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HomeMy WebLinkAboutAGMT - Civicstone Inc. (Redevelopment Agency Home Improvement Prog) • • PROFESSIONAL SERVICES AGREEMENT between F ! i ;.SE ‘1‘. I 2 �Og I ,\�PPORgT� 00, - of o ¢f y. C Q f ' 4 C F R2 'Or - , �� c0 GP�- ........... - Redevelopment Agency of the City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 CivicStone, Inc. 4091 Riverside Drive, Suite 217 Chino, CA 91710 (909) 885-0229 This Professional Service Agreement ( "the Agreement") is made as of February 23, 2009 (the "Effective Date "), by and between CivicStone, Inc. ( "Consultant "), a California Corporation, and the Redevelopment Agency of the City of Seal Beach ( "Agency "), (collectively, "the Parties "). RECITALS A. Agency desires certain professional services. B. Consultant represents that it is qualified and able to provide Agency with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant must provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement must control. 1.2. Consultant must perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Agency. 1.3. In performing this Agreement, Consultant must comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the Agency authorizes such work in advance and in writing. The Agency Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior Agency authorization. 2.0 Term • This term of this Agreement shall commence as of the Effective Date and shall continue until June 30, 2012 unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation Agency will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the Agency pay more than the amount budgeted for such services under Account Number 067 - 081 -44000 in the City's Budget. If an increase in funds is required in Account Number 067 - 081- 44000'to maintain the desired level of service to the Agency, a budget amendment must be approved prior to exceeding the budgeted amount. Any additional work authorized by the Agency pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit A. l of 7 . S7296- 0001 \1077600v4.doc • • 41 4.0 Method of Payment 4.1. Consultant must submit to Agency monthly invoices for all services rendered pursuant to his Agreement. Such invoices must be submitted within 15 days of the end of the month during which the services were rendered and must describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. Agency will pay Consultant within 30 days of receiving Consultant's invoice. Agency will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 hours notice from Agency, Consultant must allow Agency or Agency'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 by Consultant in connection with this Agreement. Agency's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by Agency, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by Agency upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Executive Director is the Agency's representative for purposes of this Agreement. 6.2. Adam B. Eliason is the Consultant's sole representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To Agency: Redevelopment Agency of the City of Seal Beach Attn: Executive Director 211 Eighth Street Seal Beach, California 90740 2 of 7 • 57296- 0001 \1077600v4.doc To Consultant: CivicStone, Inc. Attn: Adam Eliason 4091 Riverside Drive, Suite 217 Chino, CA 91710 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent contractor 8.1. Consultant is an independent contractor and not an employee of the Agency. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services 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, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless Agency and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of Agency or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's alleged violations of personnel practices. Agency shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Agency from Consultant as a result of Consultant's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section 8. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the Agency. Consultant is fully responsible to Agency for the performance of any and all subcontractors. 10.0 Assignment Consultant must not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of Agency. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant must not commence work under this Agreement until it has provided evidence satisfactory to the Agency that Consultant has secured all insurance required under this Section. Consultant must furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the 3of7 S7296 -0001 \1 077600v4.doc • Agency. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided by the Agency if requested. All certificates and endorsements must be received and approved by the Agency before work commences. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant must, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Agency. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Consultant must maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury 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 separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 11.3. The insurance policies must contain the following provisions, or Consultant must provide endorsements on forms supplied or approved by the Agency to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the Agency; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Agency, its directors, officials, officers, (3) coverage must be primary insurance as respects the Agency, 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 underlying coverage and that any insurance or self - insurance maintained by the Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and must not be called upon to contribute with it; (4) for general liability insurance, that the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the Agency, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self - insured retentions must be declared to and approved by the Agency. Consultant guarantees that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the Agency, its 4 of 7 S7296- 0001 \1077600v4.doc • • 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. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant must indemnify, and hold the Agency, its officials, officers, employees, volunteers and agents (collectively "Indemnities ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant must defend Indemnitees, at Consultant's own cost, expense, and risk, and must pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant must reimburse Agency and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this, Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 5 of 7 57296- 0001 \1077600v4.doe • 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Agency has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21.0 Attorneys' Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party all of its attorney's fees and other costs incurred in connection with such action. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the even of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 6 of 7 57296 -0001 \1 077600v4.doc li • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. REDEVELOPMENT AGENCY OF THE CONSULTANT CITY OF SEAL BEACH By: _ J By: David Carmany, Name: Adam Eliason Executive Director Its: tc ec-a T Attest: BY• Name: } t-:- e,...) By: I As. ._ !Ii. Its: Gov Linda Devine, Agency Secretary Approved as to Form: By: G tzt— Quinn Barrow, Legal Counsel 7of7 57296- 0001 \1077600v4.doe • • EXHIBIT "A" Scope of Services & Fee Schedule HOME IMPROVEMENT PROGRAM Overview CivicStone will oversee the day to day operations of the Home Improvement Program by assisting applicants interested in participating in the Program, coordinating contract execution, facilitating and monitoring rehabilitation projects, file management, and reporting. PHASE SCOPE OF SERVICES Initial This phase includes the initial contact with the applicant, Contact answering any questions on the phone as well as preparing and mailing out an application package. Application This phase occurs once the application is returned. It Review includes reviewing and underwriting the application based upon the program guidelines. It includes requesting additional information and/or working with applicants to properly complete the application. If an applicant meets the approval guidelines, then the necessary grant/loan documents will be prepared for applicant signature. Inspection This phase includes meeting with the homeowner and Report coordinating and preparing a detailed Scope of Work with line item details of construction and estimated pricing. The Scope of Work without pricing is prepared and sent to interested contractors to bid the project. "Before" photos are also taken of the project. Contractor In this phase a Bid Package will be sent to general Selection contractors selected by the applicant. This will also include verifying contractor eligibility according to the Program Guidelines. Once the general contractors have responded, CivicStone will work with the applicant to select a general contractor. CivicStone will also prepare all of the necessary paperwork between the contractor and applicant that is required before a Notice to Proceed will be issued. Pre- This Phase will provide a pre-construction conference to be Construction held at the applicant's home between CivicStone, the Conference applicant, and the general contractor. The Scope of Work is reviewed in the final form and expectations and timelines are discussed. • • PHASE SCOPE OF SERVICES (Continued) Progress During the course of construction, the general contractor will Payments submit a request for payment for all or partial work completed. Requests for payment will be prepared, inspected, verified, and submitted to the City for payment to the general contractor. Usually 2-4 Progress Payments are made depending on the amount of work approved. Project Final inspection of the property will be completed. Upon Completion inspection approval by the applicant and CivicStone, a Notice of Completion will be issued. All applicant information will be updated into a paper file as well as a computer database. "After" photos will be included into the file. Scope of Work The Scope of Work document, used by the general contractors to bid projects, plays an integral role in the success of the entire program. If the Scope of Work document is unclear and left to interpretation, everyone is unhappy. The homeowner is unhappy because they didn't get what they thought they should. The general contractor is unhappy because the homeowner won't release payments and complains all the time. The consultant is unhappy because they are always playing referee between the homeowner and the general contractor, and the City is unhappy because everyone is complaining. The CivicStone Scope of Work document is thorough and addresses key areas that are common misinterpretation traps. The Scope of Work document includes: 1. a floor plan of the home; 2. a summary and comprehensive narrative of the work to be completed; 3. photos of the home; 4. suggested permits needed; 5. quality and quantity of materials; 6. and in some cases instructions regarding the proper installation. We at CivicStone have found that this kind of attention to detail ensures a smooth operating program. • • Fee Schedule CivicStone will bill the Agency on a monthly basis and submit a detailed, line item invoice based upon an hourly fee schedule indicated below, plus reimbursable expenses. The billing rates are as follows: ❑ Adam Eliason: $110 per hour ❑ Project Coordinator: $85 per hour ❑ Construction Specialist $85 per hour Note: Reimbursement costs will only be billed for copies, notary fees, postage costs, and mileage.