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HomeMy WebLinkAboutCEDV AgreementAGREEMENT BYAND BETWEEN THE CITY OFNATIONAL CITY AND SOUTH BAY COMMUNITY SERVICES THIS AGREEMENT in entered into this ./ -/ day of �/�`/ 2O11. by and between the CITY OF NATIONAL C|TY, a munioipa| corporation (the "CITY"), and South Bay Community Services (the "CONTRACTOR"), REC|TALS WHEREAS, the CITY desires tnemploy aCONTRACTOR toprovide domestic violence response services for the grant funded CNldren Exposed to Domestic Violence specialized response program. WHEREAS, the CITY has determined that the CONTRACTOR is aweU established non-profit community -based nnoia| services provider and is qualified by experience and ability to perform the services desired by the C|TY, and the CONTRACTOR is willing to perform such services, NOW, THEREFORE, THE PARTIES HERETO DOMUTUALLY AGREE A8 FDLLDVV& 1 ENGAGEMENT OFCONTRACTOR. The CITY hereby agrees toengage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly bythe CONTRACTOR nrunder direct supervision ofthe CONTRACTOR. 2. SCOPE 0FSERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit ^A". Exhibt ^A^ consists of the Children Exposed to Domestic Vln|enms Specialized Response Program EV10 RFA (Application), Budget and the EV1OAward document. The CONTRACTOR shall be responsible for all research and nsvievvn ns|absd to the work and shall not ns|y on personnel of the CITY for such nervioen, except as authorized in advance bythe CITY. The CONTRACTOR shall appear atmeetings cited inExhibit ''A^tokeep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR frorn time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree tomeet ingood faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in oervicen, not to exceed a factor of5% from the bane amount. 3 PROJECT COORDINATION AND SUPERVISION. Lieutenant Keith Fifield hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision, and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Don Hunter is thereby is designated as the Project Director for the CONTRACTOR. 4 COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shah be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked, and materials., if any. The total cost for all work described in Exhibit "A" shall not exceed $57,552 per the budget given in Exhibit "A", without prior written authorization from the CITY. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit °A", as determined by the CITY. The CONTRACTOR must expend or encubmer all of their costs during the length of the Agreement, as specified in item 6 of this Agreement or those unexpended costs will be forfeited. The grant requires all funds be expended during the grant period. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the team of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each prepare a report which supports their position and file the same with the other party The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit " A This agreement covers the time period of January 1, 2011 to September 30, 2011. (The agreement only covers 9 months for 201 1 because the grant fiscal cycle previously used the calendar year but is now changed to coincide with the Federal FY). 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTORfor this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contempnraneni icly with the transfer of rinni imentc the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding 2 City's standard Agreement — June 2008 revision reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITYs employees, including but not limited to retirement., medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or sub CONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTORwith its subcontractor(s) shall require the sub CONTRACTOR to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent CONTRACTORs and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its suh CONTRACTORS, shall obtain and maintain a current city of Natinnal city business license prior to and during performance of any work pursuant to this Agreement. 3 Citys Standard Agreement -. June 2008 revision 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license., permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR 'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR 's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prier written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of 4 City's Standard Agreement -- June 2008 revision information; (ii) is, through no fault of the CONTRACTOR , hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION, The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its sub CONTRACTORS, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: L_ A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during tahs performance of tahuia Agreement, with a minimum coverage of $1 ,00n ,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 5 Citys Standard Agreement — June 2008 revision C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. Fi. Any aggregate insurance limits must apply solely to this Agreement. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attnrney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the 6 City's Standard Agreement — June 2008 revision dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement. or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination; all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR , whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR s breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivery l or cent as specified above shall he directed to the following persons: 7 City's Standard Agreement - June 2008 revision To CITY: To CONTRACTOR Keith Fifield (Project Coordinator) Lieutenant Police Department City of National City 1200 National City Boulevard National City, CA 91950-4301 Don Hunter Department Director South Bay Community Services 1124 Bay Boulevard, Suite D Chula Vista, CA. 91911 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter corning before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. EH If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR . 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any elate nr time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. 8 C!ty's Standard Agreement — June 2008 revision B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate. relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. L. No Inducement. Each of the Parties to this Agreement acknowledges for itself that it has read this Agreement and fully understands its contents and consequences and has voluntarily executed it. Each of the parties also warrants that no promise or inducement has been made or offered by any of the Parties, except as set forth herein, and that this Agreement is not executed in reliance upon any statement of representation of any of the Parties or their representatives, concerning the nature and extent of the injuries, damages or legal liability thereof. The Parties further represent that they have been represented by legal counsel during the course of the negotiations leading to the signing of this Agreement, and that they have been advised by legal counsel with respect to the meaning of this Agreement and its legal affect. Severance. If any court of competent jurisdiction declares or determines that any provision in this Agreement is illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining parts, terms and provisions, will not be affected. The provision found illegal, unenforceable, or invalid shall be deemed not a part of this Agreement. 9 City's Standard Agreement— June 2008 revision IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY SOUTH BAY COMMUINITY SERVICES By: By. Ron Morrison, Mayor =thry 'Lembo executive Director APPROVED AS TO FORM: Claudia G Silva City Attorney Department Director 10 City's Standard Agreement - June 2008 revision irc•Ra CERTIFICATE OF LIA ILITY INSURANCE OP ID AW DATE (MM/DD/YYYY) 04/18/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 2mPRODUCER Teague Insurance Agency, Inc. License #0525512 4700 Spring St., 4th Floor La Mesa CA 91942 Phone:619-464-6851 Fax:619-464-1901 GUN I At., I NAME: PHONE E-MAILC. No, Ext): E ADDRESS: FAX (NC, No): PROOUCER CUSTOMER ID SOUT-17 INSURER(S) AFFORDING COVERAGE NAIC # INSURED South Bay Community Services Inc. 1124 Bay Blvd., Suite D Chula Vista CA 91911 INSURER A : American States Ins, Co. INSURER B: Zenith Insurance Company INSURER C: General Insurance Co INSURER D: INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1SR LTR TYPE OF INSURANCE AUDI INSR 1113, WVD POLICY NUMBER • • • (MM/DDIYYYY) • • ' • (MM/DDIYYYY) LIMITS A C B GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 1OCOUR 7/1/92 01C1382969 07/08/10 07/08/10 07/08/11 07/03/11 EACH orn IRRENCE 5 1,000,000 . • •GE 10 HEN I EU PREMISES (Ea occurrence) 5100,000 X CLAIMS -MADE MED EXP (Any one person) 5 5,000 X GEN'L Retro Date PERSONAL & ADV INJURY 51,000,000 GENERAL AGGREGATE $ 3,000,000 AGGREGATE LIMIT APPLIES PER: PRO - POLICY JECT 1 X LOC PRODUCTS - COMP/OP AGG s 3 , 000 , 000 5 AUTOMOBILE X -- _ X X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AuTos NON -OWNED AUTOS 24CC23479710 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) 51 ,000 , 000 BODILY INJURY (Per accident) 5 PROPERTY DAMAGE (Per accident) $ 4,000,000 UMBRELLA LIAB EXCESS LIAB X OCCUR t CLAIMS -MADE 01X _ 98 07/08/10 07/08/11 EACH 0OCURRENCE AGGREGATE S 4 , 000 , 000 DEDUCTIBLE RETENTION 5 X _ tTORY LIMITS I ER $ WORKERS COMPENSATION AND EMPLOYERSLIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVCI OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N / A ZO 69'607103 01/01/11 01-7s`—,1112 EL. EACH ACCIDENT E.L DISEASE - EA EMPLOYE $ 1 , 000 , 000 5 1,000,000 i belo E.L. DISEASE - POLICY LIMIT S 1,000,000 II DESCRIPTION The Coverage operations officers, General Ins. Co. CM7745148 RETRO DATE 7/1/92 07/08/ 0 07/08/11 Occurrenc Aggregate $1,000 ,000 $3,000 ,000 Certificate OF OPERATIONS! LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space s required) Holder is added as Additional Insured for General Liabiltiy but only as their interest may appear with respect to the of the Named Insured (re: CalEMA grant) ** its elected officials, agents and employees CERTIFICATE HOLDER City of National City ** c/o City Attorney's Office 1243 National City Blvd. National City CA 91950-4301 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Endorsement Effective 01/01/11 Insured SOUTH BAY COMMUNITY SERVICES Policy No. Z069607104 Policy Period 01/01/11 To 01/01/12 Issued On 0/./2/7// WC-044J3-06B (Ed. 10-07) WORKERS COMPENSATION AND EMPLOYERS LIAI3IL1TY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5% of the California workers compensation premium otherwise due on such retnuneration. Min mum Premium: SO Schedule Person or Organization CITY OF NATIONAL CITY C/O CITY A I'l ORNEY OFFICE 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950 RE: ALL CALIFORNIA OPERATIONS OF THE NAMED ENSURED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated, ZEJVTIH INSURANCE COMPANY At San Diego. CA FILE COPY PRESIDENT Endorsement No. 13 4i DATE (MMIDDIYYYY) 12/29/10 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. CERTIFICATE OF LIABILITY INSURANCE OP ID A;a IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Teague Insurance Agency, Inc. License #0525512 4700 Spring St., 4th Floor La Mesa CA 91942 Phone:619-464-6851 L'ax:619-464-1901 INSURED South Bay Community Services Inc. 1124 Bay Blvd., Suite D Chula Vista CA 91911 NAME: PHONE I-AX (NC, No, Ext): 1. (A1C, No): ADDRESS: PRb11OCER CUSTOMER ID tt: SOUT-17 INSURER(S) AFFORDING COVERAGE NAIC INSURER A: Zenith Insurance Company INSURER B : INSURER C : INSURER 0: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONS INSR- LTR IS - TO CERTIFY THAT THE POLICIES OF NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY PERTAIN, AND CONDITIONS OF SUCH POLICIES. INSURANCE ADDL.-SUBP INSR LISTED BELOW HAVE BEEN ISSUED TERM OR CONDITION OF ANY CONTRACT THE INSURANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED TO THE INSURED OR OTHER DESCR BY PAID EFh (MMIDDIYYYY( NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS BED HEREIN IS SUBJECT TO ALL THE TERMS, CLAIMS. TYPE OF INSURANCE 44ND --POLIC1 POLICY NUMBER POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY -'--- COMMERCIAL GENERAL LIABILITY I - ._ i CLAIMS-MAOE. L ] OCCUR GEN'L AGGREGATE LIMIT APPLIES PER. ---, POLICY I`_..' PRO. C JECT ] LO EACH OCCURRENCE I$ DAMAGETO RENTFTS—'— -------..'...._.._.------ PREMISES (Ea occurrence) S MEO EXP (Any one person) $ PERSONAL G ADV INJURY 1 $ GENERAL AGGREGATE i$ PRODUCTS • COMP/OP AGG 5 $ AUTOMOBILE LIABILITY ANY AUTO : ALL OWNED AUTOS SCHEDULED AUTOS 1'OS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT' (Ea accident) s BODILY INJURY (Per person) 5 BODILY INJURY (Per accident) PROPERTY DAMAGE — (Per accident) 5 ---_---- S $ UMBRELLA LIAR I OCCUR EXCESS i_IAB -..1 I CLAIMS -MADE DEDUCTIBLE-. RETENTION S EACH OCCURRENCE $ AGGREGATE S -----..._.._.._ 5 ! $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIV OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A Z069607104 01/01/11 01/01/12 X STAIU. GTTL TORY LIMITS I ER E.L. EACH ACCIDENT $ 1000000 E.L. DISEASE • EA EMPLOYEE`5 10 O O 0.00 E.L. DISEASE • POLICY LIMIT i $ 10 0 0 00 0 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) All California Operations of the Named Insured CANCELLATION City of National City c/o City Attorney Office 1243 National City Blvd National City CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /) G�hc<• /ii ©1968-2009 ACORD CORPORATION, All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD REPRINTED FROM THE ARCHIVE THE ORIGINAL TRANSACTION MAY INCLUDE ADDITIONAL FORMS GENERAL INSURANCE COMPANY OF AMERICA SEATTLE, WASHINGTON PAGE 01 *************************************** * POLICY CHANGE * * EFFECTIVE: 04-26-11 * **************************************4 NAMED SOUTH BAY COMMUNITY SERVICES INSURED INC. MAILING 1124 BAY BLVD STE D ADDRESS: CHULA VISTA, CA 91911 POLICY PERIOD: FROM 07-08-10 TO 07-08-11 POLICY NUMBER: 24-CC-284797 -1 AGENT: NORTH ISLAND FACILITIES 19119 NORTHCREEK PARKWAY SUITE 109 BOTHELL WA 98011 31-1712a (702) (425) 486-1011 *********************************************************************************** * * * THE CHANGE IN YOUR POLICY RESULTS IN NO CHANGE IN PREMIUM. * * * * ADDING ADDITIONAL INSURED AS SHOWN * * * *********************************************************************************** THE FOLLOWING HAS BEEN ADDED OTHER # 1 CITY OF NATIONAL CITY ITS INTERESTS: ELECTED OFFICIALS OFFICERS, AGENTS & EMPLOYEE. C/O CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 ADDITIONAL INSURED PREMISES #999 9 -CM(01 -86) REDMOND REGION SAF (10200 ) INSUREDCOPY PREPARED 04-26-11 AFP.META2-26TRINT001.2674.0007.P RE -PRINTED FROM THE ARCHIVE, THE ORIGINAL TRANSACTION MAY INCLUDE ADDITIONAL FORMS COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 POLICY NUMBER: 01-CI -382969-1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or OrganIzation(s) CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS,AGENTS AND EMPLOYEES C/O CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 Information requlred to competethis Schedule, fnot shownabov will be shownIn the Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage or "personal and advertising injury" caused, In whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or 13. In connection with your premises owned by or rented to you. ISO Properties, Inc., 2004 CG 20 26 07 04 AFPNETA2•26•PPINT001.267060174.