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HDL Companies-2020-03 2020-03 AGREEMENT FOR CONTRACT SERVICES By and Between CITY OF GRAND TERRACE and HDL COMPANIES 01247.0001/635149.3 Special offer for City of Grand Terrace Forrester Research Inc. City of Grand Terrace 60 Acorn Park Dr. 22795 Barton Road Cambridge,MA 02140 Grand Terrace,CA 92313 USA USA www feedbacknow.com Client-#:0387 Offer-#*03422 January 2,2020 ilson; Mayor McNaboe 1 NOES: None. ABSENT: Council Member Robles ABSTAIN: None. Executed this 15th day of July 2020, at Grand Terrace, California. - - I�_ Debra L. Thomas _ - City Clerk J City Clerk [SEAL] AGREEMENT FOR CONTRACT SERVICES BY AND BETWEEN THE CITY OF GRAND TERRACE AND HDL COMPANIES This "AGREEMENT FOR CONTRACT SERVICES BY AND BETWEEN THE CITY OF GRAND TERRACE AND HDL COMPANIES" (herein "Agreement") is made and entered into this 22nd day of April,2020 by and between the City of Grand Terrace,a California municipal corporation ("City") and HdL Companies, a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement,was selected by the City to perform those services. C. Pursuant to the City of Grand Terrace Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Consultant shall provide those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement,the phrase"highest 01247.0001/635149.3 -2- Transportation Proiects(thresholds may apply for SB 743 or GHG purposes) - Resolution No.2020-26 Page 3 of 4 we will not share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering _ of or failure to render any "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments,taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment,materials,papers, documents,plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01247.0001/635149.3 -3- share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering _ of or failure to render any "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in(i)the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or$25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"attached hereto as Exhibit`B"and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit`B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventy Five Thousand Dollars ($75,000) (the"Contract Sum"),unless additional compensation is approved pursuant to Section 1.8. 01247 0001/635149.3 -4- share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering _ of or failure to render any "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01247 0001/635149.3 -5- ; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including,but not restricted to, acts of God or of the public enemy,unusually severe weather,fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D» ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 01247.0001/635149.3 -6- ot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01247 0001/635149.3 -5- ; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Robert Gray Chief Information Officer (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors,if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant,nor any of Consultant'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. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be the City Manager or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant, its agents or employees,perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01247.0001/635149.3 -7- tract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. 01247 0001/635149.3 -8- nts, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01247.0001/635149.3 -7- tract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The professional liability insurance required by this Agreement 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 maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled,the Consultant shall,prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete,certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY 01247.0001/635149.3 -9- on or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01247.0001/635149.3 -7- tract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs;products and completed operations of Consultant;premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance 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. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City,its officers,employees and agents("Indemnified Parties")against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct,or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 01247 0001/635149.3 -10- onsultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01247.0001/635149.3 -7- tract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney's fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions,but,to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated"A" or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 01247.0001/635149.3 -11- on, covenant or condition of this Agreement, and in connection therewith: 01247 0001/635149.3 -10- onsultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01247.0001/635149.3 -7- tract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers,books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials"), including any electronic documents and materials, prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City's choice upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use,reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney,voluntarily provide documents,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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District 01247.0001/635149.3 -13- ization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Court, venue shall lie exclusively in the Central District of California, in the County of San Bernardino, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed 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 Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party,the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party 01247.0001/635149.3 -14- tee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Consultant. In addition, the Consultant may terminate this Contract for cause, upon sixty (60) days' advance written notice to City. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant 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 City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation,marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed,together with any and all costs, including attorney's fees, incurred by City. 01247.0001/635149.3 -16- sly stated. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Grand Terrace, 22795 Barton Rd, Grand Terrace, CA 92313, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall,constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses,paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01247.0001/635149.3 -17- ted. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect,in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or"noninterests"pursuant to Government Code Sections 1091 or 1091.5. Nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation,including but not limited to the Political Reform Act(Government Code Sections 81000, et seq.) Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials I 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01247.0001/635149.3 -18- 17- ted. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: City of Grand Terrace, a municipal corporation Dark e, Mayor A ST: e ra Thomas, City Clerk APPROVED AS TO FORM: ALESHIRE & WYN , LLP Adrian R. Guerra, City Attorney CONSULTANT: HdL Com allies., a California corporation By: Name: Andrew Nickerson Title: President/CEO HdL Co ies., a California corporation By: • Name: Richard Park Title: Chief Financial Officer Address: 120 S. State College Blvd., Ste 200 Brea, CA 92821 Phone: 714-879-5000 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President; and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES 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 CONSULTANT'S BUSINESS ENTITY. 01247.0001/635149.3 19 official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials I 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01247.0001/635149.3 -18- 17- ted. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. , STATE OF CALIFORNIA COUNTY OF On ,2020 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subs rued to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their .uthorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity .son behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the la th : ate of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 44 OPTIONAL Though the data below is not r,quired by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattach •-nt of this form. CAPACITY 'LAMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CO ORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ATTORNEY-IN-FACT / TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01247.0001/635149.3 n the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials I 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01247.0001/635149.3 -18- 17- ted. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACKNOWLEDGMENT 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. State of Capmia County of /ra ) On ) � rZo before me,M• - / POOVC/ (inse name and title of th officer) personally appeared nieviwNuaystyL., who proved to me on the basis of satisfactory evidence to be the perso hose nam is is ar subscri•-d to the within instrume and acknowledged to,,,,��•- that he/sh=r� executed the same in -/his/he +0: authorized capacity 'es , and that by his/he �iiDr� ignatur- s)on the instrument the perso Iv or the entity upon beha of which the person*.cted, 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. *�"'Aak <;� M.R.SHAW �- !( COMM.#2151169 1 . NOTARY PUBLIC•CAUFORNIA :��•- r•olrJ• ORANGE COUs�n1f My Comm.BOOS May 78,2020 Signatur (Seal) ❑ INDIVIDUAL ❑ CO ORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ATTORNEY-IN-FACT / TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01247.0001/635149.3 n the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials I 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01247.0001/635149.3 -18- 17- ted. 7.9 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT "A" SCOPE OF SERVICES I. Objectives and Methods: The Services performed by Consultant shall include the following: A. Tax Administration. Consultant will provide the City with a complete turn-key Tax Administration program related to the City's business license processing, renewals, collections, and on-going monitoring and administration of the business license tax pursuant the Grand Terrace Municipal Code . The service will be performed utilizing Consultant's internal programs and processes for compliance and revenue collection. Consultant will transfer the City's existing databases as they relate to business license tax into Consultant's internal administration tools. Consultant will maintain the data and provide access to or copies of data or reports at the City's request. While access to online systems will be available for the City to use at its discretion, the City will not be required to use or maintain any software in house for managing the business license registry. The following are processes and procedures that Consultant will perform for the City on a turn-key Tax Administration approach: 1. On-line Application: Consultant will provide a link for the City's website that will enable all businesses to apply for, or renewing, a business license and pay such businesses' business tax on-line through Consultant's software application. 2. Renewal Processing: Consultant will send active business license accounts a renewal notice within 45 days of the renewal period ending. Consultant will send individualized tax forms to all known active business license accounts. Consultant will ensure that all active business license accounts receive all applicable forms necessary to complete the renewal process. Consultant will process any renewal applications and forms submitted by active business license accounts in a timely fashion. 3. New Account Processing: Consultant will process any new business license applications and complete the new account registration process in a timely fashion. Consultant will also facilitate intra-city departmental approvals such as zoning, code compliance, fire inspection, and other regulatory related functions. 4. Delinquent Account Processing: Consultant will endeavor to collect delinquent accounts through a series of City approved processing methods. This will include a minimum of two follow up delinquent notices and up to two telephone calls. Delinquent accounts will be collected with full penalties as allowed by the Grand Terrace Municipal Code or through current City practices. Accounts that remain delinquent will be processed through the City approved processes established in Consultant's collections component of the Compliance Management Program. 01247 0001/635149.3 o initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 5. On-line Filing & Payment Processing: Consultant will register a City approved internet domain name which will serve as the starting point for all on-line Services under this Agreement. This City specific site will be designed to look and feel like the City's own web pages and ensures a level of continuity between the business community, the City, and Consultant. Taxpayer businesses can choose to file their new business registration as well as renew their license and make payments via Consultant's on-line filing portal. In addition to filing and paying for taxes,businesses can obtain copies of applications, general support and FAQs, schedule appointments and request copies of their tax registration. 6. Payment Posting/Processing: Consultant will process all payments received in an expedited manner. Taxpayer business accounts are posted with payment information captured in the Consultant's revenue system. Additional information such as net sales, deductions, credit sales, measure of tax, name change, and address change are captured and added to payment data and taxpayer business master file (as determined necessary by Consultant). Late payments are invoiced at penalty amounts as required by City's ordinances. Under-payments are invoiced for remaining tax due plus any required penalties. License accounts will be updated daily with payment information and revenues to be disbursed to the City net applicable fees for the tax administration services at an interval to be agreed to during the project planning phase. Disbursements typically occur monthly but can be remitted as often as weekly depending on volumes and City needs. Consultant's payment acceptance process will accept the following payment types: a. Check I Money Order/Cashier's Check b. E-Check c. Debit Cards d. Credit Cards (Visa, Mastercard, Discover, & American Express) e. Check by Phone 7. Customer Service/Business Support Center: Consultant will provide taxpayer businesses with multiple support options for registering, applying, renewing, making payments and for general inquiries. A toll-free number will be provided to taxpayer businesses in order to access Consultant's license specialists Monday-Friday 8:00am to 5:00pm Pacific Standard Time. Taxpayer businesses will have access to support via, e-mail, fax, and via the Business Support Center On-Line. Consultant will continuously monitor quality control points to ensure courteous customer service, minimal hold times under 2 minutes, and the return of voice messages the same business day. B. Compliance Management. 1. Establish Enriched Data Portfolio/Lead Identification: Utilizing data provided by the City, as well as the Consultant Enriched Data Portfolio (EDP), Consultant will build an enhanced listing of entities subjected to licensure or taxation pursuant to the Grand 01247.0001/635149.3 gram. 01247 0001/635149.3 o initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Terrace Municipal Code, including, but not limited to, those businesses physically located in the City, itinerant businesses, and entities participating in the sharing economy such as short-term rentals (STRs), drive sharing services and others. These entities are electronically matched to the existing files of the City using advanced data matching algorithms, allowing Consultant staff to identify which entities are compliant and which entities require follow up. 2. Field Surveys: Consultants' field crews, equipped with the most advanced tools available (mobile mapping/GPS systems, tablet computers pre-loaded with various City and statewide databases, etc.) will canvass commercial areas of the City to develop and enhance the leads identified in the EDP. These Field Surveys will provide additional inventories of active businesses as well as to provide on-site verifications of data culled from other sources. 3. Exception Resolution: Consultant's staff will review the City's business license records and filter out records that may lead to erroneous contacts. This will allow for the discovery of additional revenues not otherwise identifiable through electronic means and assists in reducing potential complaints levied at City staff from pursuit of false positives. 4. Compliance Communication and Outreach: Upon exception resolution, Consultant staff will initiate contact with taxpayer businesses subject to Title 7 of the Grand Terrace Municipal Code through a series of City approved communication methods. Consultant will make every effort to simplify the process for taxpayer businesses and utilizes a variety of mediums for communication including mail,telephone, email and web-site access. Potential non-compliant taxpayer businesses will be notified of their options to comply or dispute their non-compliant status. Initial notification packets will include what is needed to become compliant with multiple methods of resolving their accounts. 5. Business Support Center: Consultant will provide a business support and service center where the business community can access Consultants' specialists during normal business hours. Businesses calling will experience minimal hold times under 2 minutes along with access to a variety of options which include filing support, payment options, resolution of specific tax issues and other services designed to reduce the burden of registering and filing taxes. 6. Business Support Center-Online: Businesses will have access to and be encouraged to take advantage of the range of services available on-line, 24 hours a day, seven days a week. Consultant's on-line Business Support Center will enable businesses to choose to file their new business registration as well as make payments via Consultant's on-line filing portal.In addition to filing and paying for taxes,businesses can obtain copies of applications, general support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD will request from the taxpayer business any additional documentation needed to complete the approval of a an application, such as a home occupation permit, or will forward an application to other City departments either as a pre-requisite or as a courtesy to the business. All submissions are filed and stored electronically and made available to the City via standard reporting processes or upon request. 8. Invoicing: Once an application is approved, Consultant will forward invoices to the taxpayer business business indicating detailed tax calculations and balances owed. Taxpayer business businesses are provided the opportunity to pay their balances via mail, online, or over the phone services. Taxpayer business businesses will also have continued access to Consultant's Business Support Center for any questions or disputes arising from the invoice process. 9. Registry Update: Upon collection of all requirements which may include payments, application and/or other documentation, Consultant will prepare a Registry Update package to include payment as well as copies of all taxpayer business correspondence and other relevant information. Data in the City registry file stored in the Consultant Prime Software Suite is updated daily with packages from the Compliance Management Services. Once completed, the business will be processed through the standard processes approved through the Consultant Operations Management Component. C. Audits. 1. Analysis & Selection: Audit candidates are selected using a variety of selection methodologies developed by Consultants' audit team. Preliminary analysis reports on each taxpayer business selected are shared with the City prior to moving through the audit phases. 2. Audit Notification & Scheduling: Taxpayer businesses selected by Consultant and approved by the City will be sent a letter notifying them of a scheduled Compliance Analysis Audit. Every effort is made to promote a positive experience for the taxpayer business. Consultant will provide a detailed description of the requirements and relevant documentation required for the audit to the taxpayer business at least two (2) weeks in advance of the proposed audit date. If the taxpayer business is unable meet the audit date selected by the City, Consultant will take all efforts to reschedule the audit to a more accommodating date. Taxpayer businesses are also afforded the opportunity to schedule flexible appointment times by contacting the Business Support Center or visiting Consultants' online support center. 3. Compliance Analysis & Audit: The Consultant audit team will audit the financial records of the taxpayer business to determine compliance with business tax regulations under the Grand Terrace Municipal Code. Consultant will validate taxing variables such as gross receipts and other relevant information for determining compliance. In addition to identifying underreporting issues, the Consultant Audit Program will also focus on other compliance related issues such as assuring correct 01247.0001/635149.3 support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD classifications, multiple location allocation, apportionment issues, and identifying business to business relationships that may create tax liability for 3rd parties. 4. Audit& Compliance Report: Upon completion of the audit and analysis, and prior to additional actions, Consultant will generate a compliance report and provide the report to the City. The report will indicate specific results of the review and recommended future actions. Documentation that substantiates the findings in the report will be included with the report to assist the City and Consultant in determining next step of the process. 5. Deficiency and Commendation Notification: Upon final review of the audit and analysis report,taxpayer businesses that are found to have deficiencies will be notified of the findings as well as the payment and appeal processes. Consultant will also work with taxpayer businesses found to be deficient to explain the current findings and educate taxpayer businesses on proper future filing procedures so as to prevent future errors and deficiencies. Consultant will send taxpayer businesses found to be in compliance a commendation letter thanking them for their compliance. 6. Invoicing & Collections: Consultant will invoice a taxpayer business found to be underreporting through the standard City approved collections process. Balances will be collected and remitted along with supporting documentation to the City through the approved remittance processes. D. Network Uptime. 1. All on-line Services provided by Consultant shall have an uptime of at least 99%. Consultant shall notify the City in writing of any network outage affecting Consultant's ability to provide on-line Services within 24 hours of any such outage. 2. Consultant shall work to promptly restore any Services affected by a network outage and shall provide City with regular updates on the status of such restoration and as may be requested by City. 3. Consultant shall cooperate with City during network outages to ensure that members of the public are informed of such outage. II. Deliverables A. Consultant shall provide the City with audit progress reports to include the following: 1. Status of work in progress, including copies of reports provided to taxpayer businesses/intermediaries addressing each reporting error/omission individually, including where applicable the business name, address, telephone number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for error/omission and recommended corrective procedure; 2. Actual revenue produced for the City by Consultant's service on a monthly and 01247.0001/635149.3 other relevant information for determining compliance. In addition to identifying underreporting issues, the Consultant Audit Program will also focus on other compliance related issues such as assuring correct 01247.0001/635149.3 support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD cumulative basis; 3. Projected revenue forthcoming to the City as a result of Consultant's audit service, specified according to source, timing, and one-time versus ongoing; and 4. Alphabetical listing of all errors/omissions detected for the City by Consultant, including the account number, correction status, payment amount received by the City, period to which payment is related and payment type (e.g., reallocation, deficiency assessment) for each one. 5. Another reports that the City may request from time to time. B. Commencement of Services. Consultant will commence project planning within 10 days of full execution of this Agreement. After the work plan is developed Consultant will begin providing the Discovery, Audit and Tax Administration services described above. Consultant's obligation to provide services is contingent on the City providing the necessary information and cooperation. 01247.0001/635149.3 current findings and educate taxpayer businesses on proper future filing procedures so as to prevent future errors and deficiencies. Consultant will send taxpayer businesses found to be in compliance a commendation letter thanking them for their compliance. 6. Invoicing & Collections: Consultant will invoice a taxpayer business found to be underreporting through the standard City approved collections process. Balances will be collected and remitted along with supporting documentation to the City through the approved remittance processes. D. Network Uptime. 1. All on-line Services provided by Consultant shall have an uptime of at least 99%. Consultant shall notify the City in writing of any network outage affecting Consultant's ability to provide on-line Services within 24 hours of any such outage. 2. Consultant shall work to promptly restore any Services affected by a network outage and shall provide City with regular updates on the status of such restoration and as may be requested by City. 3. Consultant shall cooperate with City during network outages to ensure that members of the public are informed of such outage. II. Deliverables A. Consultant shall provide the City with audit progress reports to include the following: 1. Status of work in progress, including copies of reports provided to taxpayer businesses/intermediaries addressing each reporting error/omission individually, including where applicable the business name, address, telephone number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for error/omission and recommended corrective procedure; 2. Actual revenue produced for the City by Consultant's service on a monthly and 01247.0001/635149.3 other relevant information for determining compliance. In addition to identifying underreporting issues, the Consultant Audit Program will also focus on other compliance related issues such as assuring correct 01247.0001/635149.3 support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD III. City Obligations The City agrees to: 1. Provide an electronic copy of the City's License Registration File and License Payment History file to Consultant, together with any other information available to the City for Consultant to compute Consultant's billing for services, in electronic format, to Consultant during the term of the Agreement and thereafter for so long as Consultant's right to invoice for services rendered continues; 2. Use reasonable and diligent efforts to collect, or to assist Consultant in the collection of, deficiencies identified by Consultant pursuant to this Agreement. For accounts that remain uncollected after Consultant has exhausted its efforts to collect through the standard process, Consultant and the City may mutually agree to special procedures that will make further attempts to collect amounts still outstanding. Typically, these processes will be implemented by Consultant; and 3. Notify Consultant within 10 days following receipt by the City of payments, if there is any, resulting from deficiencies identified by Consultant. Because Consultant's Audit Services may result in collection of deficiencies after termination of the Agreement, the City's obligation to collect fees and notify Consultant, and Consultant's right to continue to receive contingency fees, shall survive termination of the Agreement for any reason. 01247.0001/635149.3 A-1 the approved remittance processes. D. Network Uptime. 1. All on-line Services provided by Consultant shall have an uptime of at least 99%. Consultant shall notify the City in writing of any network outage affecting Consultant's ability to provide on-line Services within 24 hours of any such outage. 2. Consultant shall work to promptly restore any Services affected by a network outage and shall provide City with regular updates on the status of such restoration and as may be requested by City. 3. Consultant shall cooperate with City during network outages to ensure that members of the public are informed of such outage. II. Deliverables A. Consultant shall provide the City with audit progress reports to include the following: 1. Status of work in progress, including copies of reports provided to taxpayer businesses/intermediaries addressing each reporting error/omission individually, including where applicable the business name, address, telephone number, account identification number, individuals contacted, date(s) of contact, nature of business, reason(s) for error/omission and recommended corrective procedure; 2. Actual revenue produced for the City by Consultant's service on a monthly and 01247.0001/635149.3 other relevant information for determining compliance. In addition to identifying underreporting issues, the Consultant Audit Program will also focus on other compliance related issues such as assuring correct 01247.0001/635149.3 support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.10 is added to the Agreement as follows: 1.10 Intellectual Property. a. Consultant represents and warrants that it owns, maintains, and has obtained the rights to all intellectually property rights necessary for Consultant to provide Services under this Agreement. In the event that any party alleges that Consultant's Services infringe upon such party's intellectual property, Consultant shall indemnify, defend, and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with any allegation of intellectual property infringement. b. Further, in the event that any party alleges that Consultant's Services under this Agreement have infringed upon any intellectual property,the City may take any of the following actions: (i) require Consultant, at its sole cost,to obtain the necessary intellectual property rights in order to provide Services under this Agreement; (ii) require Consultant, at its sole cost, to provide City with the Services using an alternative intellectual property that is unaffected by the claim of intellectual property infringement; (iii) obtain the Services from another consultant/contractor and, in such event, require Consultant to pay for any increased costs; or (iv) terminate this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement and are in addition to any other obligation under this Agreement to indemnify, defend, hold harmless, or release from liability the City. II. Section 4.6 is added to the Agreement as follows: 4.6 Cooperative Purchasing. a. The parties intend that any other public agency shall have an option to procure identical services as set forth in this Agreement. As used in this Section, "public agency" means any city, county, district, public authority, public agency, municipality, or other political subdivision of the State of California located in the State of California. Consultant may offer this Agreement as a template for cooperative or piggybacking purchasing agreements with other public agencies. The City shall have no responsibility, liability, or obligations, financial or otherwise, in connection with orders for services issued by any other public agency 01247.0001/635149.3 B-1 ing compliance. In addition to identifying underreporting issues, the Consultant Audit Program will also focus on other compliance related issues such as assuring correct 01247.0001/635149.3 support and FAQs, schedule appointments and request copies of their tax registration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD pursuant to this Section. Consultant shall be fully responsible to provide such services to such public agency. The participating public agency shall accept responsibility for securing services or making payments to the vendor. b. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened(herein"claims or liabilities")that may be asserted or claimed by any person, public agency, firm or entity arising out of or in connection with this Section. The indemnification, defense, and hold harmless obligations imposed by this Section shall survive any expiration or termination of this Agreement and are in addition to any other obligation under this Agreement to indemnify, defend, and hold harmless the City. III. Section 6.5 is added to the Agreement as follows: 6.5 Proprietary Information of Consultant. a. As used in this Section, the term"proprietary information"means any information that relates to Consultant's computer or data processing programs; data processing applications, routines, subroutines, techniques or systems; or business processes. City shall hold in confidence and shall not disclose to any other party any of Consultant's proprietary information in connection with this Agreement, or otherwise learned or obtained by City in connection with this Agreement, unless disclosure is required under federal or state law, including without limitation the Freedom of Information Act or the Public Records Request Act ("Disclosure Laws"). b. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with any disclosure by the City pursuant to the Disclosure Laws. Further, Consultant hereby releases the City from any liability to Consultant for any disclosures made by City pursuant to the Disclosure Laws and hereby waives any claims that Consultant may have against City relating to any disclosures made by City pursuant to the Disclosure Laws. c. Consultant shall retain ownership and rights to all proprietary information. The obligations imposed by this Section shall survive any expiration or termination of this Agreement and are in addition to any other obligation under this Agreement to indemnify, defend, hold harmless, or release from liability the City. 01247.0001/635149.3 B-2 ration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT "C" SCHEDULE OF COMPENSATION I. Tax Administration Consultant's compensation for providing the Tax Administration Services shall be: • A $15.00 per license payment processed. Included in the above compensation for Tax Administration Services are: 1. Printing and Mailing costs (for notifications, license issuance, etc.); 2. Ongoing database management and back-up (taxpayer business information); 3. Forms processing and funds disbursement; and 4. Development and support of an on-line business license filing and payment application. Cost for sending the original license/application to the City: Consultant archives all original licenses/applications. If the City requests a copy of the original license/application, Consultant will send the copy to the City via e-mail. II. Discovery Services Consultant's compensation for providing Discovery Services shall be a contingency fee of 35% of the recovered revenue received by the City from the services. The service must be concurrent and as part of the business license administration services. The 35% shall apply to the current tax year,all eligible prior period revenues received and any applicable penalties, interest and late charges. The contingency fee only applies to revenue actually received by the City. The term "current tax year" shall mean the most recent tax year for which local taxes are due and payable to the City, and in which Consultant has identified deficiencies. III. Audit Services Consultant's compensation for the Audit Service shall be a contingency fee of 35% of the revenue received by the City as a result of deficiencies identified in the review and shall include any eligible prior period revenues together with all applicable penalties, interest and late charges. The City agrees to use reasonable and diligent efforts to collect deficiencies identified by Consultant except when the cost of recovery exceeds the deficiency in the sole discretion of the City. IV. Consultant's annual compensation under this Agreement shall not exceed $15,000 and Consultant's total compensation under this Agreement shall not exceed $75,000 as provided in Section 2.1. 01247.0001/635149.3 C-1 rors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with any disclosure by the City pursuant to the Disclosure Laws. Further, Consultant hereby releases the City from any liability to Consultant for any disclosures made by City pursuant to the Disclosure Laws and hereby waives any claims that Consultant may have against City relating to any disclosures made by City pursuant to the Disclosure Laws. c. Consultant shall retain ownership and rights to all proprietary information. The obligations imposed by this Section shall survive any expiration or termination of this Agreement and are in addition to any other obligation under this Agreement to indemnify, defend, hold harmless, or release from liability the City. 01247.0001/635149.3 B-2 ration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD f EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall commence the Services, as described in Exhibit "A," within 7 days of the City's issuance of a notice to proceed, provided that the notice of proceed shall not be issued until the City has received a evidence of Consultant's City business license, certificates of insurance evidencing insurance required by this Agreement, and any other documentation required by the City prior to commencement of the Services under this Agreement. Consultant shall perform all Services timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer. II. Consultant shall complete all Services under this Agreement by April 1,2025. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01247.0001/635149.3 D-1 fee of 35% of the recovered revenue received by the City from the services. The service must be concurrent and as part of the business license administration services. The 35% shall apply to the current tax year,all eligible prior period revenues received and any applicable penalties, interest and late charges. The contingency fee only applies to revenue actually received by the City. The term "current tax year" shall mean the most recent tax year for which local taxes are due and payable to the City, and in which Consultant has identified deficiencies. III. Audit Services Consultant's compensation for the Audit Service shall be a contingency fee of 35% of the revenue received by the City as a result of deficiencies identified in the review and shall include any eligible prior period revenues together with all applicable penalties, interest and late charges. The City agrees to use reasonable and diligent efforts to collect deficiencies identified by Consultant except when the cost of recovery exceeds the deficiency in the sole discretion of the City. IV. Consultant's annual compensation under this Agreement shall not exceed $15,000 and Consultant's total compensation under this Agreement shall not exceed $75,000 as provided in Section 2.1. 01247.0001/635149.3 C-1 rors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with any disclosure by the City pursuant to the Disclosure Laws. Further, Consultant hereby releases the City from any liability to Consultant for any disclosures made by City pursuant to the Disclosure Laws and hereby waives any claims that Consultant may have against City relating to any disclosures made by City pursuant to the Disclosure Laws. c. Consultant shall retain ownership and rights to all proprietary information. The obligations imposed by this Section shall survive any expiration or termination of this Agreement and are in addition to any other obligation under this Agreement to indemnify, defend, hold harmless, or release from liability the City. 01247.0001/635149.3 B-2 ration. 7. Document Submission/Processing: Whether the taxpayer business chooses to respond by mail, email or our online filing website, Consultant will review each application submission for completion and accuracy prior to processing. Consultant 01247 0001/635149.3 nd discovery and all other necessary costs 01247.0001/635149.3 -15- tend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant 01247.0001/635149.3 -12- nce provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission ACCORDANCE WITH THE POLICY PROVISIONS. Grand Terrace,CA 92313 AUTHORIZED REPRRE4SgE�NTATIVE I 41 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD