Jones Lang LaSalle - 2017 Agreement - Amendment No. 1Addendum to Agreement for Services
This Addendum is to the Agreement dated 5--of 7 2017 ("Agreement") between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
And
CONTRACTOR: Jones Lang Lasalle, having a principal place of business at
CONTRACTOR'S acceptance of the Agreement is conditioned upon acceptance by the CITY of this
Addendum. The parties agree that the Agreement is modified as follows:
1. Article 4. Compensation
- Subsection A Consideration. Payment and schedule shall be referenced from JLL proposal (Exhibit D) dated
March 31, 2017.
- Subsection D Expenses. Only direct expenses allowed as set forth in Exhibit A.N. Out -of- pocket expenses
incurred in conjunction with this engagement, such as data purchases and reasonable travel costs (as described
in our attached proposal) will be considered direct expenses and acceptable to the CITY.
Article 5. Obligations of Consultant
- Subsection C Indemnification. Paragraphs 1 and 2 shall be limited to third party claims. Paragraph 2 insert
the word "negligent" before "act in the third to last line.
- Subsection D shall include a modification to include an indemnity obligation on the part of City.
"Except for Consultant's negligence or willful misconduct, City shall indemnify, defend (with counsel reasonably
acceptable to Consultant) and hold Consultant and its partners, directors, officers, agents, servants and employees
harmless from and against any and all claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs
and expenses incurred in the capacity of a defendant or a witness, and all other costs and expenses (including without
limitation attorneys' fees and court costs) sustained or incurred by or asserted against Consultant by a third party by reason
of or arising out of the performance or nonperformance of JLL's duties and activities within the scope of this Agreement."
Article 7 Termination by City. Second full paragraph beginning with "Notwithstanding the foregoing.." shall be
struck in its entirety.
Article 8. General Provisions
- Subsection B. Revise the first part of the first sentence to read "Throughout the term and in connection with the
services performed under this Agreement, the CONSULTANT.."
- Article V.B. Shall include the following:
"The data, documentation, and assumptions derived from information supplied by CITY, published information, prepared by
CONSULTANT in the regular course of its business, and other industry sources will not be independently verified by
CONSULTANT for purposes of this letter agreement. CONSULTANT will not be responsible for the accuracy of such data
and information, and for any assumptions derived therefrom. The information fumished by others is believed to be reliable, but
no warranty is given for its accuracy. However, CONSULTANT'S performance will be based on CONSULTANT'S
professional evaluation of all such available sources of information. CITY acknowledges and agrees that there may be
differences between projected and actual results because events and circumstances frequently do not occur as predicted, and
those differences may be material and hereby releases CONSULTANT from any claims or liability arising from these
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differences. CONSULTANT is not obligated to predict future political, economic or social trends. JLL assumes no
responsibility for economic factors that may affect or alter the opinions in this report if said economic factors were not present
as of the date of the letter of transmittal accompanying this report. The parties understand and agree that neither CITY'S fees
nor the payment thereof by CONSULTANT is contingent upon the results, conclusions or recommendations provided by
CITY."
- Article V.F The first sentence of the second paragraph shall be replaced with the following:
"Any draft or final report prepared by CONSULTANT under this Agreement shall be used solely for the internal purposes of
CITY and CITY agrees that it shall not use any such reports in connection with any public documents. Further,
CONSULTANT shall not be referred to in any public documents without CONSULTANT'S prior written consent, which may
be given in its sole discretion. CONSULTANT is not required to give consultation or testimony or to be in attendance in court
with reference to the Services unless such services are expressly provided herein or otherwise agreed in writing by
CONSULTANT and CITY. Possession of any report produced in connection with the Services, or a copy thereof, does not
carry with it the right of publication."
And, the beginning of the second sentence shall read: "Consultant shall not be responsible for, and City shall
indemnify CONSULTANT from, damages.."
The following provision shall be added as a new Article V.1
" LIMITATION OF LIABILITY
Neither party shall be liable to the other for, and each party hereby waives any and all rights to claim against the
other party, any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this
Agreement, including, but not limited to, lost revenue or profits, even if a party has knowledge of the possibility of
such damages; and in no event shall CONSULTANT'S liability to CITY hereunder exceed the annual fee paid to
CONSULTANT pursuant to this Agreement."
Executed at Gilroy, California contemporaneously with the Agreement as of , 2017.
CITY OF GILROY
By:
[signature]
Gabriel A. Gonzalez
City Administrator
Date: a /�1 �;?
Approved as to Form
-A�
City Attor ey
4845 - 8215.5540x1
MDOLINGER104706083
Jones Lang LaSalle
D.-N
[signature]
f /tie 4e /s
[name]
[title]
Date: /,.� �� 2—z;,1
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