Michael Baker International-2018-56 AMENDMENT NO. 1
TO AGREEMENT FOR CONSULTANT SERVICES
This AMENDMENT NO. 1 TO AGREEMENT FOR CONSULTANT SERVICES
("Amendment No. 1")by and between the CITY OF GRAND TERRACE ("City") and
MICHAEL BAKER INTERNATIONAL, a California corporation("Consultant") is effective
as of the 11th day of December, 2018.
RECITALS
A. City and Consultant entered into that certain Agreement for Consultant Services
dated November 14, 2017 ("Agreement") whereby Consultant agreed to provide environmental
planning services for the City pertaining to the National Logistics Team Project.
B. The maximum compensation due to Consultant under the Agreement was
$19,552.00.
C. The term of this Agreement was set to expire on July 31, 2018, or when the work
is completed,whichever occurs first,unless extended by the City Manager.
D. By this Amendment No. 1, the City and Consultant desire to extend the term of
the Agreement to November 14, 2019.
E. Except as amended hereby, the terms and conditions of the Agreement, including
the maximum compensation, shall remain unchanged.
TERMS
1. Contract Amendments. The Agreement is amended as provided herein.
a. Section 2, "Term of the Agreement", shall be amended to read as follows:
"2. TERM OF THE AGREEMENT. The term of this Agreement shall
be from the effective date pursuant to Paragraph "38" of this
Agreement and shall end on November 14, 2019 or when the work
is completed in accordance with the terms of this Agreement,
whichever occurs first,unless extended by the City Manager."
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it
shall mean the Agreement, as amended by Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
01247.0005/523496.2
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and
binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of the Agreement, as amended
and (iv) the entering into this Amendment No. 1 does not violate any provision of any other
agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01247.0005/523496.2
IN WITNESS WHEREOF,the parties hereto have executed this Amendment No. 1 on
the date and year first-above written.
CITY:
CITY OF GRAND TERRACE
G. Haro d uffey
City M ger
(ATTEST:
ebra L. Thomas
City Clerk
APPROVED AS TO FORM:
ALESHIRE & ER, P
Adrian R. Guerra
City Attorney CONSULTANT:
MICHAEL BAKER INTERNATIONAL
By: 4�� 2�_
Name: Bob Stark, AICP
Title: Associate Vice President
Address: 9755 Clairemont Mesa Blvd.
San Diego, CA 92124
NOTE: CONSULTANT'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 DEVELOPER'S BUSINESS ENTITY.
01247.0005/523496.2
ACKNOWLEDGMENT
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.
State of California
County of
On SOYA. �`��� before me, 2 .� �\ `IMA
,� (insert name and title of the o er)
personally appeared `-? `
who proved to me on the basis of satisfactory evidence to be the perso K whose name($] is/aF&
subscribed to the within instrument and acknowledged to me that heP,4 e/#4--y executed the same in
his/hea#gek authorized capacity(tes), and that by his/he4#49W signature($)on the instrument the
person(o, or the entity upon behalf of which the person( 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.
NEVA M.COB"
WITNESS my hand and official seal. @Commission
Commission No.2188922
Z NOTARY PUBLIC-CALIFORNIA
SAN DIEGO COUNTY
Expires March 31,2021
Signature (Seal)
201.7-48
AGREEMENT FOR CONSULTANT SERVICES
'THIS AGREEMENT ("Agreement") is made as of.this 14th day of November,
2017 by and between the.-CITY OF GRAND TERRACE ("City") and Michael Baker_
International, Inc. ("Consultant").
1. CO.SULTANT'S SERVICES. Consultant agrees to perform during the.term of
this Agreement, the tasks,-obligations, and services set forth in the"Scopeof
Services"attached to and incorporated into this Agreement as Exhibit.A(the
"Services").
2. TERM OF AGREEMENT;The term.of this Agreement shall be from the effective
.date pursuant to Paragraph"38" of this Agreement and shall end on July 31,
418, or when the work is.completed:in accordance with the terms of this-
Agreement, whichever occurs first, unless extended by.the City Manager.-
3. FAMILIARITY WITH WORK. By execution of this Agreement, Consultant
warrants that
(1) It has thoroughly investigated and considered the work to be,
performed, based on all available information.
(2) It carefully considered how the work should be preformed, and
-(3) It fully understands the difficulties and restrictions attending the
performance of the work under this Agreement.
(4) It has the professional and technical competency to perform the
work and the production capacity to complete the work in a timely
manner with respect to the schedule included in the scope of
services.
4. PAYMENT FOR SERVICES. City shall pay for the services performed by
Consultant pursuant to the terms of this Agreement;the compensation set forth
in the "Schedule. of Compensation" included in Exhibit"A"-attached hereto. The
flees for services shall not exceed the authorized amount of$19,552 (Nineteen
•Thousand Five Hundred and Fifty-Two Dollars),as1setforth in Exhibit."B;'`�unless
-the CITY has given.'specific advance approval in writing.
5. TIME FOR PERFORMANCE. Consultant shall.not.perform any work-under this
Agreement until (a) Consultant furnishes proof of insurance as required under
Paragraph "8" of this Agreement.All services required by Consultant under this
Agreement shall be completed on or before the end of the term of the
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6. DESIGNATED REPRESENTATIVE. Consultant hereby designates Bob Stark, as
the Consultant Representative, and said Representative shall be responsible for
job performance, negotiations, contractual matters, and coordination with the
City. Consultant's professional services shall be actually performed by, or shall
be immediately supervised by, the Consultant Representative.'
7. HOLD HARMLESS; INDEMNIFICATION. Consultant hereby agrees to protect,
indemnify and hold City and its employees, officers and servants free and
harmless from any and all losses, claims, liens, demands and causes of action of
every kind and character including, but not limited to, the amounts of judgment,
interests, court costs, reasonable legal fees and other expenses incurred by the
City arising in favor of any party, including claims, liens, debts, personal injuries,
including employees of the City, death or damages to property(including
property of the City) and without limitation by enumeration, all other claims or
demands of every character to the extent caused by the negligent acts,
recklessness or willful misconduct of Consultant in the performance of its
services under this Agreement. This provision is not intended to create any
cause of action in favor of any third parry against Consultant, or the City or to
enlarge in any way the Consultant's liability but is intended solely to provide for
indemnification of the City for liability for damages or injuries to third persons or
property to the extent caused by Consultant's negligent performance hereunder.
8. INSURANCE. Consultant shall procure and maintain at all times during the term
of this Agreement insurance as set forth in Exhibit "C" attached hereto. Proof of
insurance shall consist of a Certificate of Insurance provided on IOS-CGL form
No. CG 0001 1185 or 88, or an equivalent acceptable to City, executed by
Consultant's insurer and in a form approved by, the City's City Attorney and City's
Legal Counsel.
9. LICENSES, PERMITS, AND FEES. Consultant shall obtain a City of Grand
Terrace Business License and any and all other permits and licenses required for
the services to be performed under this Agreement.
10. INDEPENDENT CONTRACTOR STATUS. City and Consultant agree that
Consultant, in performing the Services herein specified, shall act as an
independent Contractor and shall have control of all work and the manner in
which it is performed. Consultant shall be free to contract for similar services to
be performed for other entities while under contract with City. Consultant is not
an agent or employee of City, and is not entitled to participate in any pension
plan, insurance, bonus or similar benefits City provides for its employees.
Consultant shall be responsible to pay and hold City harmless from any and all
payroll and other taxes and interest thereon and penalties, therefore, which may
become due as a result of services performed hereunder.
11. ASSIGNMENT. This Agreement is for the specific services with Consultant as set
forth herein. Any attempt by Consultant to assign the benefits or burdens of this
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Agreement without written approval of City is prohibited and shall be null and
void; except that Consultant may assign,payments due under-this Agreement to
a financial institution.
12. STANDARD. Consultant agrees that.the services to,be rendered pursuant to this
Agreement shall be performed in accordance with the standards customarily
provided by an experienced and-competent professional organization rendering
the same or'simllar services. Consultant shall re-perform any of.said services,
which are not in conformity with standards'as deteIrmiried by the.City.,
13. .CONFIDENTIALITY. Consultant covenants that all data, documents,--discussion,
or.other,information developed or received by-Consultant or;prpvided for.
performance of this Agreement are deemed confidential and shall not be
disclosed by Consultant without written authorization by City. City shall grant,
such authorization if.disclosure is required by law. All City data shall be retumed
to City, upon the termination.of this Agreement. Consultant's covenant under this
Section shall survive the termination of this Agreement:
14. RECORDS AND INSPECTIONS. Consultant shall maintain full and accurate
records With respect to all services and matters covered under this Agreement.
City shall have free access at all reasonable times to such records, and the right
to examine and audit the same and to make transcripts therefrom, and to inspect
all program data, documents, proceedings and activities. Consultant.shall
maintain an up-to-date list.of key personnel and telephone numbers for
emergency_contactafter normal business hours.
15. OWNERSHIP OF CONSULTANT'S WORK PRODUCT. All reports, documents,
all.analysis, computations, plans, correspondence, data, information, computer
media, including disks or other written.material developed and/or,gathered by
Consultant in the performance of this.Agreement shall be and remain the
property of City without restriction or limitation upon its use or dissemination by
City. Such Material shall not be the subject of.a copyright application by
Consultant. Any re-use by City of any-such-materials on any project other than
the project for which they were prepared_shall beat the sole risk of City unless
City compensate Consultant for such use. Such work product'.shall be
transmitted to City within ten,(10)days I after a written requesttherefore.,,
Consultant may retain copies of such products:
16. NOTICES. All notices given or required to be given pursuant to-this Agreement
shall be in writing'and maybe given by-personal delivery or by.mail:.Notice sent
by mail shall be-addressed as follows:
City: G. Harold Duffey,,City Manager
City.of Grand Terrace
22795 Barton Road
Grand Terrace, Ca 9231-3
Pago 3.of.11 -
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Consultant: Bob Stark, AICP
Michael Baker International, Inc.
9755 Clairemont Mesa Blvd, Suite 100
San Diego, CA 92124
If the name of the principal representative designated to receive the notices,
demands or communications, or the address of such person, is changed, written
notice shall be given within_five (5)working days of said changes
17. TAXPAYER IDENTIFICATION NUMBER. Consultant shall provide City with a
complete Request for Taxpayer Identification Number and Certification, Form W -
9, as issued by the Internal Revenue Service.
18. APPLICABLE LAWS, CODES AND REGULATIONS. Consultant shall perform all
services described in accordance with all applicable laws, codes and regulations
required by all authorities having jurisdiction over the Services. Consultant
agrees to comply with prevailing wage requirements as specified in the California
Labor Code, Sections 1770, et seq.
19. RIGHT TO UTILIZE OTHERS. City reserves the right to utilize others to perform
work similar to the Services provided hereunder.
20. BENEFITS. Consultant will not be eligible for any paid benefits for federal , social
security, state workers' compensation, unemployment insurance, professional
insurance, medical/dental, retirement PERS or fringe benefits offered by the City
of Grand Terrace.
21. PERS ELIGIBILITY INDEMNITY. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement
claims or is determined by a court of competent jurisdiction or the California
Public Employees Retirement System ("PERS")to be eligible for enrollment in
PERS as an employee of the City, Consultant shall indemnify, defend, and hold
harmless City for the payment of any employee and/or employer contributions for
PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of its employees, agents, and
subcontractors providing service under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to
eligibility to enroll in PERS as an employee of City and entitlement to any
contribution to be paid by City for employer contribution and/or employee
contributions for PERS benefits.
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22. TRAVEL EXPENSES. Any reimbursement expenses must be pre-authorized and
shall be based upon the approved rates of the San Bernardino County Auditor-
Controller.
23. CONFLICT OF INTEREST. Consultant agrees that any conflict or potential
conflict of interest shall be fully disclosed prior to execution of contract and
Consultant shall comply with all applicable federal, state and county laws and
regulations governing conflict of interest.
24. ECONOMIC INTEREST STATEMENT. Consultant hereby acknowledges that
pursuant to Government Code Section 87300 and the Conflict of Interest Code
adopted by City hereunder, Consultant is.designated in said Conflict of Interest
Code and is therefore required to file an Economic Interest Statement(Form 700)
with the City Clerk, for each employee providing advise under this Agreement,
prior to the commencement of work.
25. POLITICAL ACTIVITY/LOBBYING CERTIFICATION. Consultant may not
conduct any activity, including any payment to any person, officer, or employee
of any governmental agency or body or member of Congress in connection with
the awarding of any federal contract, grant, loan, intended to influence legislation,
administrative rulemaking or the election of candidates for public office during
time compensated under-the representation that such activity is being performed
as a part of this Agreement.
26. NON-DISCRIMINATION. In the performance of this Agreement, Consultant shall
not discriminate against any employee, subcontractor, or applicant for
employment because of race, color, creed, religion, sex, marital status, national
origin, ancestry, age physical or mental handicap, medical condition, or sexual
orientation. Consultant will take affirmative action to ensure that subcontractors
and applicants are employed, and that employees are treated during .
employment;without regard to their race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation.
27. AUDIT OR EXAMINATION. Consultant shall keep all records of funds received
from City and make them accessible for audit or examination fora period of three
years after final payments are issued and other pending matters.
28. MODIFICATION OF AGREEMENT.This Agreement may not be modified, nor
may any of the terms, provisions or conditions be modified or waived or
otherwise affected, except by a written amendment signed by all parties.
29. . WAIVER. If at any time one party shall waive any term, provision or condition of
this Agreement, either before or after any breach thereof, no party shall
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thereafter be deemed to have consented to any future failure of full performance
hereunder.
30. COVENANTS AND CONDITIONS. Each term and each provision of this
Agreement to be performed by Consultant shall be construed to be both a
covenant and a condition.
31. RIGHT TO TERMINATE. City may terminate this Agreement at any time, with or
without cause, in its sale discretion, with thirty(30) days written notice.
32. EFFECT OF TERMINATION. Upon termination as stated in Paragraph "31" of
this Agreement, City shall be liable to Consultant only for work performed by
Consultant up to and including the date of termination of this Agreement, unless
the termination is for cause, in which event Consultant need be compensated
only to the extent required by law. Consultant shall be entitled to payment for
work completed, to the reasonable satisfaction of the City, to date, based on
proration of the fees set forth in Exhibits "A" and "B" attached hereto. Such
payment will be subject to City's receipt of a close-out billing.
33. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with 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 San
Bernardino. In the event of litigation in a U.S. District Court, exclusive venue shall
lie in the Central District of California.
34. LITIGATION FEES. Should litigation arise out of this Agreement for the
performance thereof, the court shall award costs and expenses, including
attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall
not be bound by any court fee schedule but shall award the full amount of costs,
expenses and attomey's-fees paid and/or incurred in good faith. "Prevailing
Party" shall mean the party that obtains a favorable and final judgment or order
from a court of law described in paragraph "33."This paragraph shall not apply
and litigation fees shall riot be awarded based on an order or otherwise final
judgment that results from the parties' mutual settlement, arbitration, or mediation
of the dispute.
35. SEVERABILITY. If any provision of this agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions nevertheless will continue in full force and effect without being
impaired or invalidated in anyway.
36. FORCE MAJEURE.The respective'duties and obligations of the parties
hereunder shall be suspended while and so long as performance hereto is
prevented or impeded by strikes, disturbances, riots, fire, severe weather,
government action, war acts, acts of God, or any other cause similar or dissimilar
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to the foregoing which are beyond the control of the party from whom the
affected performance was.due.
37. INTEGRATED AGREEMENT. This Agreement, together with Exhibits"A," "B"
and "C' supersede any and all other agreements, either oral or in writing,
between the parties with respect to the subject matter herein. Each party to this
Agreement acknowledges that no representation by any party, which is not
embodied herein, nor any other agreement; statement or promise not contained
in this Agreement shall be valid and binding. Any modification of the Agreement
shall be effective only if it is in writing and signed by all parties.
38. EFFECTIVE DATE. The effective date of this Agreement is the date the Notice to
Proceed is received by Consultant, and shall remain in full force and effect until
amended or terminated.
Dated: "CITY"
By:
G.jr d DuffCit ager
Dated: `� 3���7 "CONSULTANT"
By:
Bob tar , AICP
Associate Vice President
APPROVED AS TO FORM
Richard L.Adams II
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
Attach scope of services.
Page 8 of l l
EXHIBIT "B"
SCHEDULE OF COMPENSATION
I. AMOUNT OF COMPENSATION. For performing and completing all services-
-pursuant to Exhibit"A" Scope of Services, is a total amount not to exceed : .
.$19,552.00 (Nineteen Thousand Five Hundred and Fifty-Two Dollars), plus
reimbursable expenses which will be charged at cost.
!I. BILLING. At the end of each calendar month in which services are performed or
expenses are incurred-under this Agreement, Consultant shall submit an invoice
to the City at the following address:
City of Grand Terrace
22795 Barton Road
Grand Terrace, Ca 92313
The invoice submitted pursuant to this paragraph shall show the:
1) Purchase order number;
2) Project name/description;
3) Name and hours worked by each person who performed services during
the billing period;
4) The title/classification under which they were billed;
5) The hourly rate of pay;
6) Actual out-of-pocket expenses incurred in the performance of services;
and,
7) Other such information as the City may reasonably require.
111. METHOD bF PAYMENT. Payment to Consultant for the compensation,
specified in Section I, above, shall be made after the Executive Director or
designee determines that the billing submitted pursuant to Section II, above,
accurately reflects work-performed-to the reasonable satisfaction of the City in
accordance with this Agreement. City shall pay Consultant within thirty.(30)
days there from.
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EXHIBIT"C"
The Consultant shall maintain throughout the duration of the term of the Agreement,
liability insurance covering the Consultant and, with the exception of Professional
Liability and Workers Compensation Insurance, designating City and City including its
elected or appointed. officials,,directors, officers, agents, -employees, volunteers, or
consultants, as additional insured against any and all claims resulting in injury or
damage to persons or property (both real and personal) caused by any aspect of the
Consultant's work, in amounts no less than the following and with such deductibles as
are ordinary and reasonable in keeping with industry standards. It shall be stated, in the
Additional Insured Endorsement,, that the Consultant's insurance policies shall be
primary as respects any claims related to or as the result of the Consultant's work. Any
insurance, pooled coverage, or self-insurance maintained by the City and City, its
elected or appointed officials, directors, officers, agents, employees, volunteers, or
consultants shall be non-contributory.
Professional Liability Insurance $1,000,000 per claim/$2,000,000.aggregate
General Liability:
a. General Aggregate $2,000,000
b. Products Comp/Op Aggregate $2,000,000
C. Personal &Advertising Injury $1,000,000
d. Each Occurrence $1,000,000
e. Fire Damage (any one fire) $ 50,000
f. Medical Expense (any one person) $ 5,000
Workers' Compensation:
a. Workers' Compensation_ Statutory Limits
b. EL Each Accident $1,000,000
C. EL Disease- Policy Limit $1,000,000 -
d. EL Disease = Each Employee $1,000,000
Automobile Liability
a. Any vehicle, combined single limit $1,000,000
The Consultant shall provide thirty(30)days advance notice to City in the event of
material changes or cancellation of any coverage. Certificates of insurance and
additional insured endorsements shall be furnished to City thirty(30)days prior to the
effective date of this Agreement. Refusal to submit such certificates 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. If proof of insurance required under this
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Agreement is not delivered as required or if such insurance is canceled and not
adequately replaced, City shall have the right to terminate this Agreement.
Insurance is to be placed with insurers authorized and admitted to write insurance in
California and with a current A.M. Rest's rating of A-:VII or better. Acceptance..of .
insurance.from a carrier with a rating lower than A-:VlI is subject,to approval by City's
Risk Manager.
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