s u m m a r y r e p o r t : 1 0 h o u r s
A s s i s t S M P A d v i s o r y C o m m i t t e e i n d e v e l o p i n g a n d c o n d u c t i n g 4 - 6 f o c u s g r o u p s
f o r o l d e r a d u l t s , a n d p r e p a r e s u m m a r y r e p o r t o f f o r t h e S M P
" A s s i s t w i t h d e v e l o p m e n t o f t h e c o m m u n i t y o u t r e a c h p r o c e s s a n d p r e p a r e
s u m m a r y r e p o r t : 6 h o u r s
A s s i s t t h e S M P A d v i s o r y C o m m i t t e e i n d e t e r m i n i n g c o m m u n i t y o u t r e a c h
c o m p o n e n t s , a s s i s t w i t h i m p l e m e n t a t i o n , a n d p r e p a r e s u m m a r y r e p o r t f o r t h e
S M P .
P l a n , f a c i l i t a t e , a n d s u m m a r i z e a w o r k i n g r e t r e a t f o r t h e S M P t a s k f o r c e t o
d e v e l o p f i n a l r e c o m m e n d a t i o n s : 1 0 h o u r s
P r o v i d e f a c i l i t a t i o n f o r t h e f i n a l w o r k i n g r e t r e a t t h a t w i l l d e v e l o p a n d p r i o r i t i z e
s p e c i f i c S M P r e c o m m e n d a t i o n s , a n d d e v e l o p b e n c h m a r k s f o r t h e m e a s u r e m e n t
c o m p o n e n t o f t h e S M P .
P r e p a r e d r a f t S M P d o c u m e n t f o r S t a f f / A d v i s o r y C o m m i t t e e r e v i e w :
2 0 h o u r s
W r i t e a n d e d i t t h e d r a f t d o c u m e n t , a n d p r o v i d e d o c u m e n t t o s t a f f a n d S M P
A d v i s o r y C o m m i t t e e f o r r e v i e w a n d c o m m e n t .
" E d i t d r a f t Y F M P f o l l o w i n g S M P t a s k f o r c e r e v i e w : 4 h o u r s
M a k e c h a n g e s t o d r a f t d o c u m e n t b a s e d o n s t a f f a n d A d v i s o r y C o m m i t t e e
c o m m e n t a n d p r e p a r e d o c u m e n t f o r p r i n t i n g .
" A s s i s t w i t h p r i n t i n g a n d p r e s e n t a t i o n o f f i n a l S M P r e p o r t : 8 h o u r s
W o r k w i t h s t a f f t o i d e n t i f y d e s i g n 1 p r i n t i n g s o u r c e t o d e t e r m i n e f i n a l l o o k o f t h e
d o c u m e n t , a s s i s t w i t h d e v e l o p i n g t h e f o r m a l a d o p t i o n a n d p r e s e n t a t i o n p r o c e s s
f o r t h e S M P , a n d a s s i s t i n g w i t h t h e A d v i s o r y C o m m i t t e e p r e s e n t a t i o n t o P a r k s &
R e c r e a t i o n C o m m i s s i o n a n d C i t y C o u n c i l .
R I V # 4 8 3 8 - 6 9 5 8 - 3 8 8 0 0
D R A F T 1 / 2 7 / 1 5
A - 4
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Richard T. Guthrie
VI. Service Provider will utilize the following subcontractors to accomplish the
Services:
Not applicable.
RIV 448381958-3880 0
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A-5
EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
Total Allotted Hours:
162 hours X $75.0 hourly rate=
Additional Costs:
7 R/T flights from Washington Dulles to Long Beach* (estimate of
$600 per round trip flight):
Car rental at $50 per day (7 trips x 3 days @ $50 p/d):
14 nights lodging while in Temple City (14 x $100 p/n)
e Airport parking at Dulles Airport (7 trips X 3 days x $15 p/d):
Sub -Contractor Document Proofing & Editing
Sub -total:
140 hours
$10,500.00
$ 4200.00
$ 1050.00
$ 1400.00
$ 315.00
500.00
$ 7,465.00
* Flights can cost as low at $400 depending on season and length of advance booking. Peak travel
months run in the $600 range. I would bill the actual cost of the flight, if lower than $600 per r/t.
TOTAL COSTS:
$17.965.00
Additional Costs for SMP: additional costs would include city staff support and the costs
for design/printing the final document. Estimated costs for design/printing of the plan is
$2,500.
"Based on 125 color copies, with binding. Document include photos and graphics at $2,100 for design and printing.
RIV #4838-6958-3880 v3
DRAFT 1/27/15
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 of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as
(1) Commercial General Liability. Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation. Workers' Compensation 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.
(4) Professional 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
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to Services performed under
this Agreement. The insurance must be maintained for at least 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.
2. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 general
aggregate for bodily injury, personal injury and property damage.
RIV #4838-6958-3880 0
C-1
(2) Automobile. $1,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(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.
(4) Professional Liability. $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. 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 coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
(3) 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.
(4) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
RIV #4838-6958-3880 v3
C-2
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to
satisfy City that the insurance provisions of this contract have been complied with. The
City may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
RIV #483"958-3880 v3
C-3
Declaration of Sole Proprietor
DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO
Dick Guthrie
I declare for the purpose of inducing the City of Temple City to go forward with any
contracts awarded to Dick Guthrie as follows:
I am the authorized representative of Dick Guthrie, an independent contractor for the
purposes of the California Workers' Compensation and Labor laws. This organization will
hire no employees other than the parents, spouses, or children of its board members for
work required for any bid or contract awarded to Dick Guthrie. All work required will be
performed personally and solely by me, other board members of the organization, their
parents, spouses or children, or persons who perform voluntary service without pay to the
organization. If, however, the organization shall ever hire employees to perform this
contract or any portion thereof, the organization shall obtain Workers' Compensation
Insurance and provide proof of Workers' Compensation Insurance coverage to the City
of Temple City. If the organization shall ever hire a subcontractor to perform this contract
or any portion thereof, and the subcontractor has employees, then the organization shall
require its subcontractor to obtain Workers' Compensation Insurance Coverage, or the
organization shall obtain Workers' Compensation Coverage for that subcontractor's
employees.
This document constitutes a declaration by the organization against its financial interest,
relative to any claims it should assert under the California Workers' Compensation
and/or Labor laws against the City of Temple City relating to any bid or contract
awarded to Dick Guthrie.
The organization will defend, indemnify and hold harmless the City of Temple City from
any and all claims and liability, including Workers' Compensation claims and liability that
may be asserted or established by any party in the event the organization hires an
employee in violation of this addendum, and the organization will further indemnify the
City of Temple City for all damages the City of Temple City thereby suffers.
I agree that these declarations shall constitute an addendum to any bid awarded to Dick
Guthrie.
-/9- i 7
Date Authorized Representative