The Source Group 71'
CITY OF RANCHO PALOS VERDES
PROFESSIONAL/TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT("Agreement") is made and entered into this 1st day of March, 2013,
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by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")
and the Source Group, Inc. (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree
as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as the Phase I Environmental Assessment related to
acquisition of real estate (APN 7561-025-900 and 7651-039-002) for the San Ramon
project. Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall
perform with due diligence the services requested by the CITY. Time is of the essence in
this Agreement.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY compensate agrees to CONSULTANT an amount not to exceed five
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thousand dollars and no cents($5,000.00)for services as described In Article 1.
2.2 Term of Agreement
This Agreement shall commence on March 1, 2013 and shall terminate on
2013 unless sooner terminatedpursuant to Article 4 of this Agreement.
June 30, �
ARTICLE 3
INDEMNIFICATION :
3.1 Indemnification
To the maximum extent permitted by law, CONSULTANT shall defend,
indemnify, and hold the CITY, its officials, officers, employees, agents and independent
contractors serving in the role of CITY officials,and volunteers(collectively"indemnitees")
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free and harmless from any and all claims, demands, causes of action, costs, expenses,
liabilities, losses, damages or injuries, in law or equity, to propertyor persons, Including
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wrongful death(collectively"Claims"),in any manner arising out of or incident to any acts or
omissions of CONSULTANT, its officials,officers,employees or agents in connection with
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the performance of this Agreement, including without limitation the payment of all
consequential damages,attorneys'fees,and other related costs and expenses,except for
such Claims arising out of the sole negligence or willful misconduct of the Indemnitees.
With respect to any and all such Claims, CONSULTANT shall defend Indemnitees at
CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment,
award, or decree that may be rendered against Indemnitees. CONSULTANT shall
reimburse Indemnitees for any and all legal expenses and costs incurred by each of them
in connection therewith or in enforcing the indemnity herein provided. CONSULTANT's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
CONSULTANT or Indemnitees. All duties of CONSULTANT under this Section shall
survive termination of this Agreement. •
ARTICLE 4
INSURANCE
4.1 General Liability
CONSULTANT shall at all times during the term of the Agreement carry, •
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each
occurrence and two million dollars($2,000,000)general aggregate for bodily injury,death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement. Said policy
or policies shall be issued by an insurer admitted to do business In the State of California
and rated in A.M. Best's Insurance Guide with a rating of A:VII or better.
4.2 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars($1,000,000)per claim and aggregate
for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A:VII or better. If a"claims
made" policy is provided, such policy shall be maintained in effect from the date of
performance of work or services on the CITY's behalf until three (3)years after the date of
work or services are accepted as completed. Coverage for the post-completion period may ••
be provided by renewal or replacement of the policy for each of the three(3)years or by a
three-year extended reporting period endorsement, which reinstates all limits for the
extended reporting period. If any such policy and/or policies have a retroactive date,that
date shall be no later than the date of first performance of work or services on behalf of the
CITY. Renewal or replacement policies shall not allow for any advancement of such
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retroactive date.
4.3 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
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maintain, and keep in full force and effect, a policy or policies of Automobile Liability •
Insurance,with minimum of one million dollars($1,000,000)per claim and occurrence and
in the aggregate for bodily injuries or death of one person and property damage.
4.4 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the performance
of work under this Agreement worker's compensation insurance as required by the law.
CONSULTANT shall require any subcontractor similarly to provide such compensation
insurance for their respective employees.
4.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage shall ••
not be cancelled or modified by the insurance carrier without thirty (30) days prior written
notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium.
Additionally, CONSULTANT shall provide immediate notice to the City if it receives a
cancellation or policy revision notice from the insurer.
(b) CONSULTANT agrees that it will not cancel or reduce any required
Insurance coverage. CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY maytake out the necessaryinsurance
and pay, at CONSULTANT's expense, the premium thereon.
4.6 Enure Policy and Certificate of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
. on file with the CITY Clerk both a copy of the entire policy and a certificate of insurance
showing that the aforesaid policies are in effect in the required amounts.The commercial
general liability policy and the automobile liability policy shall contain endorsements naming
the CITY, its officers, agents and employees as additional insureds.
4.7 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation and
professional liability) shall include provisions for waiver of subrogation.
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ARTICLE 5
GENERAL PROVISIONS
5.1 Indeend
pent Contractor
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CONSULTANT Is and shall at all times remain, as to the CITY, a wholly
Independent contractor. Neither the CITY nor any of its agents shall have control over the
conduct of CONSULTANT or anyof the CONSULTANT's employees,exce t as herein set
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forth, and CONSULTANT is free to dispose of all portions of its time and activities which It
Is not obligated to devote to the CITY in such a manner and to such persons, firms, or
corporations as the CONSULTANT wishes except as expressly provided in this Agreement.
CONSULTANT shall have no power to incur any debt,obligation,or liability on behalf of the
CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any
time or in any manner, represent that it or any of its agents,servants or employees, are in
any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all
required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify
and hold the CITY harmless from any and all taxes, assessments,penalties, and interest
asserted against the CITY by reason of the independent contractor relationship created by
this Agreement. CONSULTANT shall fully comply with the workers' compensation law
regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers'compensation laws. The CITY shall have the right to offset against the amount of
anyfeesdue to CONSULTANT under this Agreement anyamount due to the CITY from
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CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
5.2 Entire Agreement
This Agreement, including any other documents incorporated herein by
• specific reference, represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified or amended, or provisions or
breach may be waived, only by subsequent written agreement signed by both parties.
5.3 Severakillity
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the
date and year first above written.
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Dated:7- 3"/ 3 THE SOURCE GROUP, INC.
("CONJ,LLANT")
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Freley" `4'k- �, �/ r/t-
By. L'
Printed Name. •0 % .
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Nam . 'i
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Title: 0./ qC) i
Dated: 7 - 10 -13 CITY OF RANCHO PALOS VERDES .
("CITY')
Attest: Bv
: 06All'aepAA ja.itk. :
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City Mangier
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41&_,C1X044d.A.
City Clerk
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