HomeMy WebLinkAbout*AGMT - ITF & Associates •
City of Seal Beach
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DATE (yyyy- mm- dd)::00°1- 02-.2(p Initials: Ae
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Vendor /Company Name: IT F g, A SSOC IA T Es, ( N- •
vvi Revlev- e lop men•t A n en c./
Project Description: Sur TYati (er PaY are-ev L?el f A
Term: 2009— 02 — 23 2.001 014, —30
Other Comments:
RDA
_2C Meeting Date: 2001 02 -
Resolution Number: 01 02.
Agenda Item: 3
PROFESSIONAL SERVICES AGREEMENT
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Redevelopment Agency of the
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
ITF & Associates, Inc.
11278 Los Alamitos Blvd., #354
Los Alamitos, CA 90720
(800) 797 -9483
This Professional Service Agreement ( "the Agreement ") is made as of February 23, 2009 (the
"Effective Date "), by and between ITF & Associates, Inc., ( "Consultant "), a California
Corporation, and the Redevelopment Agency of the City of Seal Beach ( "Agency "),
(collectively, "the Parties ").
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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, 2009 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 $20,000. 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.
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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. Yefim "Jeff' Tsalyuk 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
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To Consultant: ITF & Associates, Inc.
Attn: Yefim "Jeff' Tsalyuk
11278 Los Alamitos Blvd., #354
Los Alamitos, CA 90720
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
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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
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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.
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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.
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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: By: 11
David Carmany, Name: / efim "Jeff' Tsalyuk
Executive Director Its:
Attest: By:
Name:
By: _Lik'.LJ' -.. ILA/ i Its:
Linda Devine,
Agency Secretary
Approved as to Form:
By:
Quinn Barrow,
Legal Counsel
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