HomeMy Public PortalAboutAgreement_2020-08-01 to 2021-07-01_Avant Garde, Inc_CDBG and Home Program ManagementAGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
AVANT GARDE, INC.,
a California corporation
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
AVANT GARDE, INC.
This Agreement for Services ("Agreement") is entered into as of this 1st day of August, 2020 by
and between the City of Temple City, a municipal corporation ("City") and Avant Garde, Inc., a California
corporation ("Service Provider"). City and Service Provider are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought performances of the services defined and described particularly in
Section 2 of this Agreement.
B. Service Provider, following the submission of a proposal for the performance of the
services defined and described particularly in Section 2 of this Agreement, was selected by the City to
perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to enter into this
Services Agreement and the City Manager has authority to execute this Agreement.
D. The Parties desire to formalize the selection of Service Provider for performance of those
services defined and described particularly in Section 2 of this Agreement and desire that the terms of
that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained here and other consideration, the value and adequacy of which are hereby
acknowledged, the Parties agree as follows:
1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term
of this Agreement commences on the date first ascribed above and terminates on July 1, 2021.
2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services Service Provider agrees to perform the services set forth in Exhibit
"A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this
reference.
(b) Schedule of Performance The Services shall be completed pursuant to the schedule
specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the
Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole
discretion, may choose not to enforce the Default provisions of this Agreement and may instead
allow Service Provider to continue performing the Services.
3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection with its
performance of this Agreement that are in addition to or outside of the Services unless such additional
services are authorized in advance and in writing in accordance with Section 26 "Administration and
Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is
authorized, such additional work shall be deemed to be part of the Services.
4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider
the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this
reference. The total compensation, including reimbursement for actual expenses, shall not
exceed twenty-four thousand nine hundred and ninety-nine dollars ($24,999), unless additional
compensation is approved in writing in accordance with Section 26 "Administration and
Implementation" or Section 28 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month. The invoice shall detail charges by the
following categories: labor (by sub -category), travel, materials, equipment, supplies, and
subcontractor contracts. Subcontractor charges shall be detailed by the following categories:
labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a)
and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials
being paid as a lump sum), the labor category in each invoice shall include detailed descriptions
of task performed and the amount of time incurred for or allocated to that task. City shall
independently review each invoice submitted by the Service Provider to determine whether the
work performed and expenses incurred are in compliance with the provisions of this Agreement.
In the event that no charges or expenses are disputed, the invoice shall be approved and paid
according to the terms set forth in subsection (c). In the event any charges or expenses are
disputed by City, the original invoice shall be returned by City to Service Provider for correction
and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Service Provider
which are disputed by City, City will use its best efforts to cause Service Provider to be paid
within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Service Provider.
5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this Agreement,
either during performance or when completed. City shall reject or finally accept Service Provider's work
within sixty (60) days after submitted to City. City shall reject work by a timely written explanation,
otherwise Service Provider's work shall be deemed to have been accepted. City's acceptance shall be
conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as
amount to fraud. Acceptance of any of Service Provider's work by City shall not constitute a waiver of
any of the provisions of this Agreement including, but not limited to, Section 16 "Indemnification" and
Section 17 "Insurance."
6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files and other documents prepared, developed or discovered by Service
Provider in the course of providing the Services pursuant to this Agreement shall become the sole
property of City and may be used, reused or otherwise disposed of by City without the permission of
the Service Provider. Upon completion, expiration or termination of this Agreement, Service Provider
shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or
other documents prepared, developed or discovered by Service Provider in the course of providing the
Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9
"Standard of Performance" of this Agreement shall not extend to such use of the maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records demonstrating or
relating to Service Provider's performance of the Services. Service Provider shall maintain any
and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or
records evidencing or relating to work, services, expenditures and disbursements charged to
City pursuant to this Agreement. Any and all such documents or records shall be maintained in
accordance with generally accepted accounting principles and shall be sufficiently complete and
detailed so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be maintained for
three (3) years from the date of execution of this Agreement and to the extent required by laws
relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this section shall
be made available for inspection, audit and copying, at any time during regular business hours,
upon request by City or its designated representative. Copies of such documents or records
shall be provided directly to the City for inspection, audit and copying when it is practical to do
so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall
be made available at Service Provider's address indicated for receipt of notices in this
Agreement.
(c) Where City has reason to believe that any of the documents or records required to be
maintained pursuant to this section may be lost or discarded due to dissolution or termination of
Service Provider's business, City may, by written request, require that custody of such
documents or records be given to the City. Access to such documents and records shall be
granted to City, as well as to its successors -in -interest and authorized representatives.
8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent contractor and not
an officer, employee or agent of City. Service Provider shall have no authority to bind City in
any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City,
whether by contract or otherwise, unless such authority is expressly conferred under this
Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of Service
Provider shall at all times be under Service Provider's exclusive direction and control. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Service Provider or any of Service Provider's officers,
employees, or agents except as set forth in this Agreement. Service Provider shall not at any
time or in any manner represent that Service Provider or any of Service Provider's officers,
employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees or agents,
shall obtain any rights to retirement, health care or any other benefits which may otherwise
accrue to City's employees. Service Provider expressly waives any claim Service Provider may
have to any such rights.
9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications, experience and facilities
necessary to properly perform the Services required under this Agreement in a thorough, competent
and professional manner. Service Provider shall at all times faithfully, competently and to the best of
its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement,
Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service Provider under this
Agreement. In addition to the general standards of performance set forth this section, additional specific
standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that
shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict
between a general and a specific standard of performance or performance criteria, the specific standard
or criteria shall prevail over the general.
10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Service Provider shall keep itself informed of and comply with all applicable federal, state and
local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this
Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary
to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards,
officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any
failure of Service Provider to comply with this section.
11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage laws do not
apply to this Agreement because the Agreement does not involve any of the following services subject
to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder:
Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities,
streets or sewers done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of construction
including, but not limited to, inspection and land surveying work.
12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or
marital status in connection with or related to the performance of this Agreement.
13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sag , as amended, and in connection therewith,
shall not employ unauthorized aliens as defined therein. Should Service Provider so employ such
unauthorized aliens for the performance of the Services, and should the any liability or sanctions be
imposed against City for such use of unauthorized aliens, Service Provider hereby agrees to and shall
reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs,
including attorneys' fees, incurred by City.
14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Service Provider's performance of the
Services. Service Provider further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Service Provider agrees
to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the
interests of City in the performance of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the date of execution
of this Agreement, independently involved in the performance of non -related services for other
governmental agencies and private parties. Service Provider is unaware of any stated position
of City relative to such projects. Any future position of City on such projects shall not be
considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Service Provider will, perform non -related
services for other governmental agencies and private Parties following the completion of the
Services under this Agreement. Any such future service shall not be considered a conflict of
interest for purposes of this section.
15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in performance of
this Agreement shall be considered confidential, unless such information is in the public domain
or already known to Service Provider. Service Provider shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the City Manager, except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall not, without prior
written authorization from the City Manager or unless requested by the City Attorney of City,
voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered "voluntary" provided Service
Provider gives City notice of such court order or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider,
provides any information or work product in violation of this Agreement, then City shall have the
right to reimbursement and indemnity from Service Provider for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Service Provider
or be present at any deposition, hearing or similar proceeding. Service Provider agrees to
cooperate fully with City and to provide City with the opportunity to review any response to
discovery requests provided by Service Provider. However, this right to review any such
response does not imply or mean the right by City to control, direct, or rewrite said response.
16. INDEMNIFICATION.
(a) Indemnification for Professional I lability Where the law establishes a professional
standard of care for Service Provider's services, to the fullest extent permitted by law, Service Provider
shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and
agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses
or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court
costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in
any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Service
Provider, or by any individual or entity for which Service Provider is legally liable, including but not
limited to officers, agents, employees or sub -contractors of Service Provider, in the performance of
professional services under this Agreement.
(b) Indemnification for Other than Professional Liability Other than in the performance of
professional services and to the full extent permitted by law, Service Provider shall indemnify, protect,
defend and hold harmless City, and any and all of its employees, officials and agents from and against
any liability (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness
fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or
in part, the performance of this Agreement by Service Provider or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees or sub-
contractors of Service Provider.
(c) Indemnification from Subcontractors Service Provider agrees to obtain executed
indemnity agreements with provisions identical to those set forth in this section from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of Service Provider in the
performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event
Service Provider fails to obtain such indemnity obligations from others as required herein, Service
Provider agrees to be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in no way act as
a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is
binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this
Agreement or this section.
(d) Limitation of Indemnification Notwithstanding any provision of this section to the
contrary, design professionals are required to defend and indemnify the City only to the extent permitted
by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to licensed
architects, licensed landscape architects, registered professional engineers, professional land
surveyors, and the business entities that offer such services in accordance with the applicable
provisions of the California Business and Professions Code.
(e) City's Negligence The provisions of this section do not apply to claims occurring as a
result of City's sole negligence. The provisions of this section shall not release City from liability arising
from gross negligence or willful acts or omissions of City or any and all of its officials, employees and
agents.
17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement.
All insurance policies shall be subject to approval by City as to form and content. These requirements
are subject to amendment or waiver if so approved in writing by the City Manager. Service Provider
agrees to provide City with copies of required policies upon request.
18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities who will
fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition
of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this
Agreement or the performance of any of Service Provider's duties or obligations under this Agreement
without the prior written consent of the City. Any attempted assignment shall be ineffective, null and
void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at
law or in equity, including termination of this Agreement pursuant to Section 20 "Termination of
Agreement." City acknowledges, however, that Service Provider, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and continuity of
Service Provider's staff and subcontractors, if any, assigned to perform the Services. Service Provider
shall notify City of any changes in Service Provider's staff and sub -contractors, if any, assigned to
perform the Services prior to and during any such performance.
20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30)
days written notice of termination to Service Provider. In the event such notice is given, Service
Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Service Provider, or City may
terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all property
belonging exclusively to City which is in Service Provider's possession shall be returned to City.
Service Provider shall furnish to City a final invoice for work performed and expenses incurred
by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment"
of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth
in Section 4 "Compensation and Method of Payment" of this Agreement.
21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Service Provider for any work performed after
the date of default. Instead, the City may give notice to Service Provider of the default and the reasons
for the default. The notice shall include the timeframe in which Service Provider may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during
the period of default. If Service Provider does not cure the default, the City may take necessary steps
to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of
the City to give notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Service Provider.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state
or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and
unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any
delays due to such causes.
23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as
public records, and which are necessary for carrying out the Services shall be furnished to Service
Provider in every reasonable way to facilitate, without undue delay, the Services to be performed under
this Agreement.
24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall
be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt
requested, addressed as follows:
To City:
To Service Provider:
City of Temple City
Attn: Bryan Cook, City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Avant Garde, Inc.
Attn: Lissette Montoya, Vice President
3670 W. Temple Ave., Ste. 278
Pomona, CA 91768
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or,
if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service
Provider to the performance of its obligations hereunder.
26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue interpretations and to
make amendments to this Agreement, including amendments that commit additional funds, consistent
with Section 28 "Amendment" and the City Manager's contracting authority under the Temple City
Municipal Code.
27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the Parties.
28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and
approved by the Service Provider and by the City. The City Manager shall have the authority to approve
any amendment to this Agreement if the total compensation under this Agreement, as amended, would
not exceed the City Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement
shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any
breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a
waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City
of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State
of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively
in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall
lie exclusively in the Central District of California, in Los Angeles.
31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this
Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of
reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be
entitled.
32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final
and exclusive expression of the Parties with respect to the matters addressed therein and supersedes
all other agreements or understandings, whether oral or written, or entered into between Service
Provider and City prior to the execution of this Agreement. No statements, representations or other
agreements, whether oral or written, made by any Party which are not embodied herein shall be valid
and binding.
33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement
shall not be affected thereby and the Agreement shall be read and construed without the invalid, void
or unenforceable provision(s).
34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any
Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the
terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and
year first -above written.
CITY OF TEMPLE CITY
ryan Cook, City Manager
ATTEST: APPROVED AS TO FORM:
/5---
Peggy KP-e-y
ty Clerk
g I la 1o7-0
SERVICE PROVIDER:
BY• 7 el
ssette Montoya, Vice President
Greghy, City orney
(2nd signature required if Corporation, Incorporation or Limited Liability Corporation)
By.
Ana'Marie LeNoue, President
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY.
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of l is Avnetes
On 1vc Z9 / 2U7it) before me, (W2 G[Yt t\I\ N*-o, ?itb\tc
(irisert name and title of the officer)
personally appeared `,terse Ut`YI-hr
who proved to me on the basis of satisfactory evidence to be the person(s)'whose name(s) is/arc
subscribed to the within instrument and acknowledged to me that lie/she/they executed the same in
his/her/thcir authorized capacity(tes); and that by his/her/their signaturejfa'J on the instrument the
person(%), or the entity upon behalf of which the persone(s)'acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature Q,/,4M, ✓I/1.in ` l� (Seal)
• MEGAN M. LE MOUE
Notary Public - California
Los Angeles County
y Comm, Epares a. 2021
Commission w 2211430 E
by
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of I/oagl2{QL )
On Ttn% 2-61 , W"YD before me, W\:Mai t 1NOivli.Rbttc-
' " `' (i sert name and title of the officer
personally appeared �oL W\Lkn2.- OuC
who proved to me on the basis of satisfactory evidence to be the person/4 whose named is/are
subscribed to the within instrument and acknowledged to me that he/she/they-executed the same in
his/her/ti-reirauthorized capacity(ies), and that byIais/her/their° signature(s)'on the instrument the
personjsj, or the entity upon behalf of which the person($acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
MEGAN M. LE MOUE
Notary Public - California
Los Angeles County F
Commission a 2291430
My Comm. Eaoires hr 4. 2023
EXHIBIT "A"
SCOPE OF SERVICES
Service Provider shall provide the following on -call services:
1. Program Management
a. Strategic planning
b. Policy and procedure development
c. Program implementation
d. Staff augmentation
e. Labor compliance
f. Housing production and management
2. Community Outreach
a. Community mobilization
b. Public input meetings
c. Public and media relations
d. Outreach materials
a Multilingual outreach
f. Government affairs
g. Research and analysis
h. Special event planning
3. Fund Administration and Grant Services
a. Fiscal budget management
b. Fund administration
c. Grant writing: coordination and administration
d. Construction coordination
e. CDBG and HOME program management
f. Needs assessment
g. Project funding development and identification
h. Public/private partnerships
All services shall be provided on a project -by -project basis with scope, timelines and
deliverables agreed upon first and in writing by both parties.
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EXHIBIT "B"
COMPENSATION
Service Provider shall provide services in accordance with the attached fee schedule on
a project -by -project basis. All project -related costs shall not exceed a cumulative total of
$24,999 during the term of this Agreement.
Costs shall include all out-of-pocket expenses, i.e.,
• Costs of copying, printing, reproduction, and sales tax.
• Costs of telecommunications, facsimile, and postage and delivery services.
• Subconsultant and other professional services.
• Travel expenses including airfare, parking, and mileage (at the IRS mileage
reimbursement rate).
• Fees related to business licenses and insurance documents, as required by this
Agreement.
City shall compensate Service Provider for services provided under Exhibit "A" upon the
submission of a valid invoice, which is to be prepared pursuant to Section 4 of this
Agreement.
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Service Provider Fee Schedule
(price per hour)
Program Director $130
Program Manager $110
Senior Program Coordinator $95
Program Coordinator $85
Program Assistant $75
EXHIBIT "C"
INSURANCE
A. Insurance Requirements Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall
provide the following scope and limits of insurance:
1. Minimum Scope of Insurance Coverage shall be at least as broad
as:
Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
Automobile Liability Service provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles.
Workers' Compensation Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) iabiht Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written
on a "claims made" basis, and must include coverage for contractual liability.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date, continuity date, or retroactive date must be before the effective
date of this agreement and Service Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
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1. Minimum Limits of Insurance Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General I iability $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile I iability No less than $1,000,000 combined
single limit for each accident.
(3) Workers' Compensation Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional I iability $1,000,000 per claim and in the
aggregate.
B. Other Provisions Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. fommerrial General I iability and Automobile Liability Cover-ges
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to
a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits
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than the minimums shown above, the Agency requires and shall be entitled to coverage
for the higher limits maintained by the Vendor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by Service Provider shall be primary and
any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1 Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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