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14. CONFLICTS OF INTEREST
A. City Personnel. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Contractor Services performed under this Agreement.
B. Contractor. Contractor represents, warrants, and covenants that he, she, or it presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement.
Contractor acknowledges that pursuant to the provisions of the Political Reform Act (California Government Code section 87100 et seq.), City may determine Contractor to be a “Contractor” as that term is defined by the Political Reform Act.
In the event City makes such a determination, Contractor agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Contractor further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
15. NO UNDUE INFLUENCE
Contractor declares and warrants that no undue influence or pressure was or is used against or in concert with any officer or employee of City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Contractor, or from any officer, employee, or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Contractor further warrants that it has not employed or retained any company or person other than a bona fide employee working for Contractor, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
16. ASSIGNMENT
Contractor shall not assign, hypothecate, or otherwise transfer this Agreement or any portion hereof, without first obtaining the written consent of City. If such an assignment,
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hypothecation, or transfer is made or attempted by Contractor, the assignment, hypothecation, or transfer shall be void; and City, at its sole option, may terminate this Agreement upon the giving of a 24-hour written notice to Contractor of such termination.
17. PERFORMANCE
If Contractor should neglect to prosecute the work to City’s satisfaction, or, in City’s reasonable discretion, fail to perform any provisions of this Agreement, City, after five (5) days written notice to Contractor, may without prejudice to any other remedy City may take appropriate action, including, but not limited to, any of the following: (i) meeting with Contractor and/or its agents or subcontractors to review the quality of the work and resolve matters of concern; (ii) requiring Contractor to have the work repeated at no additional fee until it is satisfactory; (iii) withholding payment of City’s compensation to Contractor for any unsatisfactory work performed; (iv) suspending delivery of work to Contractor for an indefinite time; (v) correcting such deficiencies and deducting the cost thereof from the payment then or thereafter due Contractor, provided, however, that the City Representative shall approve such action and certify the amount thereof to be charged to Contractor; and/or (vi) terminating this Agreement. Except as may be expressly set forth in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies to which such Party may be entitled.
18. FORCE MAJEURE
Any time period specified in this Agreement for performance of work and services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of City or Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying Party shall within ten (10) days of the commencement of such delay notify the other Party in writing of the causes of the delay (“Force Majeure Event”).
If Contractor is the delaying Party, City shall ascertain the facts and the extent of delay and extend the time for performing the work and services for the period of the enforced delay when and if in the judgment of City such delay is justified. City’s determination shall be final and conclusive upon the Parties. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Contractor’s sole remedy shall be an extension of this Agreement pursuant to this Section 18. For the avoidance of doubt, Force Majeure Event shall not include (i) financial distress nor the inability of either Party to make a profit or avoid a financial loss; (ii) changes in the market prices or conditions; or (iii) a Party’s financial inability to perform its obligations hereunder. The current events related to the COVID19 pandemic are known and shall not constitute Force Majeure Event, future impacts of the COVID-19 pandemic may be considered a Force Majeure Event to the extent that they prevent the performance of a Party's obligations under this Agreement.
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19. NOTICE
Any notice, payment, or instrument required or permitted to be given or delivered by this Agreement may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows, or to such other address provided by a written notice from one Party to the other:
If to City: City of Duarte
1600 Huntington Drive
Duarte, CA 91010
Attn: Brian Chau
Email: [email protected]
If to Contractor: FS Contractors, Inc.
14838 Bledsoe Street
Sylmar, CA 91342
Attn: Jose Angel Fierrors
Email: [email protected]
20. WARRANTY
Contractor warrants all work under this Agreement (which for purposes of this Section 20 shall be deemed to include unauthorized work which has not been removed and any nonconforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work.
Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements, comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. This provision may be waived in Exhibit A if the Contractor Services hereunder do not include construction of any improvements or the supplying of equipment or materials.
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21. ATTORNEYS’ FEES
Notwithstanding anything in this Agreement to the contrary, in no event shall Contractor be entitled to economic or consequential damages or to punitive damages. In the event of any litigation arising from or related to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable costs incurred, including staff time, court costs, attorneys’ fees, expert witness fees, and other related expenses.
22. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No City Personnel shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
23. SEVERABILITY
If any portion of this Agreement is found by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way affect, impair, or invalidate any other term, covenant, or condition, or provision contained in this Agreement. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to give effect to the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be performed as originally contemplated to the greatest extent possible.
24. EXECUTION
The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party; (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement; and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
25. NO WAIVER
No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No waiver by either Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
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26. NO THIRD-PARTY BENEFICIARIES
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
27. NON-LIABILITY OF CITY PERSONNEL
No City Personnel shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City, or for any amount which may become due to Contractor or its successor, or for breach of any obligation of the terms of this Agreement.
28. GOVERNING LAW AND VENUE
The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation of this Agreement. In addition to any other rights or remedies permitted by law, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. The Superior Court of the County of Los Angeles shall have exclusive jurisdiction over any litigation between the Parties concerning this Agreement. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Contractor shall be made in any manner permitted by law and shall be effective whether served inside or outside of California.
29. SURVIVAL
The terms, provisions, representations, and certification contained in this Agreement, or inferable therefrom, shall survive the expiration or termination of this Agreement and the payment of the compensation hereinabove provided.
30. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
31. INTEGRATION, CONSTRUCTION, AND AMENDMENT
This Agreement contains the entire understanding of the Parties and supersedes any and all other written or oral understandings as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. This Agreement shall be construed and interpreted with and shall be governed and enforced in all respects according to the laws of the State of California and as if drafted by both Parties. No amendment, change or modification of
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this Agreement shall be valid unless in writing, stating that it amends, changes, or modifies this Agreement, signed by all the Parties hereto.
32. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
33. SPECIAL PROVISIONS
Any special provisions applicable to this Agreement are set forth in Exhibit D, attached hereto and incorporated herein by this reference.
34. CITY MANAGER AUTHORITY
City’s City Manager shall have the authority to make non-material changes, non-material amendments, or clerical edits to this Agreement on behalf of the City. [Signatures on following page.]
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IN WITNESS WHEREOF, the City Council of the City of Duarte caused the Agreement to be subscribed by its Mayor or City Manager and said Contractor has executed or caused this Agreement to be executed by its duly authorized officer(s).
CITY OF DUARTE:
_________________________________
Brian Villalobos, City Manager
Date: _____________________________
ATTEST
_________________________________
Annette Juarez, City Clerk
Date: _____________________________
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
_________________________________
Thai Viet Phan, City of Duarte
Date: _____________________________
CONTRACTOR:
FS Contractors, Inc.
_________________________________
By: ______________________________
_________________________________
Its: ______________________________
Date: _____________________________
By: ______________________________
_________________________________
Its: ______________________________
Date: _____________________________
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EXHIBIT A
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EXHIBIT A
Scope of Work
PROJECT DESCRIPTION:
The general nature of the work consists of furnishing all labor, material, equipment, services, and incidentals required for median island landscape improvements. The scope of work includes removal of existing decorative concrete, selected trees, all existing shrubs and ground covers, and irrigation; installation of new decorative rock work set in concrete and other rock work set in sand, boulders, decomposed granite surface and edging, automatic dripline irrigation, planting of new trees, shrubs, and ground covers; installation of bark mulch in landscape areas; and maintenance of median islands for ninety calendar (90) days following completion of installation and acceptance by the City.
TO THE CITY OF DUARTE, CALIFORNIA:
The undersigned, and bidder, declares that he/she has carefully examined the location of the proposed work, including additive work, that he/she has examined the Special Provisions and read the accompanying instructions to bidders, and hereby proposes and agrees, if the proposal is accepted, to furnish all materials to do all work required to complete the said work in accordance with the said Standard Specifications, Special Provisions, and plans in the time and manner therein prescribed for the unit prices set forth in the following schedule:
PERFORMANCE SCHEDULE:
Construction shall be completed within 100 working days after the date stipulated on the Notice to Proceed.
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EXHIBIT B
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EXHIBIT B
Budget and Fee Schedule
The bid prices shall include any and all costs, including labor, materials, and all other incidental cost to complete the project, in compliance with the Bid and Contract Documents and applicable standards. All other work items not specifically listed in the bid schedule, but necessary to complete this work per bid and contract documents and applicable standards are assumed to be included in the bid prices.
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EXHIBIT C
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EXHIBIT C
Insurance Requirements
A. Insurance Coverage Required. The policies and amounts of insurance required hereunder shall be as follows:
(i) Commercial General Liability (including premises and operations, contractual liability, personal injury, death, and independent contractor liability): In an amount no less than $5,000,000.00 per occurrence and $10,000,000.00 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability.
(ii) Automobile Liability (including owned, non-owned, leased, and hired autos): In an amount no less than ($5,000,000.00), combined single limit, per occurrence for bodily injury, death, and property damage.
(iii) Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for Contractor’s employees in accordance with the laws of the State of California, including California Labor Code section 3700.
(iv) Umbrella or Excess Liability Insurance that will provide bodily injury, personal injury, death, and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
(A) A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason;
(B) Pay on behalf of wording as opposed to reimbursement; (C) Concurrency of effective dates with primary policies; (D) Policies shall “follow form” to the underlying primary policies; and (E) Insureds under primary policies shall also be insureds under the umbrella or excess policies.
B. Contractor’s Insurance General Requirements.
(i) All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the
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EXHIBIT C
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List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City Representative.
(ii) Commercial General Liability, Automobile Liability, and Employer’s Liability shall name City and City Personnel as additional insureds and contain no special limitations on the scope of protection afforded to City and City Personnel. All insurance provided hereunder shall include the appropriate endorsements. (iii) All insurance policies shall be primary insurance and any insurance or selfinsurance maintained by City and/or City Personnel shall be in excess of Contractor’s insurance and shall not contribute with it.
(iv) All insurance policies shall be “occurrence” rather than “claims made” insurance.
(v) All insurance policies shall apply separately to each insured against whom a claim is made or suit brought, except with respect to the limits of the insurer’s liability. (vi) All insurance policies shall be endorsed to state that the insurer shall waive all rights of subrogation against City and City Personnel. (vii) All insurance policies shall be written by good and solvent insurer(s) admitted to do business in the State of California and approved in writing by City. (viii) All insurance policies shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. (ix) All insurance policies shall state that City shall not be liable for the payment of premiums or assessments under the policy.
(x) Insurance policies shall not contain any limiting provision or endorsement that has not been submitted to City for approval. By way of example, additional insured endorsements shall not be limited to “ongoing operations,” exclude contractual liability, restrict coverage to the “sole” liability of Contractor, or contain any other limitation contrary to this Agreement.
C. Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved in writing by City.
D. Evidence of Coverage. Contractor shall furnish City with certificates of insurance demonstrating the coverage required by this Agreement which shall be received and
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approved by City not less than five (5) working days before work on the Contractor Services commences. At least thirty (30) days prior to the expiration of any policy of insurance required under this Agreement, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with City.
E. Workers Compensation Insurance. Contractor shall file with City the following signed certification:
“I am aware of, and will comply with, Divisions 4 and 5 of the California Labor Code by securing, paying for, and maintaining in full force and effect for the duration of the Agreement, complete Workers’ Compensation Insurance, and shall furnish a Certificate of Insurance to City before execution of the Agreement.”
In the event Contractor has no employees requiring Contractor to provide Workers’ Compensation Insurance, Contractor shall so certify to City in writing prior to City’s execution of the Agreement. City and City Personnel shall not be responsible for any claims in law or equity occasioned by failure of Contractor to comply with this Section E - Workers Compensation Insurance or with the provisions of law relating to workers’ compensation.
F. Default of Insurance Requirements. In addition to any other remedies at law or equity City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required by this Section F – Default of Insurance Requirements, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: (i) obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; (ii) order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both, until Contractor demonstrates compliance with the insurance requirements herein; and/or (iii) terminate this Agreement
AGENDA REPORT
MEETING DATE: November 12, 2024
TO: Mayor and Members of the City Council
FROM: Manuel Enriquez, Director of Parks and Recreation SUBJECT: Professional Services Agreement with MIG for Design Services of the Teen Center Outdoor Boxing Patio
RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute this Professional Services Agreement with MIG in the amount of $53,022, plus a ten-percent contingency, for design services of the Teen Center Outdoor Boxing Patio.
FISCAL IMPACT: The cost for MIG’s professional design services is $53,022. Funds are available from the City’s Los Angeles County Measure A fund balance and budgeted for in FY 2024/25, under Park
Improvements (400-4005-8041).
BACKGROUND
At the City Council meeting on March 12, 2024, the Council reviewed and approved the final conceptual site design plan for the Duarte Park Revitalization Project. This initiative aims to rejuvenate the park by replacing outdated amenities with new infrastructure, including a fully inclusive playground and surfacing, new restrooms, an off-leash dog park for both small and large dogs, a new park building, an expansion to the Teen Center, and additional parking. Due to the project's estimated total cost, the City Council decided to implement the project in phases.
DISCUSSION/ANALYSIS
The first approved phase of the Duarte Park Revitalization Project, included in the Fiscal Year 2024/25 Budget, involves an expansion of the Teen Center. This addition will feature a secure, enclosed outdoor conditioning patio at the east end of the building specifically for the Duarte Boxing Program. The new space will help reduce congestion in the boxing gym and will be shaded and equipped with conditioning and sports-related gear, allowing the City’s boxing trainers to safely coach and mentor participants.
To support the City with conducting the site surveying and finalizing the construction documents for the first phase of the project, including bidding support services, staff has decided to continue collaborating with MIG. This is the same team of professionals who worked with staff and community stakeholders to capture their input and create the final conceptual park design.
Agenda Item: 10.A.
2 The MIG team believes that parks and open space are central to healthy, and active lifestyles. They design context-sensitive spaces and experiences for play, gathering, interpretation, relaxation, inspiration, and fun! With project references including the Johnny Carson Park Revitalization in the City of Burbank and the Town Center Community Park for the City of Santee to name a few, MIG is certainly positioned to continue to timely assist City staff with the management of this project, development of construction plans, final submittals, and provide bid assistance and construction support, as needed.
RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute this Professional Services Agreement with MIG in the amount of $53,022, plus a ten-percent contingency, for design services of the Teen Center Outdoor Boxing Patio.
FISCAL IMPACT
The cost for MIG’s professional design services is $53,022. Funds are available from the City’s Los Angeles County Measure A fund balance and budgeted for in FY 2024/25, under Park Improvements (400-4005-8041).
ATTACHMENTS
1) Professional Services Agreement with MIG
Fiscal Review: Reviewed and Approved:
Kristen Petersen Brian Villalobos
Assistant City Manager/ City Manager
Director of Administrative Services
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CITY OF DUARTE
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and effective as of _____________________ (“Effective Date”), by and between the City of Duarte (“City”), and MIG, Inc. a California corporation, (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants and conditions set forth herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:
1. RECITALS
The City wishes to engage the services of Consultant to provide for preparing construction documents for the addition of the outdoor patio associated with the Teen Center boxing program and initial phase of the revitalization of Duarte Park as described further in this Agreement.
Consultant wishes to provide all such services and has the necessary expertise and competency to provide such services.
2. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until May 31, 2025, or until the tasks listed in the Scope of Services are completed, whichever is later, unless sooner terminated pursuant to the provisions of this Agreement. The term may be extended upon execution of a written amendment between the Parties.
3. SERVICES AND PERFORMANCE
A. In compliance with all terms and conditions of this Agreement, Consultant shall complete the construction documents in a 3-month period including plan check process and approvals. Services include project management, schematic site plan design, construction plans, specifications and opinion of probable cost, and final submittals. The services are more particularly described in the “Scope of Services,” which is attached hereto and incorporated herein by this reference as Exhibit A. The services may be referred to herein as the “Services” or “Work.” In the event of any inconsistency between the terms of Exhibit A and this Agreement, the terms of this Agreement shall govern.
B. As a material inducement to City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first-class work and services, and Consultant is experienced in performing the type of work and services contemplated herein. The minimum standard of care for all professional services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Consultant represents that the Services will be performed by Consultant or under its direct supervision, and that all personnel engaged in such Work shall be fully qualified and shall be authorized and permitted under applicable Federal, State, and local law to perform such Work. Consultant shall
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pay all wages, salaries, and other amounts due to such personnel in connection with their performance of the Services and as required by law
C. The experience, knowledge, capability, and reputation of Consultant, its principals, and employees were a substantial inducement for City to enter into this Agreement. Therefore, without the prior written approval of City, which may be given or withheld at City’s sole and absolute discretion, Consultant shall not (i) contract with any other entity to perform in whole or in part the Services required hereunder; or (ii) transfer, assign, convey, or encumber (voluntarily or by operation of law) any or all of this Agreement.
D. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement prior to the commencement of Services. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend, and hold harmless City and its elected and appointed officials, boards, members, officers, agents, representatives, employees, and volunteers (“City Personnel”) against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City related to the Services.
E. Consultant shall provide all Services rendered hereunder in accordance with all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State, or local governmental agency having jurisdiction in effect at the time Service is rendered. Each and every provision required by law to be included in this Agreement shall be deemed to be included, and this Agreement shall be read and enforced as though they were included.
F. Consultant shall assume all costs arising from the use of patented or copyrighted materials, including, but not limited to, equipment, devices, processes, and software programs, used or incorporated in the Services or Work performed by Consultant under this Agreement.
Pursuant to Paragraph 7, Consultant shall indemnify, defend (with legal counsel acceptable to City), and hold City and City Personnel harmless from any and all suits, actions, or proceedings of every nature for or on account of the use of any patented or copyrighted materials.
G. Consultant shall not subcontract the performance of any of the Services without the prior written approval of City.
H. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are other otherwise exempt under California’s prevailing wage laws (California Labor. Code section 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all “public works” (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code section 1781, as the same may be amended from time to time, and/or any other similar law.
Pursuant to Paragraph 7, Consultant shall indemnify, defend (with legal counsel acceptable to City), and hold City and City Personnel harmless from and against any liability, loss, damage, cost, or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court
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costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, State, and/or Federal law, including, without limitation, any applicable Federal and/or State labor laws (including, without limitation, the requirement to pay State prevailing wages and hire apprentices); (ii) the implementation of California Labor Code section 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services on Consultant’s behalf to provide any required disclosure or identification as required by California Labor Code section 1781, as the same may be amended from time to time, or any other similar law.
4. MANAGEMENT
City’s Parks and Recreation Director shall represent City in all matters pursuant to the administration of this Agreement and review the Services performed by Consultant. The City Manager shall have the authority, subject to the limitations set forth in Paragraph 5, to enlarge the Scope of Services or increase the compensation due to Consultant. Consultant’s official representative in the administration of this Agreement shall be Steve Lang, Principal, who shall have the authority to make all decisions for Consultant and bind Consultant to the terms of this Agreement.
5. COMPENSATION
A. City agrees to pay Consultant an amount not to exceed $53,022, based on the Scope of Services set forth in Exhibit A.
B. Consultant shall not be compensated for any Services rendered in connection with its performance of this Agreement that are in addition to those set forth herein, unless such additional services are authorized in advance, and in writing, by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City’s written authorization is given. Unless otherwise agreed to by the Parties in writing, all provisions in this Agreement applicable to Consultant’s performance of the Services shall also apply to any additional services.
C. Consultant shall be paid monthly and shall submit monthly invoices/reports to City, within ten (10) days following the end of each month, showing actual Services performed. Invoices shall include billings for all charges, including authorized direct costs incurred by Consultant during the month covered by the invoice. Consultant shall be paid on the next regular Council warrant after all required paperwork is submitted. If City disputes whether Consultant has earned its fee or any portion, City shall give written notice to Consultant within thirty (30) days of receipt of Consultant’s monthly invoice/report stating the basis for such dispute.
6. SUSPENSION OR TERMINATION OF AGREEMENT
A. City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving written notice upon Consultant. Upon receipt of said notice, Consultant shall immediately cease all Work under this Agreement, unless the notice provides otherwise. In the event this Agreement is suspended or terminated pursuant to this subparagraph (A), Consultant shall submit a final invoice/report to City pursuant to Paragraph 4,
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and City shall be entitled to receive a return of the fee paid to Consultant, or portion thereof, if the reason for the termination is failure by Consultant to have timely performed the Services set forth in Exhibit A. In City’s sole and absolute discretion, prior to effecting a suspension or termination pursuant to this subparagraph (A), City may first serve upon Consultant a written notice of the default specifying the default and the amount of time that Consultant shall have to cure, correct, or remedy the default. If Consultant fails to cure the default within the specified period of time, City shall have the right to immediately terminate this Agreement pursuant to this subparagraph (A). Notwithstanding any other provision of this Agreement to the contrary, City’s termination of this Agreement pursuant to this subparagraph (A) shall not preclude or prejudice any other remedy to which City may be entitled in law or in equity.
B. Consultant may terminate this Agreement only due to a material breach by City, and only upon not less than thirty (30) days’ prior written notice to City which notice shall specify the material default. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy such default, which remedy will cause the notice of termination to no longer apply, and this Agreement to continue in effect.
7. RECORDS AND OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts, and other such information required by City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to produce an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of six (6) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, computer files, surveys, notes, and other documents prepared in the course of providing the Services to be performed pursuant to this Agreement (“Work Product”) shall become the sole property of City and may be used, reused, or otherwise disposed of by City without the permission of Consultant. Consultant shall provide such items to City promptly upon completion of this Agreement. City acknowledges that such Work Product is not intended or represented to be suitable for use unless completed by Consultant, or for use or reuse by City or others on extensions of the Services or Work under this Agreement, or for any other use or purpose, without written verification or adaptation by Consultant. Any such use, reuse, or any modification of the Work Product, without written verification, completion, or adaptation by Consultant, as appropriate for the specific purpose intended, will be at City’s sole risk and without liability or legal exposure to Consultant or to its officers, directors, members, partners, agents, employees, and consultants.
C. Any information gained by Consultant in the performance of this Agreement shall be considered confidential and such information and the reports, records, documents, and other
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materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly or to any other client of Consultant without the prior written approval of the City Manager.
8. INDEMNIFICATION
A. To the fullest extent permitted by law, except as set forth in subparagraph (B), Consultant shall indemnify, defend (with legal counsel acceptable to City), and hold harmless City and City Personnel from and against any and all claims, actions, suits, claims, demands, judgments, attorneys’ fees, costs, damages, losses, penalties, obligations, expenses, or liabilities (“Claims”) that may be asserted or claimed by any person or entity arising out of, or pertaining to, Consultant’s negligence, recklessness, or willful misconduct, whether or not there is concurrent active or passive negligence on the part of City and/or any City Personnel, but excluding any Claims arising from the sole negligence or willful misconduct of City or any City Personnel. Consultant shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorneys’ fees incurred in connection therewith. Consultant shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities. In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such Claims arising out of or in connection with the Work being performed or Services being provided under this Agreement, Consultant shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorneys’ fees and expert witness fees. Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault. Consultant’s percentage of fault shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury, or arbitrator having made a determination of Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost requirement owed to City.
B. The provisions of this subparagraph (B) apply only if Consultant is a “design professional” within the meaning of California Civil Code section 2782.8(c). If Consultant is a “design professional,” within the meaning of Section 2782.8(c), then notwithstanding subparagraph (A), to the fullest extent permitted by law (including, without limitation, California Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel acceptable to City), indemnify, and hold harmless City and City Personnel from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any sub-consultant, subcontractor, or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant’s performance of any task or Service for or on behalf of City under this Agreement.
Such obligations to defend, hold harmless, and indemnify City or any City Personnel, shall not apply to the extent that such Claims are caused, in part, by the sole negligence or willful misconduct of City or City Personnel. Consultant’s cost to defend City and/or City Personnel against any such Claim shall not exceed Consultant’s proportionate percentage of fault with respect to that Claim; however, pursuant to California Civil Code section 2782.8(a), in the event that one or more of the defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other
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parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City Personnel under this subparagraph (B), Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant’s negligence, recklessness, or willful misconduct.
C. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Consultant’s negligent acts, errors, omissions, or willful misconduct, in performing or failing to perform Consultant’s obligations under this Agreement. City in its sole and absolute discretion, may withhold any payment due to Consultant, without liability for interest, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or withhold shall not act as a waiver of Consultant’s obligation to pay City any sums Consultant owes City.
9. INSURANCE
Without limiting Consultant’s indemnification obligations of City as set forth in this Agreement, and prior to the commencement of Work, Consultant shall obtain, provide, and maintain, at its own expense, during the entire term of this Agreement including any extension thereof, policies of insurance of the type and amounts described in Exhibit B and in a form satisfactory to City.
A. No Work or Services under this Agreement shall commence until Consultant has provided City with Certificates of Insurance evidencing the required insurance coverages and said Certificates of Insurance are reasonably approved by City. Certificates are to reflect that the insurer will provide thirty (30) days’ written notice to City of any cancellation of coverage. In the event any of said policies of insurance are reduced in limits or cancelled for any reason, Consultant shall, prior to the cancellation date, submit new evidence of insurance.
B. The provisions of any workers’ compensation or similar law will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents.
C. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right to monitor the handling of any such claim or claims if they are likely to involve City.
D. The City’s Director of Administrative Services shall have the authority to adjust or amend the insurance requirements in Exhibit B of this Agreement so long as such amendment or adjustment is agreed to in writing by the Parties.
10. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Consultant
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shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, officials, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner.
B. No City-provided employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing Services hereunder.
11. NO UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is used against or in concert with any officer or employee of City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any Work to be conducted as a result of this Agreement. Consultant further warrants that it has not employed or retained any company or person other than a bona fide employee working for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
12. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for Work to be performed in connection with the Services performed under this Agreement.
13. COVENANT AGAINST DISCRIMINATION
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, gender, gender identity, gender expression, physical or mental disability, age, military status, marital or familial status, sexual orientation, national origin, or ancestry.
14. NONLIABILITY OF CITY OFFICERS AND EMPLOYEES
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No City Personnel shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
15. NOTICES
Any notices which either Party may desire to give or may be required to give to the other Party under this Agreement must be in writing and may be given either by (a) personal service; (b) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery; or (c) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the Party as set forth below or at any other address as that Party may later designate by notice:
If to City: City of Duarte
Department of Parks & Recreation
Attn: Manuel Enriquez
1600 Huntington Drive
Duarte, California 91010
If to Consultant: MIG, Inc.
Attn: Steve Lang
109 W. Union Avenue
Fullerton, CA 92832
16. GOVERNING LAW; ATTORNEYS’ FEES; LITIGATION MATTERS
The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation of this Agreement. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall Consultant be entitled to economic or consequential damages or to punitive damages. In the event of any litigation arising from or related to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable costs incurred, including staff time, court costs, attorneys’ fees, expert witness fees, and other related expenses. The Superior Court of the County of Los Angeles shall have exclusive jurisdiction over any litigation between the Parties concerning this Agreement. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Consultant shall be made in any manner permitted by law and shall be effective whether served inside or outside of California.
17. RIGHTS AND REMEDIES ARE CUMULATIVE; WAIVER
A. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
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or different times, of any other rights or remedies for the same default or any other default by the other Party.
B. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No waiver by either Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
18. SEVERABILITY
If any portion of this Agreement is found by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way affect, impair, or invalidate any other term, covenant, or condition, or provision contained in this Agreement. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to give effect to the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be performed as originally contemplated to the greatest extent possible.
19. INTERPRETATION; ENTIRE AGREEMENT
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. This Agreement contains the entire understanding between the Parties relating to the obligations of the Parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, relating to the obligations of the Parties described in this Agreement, are merged into this Agreement and shall be of no further force or effect.
20. CONFLICTS OF INTEREST
Consultant represents, warrants, and covenants that he, she, or it presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (California Government Code section 87100 et seq.), City may determine Consultant to be a “consultant” as that term is defined by the Political Reform Act. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing Work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
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21. NO THIRD-PARTY BENEFICIARIES
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22. PARAGRAPH HEADINGS AND SUBHEADINGS
The paragraph headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
23. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
24. EXECUTION OF CONTRACT
The persons executing this Agreement on behalf of each of the Parties represent and warrant that (i) such Party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party; (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement; and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound.
25. CITY MANAGER AUTHORITY
City’s City Manager shall have the authority to make non-material changes, non-material amendments, or clerical edits to this Agreement on behalf of the City. [Signatures on following page.]
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IN WITNESS WHEREOF, the City Council of the City of Duarte caused the Agreement to be subscribed by its Mayor or City Manager and said Consultant has executed or caused this Agreement to be executed by its duly authorized officer(s).
CITY OF DUARTE
_________________________________
City Manager
Date: _____________________________
CONSULTANT
_________________________________
_________________________________
By: ______________________________
Its: ______________________________
Date: _____________________________
ATTEST
_________________________________
City Clerk
Date: _____________________________
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
_________________________________
City Attorney, City of Duarte
Date: _____________________________
SCOPE OF WORK
It is MIG’s intent to produce a final work product that meets the objectives of the City of Duarte in terms of staff participation, resource efficiency, design quality, innovation, public safety and comfort, budget control, and completion schedules. To assure achievement of this goal, adjustments to this program can be made.
Services will include the following:
PHASE I – PROJECT MANAGEMENT
1. Attend a kick-off meeting with City staff for review of program scope and schedule. Collect from the City all pertinent data and information regarding the existing site improvements, City provided as-builts, utilities, design standards, input from City staff, and any other information that may affect preparation of final Concept Site Plan, and Construction Documents.
2. Provide project coordination during the design process to include bi-weekly status reports, design schedule and updates as required.
Meetings:
• One Kick-Off Meeting with City staff (1 meeting)
• Meetings as described in following phases
PHASE II – SCHEMATIC SITE PLAN DESIGN
1. Perform site survey and produce base topographic plan for patio area and adjacent grades.
2. MIG will finalize the schematic patio plan with adjustments as directed by the Parks and Recreation Director. (1 meeting/call)
3. Provide an opinion of probable construction cost based on schematic plans.
Deliverables:
• Three black and white copies of the Schematic Site Plan for City staff review • Three copies of preliminary opinion pf probable cost
• Digital files of all documents listed above
PHASE III – CONSTRUCTION PLANS, SPECIFICATIONS AND OPINION OF PROBABLE COST
MIG 2 , Inc.
1. Based on the City-approved Schematic Site Plan, MIG will prepare construction drawings, construction cost estimates and technical specifications for the proposed patio improvements in sufficient detail for the City to approve and for contractor bidding. The MIG team will support and help obtain the required permits. Construction documents will be prepared using the City’s standard title block in AutoCAD 2020 and will include the following:
Title/Base Sheet
Demolition Plan
Horizontal and Vertical Control Layout Plans
Preliminary Grading and Drainage Plan
Construction Details
Technical Specifications
Signed and Stamped Construction Plans on bond paper
CAD files
2. Incorporate comments received from the schematic plan review and prepare 60% complete CD’s (plans and technical specifications) and opinion of probable costs (OPC) and submit for City staff review.
3. Present 60% of the complete CDs to City staff for review and input. (1 meeting/call)
4. Incorporate comments received from 60% review and prepare 90% complete CD’s and OPC to submit to City staff, and departments for review and comments. (1 meeting/call) Meetings:
• Meeting with the City staff to review construction documents at 60% and 90% submittal for review comments. (2 meetings/calls)
Deliverables:
• Three full-size sets of 60% complete construction documents (CD’s). City to provide complete City “Boilerplate” and General Conditions to precede technical specifications. • Three full sets for 90% complete CD’s for City staff and departments review and comments.
PHASE IV – FINAL SUBMITTALS
1. Incorporate comments received from 90% review and prepare final construction drawings, OPC, and technical specifications and submit to the City for final review, final approvals and permits at 100% completion. Submit final approved stamped and signed
MIG 3 , Inc.
construction documents on bond paper to the City for bidding. Provide PDF electronic digital copy of the final CD’s (CAD and Word files) for City use.
Meetings:
• Presentation to City Council at 100% CD’s for approval to proceed with bidding. (1meeting)
Deliverables:
• Three sets of 100% complete CD’s and final OPC
• One copy of stamped and signed originals of construction drawings for bidding phase reproduction on bond paper
• One electronic digital copy of construction documents for City records PHASE V – BID ASSISTANCE (on an hourly time & materials basis)
1. Attend pre-bid conference and answer questions from prospective bidders. (1 meeting)
2. Prepare addendums as needed to clarify certain aspects or questions regarding the plans which may arise during contractor bidding.
PHASE VI – CONSTRUCTION SUPPORT SERVICES (3 MONTH PERIOD) (on an hourly time and materials basis)
1. Attend pre-construction meeting.
2. Respond to RFIs and interpret plans and specifications. Review and approve shop drawings and samples. Assist in reviewing and processing requests for potential change orders, material submittals, or equal products.
3. Attend bi-weekly site meetings to review construction progress and a preliminary and final inspection walk-through. Prepare preliminary and final corrective punch list based on final review walkthrough.
4. MIG will provide the contractor with full-sized bond drawings and CAD CDs of the project for the contractors use for updating as-built/record drawings. MIG will review and update the as-built/record drawings from the contractor and closeout documents for completeness prior to turning them over to the City.
Exclusions:
The following services are not included in the scope of services identified in this proposal:
MIG 4 , Inc.
• Specification City “Boilerplate” and General Conditions • Agronomic testing and report
• Power Company Service Plans
• Permit coordination and fees
• Environmental review services
• Off-site improvements
• Geotechnical services
PROJECT TEAM
MIG’s project team will continue to be those who were involved in the Duarte Concept Plan - Steve Lang as Principal and Donna Gutierrez as Project Manager. Oscar Johnson, Senior Landscape Architect will participate in design, quality assurance and quality control, as well as construction support as required. Production support staff will assist from the Fullerton offices as needed. BKF will be providing civil engineering and survey services, electrical design by Budlong and structural engineering by Innovative Structural Engineering (ISE).
PROFESSIONAL SERVICE FEE
Our fee for landscape architectural services is provided below and is valid for 90 days from the date of this proposal.
PHASE 1 – Project Management..............................................................................$4,830 PHASE II – Survey/Schematic Plan Design......................................................$10,610 PHASE III –Construction Plans, Specs & OPC..................................................$29,130 PHASE IV – Final Submittals .....................................................................................$7,315 PHASE V – Bid Assistance.............................................................................................T & M PHASE VI – Construction Support Services..........................................................T & M Consultant Coordination 5%......................................................................................$1,137 TOTAL.................................................................... $53,022 Standard Hourly Rates*
Principal......................................................................................................................... $230/hr.
Project Manager ........................................................................................................ $150/hr.
Senior Landscape Architect................................................................................... $200/hr.
Irrigation Designer ................................................................................................... $165/hr.
Landscape Designer.................................................................................................. $140/hr.
Sr. Project Accountant ............................................................................................. $175/hr.
Administrative Assistant........................................................................................ $105/hr. * These rates are for 2024 and subject to change on an annual basis
MIG 5 , Inc.
ADDITIONAL SERVICES
All services not included in the above scope of work shall be considered Additional Services and shall be billed at the Standard Hourly Rates. All additional services shall require written authorization from City of Duarte Director of Parks and Recreation before proceeding with any approved changes.
INVOICES
Invoices shall be submitted monthly as a percentage of phase completion. Payment is due upon your receipt of each invoice.
Thank you for this opportunity to be of service. Please feel free to contact me at 714-600-0817, or via email at [email protected], if you have any questions or comments relative to scope or fee.
We look forward to continuing to work with you on your park renovation.
Sincerely,
Steve Lang, ASLA, PLA
Landscape Architect #1771 CA
Principal
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EXHIBIT B
Insurance Requirements
A. Insurance Required
(1) Commercial General Liability insurance in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage.
(2) Automobile Insurance covering bodily injury and property damage for all activities of Consultant arising out of or in connections with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles in an amount not less than $1,000,000 combined single limit for each accident. (3) Workers’ Compensation Insurance providing statutory benefits as required by California law.
(4) Professional Liability or Errors and Omissions Insurance designed to protect against acts, errors, or omissions of Consultant and “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement, and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the Services required by this Agreement.
B. All insurance policies required hereunder, except the workers’ compensation insurance, shall comply with the following requirements:
(1) All insurance shall be written by insurers that are admitted and licensed to do business in the State of California and with A.M. Best’s rating of A- or better and a minimum financial size VII in accordance with the latest edition of Best’s Key Rating Guide. (2) The policies shall be endorsed to name City and its officers, officials, employees, agents, and volunteers as additional insureds. (3) All of Consultant’s insurance: (i) shall contain no special limitations on the scope of protection afforded to the additional insureds; (ii) shall be primary insurance and any insurance or self-insurance maintained by the additional insureds or any of them shall be in excess of Consultant’s insurance and shall not contribute with it; (iii) shall be “occurrence” rather than “claims made” insurance; (iv) 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; (v) shall prohibit Consultant from waiving the right of subrogation prior to a loss except for professional liability; and (vi) shall not contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured.
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(4) City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days’ advance written notice of such change.
C. Consultant shall renew the required coverage annually as long as City or its employees or agents face an exposure from Consultant’s operations pursuant to this Agreement.
Termination of this obligation shall survive the termination or expiration of this Agreement and shall not be effective until City executes a written statement to that effect.
AGENDA REPORT
1 MEETING DATE: November 12, 2024
TO: Mayor and Members of the City Council
FROM: Jason Golding, Planning Manager
Albert Nuñez, Management Analyst
SUBJECT: Selection and Approval of 2024 Call for Artists Utility Box Art Designs and Recommendation for Freeway Wall Community
Identifier
RECOMMENDATION: It is recommended that the City Council: 1) Select and approve a recommended design for each utility box location; 2) Approve the Arts Ad Hoc Committee’s recommendation to prioritize a
community identifier for future public art on Mountain Avenue, with a budget not to exceed $60,000.
FISCAL IMPACT: The 2024 Call for Artists program is funded within the City’s 2024- 25 budget, with a total allocation of $15,984 to cover artist stipends, installation fees, and maintenance for the utility box art. If the City Council approves the recommendation for a community identifier on Mountain Avenue, an additional budget allocation of up to $60,000 will be necessary. This funding may be addressed during the mid-year budget review or included in the next fiscal year’s budget planning.
BACKGROUND
The Freeway Wall and Utility Boxes Arts Ad Hoc Committee (Committee) was approved by the City Council at its regular meeting on September 12, 2023. Since its inception, the Committee has met eight (8) times to discuss and recommend artwork on City-owned utility boxes and to pursue murals on Caltrans freeway right-of-way. At its regular meeting on April 23, 2024, the City Council approved the Utility Box Art Program Guidelines and 2024 Call for Artists, which included four (4) locations throughout the City utilizing vinyl wrapped art on the boxes. The 2024 Call for Artists (Call) was officially announced and opened on May 6, 2024. The Call was promoted on the City’s website, social media platforms, an art project opportunity website (CaFÉ), and at public meetings. The Call closed on July 8, 2024 with 53 applications. Two of the applications received were disqualified due to ineligibility.
The Committee held two meetings to review and evaluate the submitted applications. Each Committee member used a scoring sheet to assess the submittals, and after tallying their scores, they presented their top three choices for each utility box. After gathering the selections, the total Agenda Item: 10.B.
2 votes for each artist were tallied, and the artist with the most first-choice votes was designated as the Committee's top choice to be presented to the City Council. For artists with fewer first-choice votes, the Committee selected a runner-up to give the City Council two strong options to choose from for each utility box location.
Freeway wall murals were discussed at the Committee meeting in May and again at the final meeting. Due to the complexity of the Caltrans review and approval process and the differences in the type of art projects that will be considered by Caltrans, the Committee focused on presenting a recommendation for the freeway wall using a more achievable “Community Identifier” art project that could be realized with a smaller budget.
DISCUSSION/ANALYSIS
2024 Call for Artists
The Arts Ad Hoc Committee has selected designs (Attachment A) for the following four utility boxes, each reflecting themes chosen by the Committee based on the location and community context of the utility box:
Utility Box #1
● Location: Southeast corner of Huntington Drive and Mountain Avenue ● Theme: “Route 66”
● Number of Applications Received: 10
● One traffic control box
Utility Box #2
● Location: Southwest corner of Duarte Road and Circle Road ● Theme: “Medical Health”
● Number of Applications Received: 6
● One traffic control box and one meter pedestal
Utility Box #3
● Location: Northeast corner of Fasana Road and Highland Avenue ● Theme: Transportation
● Number of Applications Received: 8
● One traffic control box and one meter pedestal
Utility Box #4
● Location: Southeast corner of Huntington Drive and Crestfield Drive ● Theme: Childhood
● Number of Applications Received: 27
● One traffic control box
The Arts Ad Hoc Committee held two meetings to review the submitted applications. The Committee members were given scoring sheets to help them evaluate the submittals. Once each member in attendance tailed up their scores, they provided their three top choices.
3 Utility boxes #3 and #4 have three artwork recommendations each because Cheyne Ellett’s design submittals were chosen for each location. Since an artist can only have one (1) submission chosen by the City per calendar year, the Committee wants to ensure the City Council has multiple recommendations in case one of Cheyne Ellett’s designs is chosen.
Once the City Council selects and approves the final art designs, City staff will collaborate with a third-party vendor to produce and install graffiti-resistant vinyl wraps, ensuring the approved artwork is properly displayed on the designated utility boxes. Depending on vendor availability, installation is expected to take place in early 2025. The City’s Field Services Division will continue to monitor and maintain the artwork for up to three years, ensuring the longevity and integrity of the installations.
Freeway Walls
In addition to the Utility Box Art Program, the Arts Ad Hoc Committee was tasked with reviewing options for freeway art on Caltrans-owned walls throughout the City; however, with a focus on both Mountain Avenue and Buena Vista Street. City staff researched various elements, including the types of art permitted on freeway walls, Caltrans' approval process, and associated costs. Staff also reviewed examples of freeway art projects completed by other cities. Caltrans allows two types of art on freeway walls:
● Community Identifiers: Community identification typically includes graphics and/or text that convey information about a region, community, or area, often highlighting the identity, history, resources, or defining characteristics of the location. This type of art generally takes the shape of painted City logos/names and simplified color applications that introduce residents and guests to entry of a City, similar to the existing City logos and painting located on the underpasses at Mountain Avenue and Buena Vista Street. Caltrans will only consider one Community Identifier for each direction of the freeway (Attachment B). ● Transportation Art: Transportation Art is a visual expression that reflects the unique aesthetic, environmental, scenic, historical, and cultural values of the local community.
Text is not allowed on Transportation Art. This type of art is usually associated with larger and more elaborate murals, but could include other types of artwork, such as sculptures.
Transportation Art generally involves more complex artistic designs and covers more surface area with painted images as compared to Community Identifier art.
After reviewing both options, the Committee recommends that any group responsible for future public art focus on a Community Identifier for Mountain Avenue, with a budget not to exceed $60,000. The Committee’s recommendation includes imagery on both the east side of the underpass, as well as the retaining wall that faces the intersection of Mountain Avenue and Evergreen Street. The Committee also recommends the installation of decorative City signage and improvements to landscaping in the area below the retaining wall (Attachment C).
RECOMMENDATION
The City would like to thank the members of the Arts Ad Hoc Committee for their dedication and thoughtful contributions throughout this process. Their efforts have been instrumental in shaping
4 the recommendations presented to the City Council.
It is recommended that the City Council: 1) Select and approve a recommended design for each utility box location; 2) Approve the Arts Ad Hoc Committee’s recommendation to prioritize a community identifier for future public art on Mountain Avenue with a budget not to exceed $60,000.
FISCAL IMPACT
The 2024 Call for Artists program is funded within the City’s 2024-25 budget, with a total allocation of $15,984 to cover artist stipends, installation fees, and maintenance for the utility box art. If the City Council approves the recommendation for a community identifier on Mountain Avenue, an additional budget allocation of up to $60,000 will be necessary. This funding may be addressed during the mid-year budget review or included in the next fiscal year’s budget planning.
ATTACHMENTS
A. Utility Box Artwork Recommendations
B. Examples of Community Identifier Art
C. Photos of Recommended Area for Community Identifier Art Fiscal Review: Reviewed and Approved:
Kristen Petersen Brian Villalobos
Assistant City Manager/ City Manager
Director of Administrative Services
Attachment A
Utility Box Artwork Recommendations
Utility Box #1
Theme: Route 66
Location: Southeast corner of Huntington Drive and Mountain Avenue Raquel Martinez Rodriguez
Snapshots Down the Ol’ Route 66
Victoria (Labravart) Cruz
You are here.
OPTION 2
OPTION 1
Utility Box #2
Theme: Medical Health
Location: Southwest corner of Duarte Road and Circle Road (one traffic signal cabinet and one meter pedestal)
Laishan Mui Ito
Hope and Healing
OPTION 1
Alexandra Garcia
Health and Friends
OPTION 2
Utility Box #3
Theme: Transportation
Location: Northeast corner of Fasana Road and Highland Avenue (one traffic signal cabinet and one meter pedestal)
Cheyne Ellett
Heading Places
OPTION 1
Samantha Chang
Tracks of Time and Connected Journeys
OPTION 2
Xue (Snow) Dietrich
Colorful Transportation
OPTION 3
Utility Box #4
Theme: Childhood
Location: Southeast corner of Huntington Drive and Crestfield Drive Cheyne Ellett
ABC, 123!
OPTION 1
Josef (Jophen Stein) Gibson
Free Play
OPTION 2
Joseph (Joeded) Walsh
Create your future
OPTION 3
Attachment B
Examples of Community Identifier Art
City of Duarte
City of Monrovia
City of Azusa
City of Bellflower
Attachment C
Examples of Community Identifier Art
AGENDA REPORT
MEETING DATE: November 12, 2024
TO: Mayor and Members of the City Council
FROM: Brian Villalobos, City Manager
BY: Andres Rangel, Assistant to the City Manager
SUBJECT: Discussion and Direction Regarding the Duarte Chamber of Commerce and Small Business Support Recommendations
RECOMMENDATION: It is recommended that the City Council discuss and consider the recommendations proposed in Stratiscope’s Duarte Chamber of Commerce and Small Business Support Report
FISCAL IMPACT: No fiscal impact associated with approving this report.
BACKGROUND
The City allocated $32,000 in its FY 2024-25 budget to cover the Chamber of Commerce operational expenses until December 31, 2024. Before the agreement was extended for the remainder of the fiscal year, Council directed staff to work with the Chamber to refine its scope of work so that it is both financially stable and reflective of business community needs.
In June, the City contracted Stratiscope Inc. to conduct a Chamber of Commerce and Small Business Support report. The purpose of the report is to provide recommendations for the Duarte Chamber of Commerce and to strengthen connections with businesses. In addition to providing recommendations to retain small businesses, the report also assessed how the Chamber can operate more efficiently and in line with the business community’s needs. Therefore, the report would provide a framework for the Chamber of Commerce’s agreement that will expire on December 31, 2024.
ANALYSIS
Stratiscope conducted its report between June through October 2024. The report consisted of engaging with businesses, anchor institutions, and the Chamber of Commerce to understand business concerns, their needs, priorities, and identify opportunities the Chamber and the City can address. Engagement also included two business walks that included Sheriff and City staff and officials.
Key findings and recommendations for both the City and the Chamber of Commerce are below:
City
● The City should develop and adopt an Economic Development Strategic Plan ● Streamlining permitting process for certain activities ● Appoint an ombudsman to provide business assistance
Agenda Item: 10.C.
2 Chamber of Commerce
● Chamber should automate, digitize, and/or outsource its daily functions by hiring a CEO or outsourcing management of the Chamber to a firm
● Minimize operational expenses by not requiring the chamber to maintain a physical office ● City should establish regular operational meetings with key chamber staff ● The City should fund the Chamber at least $5,000 per month for basic services.
Stratiscope identified the City of Alhambra as a model agreement in terms of its funding structure as well as how its Chamber of Commerce is organized, functioning with a volunteer board of directors and a contracted operations staff.
RECOMMENDATION
It is recommended that the City Council discuss and consider the recommendations proposed in Stratiscope’s Small Business Support Report.
FISCAL IMPACT
No fiscal impact associated with approving this report.
ATTACHMENTS
Chamber of Commerce and Small Business Support Report
Fiscal Review: Reviewed and Approved:
Kristen Petersen Brian Villalobos
Assistant City Manager/ City Manager
Director of Administrative Services
Memorandum
Date: November 6, 2024
To: Brian Villalobos, City Manager, City of Duarte
From: John Bwarie, CEO, Stratiscope
Subject: City of Duarte Chamber of Commerce and Small Business Support Recommendations
Background
The City of Duarte, small by comparison to most of its neighbors, is home to remarkably successful businesses. While boasting national chain big box stores and franchisees as well as long-time local favorites, the City is challenged by three critical factors: 1) a limited commercial zone, 2) no clearly defined “downtown,” and 3) significant competition from nearby neighboring cities. In the face of these fundamental and longstanding challenges, the City must chart a course forward as an engine of support for small business and economic growth.
Its geography requires recognition that the City is situated in a seamless metropolitan area where one neighboring city leads into the next. The distinction between jurisdictions is not made by geography or appearance but by the experience and service a business receives – the community it is a part of. Duarte’s challenge is not unique or new, but the approach it must take to address the current needs of the community must be refreshed from past practices.
This project began in June 2024 and concluded in October 2024 to assess the current business needs as well as opportunities for the city to support current and future businesses. This was done through a series of interviews, business visits, and group conversations with existing business owners and operators, city officials, and community leaders, resulting in contact with more than 100 stakeholders. This revealed key insights about challenges and opportunities in the form of business concerns, needs, and priorities.
The recommendations in this report are informed by the community members, who all share a vision for a strong, vibrant economy in Duarte. The recommendations are also informed by best practices in the region as well as across the state with the changing face of local economic development practices.
About Stratiscope
Stratiscope harnesses the power of community to serve governmental agencies, professional associations, civic organizations, non-profits, corporations, consulting firms, and community leaders that seek to effectively engage community members. We devise and conduct community engagement strategies and field implementation, economic development research, strategic facilitation and planning, government
2 relations and policy advising, and strategic planning to build thriving communities.
Tactically, we produce strategic economic plans, community activations, online and print publications, media management, community educational programs, and resource and sponsorship development. Working for an extraordinary spectrum of clients in support of their missions to build, serve, and advocate for their communities is our legacy and our vision for the future.
Key Insights
To inform the work of creating a model for small business support on behalf of the City of Duarte, the insights from local leaders and business owners shaped the sentiments of what is possible and what is limiting those possibilities in the Ccity.
Strengths
Through the conversations we engaged in with local business leaders, three key strengths surfaced as being unique to Duarte:
1. City government and elected officials are accessible and well-known because Duarte is a small city.
2. Local sheriffs are responsive to business needs.
3. The strength of the City school district and other schools in the community help make the community attractive for new families.
Opportunities
As we interacted with leaders in business, community, and government, these potential opportunities emerged:
1. An official Economic Development Plan would help set the standard, protocols, and programs for more strategic and tactically aligned economic work in the city.
2. Grant programs for businesses could incentivize businesses to develop their potential as well as create physical improvements to the cityscape.
3. With vacancies along the City’s main corridors, the City can recruit businesses to fill vacant spaces with products and services that residents would use daily to benefit the community.
4. “Big box retailers” and other large businesses currently attract customers to the city and have an untapped potential to drive customers to local small businesses.
5. Local businesses are looking for the opportunity to participate in community events or be vendors for the City to help them thrive here.
6. With a strong school system, the City can attract younger people and families to live in Duarte.
7. Improved communication and connection between the City, local leaders, and businesses would result in crafting essential support programs and resources that benefit local businesses and the community.
3 Challenges
During the engagement of business and community leaders, they revealed challenges they face when doing business in the city, including:
1. Public Safety: Unhoused individuals impacting business is the dominant concern relative to public safety across the City.
2. Central Business District: Duarte lacks a defined downtown or central business district, which inhibits recognition of a focal point and brand identity.
3. Physical Improvements: Many property owners are unable or unwilling to invest in the appearance or functionality of their commercial buildings.
4. Affordability: Rents, staffing, and the general cost of doing business are onerous and prevent businesses from thriving and inhibit new businesses from opening.
5. City Regulations: Certain city regulations are overly burdensome, creating undue limitations on promotion and growth of businesses. The most common refrain was business owners want a simpler process for updating or replacing signage, including temporary signs and banners. The permitting process was identified as needing to be streamlined.
Roadblocks, pitfalls, and landmines to be addressed or avoided As the City moves to more effectively support small businesses, the following considerations must be kept at the forefront:
1. Neighboring Cities: The seamless nature of cities surrounding and leading up to Duarte create an ambiguous, unidentifiable landscape such that consumers and even some businesses cannot distinguish when they are in Duarte to conduct business or patronage retailers and restaurants.
2. Municipal Misalignment: the City must be unified in strong, vocal support of small businesses and in the actions that produce results for these businesses.
3. Information Vacuum: Social media alone is failing to transmit key information to business stakeholders; robust, intentional, omnichannel communications (ideally in multiple languages) should be tailored toward the small business owner.
4. Lack of Staff Capacity and Expertise: Without assigned professionals working to create economic vibrancy, the City is unmoored from a plan for sustained, predictable growth and reliable small business support.
5. Managed Expectations: The expectations of leaders of what is needed and what is possible must be tied to investments that can realize those goals, because the current level of support will not allow the vision to be achieved.
6. The Past is Not Present: Leaders across the city cannot hold onto old models of support for small businesses, as this trap will limit progress and growth in a time when past practices, approaches, and expectations no longer create a viable path forward.
4 Today’s Chamber of Commerce
The Stratiscope Approach
What a modern Chamber of Commerce is and can do today greatly departs from old, once useful models. The traditional model largely held up through the early 21st century until the COVID-19 pandemic became a world-changing event. The pandemic and the years that followed revealed that even longstanding Chamber members were not as closely knit together nor did they uniformly share a mission. Often, they did not form a community in its truest or most useful definition. The functional deficits included Chamber leadership not being prepared, empowered, or resourced to take actions to pull the members together, keep them engaged, or help them through what was a long and slowrolling disaster for many.
The predominance of online connectivity and communication plays a part in this new reality as well. The 20th-century model of members joining, paying, and volunteering time to execute the mission has limited viability in this digital era. The primary functions of this pre-internet Chamber focused on networking with other businesses, as well as gaining referrals and connections to customers. This all became faster, simpler, and more convenient via social media platforms such as Facebook, LinkedIn, and Instagram. These platforms curate connections and expand reach into prospects with easy to access marketing intelligence. Almost anyone from almost anywhere can conduct a search and find out almost anything. With the time-saving reality of digital tools, a business owner or representative has become hyper-conscious of the return they get from on-the-ground or face-to-face interactions.
In a nutshell, most would-be or former members believe they can’t spend enough time as a Chamber member to make it valuable. Therefore, they spend very little time and call it “the best I can do.” If that belief becomes the rule, they may let their membership lapse.
Of course, this overlooks the unique and overriding benefit of belonging. Joining and joining in as a participant at programs and events creates a collective voice and a common space. Ultimately, these are the elements of a stronger, local community that is vibrant and resilient.
When Chambers are unable to communicate their value, a smaller membership diminishes the chance that as new businesses open, they will join a Chamber. With fewer members, lower quality programs, and less demonstrated advocacy, the expense of membership appears to be less valuable than that $200-500 invested in Instagram ads or Google AdWords. A prospective member thinks, “I know how much I pay per click, but how does the Chamber directly impact me right now?”
5 It’s now undeniable that the local Chamber model had growing fissures for at least a decade before the pandemic cracked them wide open in 2020 and 2021.
Here’s the new reality. The mission of the Chamber is to serve the community, and it must do that without the resources that can be generated by membership alone. For this very reason, among many others, the Chamber should exist – to give voice to those who are too busy and distracted to pay attention to the policies impacting them and provide a connection to City Hall and other seats of power.
While most products are no longer needed if people don’t buy them, the product the Chamber is selling is needed, but often deprioritized in an increasingly challenging economic environment.
The very reason Chambers need to exist is the reason that so many businesses can’t join: the policies that overburden business.
Advocacy and the local relationships that a Chamber can foster are especially important for small communities, and at the same time, this where small local businesses often feel they cannot justify membership from a cost-benefit standpoint.
Is the solution to just close down the Chamber? Replace it with a new organization or merge it into a regional collective? As the saying goes, all politics are local. All business is local, first and foremost when it comes to having a voice that matters. The loss of the local Chamber eliminates the chance for the collective local voice to be heard. And this isn’t just a voice for business. It’s a voice for stronger communities, community programs and events, and a more connected and therefore resilient community. This is what’s at stake with the loss of a strong, local Chamber of Commerce.
6 Recommended Model for Small Business Support:
In order to support current and future small businesses in Duarte, the City of Duarte and the Duarte Chamber should collaborate with each other to create an environment that is in service to the business community. This can be done by establishing realistic outcomes for this work, defining clear roles for all organizations involved, and setting boundaries on the relationship between the City and the Chamber.
1. Set Realistic Outcomes
The goal of supporting small businesses in Duarte requires clear, attainable, actionable, and measurable outcomes that are conveyed to all stakeholders and understood by them. These goals are typically the result of a formal Economic Development Strategic or Action Plan. To move forward this year, the City of Duarte ideally puts a plan into place and abides by an implementation schedule.
2. Define Clear Roles
To achieve the goals established by the city and key stakeholders, specific functions must be undertaken by the City as well as support organizations. The essential functions of the City, the Duarte Chamber of Commerce, and other key small business support entities are detailed below.
a. The role of the City of Duarte:
i. Set a vision for the City with an economic development plan. ii. Provide resources to businesses.
iii. Respond to needs to make doing business easier in Duarte by streamlining permit processes and amending limiting rules to allow business to thrive.
iv. Establish an ombudsman to provide business assistance for those seeking to open or expand a business in the City, walking them through the City process from idea to approval.
v. Support the work of partner organizations by setting realistic goals and expectations for that support.
b. The role of the Duarte Chamber of Commerce is to functions as:
i. The primary bridge or connection between the City and local businesses, conducting two-way communication so that support aligns with the City’s capacity and local business’ expectations. ii. The relationship-builder that seeks to harmonize the interests of the City, School District, and other leaders, creating opportunities for businesses to meet leaders and connect to community programs. iii. The community builder and convener to bring business together and bring community together, fostering community partnership among the various leaders through community programming that supports a stronger community. These programs could include special events like lunches, walks, topical committees, and even workforce development programming.
7 iv. The business resource center and clearinghouse for information about programs, services, and organizations that support businesses.
v. The business promotion arm based on stakeholder input to promote the businesses in Duarte. Examples include shop local programs, incentive programs, ribbon cuttings (and promoting openings), and employee dining programs.
c. The role of Allied Small Business Support Organizations (e.g. SBDC, SCORE, etc.):
i. Provide experts, expertise, and programing on key topics that support small businesses
ii. Offer coaching and advising to support individual small businesses success
iii. Offering curriculum and programs that is made available to small businesses in the area.
3. Define the Boundaries of the Relationships
a. The most functional, results-oriented relationship between the City and the Chamber requires an agreement that clearly delineates tasks to be delivered with articulated expectations regarding how much time/effort those tasks will require. Additionally, as proven successful in other local cities, the specifications for support should be collaboratively developed to meet the goals set by the City.
b. City funding should be set at at least $5000/month for basic services, as described above. In this next iteration of the agreement, some flexibility should be given as to HOW the work is executed. For example, instead of stating the Chamber will host a specific, named event, the contract may describe the type of event and outcome of such an event. c. Surrounding cities like Monrovia and Temple City are currently using this type of agreement in this financial range, with best practices that include quarterly reporting to City Council, regular meetings with the City management (contract liaison), and partnership in the execution of the work to support small businesses.
d. To offer enhanced capabilities that support the City’s vision, the Chamber may assist with business retention activities including conducting business visits to offer resources and business attraction such as reaching out to businesses outside the city with the goal of having them open or expand to Duarte (and fill vacancies). This work can be done by convening, working with, and supporting local real estate brokers who are active in and representing Duarte properties. These activities should be funded at a level beyond the base support in item 3b.
e. The Chamber should be the liaison to Allied Small Business Support Organizations, creating connections, relationships, and referrals to provide Duarte businesses greater access to expert resources.
8 Next Steps:
With the three principles above in place, the City and the Chamber can move forward together. To achieve this, the reality of the current circumstances must be considered and addressed. While it is difficult to compare Duarte to neighboring cities like Monrovia (which has a defined downtown and many more businesses), Irwindale (which is primarily industrial with limited retail or restaurants), or Temple City (which has a similar sized business district, but is double the size and has a different financial and ethnic demographic), each of these cities and their chambers are addressing unique issues with City funding that shapes the way the Chamber operates.
Because the Chamber has stated it is looking for direction from the City, and the City Council stated it was looking for the Chamber to share its vision and plan, the following are the next steps of how the City should work with and support the Chamber. While this is not a work plan, what follows outlines the key next steps the City should take to move this process forward, as well as what the City should reasonably expect from the Chamber of Commerce in a future partnership.
1. The City should allocate multi-year resources to support the work of the Chamber, as determined by the City as to what’s of value to the City and its economic development work. When funding Chamber programming, the City should review all programs and activities and justify the benefit of all programs through the lens of: “is this something that only the Chamber can do?” Legacy programs should not be funded by the City for the simple reason that “this is what’s always been done.”
2. The City should set funding based on a specific work program for the Chamber that augments and supports the City’s economic development activities. City staff should coordinate with the Chamber to establish a realistic work program that can be attached to the funding agreement. This agreement should include clear indicators of success by outcome, not just output. (See Appendix A for a scope of work from the City of Alhambra agreement with the Alhambra Chamber of Commerce that highlights the fractional portion of support the City provides to Chamber activities that support the local economy and all local businesses.)
3. The City should establish regular operational meetings with key Chamber staff to work on items within the agreement. This should be the Chamber CEO or other staff member who is working on the day-to-day operations and implementation of the City agreement.
4. The City should expect that the Chamber adopt and enact an updated operational model that limits their overhead by considering automating, digitizing, and/or outsourcing some or all of the day to day functions of the organization, including member relations, billing, programing, business assistance, event planning, business promotion, and policy advocacy. To do this, the Chamber must determine a path forward where they can either hire a CEO that leads this
9 and all contract obligations or look to outsource the management of the Chamber to a firm or individual that has the ability to lead the organization and execute on the agreement with the City. This work can not realistically be done by a volunteer-only board, and a City investment in such an organization would not be prudent
5. The City should not expect or require the Chamber to maintain a physical office.
If temporary or as-needed workspace is needed, the City should provide it as a benefit to their partner. The Chamber must focus on its core functions of serving its business members, helping businesses grow, and supporting the economic vitality of Duarte. The Chamber should not be burdened with ancillary expenses, including an office, at this time. Remote services and in-community programing, virtual presence for meetings and trainings, and office hours in member businesses or city facilities will serve the goals of the City and the organization without the burden of an office. For example, the Chamber could be working from a Community Room at City Hall on Mondays and Wednesdays from 10am-1pm for drop in visitors, as promoted on their website and in communications.
Otherwise, the Chamber should be expected to meet virtually or at another space secured at no or low cost for such purposes.
6. In the near term, the City should expect the Chamber to have approximately 100- 150 paying members, and that the services the Chamber provides should be for all businesses in the City – not just members – because of the City’s financial support.
7. The City Manager should be empowered to bring back to Council an agreement that recognizes and includes the items above and throughout this report, establishing clear metrics that can be reviewed and adjusted annually.
Although this report does not serve as a work plan, we have presented clear recommendations on what steps need to be taken and how the next agreement with the Chamber needs to be structured in order for the Chamber/City partnership to realize a more sustainable and efficient Chamber in support of a stronger local economy.
To honor the more than 100 years of service and support the Chamber has provided the City, this collaboration between the two organizations should be modern, nimble, collaborative, and with the best intentions for success from all parties involved. The future strength of the local economy, the success of small businesses, and the vitality of the community as a whole depends on this approach to reimagine the future of the business community and the city working together.