CC Resolution 13170 - Approve Consulting Contract with Good City for Economic Development Consulting Services •
RESOLUTION NO. 13170
BEING A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF CAMPBELL TO APPROVE A CONTRACT
AMENDMENT TO ' THE CONSULTANT SERVICES
• AGREEMENT WITH GOOD CITY; AUTHORIZING THE CITY
• MANAGER TO NEGOTIATE, AND EXECUTE A THIRD
AMENDMENT TO THE CONSULTANTS SERVICES
AGREEMENT WITH GOOD CITY FOR ECONOMIC
DEVELOPMENT CONSULTING SERVICES, AND DISPENSE
WITH BIDDING REQUIREMENTS AS AUTHORIZED BY
THE CAMPBELL MUNICIPAL CODE SECTION 3.20.030(4)
FOR SPECIALIZED SERVICES.
The City Council finds as follows with regard to dispensing with the bidding procedures,
as set forth in Campbell Municipal Code (CMC) Section 3.20.030(4) and pursuant to
Municipal Code Section 3.20.030 to approve, negotiate, award, and execute a third
contract amendment with Good City Company for economic development consulting
services to ensure the business continuity of the City's Economic Development needs
and priorities.
WHEREAS, the City of Campbell entered into a Contract Services Agreements with
Good City Company on August 16, 2022, with a term end date of January 31, 2023;
WHEREAS, the City of Campbell desires the specialized expertise in economic
development consulting services which is currently available and offered by Good City
Company through the services of the contractual employee Leslie Parks;
WHEREAS, Good City Company has an expertise in a •specialized field and
commenced key milestones such as the semi-permanent parklet construction and grant
program; the selection of the consultant for the City's Economic Development Strategy
Plan; and the adoption of the 2024 Economic Development Plan;
.WHEREAS, it is in the City's interest to move forward with initiatives'and action items
outlined within the adopted 2024 Economic Development Plan;
• WHEREAS, the City now has the need to amend its agreement with Good City
Company by approximately $90,000 and bring it up to $370,800 total to provide
additional economic development operational support due to this vacancy and to
provide further economic development program implementations services during FY
2025 as acknowledged;
•
WHEREAS, the CMC Section 3.20.030 authorizes the City to dispense with the formal
bidding process if certain conditions are met;
City Council Resolution No. 13170 Page 2 of 3
Authorize the City Manager to Dispense with Bidding, Authorize Amendment to Consultant
Services Agreement
WHEREAS, the purchasing procedures outlined in the CMC Section 3.20.050
state that purchases and contracts for `supplies, services, and equipment of estimated
fair market value greater than fifty thousand dollars' shall be made according to
specified bidding procedures;
WHEREAS, CMC Section 3.20.030 provides that the bidding procedures may be
dispensed with when any one of eight potential circumstances are found to exist;
WHEREAS, the City Council has found the following circumstances as specified in
CMC Section 3.20.030 (4) to exist, thereby warranting the bidding procedures to be
dispensed with:
• The City seeks the special services, consultation or advice in financial,
economic, accounting, engineering, legal, administrative or other matters from
persons specially trained, experienced and competent to perform the special
services required;
WHEREAS, the City has found that Good City Company has unique and special
extensive knowledge of Campbell's community and has been able to address the City's
economic development needs due to this extensive and special knowledge;
THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the
City Manager to dispense with the bidding procedures, as set forth in CMC Section
3.20.030 (4);
THEREFORE BE IT FURTHER RESOLVED, that the City Council approves a
contract amendment to- the consultants services agreement with Good City and
authorizes the City Manager to negotiate and execute a third contract amendment
with Good City Company for Economic Development consulting services for a
contract amount not to exceed $370,800 with a contract term end date of no later than
March 31, 2025.
PASSED AND ADOPTED this 18th day of June 2024, by the following roll call vote:
AYES: Councilmembers: Bybee, Furtado, Scozzola, Lopez, Landry
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
APPROVED:
5e;:lbOrAPn
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ATTEST: Susan M. Land ;Mayor
1&4 h/�
Andrea San rs, City Clerk
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
•
This Agreement is entered into at Campbell, California on the 16 day August, 2022,
by and between the City of Campbell(a Municipal Corporation,hereinafter referred to as "City")
and Good City Company(a California Corporation, hereinafter referred to as "Consultant").
WHEREAS, City desires to retain economic development consulting services to ensure the
business continuity of the City of Campbell's Economic Development Department; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to provide
assistance with downtown revitalization, retail, and business retention and expansion for the City
of Campbell;
WHEREAS, Consultant represents that staff; Leslie Parks is available to carryout out the
City of Campbell's Economic Development Strategy starting August 16, 2022 and going thru
January 31, 2023.
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and
City agree as follows: •
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services
(Scope of Work & Billing Methodology) attached hereto and incorporated herein by reference,
and which shall be interpreted together and in harmony with this Agreement. In the event of any
conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take
precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information, and
shall review documents as necessary, to provide and perform services as described pursuant to
Exhibit A;
1.4 In performance of this Agreement by Consultant, agrees to adhere to legal
compliance deadlines, and perform services in a manner consistent with the level of care and skill
ordinarily exercised by other professionals providing the same service in the locale.
1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused
by activities or factors beyond Consultant's reasonable control, including delays or by reason of
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strikes, work slow-downs or stoppages, force majeure, or caused by City; delays caused by these
factors may result in schedule, scope, and/or budget changes.
1.6 Consultant agrees to perform this Agreement in accordance with a high standard of
care expected of, and degree of skill and expertise exercised by, members of Consultant's
profession working on similar projects under similar circumstances.
1.7 Consultant shall cooperate in good faith with City in all aspects of the performance
of this Agreement.
1.8 In the course of the performance of this Agreement,Consultant shall act in the City's
best interest as it relates to the project.
1.9 The designated project manager for Consultant shall be Aaron Aknin. The
Consultant's project manager shall have all the necessary authority to direct technical and
professional work within the scope of the Agreement and shall serve as the principal point of
contact with the City and the City's project coordinator. The authorized principal staff member
executing this Agreement for the Consultant shall have authority to make decisions regarding
changes in services,termination and other matters related to the performance of this agreement on
behalf of Consultant.
1.10 The Consultant(and its employees, agents,representatives, and subconsultants), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
employees or agents of the City. The City shall not direct the work and means for accomplishment
of the services and work to be performed hereunder.The City,however,retains the right to require
that work performed by Consultant meet specific standards consistent with the requirements of
this Agreement without regard to the manner and means of accomplishment thereof.
Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it as an
independent contractor hereunder. Consultant represents that it (i) is fully experienced and
properly qualified to perform the class of work and services provided for herein, (ii) has the
financial capability and shall finance its own operations required for the performance of the work
and services and (iii) is properly equipped and organized to perform the work and services in a
competent, timely and proper manner in accordance with the requirements of this Agreement.
1.11 This Agreement contains provisions that permit mutually acceptable changes in the
scope, character, or complexity of the work if such changes become desirable or necessary as the
work progresses.Adjustments to the basis of payment and to the time for performance of the work,
if any, shall be established by a written contract amendment(approved and executed by the City)
to accommodate the changes in work.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information
requested by Consultant to facilitate the daily duties of the assigned staff members. Consultant
shall be entitled to reasonably rely on all such information.
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2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its
behalf.
2.3 City shall review the work provided by the Consultant's assigned staff and shall
render decisions pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 The City agrees to compensate Consultant for the services performed under this
Agreement on an hourly rate basis, as outlined by Exhibit B, and the City agrees to compensate
Consultant for all services and direct costs associated with the performance of the contract with a
total contract amount not to exceed$49,999.00, as follows:
a. Payment will be made to the Consultant as services are performed under this Agreement
on a monthly basis. A narrative description of work performed, the date they were performed, the
hourly rate, and total hours shall be included on an invoice that corresponds to the Scope of
Services under Exhibit A.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of
this Agreement,but which are necessary for performance of Consultant's duties,City may approve
payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
decreasing the amount of Consultant's services.In the event that the work is decreased, Consultant
is entitled to full compensation for all services performed and expenses incurred prior to receipt of
notice of change. Under no conditions shall Consultant make any changes to the work, either as
additions or deductions, without the prior written order of the City. In the event, that the City
determines that a change to the work or services from that specified in this Agreement is required,
the contract time and/or actual costs reimbursable by the City for the project may be adjusted by
contract amendment or change order to accommodate the changed work. The maximum not to
exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless
authorized by written contract amendment or change order, approved and executed by the City.
Consultant shall obtain prior written approval for a revised fee schedule from the City before
exceeding such fee schedule. _
3.4 In no event,will the Consultant be reimbursed for any costs or expenses at any rates
that exceed the rates for set forth in the fee schedule found in Exhibit B or for staff or titles others
than those identified in Exhibit B.
•
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement.
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5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All final deliverables as listed in Exhibit A will be prepared by the Consultant and/or its
subconsultants in the performance of the services encompassed in this Agreement (whether in
printed or electronic format) as well as the source files, RFP related documents, communications,
presentations, applications, proposals, reports, newsletters specifications, web page content, data,
photographs, design concepts, meeting summaries, images, branding materials, and documents
included in the final deliverables in their original/native format, hereinafter "project-related •
documents and materials") in connection with the services performed hereunder belong to and
remained the property of the City and may be used by the City without the consent of the
Consultant or its subcontractors. The City assumes sole risk associated with any modification of
these documents for any other project. City acknowledges that such drawings, documents, and
other items are instruments of professional services intended for use only by the City of Campbell.
Consultant agrees that all copyrights which arise from creation within the Scope of Work in this
agreement or project-related documents and materials pursuant to this Agreement shall be vested
in the City and waives and relinquishes all claims to copyright or other intellectual property rights
in favor of the City. Upon the completion or termination of this Agreement for any reason, the
City shall be entitled to receive, and Consultant shall promptly provide to the City upon request,
all finished deliverables, produced or gathered by or on behalf of Consultant that are in
Consultant's possession, custody or control. Consultant may retain copies of said documents and
materials for its files. In the event of termination,any dispute regarding compensation or damages
shall not hinder, prevent, or otherwise impact the City's right to promptly receive and use such
documents and materials which are the sole and exclusive property of the City. The Consultant
will not disseminate any such documents to third parties without the City's written approval and
will not make use of any such documents in connection with rendering professional services
relative to production of other projects for other clients. In the event the City uses the instruments
for other purposes, the City agrees to hold harmless and indemnify the Consultant against any
claims, losses and damages arising out of such use.
6. TERMINATION OF WORK
Notwithstanding any other provision of this Agreement,City may terminate this Agreement
at any time,with or without cause, in its sole discretion,by giving thirty(30) day notice in writing
to Consultant of such termination. In the event of such termination, Consultant shall perform such
additional work as is necessary for the orderly filing of documents and closing of Project and all
unfinished documents, maps, studies, work papers and reports prepared by Consultant under this
agreement shall be the sole property of the City. In the event of such termination, Consultant shall
be compensated for work satisfactorily performed prior to the effective date of termination in
accordance with the payment provisions set forth in Section 3.1,unless the termination is for cause,
in which event Consultant need be compensated only to the extent required by law.
7. CONFLICT OF INTEREST
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7.1 Consultant owes the City a duty of undivided loyalty! in performing the work and
services under this Agreement, including,but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in respect
to the work and/or services and project. Consultant certifies that it does not now have, nor shall it
acquire any financial or business interest that would conflict with the performance of services
under this agreement, that to the best of its knowledge, no circumstances exist which will cause a
conflict of interest in performing the services required by this Agreement, that no official or
employee of City, nor any public agency or official affected by this Agreement,has any pecuniary
interest in the business of Consultant or its subcontractors and that no person associated with
Consultant or its subcontractors has any interest that would conflict in any manner or degree with
the performance of this agreement.
7.2 Should Consultant become aware of any circumstances which may cause a conflict
of interest during the term of this Agreement, Consultant shall immediately notify City. If City
determines that a conflict of interest exists, City may require that Consultant take.action to remedy
the conflict of interest or terminate the Agreement without liability. City shall have the right to
recover any fees or payments paid for services rendered by Consultant which were performed
while a conflict of interest existed if Consultant had knowledge of the conflict of interest and did
not notify City within one week of becoming aware of the conflict of interest.
7.3 The Consultant hereby certifies Consultant shall not make or participate in making
or in any way attempt to use Consultant's position to influence a governmental decision in which
Consultant knows or has reason to know Consultant has a direct or indirect financial interest other
than the compensation promised by this Agreement.
7.4 The Consultant shall list current clients who may have a financial interest in the
outcome of this Agreement.
7.3 Consultant shall include the terms and conditions of 7.1,7.2, 7.3 & 7.4 of this Article in
all subcontractor agreements for work performed under this Agreement.
8. AUDIT AND INSPECTION
At any time during normal business hours and as often as City may deem necessary, the
Consultant shall make available to City and/or employees and representatives of City for
examination all of its records with respect to all matters covered by this Agreement. It shall also
permit City and/or employees and representatives of City to Audit, examine, and make copes,
excerpts or transcripts from such records of personnel, conditions of employment and other data
relating to all matters covered by this Agreement. City's right to audit shall not include the right
to obtain employment records deemed confidential due to state or federal restrictions.
1 The term `undivided loyalty' shall not mean that the work shall be prioritized over all other
work under the service and care of the Consultant.
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Consultant shall maintain all books, documents, papers, accounting records, and other
evidence pertaining to costs incurred during the Scope of Services and shall make such material
available at all reasonable times during the period of the Agreement, and for a period of three (3)
years from the date of final payment under the agreement,and Consultant agrees that the provisions
of this Article shall be included in any Agreements it may make with any subcontractor, assignee,
or transferee.
9. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, or ancestry of any
employee of, or applicant for employment with, such Consultant or subcontractor.
10. INSURANCE AND INDEMNIFICATION
10.1 With respect to any design professional services provided by Consultant,
the Consultant agrees to indemnify, and hold harmless the City, its elected officials, officers,
directors,partners, agents, and employees to the fullest extent allowed by law from any and all
claims, costs, actions, causes of action, damages, liabilities and losses (including but not limited
to all fees and charges of engineers, consultants, attorneys, and other professionals and all court
or arbitration or other dispute resolution costs), that arise out of,pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions,
causes of action, losses, damages or liabilities proximately caused by the sole negligence or
willful misconduct of City. City shall not be liable for acts of Consultant in performing services
described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs
charged to the design professional under this paragraph shall not exceed the design
professional's proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due
to bankruptcy or dissolution of the business,the design professional shall meet and confer with the
other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those
costs amongst the parties; and
b. Where a project-specific general liability policy insures all project participants for
general liability exposures on a primary basis and also covers all design professionals for their
legal liability arising out of their professional services on a primary basis, then there shall be no
limitation on the design professional's duty to provide a defense and cover the City's cost of
defense.
With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees
to indemnify,defend(with counsel reasonably satisfactory to the City)and hold harmless the City,
its officers, officials, directors, agents representatives, volunteers, and employees to the fullest
extent allowed by law from any and all claims,actions,causes of action,losses,damages,liabilities
and costs of every nature, including but not limited to all claims, actions, causes of action, losses,
damages, liabilities for property damage, bodily injury, or death, and all costs of defending any
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claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in
part, Consultant's performance under this Agreement, except for any claims, actions, causes of
action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described
herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater
extent than permitted under the public policy of the State of California; and in the event that this
contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions
shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to,
and shall not in any way be limited by, the insurance obligations contained in this Agreement.
However, notwithstanding any other provisions of this Agreement, and without limiting the
obligation of any insurance maintained by the consultant, Consultant's obligation for any defense
and indemnity that is not covered by the insurance required by this Agreement shall not exceed
the maximum contract amount. The foregoing indemnity provisions are intended to fully allocate
the parties'risk of liability to third-parties;and there shall be no rights to indemnity or contribution,
in law or equity or otherwise between the parties that are not set forth in this section. Consultant
waives all rights to subrogation for any matters covered by the provisions of this section.
Consultant's responsibility for such defense and indemnity obligations as set forth in this section
shall survive the termination or completion of this Agreement for the full period of time allowed
by law.
10.2 Prior to the start of the Work, Consultant shall procure and maintain in force insurance
conforming to the following specifications to the fullest amount allowed by law during the period
of this agreement and for a minimum of three (3) years following the termination or completion
of this Agreement:
A. Types of Coverage
The policies shall afford the following types-of coverage:
1. Commercial General Liability;
2. Automotive for all automobiles leased, hired, controlled, or owned (if any)
by the Consultant; •
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions •
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
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1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
2. For Automotive Liability: ISO CA 00 01 06 92 including symbol 1(any
auto); and
3. For Workers' Compensation:insurance as required by the Labor Code of the
State of California and Employer's Liability insurance; and
4. For Professional Liability and/or Errors and Omissions: insurance covering
negligence committed by or on behalf of Consultant in rendering services to
City.
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily,personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall
apply separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers' Compensation
limits as required by the Labor Code of the State of California and Employer's Liability
limits of$1,000,000 per accident.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim
and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement 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 City (as agreed to in this Agreement) before the
City's own insurance or self-insurance shall be called upon to protect it as a named insured.
D. Deductible and Self-Insured Retention
Any'deductibles or self-insured retention must be declared to and approved by the
City and shall not reduce the limits of liability. At the option of the City, either: the insurer
shall reduce or eliminate such deductibles or self-insured retention as respects the City, its
agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall
procure a bond guaranteeing payment of losses related to investigations, claim
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administration, and defense expenses. Policies containing any self-insured retention
provision shall provide or be endorsed to provide that the self-insured retention may be
satisfied by either the named insured or the City.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out
of this Agreement performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or used by the
Consultant, or automobiles owned, leased, hired (if any) or borrowed by the
Consultant. It is a requirement of this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage
requirements and/or limits set forth in this Agreement shall be available to the City
as an additional insured.Furthermore,the requirements for coverage and limits shall
be(1) the minimum coverage limits specified in this Agreement, or(2) the broader
coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City,its agents,officers,attorneys, employees,officials and volunteers.
Any insurance or self-insurance maintained by the City, its agents, officers,
attorneys, employees, officials and volunteers shall be excess of the Consultant's
insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its agents, officers, attorneys, employees,
officials, and volunteers.
d. The Consultant'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.
2. Workers' Compensation and Employer's Liability Coverage: The.insurer
shall agree to waive all rights of subrogation against the City, its agents,
officers, attorneys, employees, officials, and volunteers for losses arising
from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City; and
unless otherwise approved by the City, each insurance policy required by
this clause shall be endorsed to state that coverage shall not be canceled by
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either party,except after thirty(30)days prior written notice by regular mail
has been given to the City,or ten(10)days for cancellation for non-payment
of premium.
F. Suspension or Cancellation
City may suspend, in writing all or a portion of the work. Consultant may request that the
Work be suspended by notifying City in writing of circumstances that are interfering with the
normal progress of work. The time for completion of the work shall be extended by the number of
days work is suspended. If any of the coverages required by this Agreement should be suspended,
voided, cancelled, or reduced in coverage during the term of this Agreement, Consultant shall
immediately notify City and replace such coverage with another policy meeting the requirements •
of this Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance of any
' matter under this Agreement shall require the subcontractors to comply with the same indemnity
and insurance requirements set forth in this Agreement to the extent that they apply to the scope
of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same
manner and to the same extent as the Consultant is bound to City under this Agreement. Consultant
shall be responsible for all work products and actions of all subcontractors. Subcontractors shall
further agree to include these same provisions with any sub-subcontractor. A copy of this
Agreement will be furnished to the subcontractor on request. The Consultant shall require all
subcontractors to provide a valid certificate of insurance and the required endorsements included
in the Agreement prior to commencing any work,and will provide proof of compliance to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder,the policies of insurance
listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M.Best Rating
of A:V and who is authorized to transact business in the State of California, unless otherwise
approved by the City.
I. Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of insurance evidencing
coverage required by this clause. The certificates for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf The certificates are to be on forms
acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work
commences.
11. ASSIGNMENT
11.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
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Consultant Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other. This Agreement shall not be construed to alter, affect, or waive any
lien or stop notice rights, which Consultant may have for the performance of services pursuant to
this Agreement.
11.2 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant or
waiver of the breach of any other term, condition or covenant.
11.3 This Agreement contains the entire Agreement between City and Consultant
relating to the scope of work and the provision of services to the scope of work. Any prior
agreements, promises, negotiations, or representations not expressly set forth in this Agreement
are of no force or effect. Subsequent modifications to this Agreement shall be in writing and
signed by. both City and Consultant.
11.4 If any term,condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid,void,or unenforceable,the remaining provisions of this Agreement shall
be valid and binding on City and Consultant.
11.5 This Agreement may be executed in counterparts and will be binding as executed.
11.6 All changes or amendments to this Agreement must be in writing and approved by
all parties.
11.7 The term of this Agreement shall commence upon execution of the Agreement and
terminate January 31, 2023. Any extension of the Agreement shall be mutually agreed upon in
writing and shall require an amendment to the Agreement signed by both parties.
12. JURISDICTION
12.1 This Agreement shall be governed and construed in accordance with the laws of the
State of California.
12.2 This Agreement is entered into, and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a court
of appropriate jurisdiction in Santa Clara County, California.
12. NOTICES
•
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street
Campbell, CA 95008
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•
CONSULTANT: Good City Co.
Attention: Aaron Aknin
11351 Laurel Street
• San Carlos, California 94070
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
. hereby:
CONSULTANT
cevelas.4.
By: Pierian Aknin(Aug 29.2022 1/:43 PDTI
Aaron Aknin
Title: Principal
CITY OF CAMPBELL
g` ?H LOveii kaG
By: Brian Lowenthal iSep 9,2022 09:01 PDT)
Brian Loventhal
Title: City Manager
•
•
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—Exhibit A—
Scope of Services
•
Priority tasks include but are not limited to:
I. Implementation of Economic Development Program
A. Project kick off meeting with senior City to discuss and agree on project understanding,required
key meetings and review,work hours, and confine priority of required tasks
B. Project orientation to establish access to required information including city reports, council
agenda, files,communications (email,phone,office services), contact lists,meeting facilities
C. Implement priority daily tasks for implementation of the economic development program as
directed by the community development director
D. Conduct introductory meetings and calls with key business groups,brokers,developers, and other
stakeholders
E. Develop monthly business newsletter and update economic development web page
F. Explore possibility of creating a downtown business improvement or property-based
improvement district
G. Monitor City sales tax; attend quarterly updates
II. Economic Development Strategy
A. Manage the RFP process for both the short term and long-term economic development strategy
and the subsequent workplan effort
B. Review and screen proposals
C. Convene an interview panel
D. Award contract and initiate development of the short-term plan
III. Complete audit of economic development program and economic development specialist position
A. Confirm City priority economic development goals and alignment with program and proposed
economic development strategy
B. Interview key stakeholders and City staff to determine understanding, expectations, alignment,
and gaps of the economic development position and program
C. Review and compare economic development manager position descriptions in other similar
communities
D. Prepare summary of findings and recommendations
E. Develop draft position description and salary range for economic development manager
position;meet as needed with key internal staff such as H.R., City Manager to develop and
review draft
IV. Assist Community Development and Public Works with implementation of Semi-Permanent Parklet
Program
A. Review program description, communications, and outreach materials; implementation schedule
B. Coordinate with City team and establish weekly"touch base"meeting
-13-
—Exhibit B—
Billing Methodology
Good City Company will provide Economic Development Consultant services thru January 31,
2023, in accordance with the Scope of Services outlined above with the following terms and
conditions:
Staff E.D.Director Principal Senior E.D./ Marketing
Planning Manger Assistant
Hourly Rate $200.00 $235.00 $160.00 $85.00
Program Hours 50+or- 2 8 10
ser month
Monthly Cost $10,000 $470.00 $1,280.00 $850.00
efiWWa
Estimated Staff $12,600.00
Cost per month
Contract Term 3.968 months
Program Hours 70.0
per month
Total Contract $49,999
Amount
Although hours may fluctuate up or down per week depending on the task(s)and time needed from
other staff, Good City Economic Development Director will allocate a minimum of 70 hours per
month to provide Economic Development consulting services.
-14-
R r
1 it
. 2(rvised) i
Final Audit Report 2022-09-09
Created: 2022-08-30
I'llia-lit
tt By: Ken Ramirez(kenr@campbellca.gov)
Status: Signed
g.
Transaction ID: CBJCHBCAABAAswjc9pi9GY6PAn73a7W7FUcRoMg170Ca
1.
"Campbell -CDD-Good City Contract 8.16.22(revised)" History
j Document created by Ken Ramirez(kenr@campbellca.gov)
2022-08-30-0:39:12 AM GMT
-''> Document emailed to Aaron Aknin (aaknin@goodcityco.com)for signature
2022-08-30-0:39:51 AM GMT
I
;1:j Email viewed by Aaron Aknin (aaknin@goodcityco.com)
2022-08-30-0:42:50 AM GMT
66 Document e-signed by Aaron Aknin (aaknin@goodcityco.com)
Signature Date:2022-08-30-0:43:16 AM GMT-Time Source:server
E=?:- Document emailed to Brian Loventhal (brianl@campbellca.gov)for signature
2022-08-30-0:43:17 AM GMT
Email viewed by Brian Loventhal (brianl@campbellca.gov)
2022-09-09-4:01:30 PM GMT
Document e-signed by Brian Loventhal (brianl@campbellca.gov)
Signature Date:2022-09-09-4:01:40 PM GMT-Time Source:server
e Agreement completed.
2022-09-09-4:01:40 PM GMT
Adobe Acrobat Sign
AMENDMENT TO CONTRACT SERVICES AGREEMENT
AMENDMENT#3
CITY OF CAMPBELL
70 NORTH FIRST STREET
CAMPBELL, CA 95008
(408) 866-2140
This Third Amendment to Contract Services Agreement(hereinafter"Third Amendment"), effective as of
June 18,2024,amends the Consultant Services Agreement(hereinafter"Agreement")to establish economic
development consulting services for the City of Campbell originally entered into on the 16th day of August
2022, by and between the City.of Campbell (a Municipal Corporation, hereinafter referred to as "City")
and Good City Company. (a California Corporation, hereinafter referred to as"Consultant").
RECITALS
WHEREAS,City and Consultant have previously entered into that certain Consultant Services
Agreement("Agreement") dated August 16,2022, incorporated herein by this reference; and
WHEREAS,City and Consultant previously entered into a First Amendment to the Agreement to
increase the compensation,extend the term, and update the project pricing for 2023.
WHEREAS,City and Consultant entered into a Second Amendment to the Agreement to add additional
tasks and update the project pricing for 2024, as specified herein.
WHEREAS,City and Consultant desire to enter into this Third Amendment to the Agreement to add
additional tasks and updating the project pricing for 2024-25, as specified herein.
AGREEMENT
NOW,THEREFORE,it is agreed between the Parties to incorporate the above Recitals hereto,and that the
Agreement is hereby amended as follows:
1. Scope of Work attached as Exhibit A is amended to include additional tasks as follows:
Consultant shall, at the direction of the City's project coordinator,assist with the following:
A) Implementation of the Economic Development Program
i. Implement priority daily tasks for implementation of the economic development program
as directed by the Community Development Director.
ii. Conduct introductory meetings with key business groups, brokers, developers, and other
stakeholders.
iii. Monitor City sales tax; attend quarterly updates.
iv. Provide reports to City Council that include updates on
a) Commercial/industrial vacancies and real estate trends
b) Retail trends
c) Status of Economic Development Plan implementation
d) Economic indicators and forecasts
B) Implementation of the City's 2024 Economic Development Plan, including:
i. Revise as needed,portions of City website related to Economic Development.
ii. Promote the City's Economic Development plan and efforts through social media.
iii. Develop,maintain, and distribute business related content through social media.
iv. Attract new businesses to vacant commercial and industrial spaces.
v. Conduct outreach to developers, brokers and property owners to provide resources and
assistance for new tenants
vi. Expand partnership/collaborations with Chamber of Commerce and Downtown Campbell
Business Association for special Economic Development initiatives and programs
• vii. Begin work on potential branding and promotion of Dell/McGlincy industrial areas and
conduct outreach and a business needs assessment of the respective areas.
C). Identify and retain consultant(s) to develop an initial feasibility assessment to determine
support for Downtown Property-Based Improvement District (PBID) that includes a City
Council Study Session, outreach to stakeholder groups (Chamber of Commerce, Downtown
• Campbell Business Group)and Downtown property owners.
D) Assist with recruitment of an Economic Development Manager
i. In coordination with City Human Resources staff and City Manger's Office, develop draft
position description and recruitment flyer
ii. Promote the position with appropriate Economic Development professional associations
and contacts
iii. In coordination with Human Resources staff, assist screening of candidates and with
development of interview questions.
E) In Coordination with City Departments, assist with development of a Downtown Trash
Management Program
F) Assist with other Economic Development related initiatives as needed.
2. Services Estimate attached to the Agreement as Exhibit B—Billing Methodology shall remain the
same throughout the duration of the contract term. Billing Methodology adopted with the Second
Amendment, identified as Exhibit 2-B, which is attached hereto and made a part hereof, reflects
the maximum contract term amount and contract term end date. Although weekly hours may
fluctuate,the Consultant shall allocate enough staff time to complete City tasks on schedule.
3. Section 3.1 of the Agreement is amended such that the total not to exceed amount of the contract
is$370,800.00.
4. Term:the term of the Agreement is extended to March 31,2025.
Except as amended by this Third Amendment,all other terms and conditions as set forth in the Agreement
and attachments, and all other prior amendments, shall remain in effect. The terms of this Third
Amendment shall control if any conflict exists. Each party acknowledges that it has reviewed this Third
Amendment and that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Third Amendment.
The unenforceability,invalidity or illegality of any provision(s)of this Third Amendment shall not render
the other provisions unenforceable, invalid or illegal.
The Parties may execute this Third Amendment in two or more counterparts,which shall, in the
aggregate, be deemed an original but all of which,together, shall constitute one and the same instrument.
A scanned, electronic,facsimile or other copy of a party's signature shall be accepted and valid as an
original.
Signature Warranty:
The undersigned warrant and represent that each is authorized to enter into this Third Amendment on behalf
of the and that their respective signatures serve to legally obligate their respective representatives, agents,
successors and assigns to comply with the provisions of this Third Amendment.
This Amendment to the Consultant Services Agreement shall become effective upon its execution by the
City, in witness whereof,the parties have executed this Amendment the day and year first written above.
CONTRACTOR CITY OF CAMPBELL
By: By:
Name: Aaron Aknin Name: Brian Loventhal
Title: Principal Title: City Manager
Date: Date:
Attachments:
Revised Exhibit 2-B—Billing Methodology
Exhibit 2-B—Billing Methodology
Ot- c f ,
ECONOMIC DEVELOPMENT CONSULTANT
SERVICES ESTIMATE
Good City will retain and provide a detailed summary of hours billed and tasks completed within the period
of the submitted invoice.Through March 31,2025,Good City will follow the specified billing rate schedule
and bill only for the specified positions.Consultant will not exceed the total projected and agreed upon max
contract amount of$370,800. .
Staff Position. Billing Rate
Economic Development Director $230/Hour
Senior Economic Development Planner ,$170/Hour'
Economic Develo sment Associate $140/Hour
•
•