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Charles Abbott Associates Inc (2013) Lig First Amendment to Agreement between the City of Rancho Palos Verdes and Charles Abbott Associates, Inc. This agreement is an amendment ("Amendment) to the building and safety consulting services agreement between the City of Rancho Palos Verdes ("Citi') and Charles Abbott Associates, Inc. ("Consultant), dated May 17, 2011 ("Agreement). This Amendment is effective as of July 1, 2013, and is being made to extend the term of the Agreement for two years. SECTION 1,, Article III ("TERM")of the Agreement is hereby amended to read as follows: "This Agreement shall commence on July 1, 2011 and shall terminate on June 30, 2015, unless sooner terminated pursuant to Article X of this Agreement." SECTION 2. Section A of Article IX("INDEMNIFICATION AND INSURANCE")of the Agreement is hereby amended to read as follows: "A. Indemnification. I. To the fullest extent permitted by law, Consultant shall indemnify and hold the City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers (collectively "Indemnitees")free and harmless from all liability arising out of: (a) Any and all claims, demands, causes of action, costs, expenses,liabilities,losses,damages or injuries, in law or in equity,to property or persons, including wrongful death (collectively"Claims") under Workers'Compensation acts and other employee benefit acts with respect to Consultants employees or Consultant's suboonaultants'employees in any manner arising out of or incident to Consultant's work under this Agreement; and (b) Claims in any manner arising out of or incident to any negligent, reckless or willful acts or omissions related to professional services by or on behalf of Consultant, its officials, officers, employees or agents, except for liability resulting from the sole negligence or the willful misconduct of any of the Indemnitees; and (c) Claims In any manner arising out of or incident to any acts or omissions unrelated to professional services by or on behalf of Consultant, its officials, officers, employees or agents, except for liability resulting from the sole negligence or the willful misconduct of any of the Indemnitees. R6876-0001 11 34ssoevt.doc D-4 Section i shall include without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. Consultant's obligation to Indemnify pursuant to this section shall not be restricted to Insurance proceeds, If any, received by Consultant or Indemnitees. ii. Regarding the defense of any claim within the purview of these provisions, the City and Consultant shall each control its own defense. At the time of Claim resolution, Consultant shall provide reimbursement for all attorneys' fees and other related costs for every situation in which the Consultant would have to indemnify Indemnitees induding paying and satisfying any judgment, award or decree that may be rendered against Indemnitees. Consultant shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to pay defense costs pursuant to this section shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. ill. All duties of Consultant under this Section shall survive termination of this Agreement." SECTION 3. Subsection I of Section F ("Nonce of Cancellation") of Article IX ("INDEMNIFICATION AND INSURANCE')of the Agreement is hereby amended to read as follows: "All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty(30)days prior written notice to City,or ten(10)days notice if cancellation is due to nonpayment of premium. Additionally, Consultant shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. Consultant agrees that it will not cancel or reduce any required insurance coverage." SECTION 4. Section G of Article IX("INDEMNIFICATION AND INSURANCE")of the Agreement is hereby amended to read as follows: "Entire Policy and Certificate of Insurance. At all times during the term of this Agreement, Consultant shall maintain on file with the City Clerk both a copy of the entire policy and a certificate of insurance showing that the aforesaid policies are In effect in the required amounts. The commercial general liability policy shall contain endorsements naming the City, Its officers, agents and employees as additional insureds." SECTION 5. Except as expressly amended by this amendment to the Agreement, all of the other provisions of the Agreement shall remain in full force and effect as written in the Agreement. aee7e-0001 1t 3t95os0.dx D-5 IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the date and year first above written. Dated: '' Charles Abbott Associates, Inc. ("Consultant) By: r 414, Printed Name: d64 r � /ape d Title: ee Si tx 1 By: ; ;z,t&4A, Printed Name: 5 t.,sa-h Pcbkkt Title: �c-cruel-o,,roa, The City of Rancho Palos Verdes ( City ) iff•uat3— "1( 1 J Mayor ATTEST: By: &A6-5761-c}ffrie City clerk D-6