Loading...
HomeMy WebLinkAboutAGMT - Civicstone Inc. (CDBG Leisure World Program) PROFESSIONAL SERVICES AGREEMENT Between -�F SEA/ " '�4 tW 09.47,S.;g0 *1 cotri • ►49 �Q 'a OUNTY C)_- City of Seal Beach 211 8th Street Seal Beach. CA 90740 CivicStone, Inc. 4195 Chino Hills Parkway, #267 Chino Hills, CA 91709 (909) 364-9000 This Professional Service Agreement ("the Agreement") is made as of 'JiA1\ 2015 (the "Effective Date"), by and between CivicStone, Inc. ("Consultant"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, ("Party" or. collectively, "the Parties"). Error! Unknown document property name. RECITALS A. City desires certain professional services as specified herein. B. Consultant represents that it is qualified and able to provide City 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 shall provide those services ("Services"), set forth in the attached Exhibit A. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall 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 City. 1.3. In performing this Agreement. Consultant shall 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 City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions at a cost not to exceed a cumulative amount of $10,000. Payment for additional work costing more than $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue until June 30. 2018 unless previously terminated as provided by this Agreement. 2.1 City, at its sole option, may extend the term of this Agreement once under the same terms and conditions for a period of up to one year by providing written notice of such extension to Consultant prior to the expiration of the initial term. 3.0 Consultant's Compensation In consideration of the performance of the Services set forth in Exhibit A. City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for 2 of 10 Error! Unknown document property name. • • Services but in no event will City pay more than the amount budgeted for such services under Account Number 067-081-44000 in City's budget. If an increase in funds is required in Account Number 067-081-44000 to maintain the desired level of service to City, a budget amendment must be approved prior to exceeding the budgeted amount. Any additional work authorized by City pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall 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. City will pay Consultant within 3Q days of receiving Consultant's invoice. City 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 at least 24 hours' written notice from City, Consultant shall allow City or City'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. City'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 City, with or 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 City 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 City Manager is City's representative for purposes of this Agreement. 6.2. Monique M. Eliason is Consultant's primary representative for purposes of this Agreement. 3 of 10 Error! Unknown document property name. • • 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 United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: CivicStone, Inc. 4195 Chino Hills Parkway #267 Chino Hills, CA 91709 Attn: Monique M. Eliason 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 City. 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 City 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 City and its elected officials, officers, employees, servants. designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims: costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4 of 10 Error! Unknown document property name. • • 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to 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:Vlll, licensed to do business in California, and satisfactory to City. Coverage shall 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); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 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; (2) Automobile Liability: S1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except 5 of 10 Error! Unknown document property name. • • after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its directors, officials, officers, (3) coverage shall be primary insurance as respects City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its directors, officials, officers, employees, agents and volunteers shall be excess of Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that City, 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 Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that City, 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 Consultant or for which Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its directors, officials, officers. employees, agents, and volunteers; or (2) 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 To the full extent permitted by law, Consultant shall defend, indemnify, and hold City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") 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, except for such loss or damage arising from the sole negligence or willful misconduct of City. 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 shall defend Indemnitees with counsel of 6 of 10 Error! Unknown document property name. • • Indemnitees' choice, at Consultant's full cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall not have the right to settle or compromise any claim, action, lawsuit or proceeding hereunder without the consent of City, which shall not be unreasonably withheld if such settlement includes a full waiver and release of all claims against Indemnitees. Consultant shall reimburse City 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 Consultant, City, its directors, officials, officers, employees, agents or volunteers. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 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 shall 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 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 Workers' 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, including Exhibits, may only be modified by a writing signed by both Parties. 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. 7of10 Error! Unknown document property name. • • 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; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity. other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage. or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20,3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest conies to the knowledge of Consultant at any time during the term of this Agreement. Consultant shall immediately make a complete, written disclosure of such interest to City, even if 8 of 10 Error! Unknown document property name. • • such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this subsection. - 21.0 Attorneys' Fees If either Party commences an action against the other Party, 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 attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event 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. 23.0 Corporate Authority 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 Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT ir9 By: •;1 _ • 111 'it BY: Vv\Akl t ,' , i'V` L'o'ts% ,. Ingram, City Meer Monique NM\Eliason ATTEST: By: �b 4`--I�v (`U'A By: Y Tina Knapp. City C -rk i APPROVED c 0 j'•M: - By: Cr' A. Steele, Interim City Attorney 9 of 10 Error! Unknown document property name. • • Exhibit A 10 of 10 Error! Unknown document property name. • • EXHIBIT"A" SCOPE OF SERVICES& FEE SCHEDULE LEISURE WORLD GRANT ADMINISTRATION Overview CivicStone will oversee the day to day operations of the Leisure World Grant Administration by 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 year of funding, CivicStone also updates contractor pricing and prepares a marketing outreach strategy including preparing flyers and advertising. Once the advertising period is over, CivicStone coordinates the selection process. PHASE NAME SCOPE OF SERVICES Initial Contact This phase includes the initial contact with the applicant, 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 includes Review 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 an approval letter and necessary rehabilitation agreements will be prepared for applicant signature. Initial In this phase the rehabilitation agreements are sent to contractors Inspection and homeowner for signature. This phase will also include taking exact measurements of work to be done along with a work bid write up and price estimate. A construction start date is also scheduled with the homeowner. Payment Once construction is completed, CivicStone reviews contractor Inspection & invoices and work bid write ups, prepares payment authorization form Project for payment to contractors, prepares notice of completion forms for Completion the applicants, releases payment to contractor, prepares waiver release forms and manages the applicant file. Reimbursement Prepares Appendix "A" reports for each applicant. Prepares GPR Request report for each month end reimbursement. Prepare an invoice and back-up documentation for the County. Coordinates final file management documents. Follows up on county reimbursement • • payments. Prepares a comprehensive monthly status report for the City and County. Manages a comprehensive program database. Note: 1. Reimbursement costs will only be billed for copies, postage costs, and mileage. 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 not to exceed $60,000 per year. The billing rates are as follows: Adam Eliason: $110 per hour Project Coordinator: $85 per hour Construction Specialist $85 per hour AMENDED PROFESSIONAL SERVICES AGREEMENT between * S '54 5 @; ,p coUI2 4 4; 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 Amended Professional Service Agreement ( "the Agreement ") is made as of March 9, 2009 (the "Approval Date "), by and between CivicStone, Inc. ( "Consultant "), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City 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 Authority. 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 City authorizes such work in advance and in writing. The City 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 City Council authorization. 2.0 Term This term of this Agreement shall commence as of July 1, 2008, the Effective Date, and shall continue until June 30, 2012 unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the City 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 City, a budget amendment must be approved prior to exceeding the budgeted amount. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the rate schedule set forth in Exhibit A. 1 of 7 S7296-0001 \ 1077600v4. doc 4.0 Method of Payment 4.1. Consultant must submit to City 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. City will pay Consultant within 30 days of receiving Consultant's invoice. City 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 City, Consultant must allow City or City'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. City'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 City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than thirty 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City 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 City Manager is the City'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 City: City of Seal Beach Attn: City Manager 211 Eighth Street Seal Beach, California 90740 2 of 7 57296- 0001 \I 077600v4.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 City. 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 City 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 City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city 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. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City 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 City. Consultant is fully responsible to City 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 City. 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 City that Consultant has secured all insurance required under this Section. Consultant must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates 3 of 7 S7296- 0001 \1077600v4.doc • • • 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 City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City 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 City. 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 City 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 City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage must be primary insurance as respects the City, 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 City, 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 City, 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 City, 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 City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond 4 of 7 57296 -0001\ 1077600v4.doc • • 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 City, 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 City 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 City, 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. 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. 5 of 7 57296- 0001A1077600v4.doc • • 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, City has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, 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 S7296 -0001\ 1077600v4.doc • • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT By: <34 By�����.r David Carmany, City Manager Name: Adam Eliason Attest: Its: - By: . _ /.i.. ' Linda Devine, City Clerk • ■,. a - _ Approved as to Form: Name: ,4.,. a . E:,..c+hs- J (� Its: c-VQ B dr , Quinn Barrow, City Attorney 7 of 7 S7296 -0001 \1 077600v4.doc • • EXHIBIT "A" SCOPE OF SERVICES & FEE SCHEDULE LEISURE WORLD GRANT ADMINISTRATION Overview CivicStone will oversee the day to day operations of the Leisure World Grant Administration by 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 year of funding, CivicStone also updates contractor pricing and prepares a marketing outreach strategy including preparing flyers and advertising. Once the advertising period is over, CivicStone coordinates the lottery drawing and selection process. PHASE SCOPE OF SERVICES Initial Contact This phase includes the initial contact with the applicant, 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 an approval letter and necessary rehabilitation agreements will be prepared for applicant signature. Initial In this phase the rehabilitation agreements are sent to Inspection contractors and homeowner for signature. This phase will also include taking exact measurements of work to be done along with a work bid write up and price estimate. A construction start date is also scheduled with the homeowner. Payment Once construction is completed, CivicStone reviews Inspection & contractor invoices and work bid write ups, prepares Project escrow disbursement for payment to contractors, prepare Completion waiver release forms and mails them to the applicants, releases payment to contractor and manages the applicant file. • • `PHASE N SCOPE OF SERVICES Reimbursement Prepare Appendix "A" reports for each applicant. Work Request on GPR report for month end reimbursement. Prepare an invoice for the County. Coordinate final file management documents. Follow up on county reimbursement payment. Coordinate additional funds from the City for program. Manage a comprehensive program database. Note: Reimbursement costs will only be billed for copies, postage costs, and mileage. Fee Schedule CivicStone will bill the City 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