CC Resolution 13115 - Contract with Rincon Consultants for Climate Action and Adaptation Plan RESOLUTION NO. 13115
BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING AND AWARDING A CONTRACT, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE CONTRACT, WITH RINCON CONSULTANTS FOR
THE DEVELOPMENT OF THE CLIMATE ACTION AND ADAPTATION PLAN IN AN
AMOUNT NOT TO EXCEED $300,000.
WHEREAS, the adopted 2040 General Plan included Action COS-10.c. which calls for the
preparation of a Climate Action Plan that establishes greenhouse gas reduction,targets that are
consistent with Statewide GHG reduction targets, including an implementation program to achieve
reduction targets;
WHEREAS, the City seeks the special services in climate action and adaptation strategies from
persons specially trained, experienced, and competent to perform the special services required
for the preparation of a Climate Action and Adaptation Plan;
WHEREAS, the City Council adopted Resolution No. 13079 authorizing the issuance of a
Request for Proposals for the development of a Climate Action and Adaptation Plan;
WHEREAS, the City circulated an RFP from November 22, 2023, to December 20, 2023, for the
preparation of the Climate Action and Adaptation Plan and received seven (7) proposals;
WHEREAS, the purchasing procedures outlined in the City's Municipal Code (CMC) Section
3.20.050 state that purchases and contract for 'supplies, services, and equipment of estimated
fair market value greater than fifty thousand dollars' shall be made according to specified bidding
procedures;
WHEREAS, the estimated amount for the procured services will be more than fifty thousand
dollars;
WHEREAS, CMC Section 3.20.091 provides that the bidding procedures in section 3.20.050 may
be dispensed with for the purchases of supplies and services that are technical in nature;
WHEREAS, staff reviewed the proposals finding that Rincon Consultant was the most responsive
offeror, meeting the selection criteria, given their extensive experience conducting Climate Action
Plans in California; their project understanding, approach, and workplan; the qualifications of the
proposed team; their proposal being within the preferred $250,000 budget; and their familiarity
with Campbell;
WHEREAS, Rincon Consultants' proposal (excluding optional tasks) included a budget of
$247,725.50;
WHEREAS, staff recommends adding a contingency of $52,274.50, resulting in a total contract
value of$300,000;
WHEREAS, staff recommends awarding a contract to Rincon Consultants, in an amount not to
exceed $300,000, to provide services for a period of up to eighteen (18) months, and include
options for the City to renew an additional six (6) month service contracts, for a total of up to two
(2) years;
WHEREAS, $300,000 was previously appropriated in the FY 2024 budget for the development of
the Climate Action and Adaptation Plan; and
City Council Resolution No. 13115 Page
2 of 2
Authorize the City Manager to Dispense with Bidding, Authorize Award and Execution of Contract
WHEREAS, the City Council has reviewed and accepted the draft Consultant Services
Agreement(i.e., Contract) as to general form and content and seeks to authorize the City Manager
to execute the contract.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell hereby
approves the contract, and authorizes the City Manager to execute the contract, with Rincon
Consultants for the development of the Climate Action and Adaptation Plan in and amount not to
exceed $300,000.
PASSED AND ADOPTED this 20th day of February 2024, by the following roll call vote:
AYES: Councilmembers: Bybee, Furtado, Scozzola, Lopez, Landry
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
APPROV D: G(,WA
Susan Landry, Mayor
ATTEST: 4(�i(Qa a/j/1L ibn
Andrea Sand s, City Clerk
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the day
of , 2023, by and between the CITY OF CAMPBELL(hereinafter referred to as
"City") and Rincon Consultants, Inc., (hereinafter referred to as "Consultant").
WHEREAS, City desires to obtain a service provider to provide services to develop a
climate action and adaptation plan for a cost not to exceed$247,725.50; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to provide,
evaluate and keep detailed records throughout the duration of the contract agreement;
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
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
concerning the project, and shall review documents as necessary for compliance with the project's
objectives.
1.4 In performance of this Agreement by Consultant,time will be of the essence.
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
strikes, work slow-downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the highest 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 All activities of Consultant, its employees, subcontractors and/or agents will be
carried out in compliance with all applicable federal, state, and local laws and regulations.
1.10 The designated project manager for Consultant shall be . 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 of Consultant 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.
1.11 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
officials 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 and warrants 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. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and
shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents
representatives, volunteers, and employees against any claim or liability, including attorneys' fees
and costs, arising in any manner related to this Agreement that an employee, agent or others under
Consultant's supervision or control was misclassified.
1.12 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 preparation of the documents called for in this Agreement.
Consultant shall be entitled to reasonably rely on accuracy and completeness of such information,
provided that Consultant shall provide City prompt written notice of any known defects in such
data and information.
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 documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees
to compensate Consultant for all services and direct costs associated with the performance of the
project in an amount not to exceed $247,725.50, as follows:
a. Once each month, Consultant shall submit for payment by City,an itemized invoice
for services performed during the previous billing period. The invoice shall describe the
services rendered and the title of the item of work and shall list labor hours by personnel
classification. Said invoice shall be based on all labor and direct expense charges made for
work performed on the project. Labor charges shall be in accordance with the fee schedule
found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and
approved by the City within 30 days from the date the itemized invoice is received by the
City, subject to the maximum not to exceed amount specified above and the City's right to
object.
b. Direct costs are those outside costs incurred on or directly for the project and
substantiated with invoices for the charges. Direct expenses include printing, reproduction,
and delivery charges.
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. Only City's authorized representative(s) is authorized to approve
changes to this Agreement on behalf of City.
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 A.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by
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Consultant under this Agreement. Where conflicts regarding compensation may occur, the
provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without
the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or misconduct
on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance
meeting all of the requirements stated herein, including naming the City of Campbell, its officers,
officials, directors, agents'representatives, volunteers, and employees as additional insureds.Any
modification to the insurance requirements for subcontractors must be agreed to by the City in
writing.
4.4 If at any time,the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents,data,materials,photographs,negatives and other work products
prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project-related
documents and materials")shall be the property of the City and may be used on this project without
the consent of the Consultant or its subcontractors. City acknowledges that such drawings,
documents, and other items are instruments of professional services intended for use only on the
subject project. Consultant agrees that all copyrights which arise from creation of the 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.
Any and all project-related documents and materials including draft documents and materials
related to this Agreement shall be confidential, not to be used by the Consultant on other projects
or disclosed to any third party, except by agreement in writing by the City, or except as otherwise
provided herein or applicable laws. 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 and unfinished project-related documents and materials,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.
6. TERMINATION
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6.1 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 notice in writing to
Consultant not less than 14 calendar days prior to an effective termination date. In the event of
such termination, Consultant shall have the right and obligation to immediately assemble the work
then in progress for the purpose of completing the work and turning over all materials and
documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point 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.
6.3 Upon notice of termination by City,the Consultant will immediately act to not incur
any additional obligations, costs or expenses, except as may be reasonably necessary to terminate
its activities. All finished or unfinished work or documents procured or produced under the
Agreement will become property of the City upon the termination date.In the event of Consultant's
failure to perform pursuant to the Agreement, the City reserves the right to obtain services
elsewhere and Consultant will be liable for the difference between the prices set forth in the
terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to
this paragraph shall not relieve the Consultant of any liability to City for additional costs,expenses,
or damages sustained by City due to failure of the Consultant to perform pursuant to the
Agreement. City may withhold any payments to Consultant for the purpose of set off until such
time as the exact amount of damages due City from Consultant is determined.After the effective
date of termination, Consultant will have no further claims against the City under the Agreement.
No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance
of the final study.
8. 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, marital status, medical
condition, disability, ancestry, organizational affiliation, military or veteran status, or any other
consideration made unlawful by local, State or Federal law, of any employee of, or applicant for
employment with, such Consultant or subcontractor. City requires Consultant to comply with all
applicable Federal and State and local equal employment opportunity laws and regulations.
9. INSURANCE AND'INDEMNIFICATION
9.1 With respect to any professional services provided by Consultant, the Consultant
agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent
allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses,
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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 consultant under this paragraph shall
not exceed the consultant 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 consultant 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 ensures all project participants for
general liability exposures on a primary basis and also covers all consultant for their legal
liability arising out of their professional services on a primary basis, then there shall be no
limitation on the consultant'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 and against any and all claims, actions, causes of action, losses,
damages, liabilities and costs of every nature, including attorneys' fees and costs (collectively,
"Losses") 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 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. 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.
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9.2 Consultant shall maintain insurance conforming to the following specifications to
the fullest amount allowed by law 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;
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:
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
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$1,000,000 per accident. The Worker's Compensation policy must be endorsed with a
waiver of subrogation in favor of the City for all work performed by the Consultant and its
employees.
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 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 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,
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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 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
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. 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
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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.
J. Special Risks/Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances and provide notice to
Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 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.
10.4 Neither parry'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.
10.5 This Agreement contains the entire Agreement between City and Consultant
relating to the project and the provision of services to the project.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.
10.6 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.
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10.7 This Agreement shall be governed and construed in accordance with the laws of the
State of California.
10.8 All changes or amendments to this Agreement must be in writing and approved by
all parties.
10.9 The initial contract term shall commence upon execution of the contract by the City
and shall be for a two (2) month period, unless terminated sooner in accordance with the contract.
The City of Campbell at its sole discretion may elect to extend the contract up to two (2)
consecutive six-month periods by providing written notice to Consultant not less than thirty (30)
days prior to expiration of the original or extended term. The total length of the contract shall not
exceed a period of one year. Annual contractual costs shall be equal to the August-to-August San
Francisco-Oakland-San Jose Consumer Price Index-All Urban(CPI-U)in an amount not to exceed
five percent (5%), but not lower than three percent (3%), annually, on July 1 of each contract
renewal if executed.
10.10 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. The Consultant shall list current clients who may have a
financial interest in the outcome of this Agreement. The Consultant hereby 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. 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. Consultant will immediately advise the City
if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.11 City is a public agency subject to the disclosure requirements of the California
Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents
or information submitted to City, and Consultant claims that such information falls within one or
more CPRA exemptions, Consultant must clearly mark such information "Confidential and
Proprietary," and identify the specific lines containing the information. In the event of a request
for such information, City will make best efforts to provide notice to Consultant prior to such
disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate
remedy from a court of law in Santa Clara County before the City is required to respond to the
CPRA request. If Consultant fails to obtain such remedy within the time the City is required to
respond to the CPRA request, City may disclose the requested information without any liability to
Consultant. Consultant further agrees that it shall defend,indemnify and hold City harmless against
any claim, action or litigation (including but not limited to all judgments, costs, and attorney's
fees) that may result from denial by City of a CPRA request for information arising from any
representation, or any action(or inaction), by the Consultant.
10.12 Neither party hereto shall be considered in default in the performance of its
obligation hereunder to the extent that the performance of any such obligation is prevented or
delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which
is beyond the reasonable control of the affected party and without the negligence of the respective
Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any
Force Majeure claimed to delay, hinder or prevent performance of the services under this
Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a
cause of delay or default and will, upon the cessation of the cause, diligently pursue performance
of its obligations in this Agreement. In the event either party is prevented or delayed in the
performance of its respective obligation by reason of such Force Majeure, there may be an
equitable adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.13 Except as City may specify in writing,Consultant shall have no authority,express
or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have
no authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever.
10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any)
has/have complied with any and all federal, state, and local licensing requirements
10.15 Each party acknowledges that it has reviewed this Agreement 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 Agreement.
10.16 The signatories to this Agreement warrant and represent that each is authorized
to execute this Agreement and that their respective signatures serve to legally obligate their
respective representatives, agents, successors and assigns to comply with the provisions of this
Agreement.
10.17 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.
10.18 This Agreement may be executed in 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 parry's signature shall be accepted and valid as an
original.
11. 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:
Attention:
[SIGNATURES ON FOLLOWING PAGE]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
hereby:
CONSULTANT CITY OF CAMPBELL
By By
Title Title
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