1 AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
HR GREEN PACIFIC, INC.
FOR ON CALL LAND DEVELOPMENT ENGINEERING AND PLAN CHECK
CONSULTING SERVICES
This Agreement for Services (“Agreement”) is entered into as of March 22, 2023 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City”) and HR Green Pacific, Inc., a Californi a Corporation (“Service Provider”). City and Service Provider are sometimes hereinafte r individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by request for qua lifications, the per formance of the services defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submi ssion of a proposal for the performance of the services defined and described particula rly in Section 2 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Cathedral 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 th e selection of Service Provider for performance of those services defined and descr ibed 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 prom ises 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 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for six (6) months commencing on the Effective Date with an option to extend th e Agreement for one (1) additional six (6) month term.
SECT
ION 2. SCOPE OF SERVIC ES & 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 Performanc e. 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 Prov ider shall be deemed to be in Default of this Agreement.
The City, in its sole discreti on, may choose not to enforce t he 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 wo rk rendered in connection with its performance of this Ag reement 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) 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 reim bursement for actual expenses, shall not exceed Ninety Four Thousand Dollars and 00/100 Cents ($94,000.00) per six months, unless additional compensation is approved in writing in accordance with Section 25 “ Administration and Im plementation” or Section 27 “Amendment” of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all work performed and expens es incurred during t he preceding month. The invoice shall detail char ges by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compens ation 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 eac h 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 invo ice submitted by the Servic e Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreemen t. In the event that no char ges 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. 2 3
(c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by City, City will us e 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 fo r 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 co mpleted. City shall reject or finally accept Service Provider’s work within sixty (60) days after s ubmitted to City. City shall reject work by a timely written explanation, otherwise Service Provid er’s work shall be deemed to have been accepted. Cit y’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 15 “Indemnification” and Section 16 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, dr awings, photographs, studies, surveys, reports, data, notes, co mputer 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 Cit y without the permission of t he 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, photogr aphs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Service Provider in the course of providin g the Services pursuant to this Agreement, Service Provider’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, models, designs, drawings, photographs, studi es, surveys, reports, data, notes, computer files, files or other documents.
SECTION 7. SERVICE PROVID ER'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 ledge rs, books of account, invoices, vouchers,
4 canceled checks, or other documents or re cords evidencing or relating to work, services, expenditures and disbur sements 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 a ccurate evaluation of the services provided by Service Provider pursuant to this Agreement. Any and a ll 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 repres entative. Copies of such documents or records shall be provi ded directly to the City for inspection, audit and copying when it is practical to do so; ot herwise, 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 gr anted 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 in cur 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 Servic es 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 c ontrol over the conduct of Service Provider or any of Service Provider’s officers, employees, or agents except as set fort h 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.
5 SECTION 9. STANDARD OF PERFORM ANCE; FAMILIARITY WITH WORK. (a) Service Provider represents that it has the qualificatio ns, knowledge, skill and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and pr ofessional manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar lo cality. Service Provider shall at all times competently perform all Services. In meet ing its obligations under this Agreement, Service Provider shall employ, at a mi nimum, 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, addi tional specific standards of performance and performance criteria may be set forth in Exhibi t “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 perfo rmance criteria, the specific standard or criteria shall prevail over the general. (b) Service Provider warrants that (1) it has thoroughly investigated and considered the work to be per formed, (2) it has investigat ed 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, difficulties and restrictions attending performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH A PPLICABLE LAWS; PERMITS AND LICENSES.
Service Provider shall keep itself in formed 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. Servic e Provider shall obtai n 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.
SECTION 11. PREVAI LING WAGE LAWS
It is the understanding of City and Service Provider that Calif ornia prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to preva iling 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.
6 Service Provider shall not discriminate, in any way, in the employment of persons to perform the Services in vi olation of any federal or stat e law prohibiting discrimination in employment, including based on the race, religious creed, colo r, national origin, ancestry, physical disability, mental disab ility, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, se xual orientation, of any person, except as provided under California Government Code section 12940.
SECTION 13. CONFLI CTS 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 Cit y or which would in any way hinder Service Provider’s performance of the Services. Service Pr ovider further cove nants that in the performance of this Agreement, no person havi ng 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 may determine that Service Prov ider must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interest s. If such a determination is made, Service Provider 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 Service Provider is, as of the date of execution of this Agreement, indepen dently involved in the performance of non- related services for other governmental agenc ies 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.
(d) City understands and acknowledges t hat Service Provider will perform non-related services for other governmental agencies and private Parties following the completion of the Services under this Agreem ent. Any such future service shall not be considered a conflict of interest for purposes of this section.
SECTION 14. CONFIDENTIAL INFORM ATION; 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 alr eady known to Service Provider. Service Provider shall not release or disclose any such information or work product to persons or entities other than City wit hout prior written authorizat ion from the City Manager, except as may be required by law.
7 (b) Service Provider, its officers, em ployees, 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 office r, 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, in cluding attorney’s 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, in terrogatories, 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.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Liab ility. Where the law establishes a professional standard of care for Service Pr ovider’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, employ ees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, re gulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense cost s, and expert witness fees ) arise out of, are a consequence of, or are in any way attributabl e to, in whole or in part, any negligent or wrongful act, error or omission of Service Pr ovider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or subcontractors of Service Provider, in t he performance of professional services under this Agreement.
(b) Indemnification for Other than Profe ssional 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 agains t any liability (including liability for claims, suits, actions, arbitration proceedi ngs, administrative proceedings, regulatory
8 proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a c onsequence of, or are in any way attributable to, in whole or in part, t he 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 subcontractors of Service Provider.
(c) Indemnification from S ub-Service Providers. Se rvice Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every sub-Service Provider or any other person or entity involved by, for, with or on behalf of Service Provi der in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obl igations from others as required herein, Service Provider agrees to be fully responsibl e 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 Indemnifica tion. Notwithstanding any provision of this section to the contrary, design professionals are r equired 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, reckle ssness, or willful misconduct of the design professional. The term “design professional,” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architec ts, registered profe ssional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the Califor nia Business and Professions Code.
(e) City’s Negligence. The provisions of this sect ion 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 aris ing from gross negligence or willf ul acts or omissions of City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
Service Provider agrees to obtain and mainta in in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and
9 made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirement s are subject to amendment or waiver if so approved in writing by t he City Manager. Service Provi der agrees to provide City with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Prov ider are material considerations for this Agreement. City has an in terest in the qualifications and capability of the persons and entities who will fulfill the duties and obl igations 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 un der this Agreement wit hout the prior written consent of the City. Any attempted assignm ent shall be ineffectiv e, 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 19 “Termination of Agreement.” City acknowledges, however, that Service Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reas onable 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 subcontractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 19. TERMINAT ION OF AGREEMENT.
(a) City may terminate this Agreement, wit h or without cause, at any time by giving thirty (30) days written notice of te rmination to Service Pr ovider. In the event such notice is given, Service Provider shall cease immediately all work in progress. (b) Service Provider may terminate th is 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 Provi der, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be
10 reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 20. 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 def ault. 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, t hough 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 Se rvice Provider does not cure the default, the City may take nece ssary steps to terminate this Agreement under Section 19 “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 21. EXCUSABLE DELAYS.
Service Provider shall not be liable fo r damages, including liquidated damages, if any, caused by delay in performance or fa ilure 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 gove rnments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be e quitably adjusted for any delays due to such causes.
SECTION 22. 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 Provi der 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 gi ven under this Agreement shall be in writing and shall be personally delivered, or s ent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
11 To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Service Provider: HR Green Pacific, Inc.
Attn: George A. Wentz
1260 Corona Pointe Court
Corona, CA 92879
Notice shall be deemed effective on the dat e personally delivered or transmitted by facsimile or, if mailed, th ree (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 24. 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 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representativ e. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent wit h Section 27 “Amendm ent” and the City Manager’s contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Se rvice Provider and by the Cit y. 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 M unicipal Code. All other amendments shall be approved by the City Council. T he Parties agree that the requirement for written modifications canno t be waived and that any attempted waiver shall be void.
SECTION 28. WAIVER.
12 Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other te rm, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provisi on 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 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of Californi a. In the event of litigatio n between the Parties, venue in state trial courts shall lie excl usively in the County of Riversi de, California. In the event of litigation in a U.S. District Court, venue sha ll lie exclusively in the Central District of California, in Riverside.
SECTION 30. 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 ot her 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.
This Agreement, including the attached Ex hibits "A" through "C", is the entire, complete, to final and exclusive expression of the Parties with re spect to the matters addressed therein and supersedes all other agreements or underst andings, whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No stat ements, representations or ot her agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be in valid, void or unenforceable, the remaining provisions of this Agreem ent shall not be affected ther eby, and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CON FLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with t he terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
13 IN WITNESS WHEREOF , the Parties hereto have exec uted this Agreement on the date and year first-above written.
CITY OF CATHEDRAL CITY Service Provider
__________________________ _______________________
Charles P. McClendon By:________________________
City Manager Its: ________________________
ATTEST: ___________________________
By:____________ ____________
Its:________________________
___________________________
Tracey R. Hermosillo, CMC
City Clerk
APPROVED AS TO FORM
___________________________
Eric S. Vail
City Attorney
NOTE: SERVICE PROVIDER’S SIGNAT URES 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.
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 )
COUNTY OF RIVERSIDE )
On ____________________, 2023, 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 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 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 ____________________, 2023, 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 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 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-1
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
Service Provider will provide On-call Land Development Engineering and Plan Check Services as described in their proposal submitted on March 13, 2023, attached.
44651 Village Court | Suite 123
Palm Desert, CA 92260
Main 760.250.6722+ Fax 713.965.0044
H R G R E E N . C O M
March 13, 2023
John Corella l Director of Public Works
City of Cathedral City
68-700 Avenida Lalo Guerrero I Cathedral City, CA 92234 email to: [email protected] Subject: On-call Land Development Engineering and Plan Check Services Dear John,
HR Green Pacific, Inc. (HR Green) will provide an experienced team to provide land development engineering support and additional plan check services for entitlement and review of private development projects for Cathedral City. We propose to accomplish this through a team of on-site and remote engineering staff familiar with the City’s requirements that can move projects quickly and efficiently through the Engineering Division of Public Works. Tim Jonasson, PE will be the Project Manager and provide oversight of all assigned staff and will be available for any questions from staff or developers as needed. Carolina Fernandez, EIT will perform the majority of in-house processing and conditioning of projects with support from offsite engineering staff.
PROPOSED PROJECT SCOPE OF SERVICES / APPROACH
Efficient, transparent processing of private development projects that maintains the high standards of the City of Cathedral City is paramount and will be the main objective of HR Green’s land development entitlement and review services. HR Green’s local experience with development review in the Coachella Valley combined with our staff’s ability to work alongside City staff will provide a seamless workflow for the development community. If needed, HR Green can also provide seasoned map checking and public works inspection to complement the City’s land development engineering services.
More specifically, HR Green’s services will include:
1. In-house and remote entitlement review and permit processing of all assigned private development projects. HR Green will work initially at city hall to fully understand the City’s review processes and develop plan review check lists as needed. Once support services are established HR Green will transition to a combination of in-house and remote staffing to prepare conditions of development for both entitlement and permitting of private development projects. Our Project Manager, Tim Jonasson, will be available to meet with staff and/or developers to review conditions with 24 hours’ notice as needed.
2. Additional engineering plan check services. HR Green will augment the City’s plan check services as needed for engineering plans (grading, drainage, street improvement, etc.) for private development projects. Turnaround times will match or exceed the City’s requirements and follow the City’s plan review checklists.
3. Optional map checking and City Surveyor services. If requested, HR Green and its subcontractor will provide map checking and City Surveyor services as needed for private development projects.
4. Optional public works inspection services. If requested, HR Green will provide public works inspector(s) for field review to make certain private development projects are constructed in accordance with approved plans and City standards.
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EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the Services:
Service Provider will provide On-ca ll Land Development Engineering and Plan Check Services in accordance with the fee proposal included within their proposal submitted on March 13, 2023, attached.
John Corella
March 13, 2023
PROPOSED FEE
HR Green proposes the following tasks and deliverable schedule of services:
LAND DEVELOPMENT ENGINEERING AND PLAN CHECK SERVICES
Service Rate/Estimated Hours 6 Month
Budget
1.0 Entitlement processing and
preparation of conditions of
development
Associate Engineer @ $180/hr - In person up to 8
hours per week and remote 4 hours per week for
total of 12 hours/week first three weeks. In person
and/or remotely as needed up to 8 hours/week
thereafter
Project Manager @ $235/hr - In person up to 4
hours per week and available remotely at hourly
rate as needed
$64,000.00
2.0 Additional Engineering Plan
Check Support
Improvement plans = 75% of City fee
Grading plans = 85% of City fee
Other fixed fee projects (survey, etc.) = 85% of
City fee
Reports = hourly rates given below.
$30,000.00
Total $94,000.00*
*Six month not-to-exceed budget of $94,000.00 may be extended by six months for an additional $94,000.00 in accordance with the terms of the contract.
Optional Services
Map Check and City Surveyor - $210/hour
Public Works Inspection
Prevailing Wage - $155/hour
Non-Prevailing Wage - $140/hour
If you have any questions or require additional information, please contact Tim Jonasson at 760.250.6722 or [email protected].
Sincerely,
HR GREEN PACIFIC, INC.
Timothy R. Jonasson, PE Timothy J. Hartnett
Project Manager Vice-President
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EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Pr ovider 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. Servic e Provider shall procure and maintain the following 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 Service Provider and City against liability or claims of liability which may arise out of this Agreement in the am ount of one million dolla rs ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as In surance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the sc ope of coverage for either insured vs. additional insured claims or contra ctual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insur ance in an amount not less than $1,000,000 for injuries, including acciden tal death, to any one person, and subject to the same minimum for each person, in an amount not less t han one million dollars ($1,000,000) for each accident, and property dam age 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 le ss than $2,000,000 shall be cons idered 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 insurance that includes a minimum of one million dollars ( $1,000,000) of employers’ liability coverage.
Service Provider shall prov ide an endorsement that the insurer waives the right of subrogation against the City and it s respective elected offici als, officers, employees, agents and representatives. In the event a clai m under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Se rvice Provider is to indemnify the City from such claim.
C-2
X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider’s profession in an amount not less than one million dollars $1,000,000 per claim. This coverage may be written on a “claims made” basis. The professional liability insur ance required by this Agr eement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be main tained 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, Serv ice Provider shall annually and upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions. Insurance polic ies required by this Agreement shall contain the following provisions:
1. All Coverages.
a. Each insurance policy r equired by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to th is Agreement, reduced in cover age or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers 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 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 limitat ions on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider’s insu rance coverage shall be primary insurance with respect to Cit y, and its respective elect ed and appointed, its officers, officials, employees and volunteers. Any in surance or self-insurance maintained by City, and its respective elected and appoi nted officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider’s insurance.
c. Service Provider’s insur ance 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.
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d. Any failure to comply with t he reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elect ed and appointed officers, officials, employees or volunteers.
e. The insurer waives all ri ghts of subrogation against the City, its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writ ing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appoi nted 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 or iginal endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that in surer to bind coverage on its behalf. City reserves the right to inspect complete, certif ied copies of all required insurance policies, at any time.
1. Service Provider shall furnis h certificates and endorsements from each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insur ed 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 re spects City or its respective elected or appointed officers, officials, employees and vo lunteers, or the Serv ice Provider shall procure a bond guaranteeing pay ment 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 Se rvice Provider’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.