CITY OF FONTANA PROFESSIONAL
SERVICES AGREEMENT CS- -MS
This Agreement is made and entered into as of 19th day of September, 2023 by and between the City of Fontana, a public agency organized and operating under the laws of the State of California with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335 ("City"), and T.A. Mentoring Services LLC, Sole Proprietorship with its principal place of business at 50091 Kenmore St. Coachella, CA, 92236 (hereinafter referred to as "Consultant") City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Consultant - Workshops, Presentations and Staff Development Training Services for the Noble Youth Program. (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A." In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $517,000.00. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
16498.00150132126437.1
Standard of Care
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (ili) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
16498.0015032126437.1
d. Minimum Policy Limits Required
The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer's Liability $1,000,000 per accident or disease (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. e. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
f. Policy Provisions Required
Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced 5 16498.00150\32126437.1
i. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
13. California Labor Code Requirements.
a Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 7 16498.00150132126437.1
Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Trinidad Arredondo - Noble Youth Facilitator as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given, emailed or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Fontana T.A. Mentoring Service LLC
8353 Sierra Avenue 50091 Kenmore St.
Fontana, California 92335 Coachella, CA, 92236
Attn: Andrew Solares Attn: Trinidad Arredondo
[email protected] [email protected]
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to; all activities related to 9 16498.00150132126437.1
[SIGNATURES ON FOLLOWING PAGE]
11 16498 00150\32126437.1
EXHIBIT "A" SCOPE
OF SERVICES
The Contractor T.A. Mentoring Services LLC shall provide the City with a Noble Youth Leadership sessions at the at twenty-eight (28) elementary school sites and five (5) middle school sites Fontana Expanded Learning Program. The Noble Youth Leadership curriculum will focus on teaching students' important values in life such as respect, dignity, love and trust. Professional development will be provided to Fontana Expanded Learning Program staff on the Noble Youth Leadership curriculum. The workshops, presentations, and staff development will be conducted within a nine (9) month timeframe with sessions scheduled to begin on the execution of contract and conclude by June 28, 2024.
• Schedule:
• Session will begin on the execution of contract and conclude by June 28, 2024. • The Contractor sessions will include:
• Three (3) cohorts of 12-week sessions within the year. • Up to 900 students served (3 groups of 15-20 students at each site) Staff development on Noble Youth Leadership curriculum.
Parent informational meetings at each site or through in person or on Zoom.
Follow-up calls/meetings with students and parents.
Develop outreach materials in partnership with Fontana Expanded Learning Program staff
• Three celebrations for program participants in Noble Youth - Food will be provided.
T-shirts, bracelets, and backpacks are provided to student participants.
Program planning and implementation.
Presentation to Fontana Expanded Learning Program staff on program implementation.
Will support City of Fontana efforts to collect data based on evaluation outcomes agreed to collectively.
Noble Youth staff will attend all meeting requests by the Fontana Expanded Learning Program.
• In-Kind services - City will provide a space for three (3) celebrations. If allowed by Public Health Department.
These sessions will be in person or on Zoom depending on the health recommendations by the City of Fontana or San Bernardino County officials. o The Contractor shall provide the City with the following:
o The Contractor agrees to provide a valid City of Fontana Business License no less than 30 days prior to the performance to guarantee payment following services. • The City reserves the right to cancel or reschedule any single event date listed on the contract, with or without cause, upon thirty (30) days' notices given in writing. • Contractor will be funded through the Expanded Learning Opportunities Program (ELO-P) Grant
• The Contractor shall be paid within thirty (30) days of services rendered as follows:
June 28, 2024
$517,000 (ASES Funded Schools)
$517,000 (Total)
16498.00000\14332960.4 A-1 EXHIBIT "A"
SCOPE OF SERVICES
W-9 Request for Taxpayer Give Form to the
Form
Identification Number and Certification requester. Do not (Rev. October 2018)
Department of the Treasury send to the IRS.
Internal Revenue Service • Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax retum). Name is required on this line; do not leave this line blank.
T.A. Mentoring Services LLC
2. Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only t following seven boxes; certain entities, not individuals; se on page instructions on page 3):
Individual/sole proprietor or • C Corporation L S Corporation Partnership Li Trust/estate single-member LLC Exempt payee code (if any)
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) • Print or type. Instructions
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that code (if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner.
Specific Other (see instructions) / (Applies to accounts maintaned cutside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) 850091 Kenmore st
6 City, state, and ZIP code
Coachella, CA, 92236
7 List account numbers) here (optional)
PartI Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 87-1486 8 3 2
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) 1 am exempt from backup withholding, or (b) 1 have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax retum. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, bft you must provide your correct TIN. See the instructions for Part Il, later.
Sign 7/27/2023
Here us paron st that U.S. person D Date A
General Instructions • Form 1099-DIV (dividends, including those funds)
Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross noted. proceeds)
Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain othe related to Form W-9 and its instructions, such as legislation enacted transactions by brokers after they were published, go to www.irs.gov/FormW9.
• Form 1099-S (proceeds from real estate transactions)
Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), information retur with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption • For 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount pald to you, or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information retum. Examples of information alien, to provide your correct TIN. returns include, but are not limited to, the following. If you do not retur For W-9 to the requester with a TIN, you might • Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding, Cat. No. 10231X Form W-9 (Rev. 10-2018)
DATE (MM/DD/AYY
ACORD® CERTIFICATE OF LIABILITY INSURANCE 7/27/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).
Mellisa Williams
PGI - Mel's Insurance Services, Inc. x: 760) 347-0800 (AC, NO): 760-347-0802 81557 Dr Carreon Blvd AREs: [email protected]
Ste. B-8 INSURERS) AFFORDING COVERAGE NAIC #
Indio CA 92201 INSURERA: Philadelphia Insurance Companies 18058 INSURED INSURER B:
Trinidad Arredondo - TA MENTORING SERVICES LLC INSURER C:
50091 KENMORE ST INSURER D:
INSURER E :
COACHELLA CA 92236 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EXCLUSIONS AND CONTIONS OF SUCH POLICIES, LINTS SHOW MA HAVE BEEN REDUCED BE AD CLANNIS SUBJECT TO ALL THE TERMS.
TYPE OF INSURANCE INSD| WVI POLICY NUMBER LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1.00,000 JAMAGE TO RENTEL 100,000
CLAIMS-MADE X OCCUR REMISES (Ea occurrence
MED EXP (Any one person) 5.000
Y PHPK2333495 10/01/2022 10/01/2023 PERSONAL & ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 3,000,000 POLICY PROT TLOc PRODUCTS - COMP/OP AGG 3,000,000
I OTHER:
AUTOMOBILE LIABILITY $
TANY AUTO
OWNED SCHEDULED
UTOS ONLY AUTOS
HIRED NON-OWNED
AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE
DED IRETENTIONS
WORKERS COMPENSATION STATUTE 10
LAND EMPLOYERS LIABILITY YIN
NIA LE.L EACH ACCIDENT
(Mandatory in NH) EL. DISEASE - EA EMPLOYEE S
scribe und
SCRIPTION OF OPERATIONS bel E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fontana ACCORDANCE WITH THE POLICY PROVISIONS.
8353 Sierra Avenue AUTHORIZED REPRESENTATIVE
Mellisa Amador Williams
, Fontana CA 92335
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS TAX CERTIFICATE CITY OF FONTANA 8353 Sierra Avenue - Fontana, CA 92335 Phone: (909) 350-7675
The person,
engage in, carry on or conduct in or
Certificate
is NOT TRANSFERABLE.
BUSINESS NAME: T.A. Mentoring Services LLC BUSINESS PHONE NO.: 760) 771-7701 BUSINESS OWNER: Trinidad Arredondo BUSINESS DESCRIPTION:
Youth Consulting Service
W/Comm Svc After School
BUSINESS LOCATION: 50-091 KENMORE ST Program
COACHELLA, CA 92236 Business Tax Account Number: 060398 T.A. MENTORING SERVICES LLC Effective Date: 9/1/2022
50-091 KENMORE ST
Expiration Date: 8/31/2023
COACHELLA, CA 92236
NOT TRANSFERABLE
TO BE POSTED IN A CONSPICUOUS PLACE
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/