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AGMT - CivicStone, Inc. (Grant Administration of CDBG Leisure World Bathroom Accessibility Program)
PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Cia•icStone, Inc. 4195 Chino Hills Parkway n2-67 Chino I lills, CA 91709 (909)364-9000 I his Professional Scr%ice Agreement ("the .'agreement") is made as of JUIN22. 2019 (the "Appau%al Daw"). by will I)ct»ccn C'i�i�5tvnc. Inm. t"Cvn�ultunt"), a ('alilirrnia corfx)ralion. and the Cit} of Seal Beach ("Cite"). a California charter city. (collecti-vel}. "the Parties'*). Page 1ot,21 RECITALS A. Citi desires certain professional services. 13. Pursuant to the authority pro%ided by its Cit,. Charter and Seal Beach Municipal Code § 3.20.02 51 C). Cit% desires to engage Consultant to provide professional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that it is fully qualified fully qualified to perform the activities set forth in the Scope of Work as described in Section 1.0 by virtue of its experience and the training, education and expertise of its principals and emplo}ees. \OW THERVIORE. in consideration of the Parties' performance of the promises. covenants, and conditions stated herein. the Parties hereto agree as follows. Scope of Sen ices I.I. Consultant shall provide those services (" Services") set forth in the attached Exhibit A. which is herehy incorporated by this reference. 'to the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Seryices under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonabl\ satisfactor} to Authorit}. 1.3. In performing this Agreement. Consultant shall compl\ v%ith all applicable provisions of federal. state, and local law. 1.4. As a material inducement to Cit} to enter into this Agreement. Consultant hereby represents that it has the experience necessary to undertake the Sen ices to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customan professional standards in performing all Services. The Cite relies upon the skill of Consultant, and Consultant's staff, if any. to do and perform the Services in a skillful, competent. and professional manner, and Consultant and Consultant's staff. shall perform the Services in such manner. Consultant shall, at all times, meet or exceed are and all applicable professional standards of care. The acceptance of Consultant's work by the Cit} shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Sen ices unless the Cit} authorizes such work in advance and in writine. The City Manager ma\ authorize payment for such work up to a cumulative maximum of Page 2 of 21 $10.000. PaN mens for additional work in excess of S10,000 requires prior Cit% Council authorization. 2. Term 2.1. The term of this Agreement shall commence as of Jul?: 1. 2019, the EfTective Date. and shall continue until .lune 31). 2020 unless pre%iousl% terminated as provided bN this Agreement. 22.22. At the (it% Manager's sole discretion. the Cit% Ma, extend the term of' this agreement for two one -)ear extensions. 3. Consultant's Compensation Cit} will paN Consultant for Services performed during each term of this Agreement in accordance with the fee schedule set forth in Exhibit A for Services. but in each fiscal Near the Cit% shall not par more than (i) the amount budgeted fur such Services under Account Number 001-030-44000 in the Cit%'s Budget for that fiscal Near. or (ii) $60.000 for each fiscal year of the Cit%. whichever is less. If an increase in funds is required in Account number 001-031 44(H)0 to maintain the desired level of service to the Cit,. a budget amendment must be approved prior to exceeding the budgeted amount. Am additional work authorized bN the Cit} pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit A. 4. Method of Payment 4.1. Consultant shall submit to City month(, invoices for all services rendered pursuant to this Agreement. Such invoices must he submitted within 15 daN s of the end of the month during which the services were rendered and must describe in detail the sere ices rendered during the period, the dads worked. number of hours worked, the hourll rates charged. and the services performed for each da% in the period. Cit} will paN Consultant within 30 da)s of receiving Consultant's invoice. Cit} will not withhold anv applicable federal or state pa}roll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. t `pon 24 hour%* notice from Cit%, Consultant shall allow Cite or Cit%'s agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards. cost control sheets and other records maintained h% Consultant in connection vxith this Agreement. Cit,'s right- under thi. Section 1 ? .hall sur, 1%e for three Nears following the termination of this Agreement. 5. Termination Page 3 of 21 5.1. This Avreernent may he terminated b% City, %%ithout cause. or by Consultant based on reasonable cause. upon giving the other party %%ritten notice thereof nut less than thin% (30) days prior to the date of termination. 5.2. this Agreement may he terminated by City upon 10 days' notice to Consultant if Consultant tails to provide satisfactory e%idence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date ofthe previous policy. 6. Parh• Representatives 6.1. The Cit% Manager is the City's representative for purposes of this Agreement. 6.2. 'Monique Miner Eliason is the Consultant's sole representative for purposes of this Agreement. 7. Notices 7.1. All notices permitted or required under this Agreement shall be deemed made -.hen personally delivered or when mailed 48 hours after deposit in the U.S. Mail. first class postage prepaid and addressed to the parry at the following addresses: To City: City of Seal Beach Attn: Cite Manager. 211 8th Street Seal Beach. California 90740 To Consultant: CivicStone. Inc. Ann: Monique Eliason 4195 Chino Ifills Parkv,av #267 Chino Hills, CA 91709 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred. regardless of the method of ser% ice. 8. Independent contractor 8.1. Consultant is an independent contractor and not an employee of the Cit\. All services provided pursuant to this Agreement shall he performed by Consultant or b% Consultant's employees or other personnel under C'onsultant's supervision. . and Consultant and all of Consultant's personnel shall possess the qualifications, permits. and licenses required by State and local law to perform such Services, including, without limitation, a ('it-, of Seal Beach business license as required by the Seal Beach Municipal Pate 4 of 21 Code. Consultant %%ill determine the means, methods, and details of performing the services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Ser%ices and compliance with the customan professional standards. 8.2. All of Consultant's employees and other personnel performing any of the sery ice: under this .Agreement on behalf of Consultant shall also not be employees of City and shall at all times he under Consultant's exclusive direction and control. Consultant and C'onsultant's personnel shall not supervise any ol'Citv's employees: and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not %%car or display am City uniform. badge. identification number. or other information identifying such indiv idual as an employee of City: and Consultant's personnel shall not use any Cin e-mail address or Cit} telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such %chicles, equipment and supplies as C'onsultant's personnel require to perform am• of the Services required by this Agreement. Consultant shall perform all Services ofd' of Oty premises at locations of Consultant's choice. except as otherv%ise may from time to time be necessary in order for Consultant's personnel to receive projects from C'it%, review plans on file at City. pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may he necessary to inspect or visit City locations and'or private property to perform such Services. City may make a computer available to Consultant from time to time for C'onsultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Aareement. 8.3. Consultant shall be responsible for and pay all wages. salaries, benefits and other amounts due to Consultant's employees and other personnel in connection with their performance of ser%ices under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, other retirement and pension benefits, income tax withholding. unemployment insurance, disability insurance, and workers' compensation insurance. \otw ithstanding an% other agency. State. or federal policy, rule, regulation. statute or ordinance to the contrary. Consultant and any of its officers. employees, agents. and subcontractors providing am of the Ser%ices under this Agreement shall not become entitled to, and hereby waive am claims to. any wages. salaries, compensation, benefit or any incident of employment b% City. including but not limited to, eligibility to enroll in. or reinstate to membership in. the California Public Employees Retirement System t"Pt RC") ac an emrloNcc of C'it%. and entitlement to an% contrihution to he raid h) Cit% tier employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials. officers and employees. servants, designated volunteers. and aeents serving as independent contractors in the role of City officials, from am and all liability, damages. claims. costs and expenses of an,. nature to the extent arising from. caused by, or relating Page 5 of 21 to Consultant's personnel practices, or to the extent arising from, caused b) or relating to the v iolation of anv of the prov inions of this Section 8.0. In addition to all other remedies available under law. City shall have the right to offset against the amount of am fees due to Consultant under this Agreement an% amount due to City from Consultant as a result of Consultant's failure topromptly pay to City any reimbursement or indemnification arisine under this Section 8.0. This dutN of indemnification is in addition to Consultant's dot} to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9, PERS Compliance and Indemnification 9.1. Genera) Requirements. I he Parties acknowledge that Cite is a local agency member of PERS. and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that. in providing its employees and an%r other personnel to City to perform anv work or other Services under this Agreement. Consultant shall assure compliance with the Public Employees' Retirement Law. commencing at Government Code y 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing. Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this .Agreement shall not assign or utilise any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and reaulations. 9?. Indemnification. Consultant shall defend (with legal counsel approved b% City. whose approval shall not be unreasonably withheld), indemnify and hold harmless City. and its Cit} and its elected officials, officers, employees, servants, designated volunteers. and agents serving as independent contractors in the role of Cit} officials, from any and all liability, damages, claims. costs and expenses of any nature to the extent arising from. caused by. or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnif} and hold harmless as set forth in any other provision of this Agreement. 10. Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by (it\. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to Cit\ upon the termination of this .agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. Page 6 of 21 1 I. Subcontractors No portion of this Agreement shall be subcontracted w ithout the prior written appro%at of the City. Consultant is fully responsible to C'ih for the performance of any and all subcontractors. 12. Assignment Consultant must not assign or transfer any interest in this Agreement whether bs assignment or novation, without the prior %%ritten consent of City. An purported assignment w ithout such consent shall he void and without effect. 13. Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement. including but expressly not limited to, all Sen ices performed. salaries. Rages, invoices, time cards, cost control sheets, costs. expenses, receipts and other records w ith respect to this Agreement. Consultant shall maintain adequate records on the Serniccs provided in sufficient detail to permit an esaluation of all Services in connection therewith. All such records shall be clearly identified and readih accessible. At all times during regular business hours. Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents. proceedings and activities and al other matters related to the performance of the Sen ices under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years atter expiration, termination or final payment under this Agreement. whicheser occur later. City's rights under this Section 13.0 shall surv1%e for three (3) )ears after expiration. termination or final payment under this Agreement, whichever occurs later. 14. Safeq Requirements All work performed under this Agreement shall be performed in such a manner as to proN ide safety to the public and to meet or exceed the safetN standards outlined by CAL OSHA. The Cit% ma% issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are obxncd or reported relatise to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediateh, report to the City an% hazardous condition noted b% Contractor. I1. In%urance -S.I. Consultant must not commence work under this Agreement until it has provided e%idence satistactory to the Cit} that Consultant has secured all insurance required under this Section 15.0. Consultant shall furnish C'it� w ith original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satistacton to the Citv. The certificates and endorsements for each insurance policy shall be signed by a Yaffe 7 of 21 person authorized by that insurer to bind coverage on its behalf. and shall be on fortis pro%ided by the City if requested. All certificates and endorsements must be received and approved by the ('its before %%ork commences. 1 he City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement. insurance against claims for injuries to persons or damages to propem that may arise from or in connection %kith the performance of this Agreement. Insurance is to be placed %%ith insurers %%ith a current A.M. Best's rating no les, than ANI11, licensed to do business in California, and satistactory to the City. Coverage must be at least as broad as the latest version of the follo%%ing: ( I ► General Liability: Insurance Services ORice Commercial General Liability coccrage (occurrence form CG 0001►: (2) Automobile Liability: Insurance Ser%ices Office Business Auto Coverage form number CA 0001, code 1 (any auto): (3) Workers' Compensation and Employer's Liability coverages: and (4) if required by the City. Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: ( I ) General liability: $1.000,000 per occurrence for bodily injure, personal iniury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separateh to this AgreemenUlocation or the general aggregate limit shall be t%%ice the required occurrence limit: (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease: and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000.000 per claim -aggregate. and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three %cars. Page 8 of 21 16. Indemnification, Hold Harmless, and Duty to Defend Consultant and the Citi agree that the CitN. its elected officials, officers. attorneys. agents. emplo%ces. designated volunteers. successors. assigns and those Cit-, agents seeing as independent contractors in the role of City officials (collectively "indemnitees" in this Section 16.0) should. to the fullest extent permitted by la« be fully protected from any loss. injun. damage. claim. liability, lawsuit. cost, expense. attorneys' fees. litigation costs. defense costs, court costs an&or any other cost arising out of or in any %%a,. related to the performance of this Agreement. Accordingly. the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees. as set forth in this Agreement. 16.1. Indemnity for Professional _Secy ices. to the fullest extent permitted by law. Consultant shall. at its sole cost and expense. defend. indemnity and hold harmless the City. its elected officials. officers. attorneys, agents. emplo.ces. designated volunteers. successors. assigns and those City agents serving as independent contractors in the role of City officials (collectiveh "Indemnitees" in this Section 16.0). from and against any and all damages. costs. expenses. liabilities. claims. demands. causes of action, proceedings. judgments. penalties. liens, and losses of any nature whatsoever, including tees of accountants and other professionals. and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"). whether actual. alleged or threatened. which arise out ot', pertain to. or relate to. in whole or in part. the negligence. recklessness or willful misconduct of Consultant. andlor its officers. agents. servants, employees. subcontractors. contractors or their officers. agents. servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with an\ Claims with counsel of the Indemnitees' choice. and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. Page 10 of 21 15.3. The insurance policies shall contain the follox%ing pro%isions. or Consultant shall provide endorsements on forms supplied or approved by the Of% to state: I1 } co%erage shall not he suspended. voided, reduced or canceled except after 30 days prior %%ritten notice b% certified mail, return receipt requested, has been given to the City: (2) any failure to complN vvith reporting or other pro%isions of the policies, including breaches of' %%arranties. shall not afTect co%erage provided to the City. its directors. officials. officers. (3) coverage must be primary insurance as respects the Cite, its directors. officials. officers. employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Consultant's scheduled undcrl%ing coverage and that am insurance or self-insurance maintained by the Cit%, its directors. officials. olficers. employees, agents and volunteers shall be excess of the Consultant's insurance and must not be called upon to contribute %kith it. (-f) for general liability insurance, that the Cit%. its directors. officials, officers, employees, agents and volunteers shall be co%cred as additional insureds v%ith respect to the ser-vices or operations performed h% or on behalf of the Consultant, including materials, parts or equipment furnished in connection v%ith such %%ork: and (5) for automobile liability, that the City. its directors, officials, officers. employees, agents and volunteers shall be covered as additional insureds v%ith respect to the o%%nership, operation, maintenance. use. loading or unloading of any auto o%%ned. leased. hired or horrov%ed b% the Consultant or for v%hich the Consultant is responsible. 15.4. All insurance required by this Section 15.0 shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City. its directors, officials, officers. employees, agents. and % olunteers. 15.5. Am deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that. at the option of the Cit%, either: ( I ) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City. it% directors, officials, officers, employees, agents, and volunteers or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs. claims and administrative and defense expenses. Page 9 of 21 16'. Q111cr Indemnities. Other than in the performance of professional sen ices, and to the fullest extent permitted by lam. Consultant shall. at its sole cost and expense. protect, defend. hold harmless the Indemnitees from and against am and all damages. costs, expenses. liabilities, claims. demands, causes of action, proceedings, judgments. penalties. liens and losses of any nature %hatsoc%er. including fees of accountants. attome.s and other professionals, and all costs associated there%%ith. and the payment of all consequential damages (collectively "Damages"). in la%% or equity..vhether actual. alleged or threatened. %%hich arise out of', pertain to, or relate to the acts or omissions of Consultant. its officers. agents. servants, employees. subcontractors, materialmen. suppliers. or contractors. or their officers, agents, servants or employees (or any entit% or individual that Consultant shall bear the legal liabilit_s thereof) in the performance of this agreement. including the Indemnitees' active or passive negligence. except for Damages arising from the sole negligence or..illful misconduct of the Indemnitees, as- determined sdetermined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in am action or actions tiled in connection %%ith an. Damages %%ith counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actuall., incurred in connection %%ith such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection there" ith. 16.:. Subcontractor Indemniti�at-iQn. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and even subcontractor or any other person or entity involved by, for, kith or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities. Consultant shall he fully responsible and indemnify. hold harmless and defend the Indemnitees from and against an. and all Claims in la%% or equity. %%hether actual, alleged or threatened. Hhich arise out ot. are claimed to arise out of. pertain to. or relate to the acts or omissions of Consultant's subcontractor, its officers, agents. sen ants. employees. sulxontractors. materialmen, contractors or their officers, agents. servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' acti.e or passise negligence. except for Claims or Damages arising from the sole negligence or %%illful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the pro%inions of an .%orkers' compensation act or similar act. Consultant expressh %%aiyes an> statutor% immunit% under such statutes or la%%s as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not he limited by the limits of any policies of insurance required or pro-vided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall sun iye the expiration or termination of this Agreement. Page 11 of 21 17. Equal Opportunit% Consultant alTirmati%eh represents that it is an equal opportunit% cmplo%er. Consultant shall not discriminate against am subcontractor, emplo%ce. or applicant for emploNment because of race, religion, color, national origin, handicap. ancestn. sex, sexual orientation, or age. Such non-discrimination includes, but is not be limited to, all acti%ities related to initial emplo\mens. upgrading, demotion. transfer, recruitment or recruitment ad\ertising, la\oft'. or termination. 18. Labor Certification B\ its signature hereunder. Consultant certifies that it is aware of the pro%isions of Section 3700 of the California Labor Code that require esers emplo%er to be insured against liabilit} for \ orker's Compensation or to undertake self-insurance in accordance with the pro%isions of that Code, and agrees to comph with such pro%isions before commencing the performance of the Sen ices. 19. Pre%ailing Wage and Payroll Records If this Agreement calls for scr\ ices that. in whole or in part, constitute "public works" as defined in the California Labor Code. then Consultant shall compl% in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B. attached hereto and incorporated b\ reference herein. Page 12 of 21 20. Compliance with Laws 20.1. CDBG. ('onsultant Shall comply with the policies. guidelines, and requirements of the L S. Department of Housing and I.rhan De%elopment ("HUD"), as applicable to the Community De%elopment Block (irant (CDBG) Program and this subrecipient agreement. including, but not limited to. 24 Code of Federal Regulations ("CFR") § 81.1. 2 CFR Part 200, and 24 CFR Part 570. as each may he amended or superseded. as the% relate to the acceptance and use of federal funds. including but expressly not limited to. all requirements related to documentation. reports, record-keeping, retention of records. procurement. and audits, monitoring and inspections by the City. IIUD. and the Comptroller General of the t "nited States. 20'. FFAFA. Consultant shall comply %%ith all applicable requirements of the 1-ederal Fundinst Accountability and Iransparency Act (FFATA) Suha%%ard Reporting System. in accordance %%ith the I-ederal Accounting and Transparency Act of 2006. P.L. 109-282, as amended by Section 6202(a) of P.L. 110-252, and as ma% be subsequently amended or superseded. 20.3. Civil Rights Compliance and 'Nondiscrimination. Consultant shall comply %%ith Title VI of the CI%il Rights Act of 1961 as amended, Fitle VIII of the Civil Rights Act of 1968 as amended, Section 104(h) and Section 109 of Title I of the Housini and Community Development .Act of 1971 ("HCDA") as amended. Section 504 of the Rehabilitation Act of 1973. the Americans %%ith Disabilities Act of 1990. the Age Discrimination Act of 1975. Executive Order 11063. and Executive Order 11216 as amended by I-:xecuti%e Orders 11375. 11.178. 12107, 12086 and 13672. as each ma% be amended or superseded. Consultant shall comply %%ith the nun -discrimination in employment and contracting opportunities la%%s, regulations and executi%e orders referenced in 2.1 CFR § 570.607, as revised by Executive Orders 13279 and 13559. as may be amended or superseded, and the applicable non-discrimination provisions in Section 109 of the HCDA. 20.4. Affirmative Action. Consultant shall not on the ground of an% protected status. including but not limited to. race. color, national origin, ser, or religion, exclude am person frorn participation in. deny any person the benefits of. or subject am person to discrimination under am program or activity funded in %%hole or in part %%ith CDBG funds. 21. Entire Agreement This Aareernent contains the entire Agreement of the parties %%ith respect to the subject matter hereof. and supersedes all prior negotiations, understandings. or agreements. I his Agreement ma% onl% be modified by a writing signed b) buth parties. Page 13 of 21 22. Severability The invalidity in whole or in part ol' ani proN inions of this Agreement shall not %oid or affect the %alidit% of the other prox inions of this Agreement. 21. Governing l,aw This agreement shall he governed h -v and construed in accordance with the la%%s of the State of California. 24. No Third Party Rights No third par(N shall he deemed to ha%e am rights hereunder against either Pam a, a result of this agreement. 25. «aiver No %%aiver of any default shall constitute a «ai%er of am other default or breach. %-.hether of the same or other covenant or condition. \o waiver, benetit, privilege. or sen ice -*oluntaril} given or performed b% a Pam_ shall give the other Pam am contractual rights b% custom. estoppel. or other%%ise. Page 14 of 21 26. Prohibited Interests: Conflicts of Interest 26.1. Consultant covenants that it present1v has no interest and shall not acquire am interest. direct or indirect. v\hich may be affected b\ the Services. or v\hich \would conflict in am manner \with the performance of the Services. Consultant further covenants that. in pertormance of this .Agreement. no person having an such interest shall be emplo\ed b\ it. Furthermore. Consultant shall avoid the appearance of haying anv interest. which v%ould conflict in an\ manner "ith the performance of the Sen ices. Consultant shall not accept anN employment or representation during the term of this Agreement vwhich is or ma\ likel\ make Consultant "financially interested" las provided in California Go\ernment Code §§ 1090 and 87100) in am decision made by City on any matter in connection "ith "hick Consultant has been retained. 26.2. Consultant further maintains and v\arrants that it has not emplo}ed or retained an} person or entity. other than a bona fide emplo\ce %working solel\ for Consultant. to solicit or secure this Agreement. Further. Consultant "arrants that it has not paid nor has it agreed to pay am person or entity. other than a bona tide employee \working o solely for Cnsultant. am fee. commission. percentage. brokerage fee. gift or other consideration contingent upon or resulting from the avward or making of this Agreement. t port am breach or violation of this v\arranty. City shall have the right. at tis sole and absolute discretion. to terminate this Agreement v%ithout further liability. or to deduct from am sums pa}able to Consultant hereunder the full amount or value of any such fee. commission. percentage or gift. 26.3. Consultant %warrants and maintains that it has no knot', ledge that any officer or employee of City has any interest. vwttether contractual. non -contractual. tinancial. proprietary. or othcrvwise. in this transaction or in the business of Consultant. and that if any such 'interest comes to the kno%%ledge of Consultant at am time during the term of this Agreement. Consultant shall immediately make a complete. \\ritten disclosure of such interest to Cite. even it' such interest v\ould not be deemed a prohibited "conflict of interest" under applicable la\%s as described in this subsection. 27. Attorneys' Fees If either Pam commences an action against the other Party, either legal. administrative or otherwise. arising out of or in connection with this Agreement. the prevailing Part\ in such litigation shall he entitled to have and recover from the losinv- Pam all of its attorne>'s fees and other costs incurred in connection vw ith such action. 28. Exhibits All exhibits referenced in this .Agreement are hereby incorporated into the Agreement as if set torth in full herein. In the event of any material discrepancy between the terms of an\ Page 15 o1'21 exhibit so incorporated and the terms of this :Agreement. the term: of this Agreement shall control. 29. Corporate Authorith The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said part, and that by his or her execution. the Consultant is formally bound to the pro% isions of this Agreement. IN WII'\I S WHERF-A . the Parties hereto. through their respective authorized representatives have executed this Agreement as of the date and sear first above %%ritten. CITY nF SFAL BERCI I Calit'ornia (corporation ,—, it B,: A By 1VI R. Ingram. Cite Gloria U. Hiirkr, Cit Approved as to t Bv: Craig A. Steele. Cite Attorney CO\SL:LTA\T: CIV'IC'S I ONE. INC. a Name: klo 4ue diner Eliason 11tkU0 ts: Chv n r Corporate Secretary Pace 16 of 21 SCOPE OF SERVICES & FEE SCIIED(ITE LEISURE WORLD GRANT ADMINISTRATION O%eniew C'i%icStone,*%ill o%ersee the da% to da% operations of the leisure \korld Cirant:'Administration b\ assisting applicants interested in participating in the Program. coordinating contract execution. facilitating and monitoring rehabilitation projects. file management, and reporting. At the beginning of each fiscal \ear of funding. Ci\ icStone also updates contractor pricing and prepares a marketing outreach strategy including preparing thers and ad\ertising. Once the ad\ertising period is o\er. Ci\ icStonc coordinates the lottery dra\\ ing and selection process. PHASE SCOPE OF SERVICES Initial Contact I his phase includes the initial contact H ith the applicant, answering an} questions on the phone as %%ell as preparing and mailing out an application package. Application This phase occurs once the application is returned. It includes Review re\ ie%% ing and undem%ritine the application based upon the program guidelines. It includes requesting additional information and.'or %%orking with applicants to properly complete the application. If an applicant meets the approval guidelines. then an appro\al letter and necessary rehabilitation agreements %rill he prepared for applicant signature. Initial In this phase the rehabilitation agreements are sent to contractors Inspection and homeo\,\ner for signature. This phase %%ill also include taking exact measurements of %%ork to be done along H ith it �%ork bid %\rite -up and price estimate. A construction start date is also scheduled %\ ith the homeo\%ner. Payment Once construction is completed. UiricStone rerie\\s contractor Inspection & invoices and %\ork bid %%rite -ups, prepares cscro%\ disbursement Project for payment to contractors, prepares \\ai\cr release forms and Completion mails them to the applicants. releases payment to contractor and manages the applicant tile. Page 17 of 21 PHASE SCOPE OF SERVICES Reimbursement Prepare Appendix "A" reports for each applicant. Work on GPR Request report for month end reimbursement. Prepare an invoice tier the Counts Coordinate final file management documents. ['0110" up on count\ reimbursement pa\ mcnt. Coordinate additional funds from the Chit) for program. Manage a comprehenske program database. C'i%icStone %%III bill the Cit\ on a monthl% basis and submit a detailed. line item invoice based upon an hourly tee schedule indicated below, plus reimbursable expenses. I he billing rates are as Ibl lo�� s: q Monique Eliason: $110 per hour Prniert ('i-w-irdin:4Inr• ORi ru-r hroir Q Construction Specialist S85 per hour \ote: Reimbursement costs %% Ill only be billed for copies. postage costs, and mileage. Parr 18 of 21 EXHIBIT K TERMS FOR COMPLIANCE MITA CALIFORNIA LABOR LAW REQ IREMENTS I. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Di%ision '_. fart 7. Chapter 1 (commencing %%ith Section 17?0) of the California Labor Code ("Chapter I-). Further, Consultant acknov%lcdgcs that this Agreement is subject to (a) Chapter 1 and Ib) the rules and regulations established b% the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Sertiices that are "public works". Consultant shall comply %%ith and be bound by all the terms. rules and regulations described in l(a)and l(b) as though set forth in full herein. '_. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California labor Code Section 1725.5, and has provided proof of registration to Cit} prior to the Effective Date of this Agreement. Consultant shall not perform work with am subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered %%ith DIR at any time during the duration of the project. Consultant shall immediately notih Uity. 4. Pursuant to Labor Code Section 1771.4. Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773., copies of the prevailing rate of per diem wages fir each craft. classification, or type of worker needed to perform the Agreement are on file at C'it% Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages. and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound b% the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wales. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day. or portion thereof. for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by am subcontractor. 7. Consultant 4hall cornply with and be bound by the pro% isions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjurv, as specified in Section 1776. certih and Page 19 of21 make such pa}roll records a%ailable ti)r inspection as pro%idcd h,, Section 1776: and inti-,rm Citti of the location of the records. 8. Consultant shall compl% kith and be bound b} the pro%isions of Labor Code Sections 1777.5. 1777.6 and 1777.7 and California Code of Regulations. I itle 8. Section 200 et seq. concerning the emploNment of apprentices on public %corks projects. Consultant shall he responsible for compliance v%ith these aforementioned Sections tier all apprenticeahle occupations. Prior to commencing «ork under this ,Agreement. Consultant shall provide City v%ith a copy of the information submitted to am applicable apprenticeship program. Within 60 days after concluding %%ork pursuant to this Agreement. Consultant and each of its subcontractors shall submit to Cit% a verified statement of the journe%man and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with an% Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or am other federal or state lavk prodding for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor ('ode Section 1777.1 or an} other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration ofthe project. Consultant shall immediatcl% notify City. 10. Consultant acknovk ledges that eight hours labor constitutes a legal daN 's v%ork. Consultant shall compl% %%ith and he hound b% Labor Code Section 1810. Consultant shall complN v,,ith and be bound by the provisions of Labor Code Section 1813 concerning penalties for V%orkers who work excess hours. Consultant shall, as a penaltN to Cit%. forfeit S25.00 for each worker emploNed in the performance of this Agreement b% Consultant or b% any subcontractor for each calendar dad during Hhich such worker is required or permitted to work more than eight hours in at» one calendar da\ and 40 hours in am one calendar week in violation of the provisions of Di% ision 2. Part 7, Chapter I, Article 3 of the Labor Code. Pursuant to I abor Code Section 1815, %%ork performed M emplo}ees of Consultant in excess of eight hours per da%, and 40 hours during am one week shall he permitted upon public %cork upon compensation for all hours worked in excess of eight hours per da\ at not less than one and one-half times the basic rate of pa}. H. California Labor ('ode Sections 1860 and 3700 provide that c%en emplo}er will be required to secure the pa}ment of compensation to its emplo\ees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereto certifies as follov\s: "I am aware of the provisions of Section 3700 of the Labor Code «hich require ever\ emplo\er to be insured against liability for workers compensation or to undertake self-insurance in accordance v\ith the provisions of that code, and I will comply v%ith such provisions before commencing the performance of the work of this contract.' 12. For eery subcontractor who will perform work on the pro*ect. Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 Page 20 of 21 and 3700, and Consultant shall include in the %%ritten contract bemeen it and each subcontractor a cop} of those statutor} pro% isions and a requirement that each subcontractor shall comph w ith those statutor} pro% isions. Consultant shall be required to take all actions necessarN to enforce such contractual pro%isions and ensure subcontractor's compliance. including %%ithout limitation. conducting a periodic re%ie%% of the certified pa%roll records of the subcontractor and upon becoming a%%are of the failure of the subcontractor to paN his or her %%orkers the specified pre%ailing rate of %%ages. Consultant shall diligentic take corrective action to halt or rectitN am failure. 13. To the maximum extent permitted b} law. Consultant shall indemnife. hold harmless and defend (at Consultant's expense %%ith counsel reasonable acceptable to Cit} ) Cit%. its officials. officers, emploeces. agents and independent contractors sen ine in the role of Cit} officials. and volunteers from and against am demand or claim for damages. compensation. fines. penalties or other amounts arising out of or incidental to an} acts or omissions listed above by am person or entit} (including Consultant. its subcontractors. and each of their officials, officers. employees and agents) in connection Hith am work undertaken or in connection «ith the Agreement. including %%ithout limitation the payment of all consequential damages. attorneys' fees. and other related costs and expenses. All duties of Consultant under this Section shall sun iye the termination of the Agreement. Nee 21 of 21 / A`oR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD/YYYY) 04/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kosich Insurance Agency, Inc.PHONE 3435 Mt. Diablo Blvd., Ste 300 CONTACT NAME: Kenneth R KOsich FAX AIC No Ext: (925) 284-3911 A1C No: (925) 284-3919 E-MAIL ADDRESS: corp@kosich.com Lafayette CA 94549 INSURER(S) AFFORDING COVERAGE NAICN INSURERA:United States Liability Ins CO 25895 INSURED (909) 885-0229 Civicstone, Inc. INSURERS: Sentinel Insurance Cc 11000 EACH OCCURRENCE $ 1,000,000 INSURER C : INSURER D: 4195 Chino Hills Pkwy # 267 INSURER E: Chino Hills CA 91709 INSURER F: DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 COVERAGES CERTIFICATE NUMBER: Cert ID 5040 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MOWS EFF EXP MAOAIUDD LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 1 7X OCCUR Y Y 57SEAGO8135 03/16/2019 03/16/2020 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 11000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X PRO POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 BODILY INJURY (Per person) $ BANY AUTO 57SBAGQ8135 03/16/2019j03/16/2020 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED K AUTOS ONLY X AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Errors and Omissions SP1013849K 09/07/2018 09/07/2019 Each Claim jg 11000,000 Aggregate $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach, its employees, representatives, officers and agents are included as additional insureds for General Liability as required by written contract per the attached endorsement form, SS00080405. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerk's Office ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1