HomeMy Public PortalAboutAgreement_2018-01-05_The Lew Edwards GroupAGREEMENT FOR SERVICES
BY AND BETWEEN
THE CITY OF TEMPLE CITY,
A MUNICIPAL CORPORATION
THE LEW EDWARDS GROUP
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
THE LEW EDWARDS GROUP
This Agreement for Services ("Agreement") is entered into as of this 5th day of
January, 2018 by and between the City of Temple City, a municipal corporation ("City") and
The Lew Edwards Group, 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, by direct negotiation, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following 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:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for three (3) months commencing on the date
first ascribed above.
SECTION 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.
SECTION 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.
SECTION 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 fifteen thousand dollars ($15,000.00), 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
include detailed descriptions of task performed. 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.
SECTION 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
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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."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All Final Work Products 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 Final Work Product documents. Service Provider's working notes or draft are
specifically excluded from this provision.
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
Providers 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.
SECTION 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
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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.
SECTION 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.
SECTION 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.
SECTION 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.
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.
SECTION 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.
SECTION 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 sec., 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.
SECTION 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
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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.
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 admiss-
ions 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.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. 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 -Service
Providers 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
attomeys' 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 -Service Providers 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
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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.
SECTION 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.
SECTION 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 that 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.
SECTION 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 -Service Providers, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 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 fails 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
ZZ
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.
SECTION 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.
SECTION 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.
SECTION 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.
SECTION 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:
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To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: The Lew Edwards Group
Attention: Catherine Lew
P.O. Box 21215
Oakland, CA 94620
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.
SECTION 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.
SECTION 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.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 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.
SECTION 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 Parry of any breach of the provisions of this Agreement shall not constitute a waiver
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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.
SECTION 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.
SECTION 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.
SECTION 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.
SECTION 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).
SECTION 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.
ATTEST:
P �
Peggy Kuo v I
City Clerk 2- — ('0
CITY OF TEMPLE CITY
Bryan Cook
City Manager
(2"d signature required if Corporation, Incorporation or Limited Liability
Corporation)
CONTRACTOR:
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,
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A notary public or other officer completing this certificate verges 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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA (n )
COUNTY OF L-QS-AWAEL 4Naw\_ d )
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who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that ha4he/they executed
the same in his1h r/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
2ARINA RATH-0-0 entity upon behalf of which the person(s) acted, executed the
WaryPuENc • California instrument.
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My comm. Ex fres Sep 27.2020 State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney -In -Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
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EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
The Lew Edwards Group will provide the following Scope of Work:
Preparation, Research and Background
• Review archival information about the City, past issues and past opinion research.
• Conduct media audit of city -related issues in the current public arena.
• Conduct review of recent election trends and current voter demographics within the
City.
• Review archival information pertaining to LEG Best Practices in other Charter
Amendment projects.
• Conduct Kickoff teleconference with City to understand project objectives and share
Best Practices for similar projects.
Strategic Advice and Communications Services
• Add value to ballot measure documents (resolution and ballot question) and staff
report.
• Develop a Communications Suite of informational materials (such as website copy,
opinion leader letter, text for bill inserts, FAQ, Sticky QAs, talking points and other
collaterals as needed).
• Participate in one teleconference meeting with City Staff to review recommended
messaging materials.
• Make one round of revisions to messaging materials, and transmit to City.
• Conduct one Telephonic Message Training Update to City Staff.
Legal advice or services is expressly not within Consultant's Scope of Work-
A-]
EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
A. $15,000 for all of the Services
II. The total compensation for the Services shall not exceed $15,000.00, as
provided in Section 4 "Compensation and Method of Payment' of this Agreement.
ME
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:
as:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
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) Liability. 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
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coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. 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 Employers Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $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. Commercial General Liability and Automobile Liability Coverages.
(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 Providers insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurers liability.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
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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 Service Provider maintains
higher limits than the minimums shown above, the Agency requires and shall be entitled
to coverage for the higher limits maintained by the Service Provider. 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 the 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
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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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