CITY COUNCIL AGENDA ITEM
Meeting Date: June 28, 2005
Subject/Title: Adopt a Resolution authorizing the City Manager to execute a
Professional Services Agreement with Abey Arnold Associates for general
landscape architectural services for 2005/06, in an amount not to exceed
Prepared by: Janet Hansen, Park Planner
Submitted by: Craig D. Bronzan, Director of Parks and Recreation
Adopt a resolution authorizing the City Manager to execute a Professional
Services Agreement with Abey Arnold Associates, for as-needed general
landscape architectural services, for 2005/06, in an amount not to exceed
October 26, 1999 and January 9, 2001, City Council authorized the City
Manager to sign agreements for design and consultation contracts for parks,
recreation and trails projects for as-needed landscape architectural
May 24, 2005, City Council adopted a Resolution authorizing the City Manager
to amend the Professional Services Agreement with Abey Arnold Associates,
for as-needed Landscape Architectural services, extending Section 4 - TERM
to ‘June 30, 2005’ and Section 5 - PAYMENT to ‘not to exceed $75,000’.
Abey Arnold Associates has performed general landscape architectural
services, on as-needed basis, for the Parks and Recreation Department since
2001. Staff has been very satisfied with the professional work performed on
many miscellaneous projects by both Phil Abey and Peter Arnold.
A Professional Services Agreement was entered into on January 2, 2004 by and
between the City of Brentwood and Abey Arnold Associates, for as-needed
Landscape Architectural services. The term section of this agreement was
amended to cover through June 30, 2005, and at the same time the payment
section of the agreement was modified requiring City Council authorization.
At the time this amendment was authorized, staff indicated that a new
Professional Services Agreement would be presented to City Council for
approval for fiscal year 2005/2006.
It is the recommendation of staff to authorize the execution of this
agreement in an amount not to exceed $40,000.
The funds for this Professional Services Agreement, in the amount not to
exceed $40,000 have been budgeted in Park Planning, Contractual Services, in
the approved 2005/2006 Operating Budget.
Professional Services Agreement
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD AUTHORIZING THE
CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ABEY ARNOLD
ASSOCIATES, FOR AS-NEEDED GENERAL LANDSCAPE ARCHITECTURAL SERVICES, FOR
2005/06 IN AN AMOUNT NOT TO EXCEED $40,000
WHEREAS, the City Council of the City of Brentwood authorized the City
Manager to enter into agreement with Abey Arnold Associates, Landscape
Architects to provide as-needed Landscape Architectural services; and
WHEREAS, the Parks and Recreation Department requires as needed landscape
architectural services; and
WHEREAS, staff has been satisfied with the previous landscape architectural
services provided by Abey Arnold Associates;
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of
Brentwood hereby authorizes the City Manager to execute an agreement with
Abey Arnold Associates, Landscape Architects, to provide as-needed landscape
architectural services, for 2005/06 in an amount not to exceed $40,000.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 28th day of June 2005, by the following vote:
Interim City Clerk
AGREEMENT FOR PROFESSIONAL
THIS AGREEMENT, made and entered into this 17th day of June, 2005 by and
between the CITY OF BRENTWOOD, a municipal corporation existing under the
laws of the State of California, hereinafter referred to as “City”, and Abey
Arnold Associates, a California Corporation, hereinafter referred to as
A. City desires certain professional design and construction administration
services in connection with the public work of improvement referred to as
“as needed landscape architect services.
B. City desires to engage Design Professional to provide these services by
reason of its qualifications and experience performing such services and
Design Professional has offered to provide the required services on the
terms and in the manner set forth herein.
C. Design Professional represents that it is fully licensed and qualified
with all professional skills necessary to perform the services described in
this Agreement and has special expertise in the design of public works.
NOW, THEREFORE, City and Design Professional agree as follows:
SECTION 1 – SCOPE OF SERVICES
The scope of services subject to this agreement and to be performed by
Design Professional for the Project is described in Exhibit “A”, Scope of
Services, attached hereto and incorporated herein.
SECTION 2 – DESIGN PROFESSIONAL'S REPRESENTATIONS AND RESPONSIBILITIES
A. Design Professional acknowledges that in entering into this agreement the
City is relying upon Design Professional's special skills and experience to
do and perform the services in accordance with best standards of
professional practice in the [design and construction administration] of
public projects of similar size, scope and complexity in the general
location of the Project. Design Professional agrees to perform the services
in accordance with these standards. The acceptance of Design Professional's
services by City does not operate as a release of Design Professional from
B. Upon completion of the Project in accordance with the construction
documents, the Project will be suitable for its intended purpose, as
documented in the plans and specifications and subsequent directives, if
any, from CITY.
C. Design Professional accepts the relationship of trust and confidence
established between it and City by this Agreement. Design Professional shall
use its best efforts, skill, judgment, and abilities to assist and work with
City to design the Project, to produce the necessary construction documents,
and to further the interests of City in accordance with City's requirements
and procedures, each in accordance with professional standards that apply to
D. Design Professional shall perform the Services in full compliance with
applicable federal, state and local laws and regulations in effect at the
time such services are rendered (collectively, "Applicable Laws").
E. Design Professional shall be responsible for employing or engaging all
persons necessary to perform the Services. All of Design Professional's
staff shall be qualified by training and experience to perform their
assigned tasks. DESIGN PROFESSIONAL shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of its employees and
sub-Design Professionals, if any, and shall keep the services under its
control. If any employee or sub-Design Professional of DESIGN PROFESSIONAL
fails or refuses to carry out the provisions of this Agreement or appears to
be incompetent or to act in a disorderly or improper manner, he or she shall
be discharged immediately from the work under this Agreement on demand of
F. One or more members or employees of Design Professional's firm are
licensed by the State of California to perform their services and these
services will be performed by them or under their supervision.
G. Design Professional shall submit, for City's approval, a team or staffing
proposal for the Project, complete with job descriptions, names and previous
experience of all personnel. Design Professional has designated the
Principal, Project Design Professional, and Job Captain for the Project as
stated in Exhibit B - Key Personnel - which exhibit is incorporated herein
by this reference. Design Professional shall not change or reassign Key
Personnel without prior notice to CITY, and shall not replace any Key
Personnel with individuals to whom CITY has a reasonable objection.
H. Design Professional's services are unique and personal. Design
Professional shall not assign or transfer any of its interest or obligation
under this Agreement without the City's written consent. Design Professional
shall not subcontract its duties under this Agreement without the City's
written consent. No sub-consultant will be recognized by CITY as such;
rather, all sub-consultants are deemed to be the agents of Design
Professional, and Design Professional agrees to be responsible for their
performance. Design Professional is specifically authorized to subcontract
with sub-consulting firms to assist in providing the Services.
I. 1. Design Professional acknowledges that the City has established or will
establish a Construction Budget for the Project. The Construction Budget
includes the total cost to the City of all work designed or specified by
Design Professional, including alternates, fees and permits, construction
testing included in the general conditions, an escalation allowance, a
design contingency, and a construction contingency. The Construction Budget
does not include payments to Design Professional or its consultants, land
acquisition costs, financing costs, special district fees, or the City's
administrative costs. The Estimated Construction Cost is equal to the
Construction Budget, less the escalation allowance, permit fees, and the
design and construction contingencies.
2. The size of the Project and the type and quality of construction are
dependent upon the Construction Budget. Design Professional will exercise
its best judgment in determining the balance between the size and features
of the Project, the type of construction, and the quality of construction to
achieve a solution for the City within the Construction Budget.
3. Design Professional shall review the Estimated Construction Cost at each
phase of its services. If the Estimated Construction Cost is more than 75%
of the Construction Budget, Design Professional shall prepare a report
identifying and explaining any variances and, as part of its Basic Services,
and propose possible changes to the Project, if applicable which may help
reduce the construction cost. If the City elects to implement the proposed
revisions and the proposed revisions require changes to completed Documents,
Design Professional shall do so as an Additional Service upon written
direction from the City.
SECTION 3 - INDEPENDENT CONTRACTOR
The services to be provided to the CITY as set forth in this Agreement shall
be provided by Design Professional as an independent contractor as defined
in Labor Code 3353, under the control of the CITY as to the result of the
work but not the means by which the result is accomplished, and nothing
herein contained shall be construed to make Design Professional an agent or
employee of the CITY while providing these services. DESIGN PROFESSIONAL
shall be entitled to no other benefits or compensation except as provided in
SECTION 4 - DUTIES OF DESIGN PROFESSIONAL
A. Design Professional's Services shall be furnished as described below and
as more particularly described in Exhibit “A”, Scope of Services. Any
changes in the Scope of Services must be approved in advance, in writing, by
the CITY Manager or her designee, or if verbally requested by CITY,
confirmed in writing by Design Professional within five (5) working days.
B. Design Professional shall be responsible for the professional quality,
technical accuracy and coordination of all Services. DESIGN PROFESSIONAL
shall, without additional compensation, correct or revise any errors or
deficiencies in its Services.
C. Design Professional shall furnish CITY with every reasonable opportunity
for CITY to ascertain that the Services are being performed in accordance
with the requirement and intentions of this Agreement.
SECTION 5 - TERM, PROGRESS AND COMPLETION
A. The term of this Agreement shall begin on the date the City Council
approves this Agreement and shall expire upon completion of the Services or
when terminated as provided in Section 8.
B. Design Professional shall promptly commence performance of the Services
upon execution of this Agreement, and shall diligently pursue performance of
the Services until completion.
C. Design Professional shall perform the Services in accordance with the
schedule attached hereto as Exhibit C (the "Schedule"), which Exhibit is
incorporated herein by this reference, and any updates to the Schedule.
Design Professional shall work such overtime or engage such personnel and
equipment as necessary to maintain the portion of the Schedule, for which
Design Professional is responsible, without additional compensation. The
City acknowledges that achieving the Schedule depends in part upon reviews
and approvals by the City, and other public agencies having jurisdiction
over the Project and agrees that Design Professional will not be responsible
for delays caused by such reviews and beyond Design Professional’s
D. Time is of the essence in the performance of this Agreement.
SECTION 6 - PAYMENT
A. Basic Services.
1. City shall pay Design Professional for full and faithful performance of
Basic Services a fee in the amount not to exceed Forty Thousand Dollars
2. Progress payments for Basic Services for each phase of the work shall not
exceed the following percentages of the fee:
a. Schematic Design Phase - fifteen percent (15%).
b. Design Development Phase - twenty percent (20%).
b. Contract Documents Phase - forty percent (40%).
d. Bidding or Negotiations Phase - five percent (5%).
e. Contract Administration Phase - fifteen percent (15%).
f. Post Contract Phase - five percent (5%).
3. Payments for various items of services may be modified with approval of
City so long as there is no change in the maximum contract amount.
4. This fee for Basic Services shall include the fees for subconsultants.
B. Additional Services.
1. City shall pay Design Professional for authorized Additional Services on
an hourly basis, in accordance with the schedule of fees attached hereto as
Exhibit A. City shall pay only for Additional Services authorized by the
City Manager or her designee in writing or requested verbally by City and
confirmed in writing by Design Professional within five (5) working days.
2. Design Professional and City shall agree upon an estimated not-to-exceed
cost for any proposed Additional Services or, in the case of a verbal
request, Design Professional shall provide City with a written estimated
not-to-exceed cost for such Additional Services at least one (1) working day
prior to commencing the additional Services. In no event shall City pay for
Additional Services made necessary by Design Professional's errors or
C. Reimbursable Expenses.
In addition to compensation for Basic Services and Additional Services, City
shall reimburse Design Professional for Reimbursable Expenses Design
Professional incurs in the course of performing Services under this
Agreement. Reimbursable Expenses include only the following items:
1. Reproduction and handling of construction Documents prepared in
connection with the Project;
2. Fees paid for securing government approvals for the Project; and
3. Other expenses as City may approve in writing in advance.
D. Design Professional shall submit written applications for progress
payments in a form satisfactory to City on or before the first day of each
month on account of Basic Services, Additional Services and Reimbursable
Expenses provided during the preceding month. The payment applications shall
identify each person performing services, the time each person spends on
each task (in units not to exceed one quarter hour) and shall be based on
the rates in Exhibit A.
E. Within thirty (30) days after receipt of each application for progress
payment, City shall verify the accuracy of the progress payment application,
correct the charges where appropriate, and make payment to Design
Professional in an amount equal to the amount of such application, as
verified or corrected by City. No payment made hereunder prior to completion
and acceptance of the Project shall be construed as evidence of acceptance
of any part of the Services. City reserves the right to withhold payment
from Design Professional on account of Services not performed
satisfactorily, delays in Design Professional's performance of Services, or
other defaults hereunder. Design Professional shall not stop or delay
performance of Services under this Agreement on account of payment disputes
F. If CITY disagrees with any portion of a billing, the CITY shall promptly
notify Design Professional of the disagreement, and the CITY and the Design
Professional shall attempt to resolve the disagreement. CITY’S payment of
any amounts shall not constitute a waiver of any disagreement and CITY shall
promptly pay all amounts not in dispute.
G. Design Professional shall maintain complete and accurate records of the
number of hours worked by persons and Reimbursable Expenses on the Project
during each phase under this Agreement. All such records shall be maintained
on a generally accepted accounting basis and shall be clearly identified and
readily accessible. CITY shall have the right to examine and copy such books
and records at all times. Design Professional shall permit the CITY to
examine and audit those books and records, shall permit the CITY to make
copies of those books and records, and shall permit the CITY to inspect all
work data, documents, proceedings and activities related to this Agreement
for a period of three (3) years from the date of final payment under this
Agreement. All accounting records shall provide an understandable breakdown
of costs charged to this Agreement.
SECTION 7 - CONFLICT OF INTEREST
Design Professional understands that its professional responsibility is
solely to CITY. Design Professional warrants that it presently has no
interest, and will not acquire any direct or indirect interest, that would
conflict with its performance of this Agreement. Design Professional shall
not knowingly, and shall take reasonable steps to ensure that, it does not
employ a person having such an interest in the performance of this
Agreement. If after employment of a person, Design Professional discovers
that it has employed a person with a direct or indirect interest that would
conflict with its performance of this Agreement, Design Professional shall
promptly disclose the relationship to the CITY and take such action as the
CITY may direct to remedy the conflict.
SECTION 8 - TERMINATION
A. If Design Professional at any time refuses or neglects to prosecute its
Services in a timely fashion or in accordance with the portions of the
Schedule for which it is responsible without excuse, or is adjudicated a
bankrupt, or commits any act of insolvency, or makes an assignment for the
benefit of creditors without City's consent, or fails to make prompt payment
to persons furnishing labor, equipment, or materials, or fails in any
respect to properly and diligently prosecute its services, or otherwise
fails to perform fully any and all of the agreements herein contained,
Design Professional shall be in default.
B. If Design Professional fails to cure the default within seven (7) days
after written notice thereof, City may, at its sole option, take possession
of any Documents or other materials (in paper and electronic form) prepared
or used by Design Professional in connection with the Project and (1)
provide any such work, labor, or materials as may be necessary to overcome
the default and deduct the cost thereof from any money then due or
thereafter to become due to Design Professional under this Agreement; or (2)
terminate Design Professional's right to proceed with this Agreement.
C. In the event City elects to terminate, this Agreement based upon Design
Professional’s default, City shall have the right to immediate possession of
all Documents and work in progress prepared by Design Professional, whether
located at the Project, at Design Professional's place of business, or at
the offices of a subconsultant, and may employ any other person or persons
to finish the design work and provide the materials therefor. In case of
such default termination, Design Professional shall not be entitled to
receive any further payment under this Agreement until the Project is
completely finished. At that time, if the unpaid balance of the amount to be
paid under this Agreement exceeds the expenses incurred by City in obtaining
architectural and engineering services for the Project, such excess shall be
paid by City to Design Professional, but, if such expense shall exceed such
unpaid balance, then Design Professional shall promptly pay to City the
amount by which such expense exceeds such unpaid balance. The expense
referred to in the last sentence shall include expenses incurred by City in
causing the services called for under this Agreement to be provided by
others, for attorneys' fees, and for any costs or damages sustained by City
by reason of Design Professional's default or defective work.
D. In addition to the foregoing right to terminate for default, City
reserves the absolute right to terminate this Agreement without cause, upon
72-hours' written notice to Design Professional. In the event of termination
without cause, Design Professional shall be entitled to payment in an amount
not to exceed the contract price which shall be calculated as follows: (1)
Payment for Services then satisfactorily completed and accepted by City,
plus (2) Payment for Additional Services satisfactorily completed and
accepted by City, plus (3) Reimbursable Expenses actually incurred by Design
Professional, as approved by City. The amount of any payment made to Design
Professional prior to the date of termination of this Agreement shall be
deducted from the amounts described in (1), (2) and (3) above. Design
Professional shall not be entitled to any claim or lien against City or the
Project for any additional compensation or damages in the event of such
termination and payment. In addition, the City's right to withhold funds
under Section 6(E) shall be applicable in the event of a termination for
E. If this Agreement is terminated by City for default and it is later
determined that the default termination was wrongful, such termination
automatically shall be converted to and treated as a termination for
convenience under this Article and Design Professional shall be entitled to
receive only the amounts payable hereunder in the event of a termination for
SECTION 9- OWNERSHIP OF DOCUMENTS
A. The plans, specifications, estimates, programs, reports, models, and
other material prepared by or on behalf of Design Professional under this
Agreement including all drafts and working documents, and including
electronic and paper forms (collectively the "Documents"), shall be and
remain the property of the City, whether the Project is completed or not.
Design Professional shall deliver all Documents to City upon (1) the
substantial completion date of the Project, (2) the date of termination of
this Agreement for any reason, or (3) at any time requested by City, upon
five (5) days written notice.
B. The Documents may be used by City and its agents, employees,
representatives, and assigns, in whole or in part, or in modified form, for
all purposes City may deem advisable in connection with completion and
maintenance of, and additions to, the Project, without further employment of
or payment of any compensation to Design Professional; provided, however,
that if this Agreement is terminated for any reason prior to completion of
the Project and if under such circumstances City uses, or engages the
services of and directs another design professional to use, such documents
to complete the Project, CITY agrees to release Design Professional from any
responsibility for the conformance of the incomplete portions of the Project
to the Documents and to hold Design Professional harmless from any and all
liability, costs, and expenses (including reasonable legal fees and
disbursements), relative to claims arising out of matters and/or events
which occur subsequent to the termination of this Agreement as a result of
causes other than the fault or negligence of Design Professional, or anyone
for whose acts it is responsible, in preparation of the Documents. Design
Professional shall not be responsible for deficiencies solely attributable
to modifications to the Documents performed by others, or that arise from
use of the Documents on a site other than that shown in the Documents.
C. All reports, information, data, and exhibits prepared or assembled by
Design Professional in connection with the performance of its services
pursuant to this Agreement are confidential until released by the City to
the public, and the DESIGN PROFESSIONAL shall not make any of these
documents or information available to any individual or organization not
employed by the Design Professional or the City without the written consent
of the City before any such release.
SECTION 10 – INDEMNITY
A. Claims for Professional Liability – As respects Design Professional’s
professional liability, Design Professional shall, with respect to all
Services performed in connection with this Agreement, defend, indemnify, and
hold the City of Brentwood, its elected and appointed officers, employees,
and volunteers harmless from and against liability, loss, damage, costs, or
expenses, including reasonable attorneys' fees, awards, fines, or judgments
(collectively, "Claims"), to the extent caused by the negligent acts,
errors, or omissions in the performance of professional services by Design
Professional, its subcontractors, agents or employees. Design Professional
shall not be obligated under this Agreement to indemnify City to the extent
that the damage is caused by the negligence, whether sole, active or
otherwise, or willful misconduct of City, its agents or employees, or
B. Claims for Other Liability – Design Professional shall, with respect to
Design Professional’s operations arising in connection with this Agreement,
defend, indemnify, and hold the City of Brentwood, its elected and appointed
officers, employees, and volunteers harmless from and against all Claims for
death or bodily injury to persons, injury to property, arising from or
related to the operations of Design Professional , its subcontractors,
agents or employees. Design Professional shall not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the
negligence, sole, active or otherwise, or willful misconduct of City, its
agents or employees, or others.
C. Claims involving intellectual property - In addition to the obligations
set forth in (A) and (B) above, Design Professional shall indemnify, defend,
and hold the City of Brentwood, its elected and appointed officers,
employees, and volunteers, harmless against any Claim caused by a violation
of intellectual property rights, including but not limited to copyright or
patent rights, by Design Professional's work under this Agreement.
SECTION 11 – INSURANCE
A. Design Professional shall, at all times it is performing services under
this Agreement, provide and maintain insurance in the following types and
with limits no less than the following amounts:
1. Commercial General Liability Insurance, occurrence form, with a limit of
not less than $1,000,000 each occurrence. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or be
no less than two (2) times the occurrence limit;
2. Automobile Liability Insurance, occurrence form, with a limit of not less
than $1,000,000.00 each occurrence. Such insurance shall include coverage
for owned, hired, and non-owned automobiles.
3. Professional Liability (errors and omissions) insurance in the minimum
amount of $1,000,000.00 aggregate. Upon City’s written request, design
Professional shall obtain such additional limits and coverage as the City
may direct at the City’s expense.
4. Workers Compensation in at least the minimum statutory limits.
5. Employers Liability Insurance, with minimum limits of $1 million per
B. General Provisions:
1. Design Professional's general and automobile liability insurance policies
shall be endorsed to name the City of Brentwood, its elected and appointed
officers, employees, and volunteers as additional insureds with respect to
this Agreement and the performance of services in this Agreement. The
coverage shall contain no special limitations on the scope of its protection
to the above-designated insureds except for Workers Compensation and errors
and omissions insurance.
2. Design Professional's general and automobile liability insurance policies
shall be endorsed so that they are primary with respect to any insurance or
self-insurance programs of CITY, its officers, employees, and volunteers.
3. Before performing any services under this Agreement, Design Professional
shall provide evidence of the required coverage and limits, and properly
executed policy endorsements satisfactory to City.
4. No changes in insurance may be made without the written approval of the
City Attorney's Office.
SECTION 12 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant,
or condition of this agreement or of any provisions of any ordinance or law
shall not be deemed to be a waiver of such term, covenant, condition,
ordinance or law or of any subsequent breach or violation of same or of any
other term, covenant, condition, ordinance or law or of any subsequent
breach or violation of the same or of any other term, condition, ordinance,
or law. The subsequent acceptance by either party of any fee or other money
which may become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the other party of any term, covenant, or
condition of this agreement of any applicable law or ordinance.
SECTION 13 - COSTS AND ATTORNEYS FEES
Attorney fees in an amount not exceeding Eighty Five Dollars ($85.00) per
hour per attorney, and in total amount not exceeding Five Thousand Dollars
($5,000.00), shall be recoverable as costs (by the filing of a cost bill) by
the prevailing party in any action or actions to enforce the provisions of
the agreement. The above $5000 limit is the total of attorneys’ fees
recoverable whether in the trial court, appellate court, or otherwise, and
regardless of the number of attorneys, trials, appeals, or actions. It is
the intent of this agreement that neither party shall have to pay the other
more than $5000 for attorneys’ fees arising out of an action, or actions to
enforce the provisions of this agreement.
SECTION 14 - NON-DISCRIMINATION
Design Professional warrants that is an Equal Opportunity Employer and shall
comply with applicable regulations governing equal employment opportunity.
Neither Design Professional nor any of its subcontractors shall discriminate
in the employment of any person because of race, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, or age,
unless based upon a bona fide occupational qualification pursuant to the
California Fair Employment and Housing Act.
SECTION 15 - MEDIATION
Should any dispute arise out of this Agreement, either party may request
that it be submitted to mediation. The parties shall meet in mediation
within 30 days of a request. The cost of mediation shall be borne equally by
the parties. Neither party shall be deemed the prevailing party. No party
shall be permitted to file a legal action without first requesting mediation
and making a good faith attempt to reach a mediated settlement. The
mediation process, once commenced by a meeting with the mediator shall last
until agreement is reached by the parties but not more than 60 days, unless
the maximum time is extended by the parties.
SECTION 16 - LITIGATION
Design Professional shall testify at City's request if litigation is brought
against City in connection with Design Professional's services under this
agreement. Unless the action is brought by Design Professional, or is based
upon Design Professional's actual or alleged negligence or other wrongdoing,
City shall compensate Design Professional for time spent in preparation for
testimony, testimony, and travel at Design Professional's standard hourly
rates at the time of actual testimony.
SECTION 17 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid,
addressed as follows:
To City: City of Brentwood
150 City Park Way
Brentwood, CA 94513
To Design Professional: Abey Arnold Associates
1005 A Street, Suite #305
San Rafael, CA 94901
SECTION 18 – AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between City
and Design Professional and supersedes all prior negotiations,
representations, and agreements, either written or oral.
This document may be amended only by written instrument signed by both City
and Design Professional.
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SECTION 19 – GOVERNING LAW
This agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, CITY and DESIGN PROFESSIONAL have executed this
agreement the day and year first above written.
CITY OF BRENTWOOD DESIGN PROFESSIONAL
DONNA LANDEROS, City Manager Phil Abey
Cynthia Garcia, Acting City Clerk
APPROVED AS TO FORM:
Thomas R. Curry, Interim City Attorney