1 PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2025, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and Civos, Inc. , herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove Council Resolution No. 9212-14 (January 28, 2014).
2. CITY desires to utilize the services of CONTRACTOR to provide the installation, implementation, and full data conversion of Code Enforcement module , Planning module, and future departmental module such as but not limited to Business Tax and Engineering to “Viva Civic”
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination The term of the agreement shall be for period of project implementation.
This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with the Scope of Work, which is attached as Exhibit “A”, and is hereby incorporated by reference.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist the services as further specified in CONTRACTOR’S description of service attached hereto Exhibit “A”. CONTRACTOR agrees that its provision of services under this agreement shall be within accepted accordance with customary and usual practices in CONTRACTOR’s profession.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of Two hundred Forty-Five thousand and 00/100 cents ($ 245,000.00), payable in arrears and in accordance with proposal in Exhibit/Attachment “A”.
2 3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payme nt shall be based on schedule in cluded in Proposal (Attachment B).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTOR shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance requirements.
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by th e CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS. CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (claims made and modified occurrence
policies are not acceptable); Insurance companies must
be acceptable to CITY and have a Best’s Guide Rating of A- , Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount of $1,000,000.00
combined single limit (claims made and modified
occurrence policies are not acceptable); Insurance
3 companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(c) Professional liability in an amount not less than $1,000,000.
Insurance companies must be admitted and licensed In
California and have a Best’s Guide Rating of A-Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the
agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, professional/consultant shall obtain continuing insurance coverage for the prior acts or omission s of
professional/consultant during the course of performing services under the term of the agreement. The coverage shall be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail”
coverage with the present or new carrier.
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and en dorsement forms that conform to CITY’s requirements, as approved by the CITY.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and volunteer s. Any insurance or self - insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
4 5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor st andards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the w ork performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. Address of CONTRACTOR is as follows:
Civos, Inc.
714 East Micheltorena Street
Santa Barabara, CA 93103
b. Address of CITY is as follows:
Department of Community Development
City of Garden Grove
11222 Acacia Parkway
Garden Grove, CA 92840
Attn: Kenneth Le
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
5 11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement.
Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting an d Assignment . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Indemnification.
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless CITY, and its officers, officials, employees, and agents, but only to the extent any claim, liability, damage, loss, or expense (including reasonable attorneys’ fees) is caused by the negligent acts, errors, omissions, or willful misconduct of CONTRACTOR, its employees, agents, or subcontractors in the performance of services under this Agreement.
This indemnity shall not apply to the extent any claim or liability arises from the negligence, recklessness, or wrongful conduct of the CITY, its officers, officials, employees, or agents.
6 The obligations set forth in this section shall survive the termination or expiration of this Agreement, but shall be limited to claims arising directly from services performed by CONTRACTOR during the term of the Agreement.
Under no circumstances shall CONTRACTOR be required to defend or indemnify CITY for claims not directly attributable to CONTRACTOR’s work or within CONTRACTOR’s control.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council f or each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
18. Modification. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, oral or written. This Agreement may be modified only by subsequent mutual written agreement executed by CITY and CONSULTANT.
19. Waiver. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the CITY and CONSULTANT.
20. California Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action com menced about this Agreement shall be filed in the central branch of the Orange County Superior Court.
21. Interpretation. This Agreement shall be interpreted as though prepared by both parties
22. Preservation of Agreement . Should any provision of thi s Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.
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(Agreement Signature Block on Next Page)
7 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By:___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
Civos, INC.
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date