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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY
AND
THE RAMSAY GROUP
This Agreement for Professional Consulting Services (“Agreement”) is entered into as of November 9, 2022 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City”) and The Ramsay Group , a research and planning firm located in Valencia, California , (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by request for proposals, the performance of the services defined and described particularly in Section 2 of this Agreement.
B. Consultant, 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. Consultant was selected by the City on the basis of Consultant ’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.
D. Pursuant to the City of Cathedral City’s Municipal Code, City has authority to enter into this Professional Services Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Consultant 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.
a) Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for twelve months commencing on the Effective Date with a provision for two one-year extensions. - 2 -
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. a) Scope of Services. Consultant agrees to perform the services set forth in Exhibit “A” “Scope of Work” (hereinafter, the “Services”) and made a part of this Agr eement by this reference.
b) Schedule of Performance . The Services sh all be completed purs uant to the schedule specified in the individual Task Order. Should the Services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Defau lt of this Agreement. The C ity, in its sole discretion, may choose n ot to enforce the Def ault provisions of this Agreement and may instead allow Consultant to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
a) Consultant 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 25 “Administration and Implementation” or Section 27 “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) S ubject to any limitations set forth in this Agreement, City agrees to pay Consultant the hourly rates specified in Exhi bit “B” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Fifty Thousand Dollars per year ($50,000/year) , without prior approval in writing from the City. In no event shall the total compensation paid over the initial Term of the Agreement exceed Fifty Thousand Dollars per year ($50,000/year), unless additional compensation is approved in writing in accordance Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement. If and when such work is authorized, such additional work shall be deeme d to be part of the services.
b) Each month Consultant shall furnish to City a separate, original invoice for all work performed and expenses incurred during the preceding month. The invoices shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor Professional contracts. Sub-contractor Professional invoices shall be detailed in the same manner as Consultant invoice. City shall independently review each invoice submitted by the Consultant 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 origina l invoice shall be returned by City to Consultant for correction and resubmissio n. - 3 -
c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City wi ll use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
a) City may in spect and accept or r eject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be con clusive as to such work except with res pect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, bu t n ot limited to, Section 15 “Indemnifi cation” and Section 16 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.
a) All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of p roviding 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 Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City al l such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
b) 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 Consultant in the course of providi ng the Services purs uant to this Agreement, Consultant’s guarantees and warranties in Section 9 “Standard of Performance; Familiarity With Work” of this Agreement shall not extend to such use of the maps, mod els, designs, drawings, photographs, st udies, surveys, repo rts, data, notes, computer files, files or other documents.
SECTION 7. CONSULTANT'S BOOKS AND RECORDS.
a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant 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 Agr eement. Any and all such documents or records shall be maintained in accordance with gene rally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services - 4 -
provided by Consultant pursuant to th is 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 ext ent required by laws relating to audits of pu blic agencies and their expenditures.
b) Any and all records or documents required to be maintained pursuant to this section shall b e made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its desi gnated 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 b e made available at Consultant’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 secti on may be lost or discarded due to d issolution or termination of Consultant’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) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant 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 Consultant shall at all times be under Consultant’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 Consultant or any of Consultant’s officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. c) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, healt h care or any other benefits which m ay otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. a) Consultant 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. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Ser vices. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, - 5 -
generally accepted standards and practices utilized by persons engaged in providin g services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. 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 Consultant’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.
b) Consultant warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, diffic ulties and restrictions attending perfo rmance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE L AWS; PERMITS AND LICENSES.
a) Consultant 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. Consultant 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 Consultant to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
a) It is the understanding of City and Consultant 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 pur suant to the Cal ifornia Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair of work performed on public buildings, facilities , streets or s ewers done under contract and pai d in whole or in part out of public funds. In this cont ext, “construction” includes work performed during the design and pre construction phases of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
a) Consultant 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 connecti on with or related to the performance of this Agreement.
SECTION 13. CONFLICTS OF INTEREST.
a) Consultant covenants that neither it, nor any officer or pr incipal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the - 6 -
interests of City or which would in any way hinder Consultant’s pe rformance of the Services. Consultant further covenants that in the performance of thi s 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. Consultant 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 may determine that Consultant must disclose its financial interests b y completing and filing a Fair Political Practices Commission Form 70 0, Statement of Economic Interests. If such a determination is made, Consultant shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request.
c) City understands and acknowledges that Consultant 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. Consultant is unaware of any stated position of City relative to such projec ts. Any future posit ion of City on such projects shall not be considered a conflict of interest for purposes of this section. d) City understands a nd acknowledges that Consultant 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 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose an y 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) Consultant, 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 interrogatori es or other information concerning the work perfo rmed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. d) Consultant shall promptly notify City should Consultant, its officers, em ployees, agents or subcontractors be s erved with any summo ns, 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 - 7 -
the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be p resent at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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 15. INDEMNIFICATION.
a) Indemnification Consultant. As provided und er Civil Code Section 2782.8, Consultant 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 claims. actions and proceedings (whether at law or equity, administrative or judicial), dem ands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of pr ofessional services under this Agreement, with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and Des ign Professionals, and Consultant, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. b) Indemnification from Subcontractors . Consultant agrees to obtain exec uted indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of thi s Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant 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 Consultant and shall survive the termination of this Agreement or this section.
c) 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.
SECTION 16. INSURANCE.
a) Consultant 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 - 8 -
by the City Manager. Consultant agrees to provide City with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
a) The expertise and experience of Consultant are material considera tions for this Agreement. City has an int erest in the qualifi cations and capability of the persons and entities who will fulfill th e duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer thi s Agreement or any p ortion of this Agreement or the performance of an y of Consultant’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 mate rial breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
a) Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontract ors, if any, assigned to perform the Services.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 19. 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 Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to a ny other remedies, e ither Consultant, or City may terminate this Agreement immediately upon written notice. d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, 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 20. DEFAULT.
a) In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work - 9 -
performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed wi th 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 Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 “Termination of Agreement.” An y failure on the part of the City to give notice of the Consultant’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 21. EXCUSABLE DELAYS.
a) Consultant 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 Consultant. 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 22. COOPERATION BY CITY.
a) All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessar y for carrying out the Services shall be furnished to Consultant in every reasonable way to facilitate, without undue delay , the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing, addressed as follows:
To City: City of Cathedral City
Attn: Charlie P. McClendon
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Consultant: The Ramsay Group
Attn: Darrell Stamps
23800 Garland Court
Valencia, CA 91354
Notice shall be deemed effective on the date 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.
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SECTION 24. AUTHORITY TO EXECUTE.
a) The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION. a) 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 27 “Amendment” and the City Manager’s contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
a) This Agreement shall be bindin g upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 27. AMENDMENT.
a) No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant 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 Cathedral 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 28. WAIVER.
a) 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 s ervices by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
a) 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 Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of Califo rnia, in Riverside.
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SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES. a) 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 31. ENTIRE AGREEMENT.
a) This Agreement, including the attached Exhibits "A" th rough " C", i s the en tire, complete, final and exclusive expression of the Parties with res pect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to th e ex ecution 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 32. SEVERABILITY.
a) If any term, condition or covenant of this Agreement is declared or determined by any court of competent jur isdiction to be inval id, 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 33. CONFLICTING TERMS.
a) 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 CATHEDRAL CITY THE RAMSAY GROUP
__________________________ ___________________________
Charles P. McClendon Darrell Stamps
City Manager Managing Partner
ATTEST: ___________________________
Veda Ramsay
Managing Partner
___________________________
Tracey R. Hermosillo, CMC
City Clerk
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APPROVED AS TO FORM
___________________________
Eric S. Vail
City Attorney
NOTE: CONSULTANT’S SIGNATURES SHAL L BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCOR PORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S
BUSINESS ENTITY.
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2020 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on the basis of satisfactory ev idence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(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 of Notary Public
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) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
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
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2020 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me o n 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 he/she/they executed the same in his/her/their authorize d capacity(ies), and that by his/her/t heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(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 of Notary Public
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) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
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
A-1
EXHIBIT "A"
SCOPE OF SERVICES
8 3. SCOPE OF WORK
Overall understanding of the Project
The above-assigned personnel will serve as a temporary extension of the City of Cathedral City staff, bringing new insights, strategies and management that can be used by the City to ensure the successful administration of the CDBG program. We will ensure daily coordination with the City and ensure seamless transfer of information. We will also provide monthly reports on the program’s progress and make staff available for departmental meetings or public presentations.
OVERALL ADMINISTRATION ASSISTANCE
The Ramsay Group’s program administration/project implementation shall include, but not be limited to: conducting HUD/NEPA environmental review(s); coordinating with funding agencies; developing and administering agency contract(s); requesting, tracking and managing program funds in compliance with program guidelines; developing required public record systems; preparing for and assisting with agency audits and site visits; Davis-Bacon record- keeping requirements; any acquisition or Uniform Relocation Act compliance; any bid/contract grant requirements; technical support on any other requirements or criteria for implementation; developing appropriate agency reports, schedules and certifications; coordinating and conducting any required community and public inp ut meetings; providing agency reports; and developing any annual and closeout agency submissions.
TRG shall, as authorized, undertake the necessary management, data- gathering, analysis and reporting necessary to ensure the City complies with all Federal, State and Local regulations and requirements associated with effective implementation, management, and oversight of the City’s CDBG Program. At a minimum, TRG will provide the following activities.
A. General consultation, assistance and/or recommendations to the City of Cathedral City CDBG Administrative Staff (and its subcontractors/sub-recipients if requested) in matters relating to the administration and execution of its Community Development Block Grant (CDBG) Program, including project planning, implementation services, and quarterly project activity reporting.
B. Provide assistance with updates to the IDIS system to ensure all projects include required activity descriptions, locations, and beneficiaries
C. Provide assistance in the preparation of a system of reporting and recordkeeping that includes the quarterly updating of data in the IDIS and the establishment and maintenance of activity records sufficient to demonstrate that each activity meets the regulatory requirements of the CDBG program
D. Meet as needed with the staff of the Office of Community Development to review program progress and program regulations.
E. Provide assistance in compiling eligibility documentation in accordance with HUD regulations for funded projects, including National Objective determinations and assistance with determining the level of environmental review required for each project/activity (which shall include assistance in preparing an Environmental Review Record (ERR).
F. Provide assistance in preparing for the Department of Housing & Urban Development program monitoring of CDBG projects.
G. Preparation and Successful Submission of the Consolidated Annual P erformance and Evaluation Report (CAPER). TRG will submit the CAPER to the U.S. Department of Housing and 9 Urban Development (HUD) within 90 days of the end of the City’s program year as required.
The CAPER will be prepared using the eCon Planning Suite and in accordance with CFR Part 91 and related HUD directives titled Consolidated Annual Performance and Evaluation Reporting for Entitlement Grantees.
I
DIS MAINTENANCE
The Ramsay Group will assist staff in setting up and maintaining CDBG project information on the Integrated Disbursement and Information System (IDIS). IDIS maintenance will occur as requested by City each year, with a minimum of quarterly to update accomplishments and create drawdown vouchers. General technical assistance will be provided as requested. TRG will provide assistance with updates to the IDIS system to ensure all projects include required activity descriptions, locations, and beneficiaries. Tasks will include, but not limited to, the following:
• A
ctivity set- up new and maintenance of activity status
• Enter and maintain project/activity accomplishments
• Report generation
• Activity funding as requested by City staff
• Set up draw-down vouchers as requested by City staff
• Create Program Income receipts
• Clean up IDIS information as needed
• Provision of technical assistance to City staff on HUD program administration and reporting requirements
• Monitoring of programs and files for eligibility
• File set-up and closeout
• Application Review and income eligibility determination • Provide sub-recipient monitoring
• Provide staff training as requested
• Provide annual affordable housing monitoring
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EXHIBIT "B"
COMPENSATION
SCHEDULE OF COMPENSATION
FEE SCHEDULE
TRG will provide the necessary services in the amount not to exceed a total of $50,000 annually. The Agreement will be for one year with the provision for two one-year extensions. This amount will include all out-of-pocket incidental costs, such as mailings, use of databases, telephone, printing, travel and other expenses. The hourly rate is calculated at $95 based on an estimated average amount of consulting/work hours of 15 hours a week per month. Except as otherwise provided on the Agreement, TRG will invoice charges for professional services once a month at its hourly rate of $95/hour. The capped not-to-exceed amount (fee) includes all work to be undertaken as necessary to satisfy all obligations within the Scope of Services.
EXHIBIT "C"
INSURANCE
A. Insurance Co verages. Consultant shall provide and maintain insurance, acceptable to the City, in full force and ef fect 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 Consultant, its agents, representatives or employees. Consultant shall procure and maintain the follo wing scope and limits of insurance:
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Consultant and City against liability or claims of liability which may arise out of this Agreeme nt in the amount of one million dollars ($1,00 0,000) per occurrence a nd subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same min imum for eac h person, in an amount n ot less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers’ Compensation Insurance: Workers’ Compensation ins urance that includes a minimum of one million dollars ($1,000,000) of employers’ liability coverage.
Consultant shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective e lected of ficials, offic ers, employees, agents and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Consultant participating under this Agreement, Consultant is to defend and indemnify the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to the Consultant’s profession in an amount not less than one million dollars $1,000,000 per occurrence. This co verage may be written on a “cl aims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to b e applicable to clai ms based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Consultant’s services or
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the termination of this Agreement. During this additional three (3) year period, Consultant shall annually an d upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:
1. All Coverages.
a. 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 limi ts except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance i s to be placed with insu rers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers, officials, and empl oyees and vo lunteers are to be cover ed as additional ins ureds as respects:
liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or autom obiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protect ion afforded to City, and their respective elected and appointed officers, officials, or employees.
b. Consultant’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Consultant’s insurance.
c. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, e xcept with respect to the limits of the insurer's liability.
d. 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.
e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents.
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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 Consultant.
C. Other Requirements. Consultant 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 Consultant furnish City with copies of original endorsements effecting coverage required by this E xhibit “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. Consultant shall furnish certificates and endorsements from each sub- contractor identical to those Consultant 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 elimina te such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees a nd volunteers, or the Consultant 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 Consultant’s liability here under nor to fulfill the indemnification provisions and requirements of this Agreement.