HomeMy WebLinkAboutContract - 07/24/2024 - 2077 AGREE ENT FOR PROFESSIONAL CONSULTING SERVICES
BET EEN
THE CITY OF CATHED L CITY
AND
TA JAC LLC.
This Agreement for Professional Consulting Services ("Agreement") is entered into
as of July 24, 2024, ("Effective Date") by and between the City of Cathedral City, a
municipal corporation ("City") and TA JAC LLC., a consulting firm located in Harlingen,
Texas, ("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 informal request for proposals, the performance of the
services defined and described particularly in Section 2 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Section 2 of this Agreement, was selected
by the City to perform those services.
C. Consultant was selected by the City on the basis of Consultant's
demonstrated competence and the professional qualifications necessary for the
satisfactory performance of the services required.
D. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Professional Services Agreement and the City Manager has authority to
execute this Agreement.
E. The Parties desire to formalize the selection of Consultant for performance
of those services defined and described particularly in Section 2 of this Agreement and
desire that the terms of that performance be as particularly defined and described herein.
OPE- TIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and adequacy of
which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREE ENT.
a) Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement,the Term of this Agreement is for twelve months commencing on the Effective
Date with an option to extend the Agreement for two additional one-year terms.
- 1 -
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
a) Scope of Services. Consultant agrees to perform the services set forth in Exhibit
"A" "Scope of Work" (hereinafter, the "Services") and made a part of this Agreement by
this reference.
b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in the individual Task Order. Should the Services not be completed
pursuant to that schedule, the Consultant shall be deemed to be in Default of this
Agreement. The City, in its sole discretion, may choose not to enforce the Default
provisions of this Agreement and may instead allow Consultant to continue performing
the Services.
SECTION 3. ADDITIONAL SERVICES.
Consultant shall not be compensated for any work rendered in connection with its
performance of this Agreement that are in addition to or outside of the Services unless
such additional services are authorized in advance and in writing in accordance with
Section 25 "Administration and Implementation" or Section 27 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant
the hourly rates specified in Exhibit "B" and made a part of this Agreement by this
reference. The total compensation, including reimbursement for actual expenses, shall
not exceed Thirty-Five Thousand Dollars per year j35,000/year), unless additional
compensation is approved in writing in accordance Section 25 "Administration and
Implementation" or Section 27 "Amendment" of this Agreement. If and when such work
is authorized, such additional work shall be deemed to be part of the services.
b) Each month Consultant shall furnish to City a separate, original invoice for all work
performed and expenses incurred during the preceding month. The invoices shall detail
charges by the following categories: labor(by sub-category), travel, materials, equipment,
supplies, and sub-contractor Professional contracts. Sub-contractor Professional
invoices shall be detailed in the same manner as Consultant invoice. 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. In the event that no charges or expenses are disputed, the invoice shall be
approved and paid according to the terms set forth in subsection (c). 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.
c) Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, 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.
- 2 -
d) Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Consultant's work under this Agreement,
either during performance or when completed. City shall reject or finally accept
Consultant's work within sixty (60) days after submitted to City. City shall reject work by
a timely written explanation, otherwise Consultant's work shall be deemed to have been
accepted. City's acceptance shall be conclusive as to such work except with respect to
latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of
Consultant's work by City shall not constitute a waiver of any of the provisions of this
Agreement including, but not limited to, Section 15 "Indemnification" and Section 16
"Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
a) All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Consultant in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or otherwise
disposed of by City without the permission of the Consultant. Upon completion, expiration
or termination of this Agreement, Consultant shall turn over to City all such original maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files and other documents.
a) If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Consultant in the course of providing the Services pursuant to this Agreement,
Consultant's guarantees and warranties in Section 9 "Standard of Performance;
Familiarity With Work" of this Agreement shall not extend to such use of the maps,
models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents.
SECTION 7. CONSULTANT'S BOOKS AND RECORDS.
a) Consultant shall maintain any and all documents and records demonstrating or
relating to Consultant's performance of the Services. Consultant shall maintain any and
all ledgers, books of account, invoices, vouchers, canceled checks, or other documents
or records evidencing or relating to work, services, expenditures and disbursements
charged to City pursuant to this Agreement. Any and all such documents or records shall
be maintained in accordance with generally accepted accounting principles and shall be
sufficiently complete and detailed so as to permit an accurate evaluation of the services
provided by Consultant pursuant to this Agreement. Any and all such documents or
records shall be maintained for three (3) years from the date of execution of this
- 3 -
Agreement and to the extent required by laws relating to audits of public agencies and
their expenditures.
b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies of
such documents or records shall be provided directly to the City for inspection, audit and
copying when it is practical to do so; otherwise, unless an alternative is mutually agreed
upon, such documents and records shall be made available at Consultant's address
indicated for receipt of notices in this Agreement.
c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or
termination of Consultant's business, City may, by written request, require that custody
of such documents or records be given to the City. Access to such documents and
records shall be granted to City, as well as to its successors-in-interest and authorized
representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
a) Consultant is and shall at all times remain a wholly independent contractor and not
an officer, employee or agent of City. Consultant shall have no authority to bind City in
any manner, nor 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.
b) The personnel performing the Services under this Agreement on behalf Consultant
shall at all times be under Consultant's exclusive direction and control. Neither City, nor
any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Consultant or any of Consultant's officers, employees,
or agents except as set forth in this Agreement. 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.
c) 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.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
a) 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. Consultant shall at all times faithfully,
competently and to the best of its ability, experience and talent, perform all Services. In
meeting its obligations under this Agreement, Consultant shall employ, at a minimum,
generally accepted standards and practices utilized by persons engaged in providing
services similar to the Services required of Consultant under this Agreement, and shall
-4 -
use such skill, prudence, and diligence as other members of Consultant's profession
commonly possess and exercise. In addition to the general standards of performance
set forth this section, additional specific standards of performance and performance
criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to
Consultant's work under this Agreement. Where there is a conflict between a general
and a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
b) Consultant warrants that(1) it has thoroughly investigated and considered the work
to be performed, (2) it has investigated the issues, regarding the scope of services to be
provided, (3) it has carefully considered how the work should be performed, and (4) it fully
understands the facilities, difficulties and restrictions attending performance of the work
under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Consultant shall keep itself informed of and comply with all applicable federal, state
and local laws, statutes, codes, ordinances, regulations and rules in effect during the term
of this Agreement. Consultant shall obtain any and all licenses, permits and
authorizations necessary to perform the Services set forth in this Agreement. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City,
shall be liable, at law or in equity, as a result of any failure of Consultant to comply with
this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Consultant that California prevailing wage laws do
not apply to this Agreement because the Agreement does not involve any of the following
services subject to prevailing wage rates pursuant to the California Labor Code or
regulations promulgated thereunder: Construction, alteration, demolition, installation, or
repair of work performed on public buildings, facilities, streets or sewers done under
contract and paid in whole or in part out of public funds. In this context, "construction"
includes work performed during the design and preconstruction phases of construction
including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Consultant shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical
condition or marital status in connection with or related to the performance of this
Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Contractor 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
- 5 -
Contractor so employ such unauthorized aliens for the performance of the Services, and
should the any liability or sanctions be imposed against City for such use of unauthorized
aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
a) 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 the
Services. 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 City Manager. 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.
b) City may determine that Consultant must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. If such a determination is made, Consultant shall file the subject
Form 700 with the City Clerk's Office pursuant to the written instructions provided by the
Office of the City Clerk within ten (10) days of the request.
c) City understands and acknowledges that Consultant is, as of the date of execution
of this Agreement, independently involved in the performance of non-related services for
other governmental agencies and private parties. Consultant is unaware of any stated
position of City relative to such projects. Any future position of City on such projects shall
not be considered a conflict of interest for purposes of this section.
d) City understands and acknowledges that Consultant will, perform non-related
services for other governmental agencies and private parties following the completion of
the Services under this Agreement. Any such future service shall not be considered a
conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; 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 City Manager, except as may be required by law.
b) Consultant, its officers, employees, agents or subcontractors, shall not, without
prior written authorization from the City Manager or unless requested by the City Attorney
of City, voluntarily provide 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.
- 6 -
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 thereunder. 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.
SECTION 16. INDEMNIFICATION.
a) Indemnification Consultant. As provided under Civil Code Section 2782.8,
Consultant shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all
claims. actions and proceedings (whether at law or equity, administrative or judicial),
demands, orders, judgments, losses, liabilities, damages, costs and expenses, including
attorney's fees and costs, (collectively "Claims") to the extent same arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its
officers, agents, employees or sub-consultants (or any entity or individual that Consultant
shall bear the legal liability thereof) in the performance of professional services under this
Agreement, with the understanding that in the event Claims are found by the trier of fact
to have been caused by the joint or concurrent negligence of the City and its contractors
and Design Professionals, and Consultant, damages and expenses from both indemnity
and duty to defend obligations shall be borne by each party in proportion to its negligence.
b) Indemnification from Subcontractors. Consultant agrees to obtain executed
.......... ...
indemnity agreements with provisions identical to those set forth here in this section from
each and every sub-consultant, subcontractor or any other person or entity involved by,
for, with or on behalf of Consultant in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such
indemnity obligations from others as required here, Consultant agrees to be fully
responsible according to the terms of this section. Failure of City to monitor compliance
with these requirements imposes no additional obligations on City and will in no way act
as a waiver of any rights hereunder. This obligation to indemnify and defend City as set
forth herein is binding on the successors, assigns or heirs of Consultant and shall survive
the termination of this Agreement or this section.
c) Citv's Negligence. The provisions of this section do not apply to Claims occurring
as a result of City's sole negligence. The provisions of this section shall not release City
- 7 -
from liability arising from gross negligence or willful acts or omissions of City or any and
all of its officials, employees and agents.
SECTION 17. INSURANCE.
Consultant agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of
this Agreement. All insurance policies shall be subject to approval by City as to form and
content. These requirements are subject to amendment or waiver if so approved in writing
by the City Manager. Consultant agrees to provide City with copies of required policies
upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Consultant are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and
entities who will fulfill the duties and obligations imposed upon Consultant under this
Agreement. In recognition of that interest, Consultant shall not assign or transfer this
Agreement or any portion of this Agreement or the performance of any of Consultant's
duties or obligations under this Agreement without the prior written consent of the City.
Any attempted assignment shall be ineffective, null and void, and shall constitute a
material breach of this Agreement entitling City to any and all remedies at law or in equity,
including termination of this Agreement pursuant to Section 19 "Termination of
Agreement." City acknowledges, however, that Consultant, in the performance of its
duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
a) 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. Consultant shall notify City of any changes in Consultant's staff and
subcontractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT.
a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Consultant. In the event such notice is
given, Consultant shall cease immediately all work in progress.
b) Consultant may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
c) If either Consultant or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Consultant, or City may
terminate this Agreement immediately upon written notice.
- 8 -
d) Upon termination of this Agreement by either Consultant or City, all property
belonging exclusively to City which is in Consultant's possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred
by Consultant, prepared as set forth in Section 4"Compensation and Method of Payment"
of this Agreement. This final invoice shall be reviewed and paid in the same manner as
set forth in Section 4 "Compensation and Method of Payment" of this Agreement.
SECTION 21. 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 Section 19 "Termination of Agreement." 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.
SECTION 22. EXCUSABLE DELAYS.
Consultant shall not be liable for damages, including liquidated damages, if any,
caused by delay in performance or failure to perform due to causes beyond the control of
Consultant. Such causes include, but are not limited to, acts of God, acts of the public
enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods,
epidemics, strikes, embargoes, and unusually severe weather. The term and price of this
Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available
to City as public records, and which are necessary for carrying out the Services shall be
furnished to Consultant in every reasonable way to facilitate, without undue delay, the
Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing,
addressed as follows:
- 9 -
To City: City of Cathedral City
Attn: Charlie P. McClendon
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Consultant: TAMJAC LLC.
Attn: Tammy Jackson
21091 FM 507
Harlingen, TX 78550
Notice shall be deemed effective on the date delivered or transmitted by facsimile or,
if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents
and warrants that he/she/they has/have the authority to so execute this Agreement and
to bind Consultant to the performance of its obligations hereunder.
SECTION 26. AD INIST A TION AND I PLE ENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27"Amendment" and the City Manager's
contracting authority under the Cathedral City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors
and assigns of the Parties.
SECTION 28. AMEND ENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Consultant and by the City. The City Manager shall have the
authority to approve any amendment to this Agreement if the total compensation under
this Agreement, as amended, would not exceed the City Manager's contracting authority
under the Cathedral City Municipal Code. All other amendments shall be approved by
the City Council. The Parties agree that the requirement for written modifications cannot
be waived and that any attempted waiver shall be void.
SECTION 29. 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
- 10 -
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision nor 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.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws
of the State of California. In the event of litigation between the Parties, venue in state trial
courts shall lie exclusively in the County of Riverside, California. In the event of litigation
in a U.S. District Court, venue shall lie exclusively in the Central District of California, in
Riverside.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether oral
or written, or entered into between Consultant and City prior to the execution of this
Agreement. No statements, representations or other agreements,whether oral or written,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. ELECTRONIC SIGNATURE
The Parties agree that, in accordance with the City's Electronic Signature Use Policy,
adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic
signatures to execute this Agreement. Any use of electronic signatures to execute this
Agreement shall comply with the City's Electronic Signature Use Policy, and such
signatures shall have the same force and effect as if this Agreement were executed by
hand. Contractor acknowledges that it has had an opportunity to request and review the
City's Electronic Signature Use Policy, and Contractor agrees to comply with the
Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the
City harmless from any claim, damage, or liability associated with transmitting an
electronic signature or an electronically signed record by electronic transmission.
- 11 -
SECTION 35. CONFLICTING TER
S.
Except as otherwise stated er in, if the terms of this Agreement conflict with the
terms of n Exhibit ereto, or with the terms of n document incorporated by reference
into this Agreement, the terms of this Agreement shall control.
HEREOF,IN ITNESS the i hereto v executed this Agreement on the
date and year first-above ri en.
Charles P. McClendon Tammy Jac l r
City er Owner
ATTEST:
Tracey ..er osillo, CMC
City Clerk
APPROVED AS TO F0- M
Eric S. ITVail
City Attorney
CONSULTANTSNOTE: , AND
ATTESTATIONSAPPROPRIATE INCLUDED
REQUIREDI , OR
REGULATIONSOTHER RULES OR '
ENTITY.BUSINESS
- 12 -
FA 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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On , 2024
before me,
Date Name And Title Of Officer(e.g."Jane Doe,Notary Public")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, 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.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) - Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
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.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On , 2024
before me,
Date Name And Title Of Officer(e.g."Jane Doe,Notary Pul;c')
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, 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.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) " Limited
- General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
A-1
June 20,2O24
Engineering Department
go Andrew Lee
City of Cathedral City
68-700Avenida La|mGuerneno
Cathedral City,[A92234
RE: Request for Proposals
CD8G Support Services
Dear Andrew,
It is with immense pleasure that ) provide my response toyour Request for Proposals seeking qualified
individuals to provide CD8G Support Services bz the City wf Cathedral City.
It is my intent, with this proposal, to provide the City of Cathedral City with a higher level of personal
service than you may have experienced in the past.I propose to do this by being the single point of contact
and by providing consistency in knowledgeable expertise in the implementation of your Community
Development Block Program.
It is rnV objective as an independent contractor to provide professional, experienced, knowledgeable
services and technical assistance through responsive and interactive relationships with residents,
businesses, government officials and city staff; and provide consistency to adhere to established
programmatic schedules.
As stated in Section V| of the RFP, | provide the fo||ovv|n8 information to Cathedral City for possible
inclusion inthe Agreement.The Agreement appears tm contain the required provisions pertaining twthe
CQQG program with the exception of the provisions of 2 CFR 180'220 regarding Debarment and
Suspension'
As per the Scope of Services, this is not a retainer type contract and work will be assigned and
completed.As | am sure you are aware, in administering the CDB0 program there are many continual
ordinary tasks such as maintenance of |D|S, maintaining data for reports, reviewing policies, research
needed when drafting new policies, review of HUD's mebpoge for CP0 Notices, updates, training,
atteodingm/ebinans, etc. These are just a few of the ordinary tasks that are undertaken on a continual
basis and can be quite time-consuming when performed properly.These proactive and ordinary tasks are
instrumental for a successful [D8Gprogram.
For your consideration, | have provided three cost proposals as an option for Cathedral City. The first
option is the hourly rate as requested /n the RFP. The other two options have proven tobe a cost savings
to many communities while providing quality implementation of the CDBG program.The second option
isa full retainer tYpecontract with a monthly report of activities undertaken. With this type ofcontract,
the contractor is responsible to undertake the tasks regardless of the number of hours that may be
required to undertake the task. This is often a preference as billing aten hourly rate can be quite costly
whereas with a retainer, you get what you need, regardless of the hours that may be required for the
consultant to perform the task as provided for in the executed agreement. A detailed invoice isprovided
each month with the tasks performed. The final option ioa hybrid ofa retainer contract and hourly rate.
A retainer is provided for the ordinary tasks and the other tasks are billed at an hourly rate. Each program
is uniquely different therefore,there are many options available.
For the City ofCathedral City, it is my objective to be an independent contractor capable of providing
experienced, knowledgeable and professional management services; be responsive and maintain
excellent working relationships with residents,businesses,government officials and city staff;and provide
consistency to adhere to established pnp&nanonnatic schedules while meeting the needs of the low to
moderate income areas and residents. It is my intent to work with staff to make an already great program
even better being cognizant of the wants, needs, and desires of the governing body while meeting the
program requirements to protect the funds and ensure future federal allocations.
TAKH]AC is knowledgeable of and has a proven track record of compliance with federal, state and local
laws, and will incorporate the City of Cathedral City'u Municipal Code in ensuring continued program
compliance.
Should you have any further questions or concerns, please feel free to contact me via phone at(956)564-
0477 or via email at tammviackson604@outlook.com.
As a woman owned business,I thank you for the opportunity to submit this response to the RFP and I look
forward to working with you and assisting in your efforts to make a difference in your community.
Respectfully Submitted,
Tammy A.Jackson, Owner
TAK4]4C, LLC.
1d , I ,/I l�,1 111 oilwvy lv JI `v` 1 N 11 .,@ , 1(,,r,,,; I� I :;,i , 1 Yv', i„' �y f \ 1 .d 1
,,\I V'.l V/ 11 ` �; I iii `\1`, V ,,, I�� V„ 1 1 v i � j1 \ i', I
11 1 Y" tt l 1 v 111 Df' lillq i` `p .
t i
P PO L O I ,O I E ' BG SUPPORT [ .VI
ATHEDRA ITY I LUIP R
Q'VERViE \
TAMJAC, LLC, through its owner, Tammy Jackson, is pleased to submit this proposal to provide CDBG
support services to Cathedral City to help manage the City's Community Development Block Grant
Program. Ms.Jackson has over 25 years of experience in administering over$2 million dollars in federal
funds on an annual basis, specifically the CDBG (24 CFR Part 570)and HOME(24 CFR Part 92) programs.
As a previous Community Development Director with a solid history of successful and
impactful relationships with key stakeholders, TAMJAC possesses extensive knowledge and
experience required in administering all aspects of the Community Development Block Grant program.
Ms. Jackson is also well versed of the Code of Federal Regulations, Title 24 Housing and Urban
Development Part 91; and understands that the necessity of a successful completion of the Consolidated
Plan and Annual Action Plan will result in millions of HUD federal funds that will increase
affordable housing and economic development opportunities thus mitigating challenges such as,
homelessness and lack of affordable housing for thousands of residents located in the Jurisdiction.
Ms.Jackson has successfully implemented HUD regulated planning documents to meet the requirements
of the Code of Federal Regulations,Title 24 Part 570 and 91 to include development of the Consolidated
Plan,Annual Action Plan,Consolidated Annual Performance and Evaluation Report(CAPER),Subrecipient
Management and Oversight, Integrated Disbursement and Information System (IDIS)and HERO's, HUD's
Environmental Review Online System,and compliance with the many applicable federal regulations such
as Davis Bacon and related Acts, Federal Funding Accountability and Transparency Act, Affirmatively
Furthering Fair Housing, Lead Base Paint, Buy American Build American, Debarment and Suspension, the
provisions of 2 CFR 200, and many other applicable regulations that may be triggered.
TAMJAC, LLC has the required insurance provisions, is registered in SAM.gov with a Unique Entity ID,
and possesses the knowledge, capacity, and ability to successfully undertake the provisions as stated
in the scope of services as provided in the RFP.
The Scope of Services
TAMJAC has thoroughly read the Request for Proposals and has the capacity to develop policies,
procedures, documents, reports, and methods to ensure that Cathedral City has a successful CDBG
program. The following tasks are necessary for proper implementation and administration of a CDBG
program and differ slightly from the Scope of Services provided in the RFP.
• Review Citizen Participation Plan and recommend any changes to comply with 24 CFR 91.105.
• Develop the FY 25-26 Annual Action Plan in accordance with the FY 22-26 Consolidated Plan and
HUD requirements.
• Perform relevant consultations and data collection to complete the required HUD tables and the
analysis of housing and non-housing needs.
1
w Prepare an Executive Summary for the Annual Action Plan.
• Assist City Staff to assess the existing community needs as necessary to develop new strategies,
goals,and priorities.
• Assist City Staff with development of new strategies, objectives, priorities and programs for
inclusion in the Annual Action Plan.
• Develop and incorporate a performance measure component as required by HUD regulations.
• Conduct consultations with private agencies, public agencies and community groups as required.
* Arrange public meetings to solicit input in accordance with the City~o adopted Community
Participation Plan for the Annual Action Plan.
w Complete other additional specific actions asrequired by HUD.
w Assist the City in requesting and reviewing proposals for subrecipient CDBG funding.
w Prepare reports and public hearing notices for citizen input on the allocation of annual funds
and/or any changes in the CQGG allocation offunds.
w Preparation ofsubrwcipientagreements.
p Applicable environmental review for HUD Environmental Review Online System (HERC>S)
compliance for CENST, CEST that can convert toExempt, and Exempt activities.
w |D|S—
o Enter and Annual Action Plan in |D|S and make any revisions necessary byHUD.
u Upload and maintain projects/activities on the XD|S system. This includes |D|5 set up of
new activities and maintenance of activity status.
o Enter and maintain project andact|nityaccmrmp|ishnnents'
o Generate ID|5 reports, review for accuracy,and make any necessary changes.
o Fund activities as per City staff.
o Create and or review dnaxvdoxvnvouchers as requested.
o Perform |D|S clean upactions.
o Create program income receipts as directed by staff.
o Provide preschedu|edtethnica/assistance to staff.
m Administer subredpientagreements including reviewing invoices for eligible costs and providing
technical assistance%osubnecipient, ifneeded.
w Coordinate with City Finance for dram/dovvns and quarterly cash onhand.
w Meet with City Staff to discuss program status.
w Prepare and submit the Consolidated Annual Performance and Evaluation Report([A9ER).
* Maintain records in compliance with federal regulations 2 CFR2OO and the single audit act.
* Provide CDBG financial management assistance and technical assistance to sVbnecipients and
contractors.
• Provide Davis-Bacon (prevailing wages) and HUD/Section 3 monitoring and contract compliance
for construction projects.
w Ensure compliance with all applicable federal,state,and local laws,rules,regulations,and policies
aa they apply for HUD Endowments.
m Advise the City of the availability of additional sources offunds.
w Provide other administrative services toensure compliance with all[DBG Federal regulations and
County policies,as they may change from time bmtime.
• Act asthe Cit/s liaison and representative.
w Monitor of programs and files for program compliance and eligibility.
* Review HUD required policies and procedures 10 ensure compliance with HUD regulations.
• Draft, update, and present for approval additional policies and procedures to strengthen and
solidify the Ci1y~sCD8G policies and procedures.
• Train designated City staff member onCD8GTasks.
2
Qualifications
As provided inthe Overview,TAMJAC possesses the qualifications to undertake the scope of services in
providing CDBG Support Services pertaining to the Community Development Block Grant Program.
* Extensive knowledge of HUD Rules and Regulations; particularly Chapter 34 of The Code of
Federal Regulations ([FR) Part57CL proven track record with the City of Harlingen, Texas as
Community Development Director for several decodes without receiving a finding of
noncompliance from HUD in any ofthe programs administered (CQBG, HOME, NSP, Disaster
Recovery, ARP, etc.) and providing consultant services to entitlement communities the past
several years.
• Familiar with the Fair Housing Laws and Fair Housing-Related Presidential Executive Orders.
* Familiar with labor laws and applicable wage and hour requirements.
• Successfully submitted over 30 Annual Action Plans and CAPER's along with all required reporting
requirements.
* Prepared and submitted numerous,5 Year Consolidated Plans including the required components.
* Established planning calendars 1m ensure compliance and held required public hearings and
meetings to obtain citizen input and provide information tothe governing body.
• Created graphs,charts,tables, and reporting formats to document and illustrate the significance
pf the impact and benefits ofthe CDQG program in the community.
m Successfully created target neighborhood improvement programs for a defined area.
• Received HUD sponsored and required training pertaining to all aspects of the CDBG and HOME
program consistently over a30-yearperiod.
• Strong knowledge of the Integrated Disbursement and Information System(IDIS).
• Ability and knowledge to prepare Exempt, CENST,and CEST converting to Exempt Environmental
Review Records.
w Familiar with the Uniform Relocation Act Section 504, Section 3, Procurement and purchasing
program provisions, duplication of benefit provisions, compliance with National Objectives and
eligibility of[D8G activities.
• Developed policies, procedures,and form for program compliance.
Cost Proposal (See Professional Service Rate Sheet attached)
Hourly Rate Option
The personnel rate for Tammy Jackson, Owner,to perform the professional services shall be at a rate of
$85 per hour, billed in Y2hour increments.This rate is inclusive of salary,fringe,and indirect costs. Hours
shall be determined upon written notice of task requested by the City as provided in Section II-Scope of
Services of the RFP'
The aforementioned rate includes the costs to perform Environmental Review Records for Exempt and
Categorically Excluded Not Subject to58.S'
This proposal does not include the performance or undertaking of environmental reviews that require
environmental specialist such as soil testing, flood elevations, radon testing, lead or asbestos testing,
structures or areas that are of historical significance,etc.which are categorized as Categorically Excluded
Subject to 58.5 and Environmental Assessments. These types of environmental reviews must be
undertaken by Environmental Professionals that are qualified,trained and have the required licenses to
perform these services.
3
Note:The costs associated with the Environmental Review can be considered an activity delivery cost and
charged tqtheproject/activity instead of charging to the grant as planning and administration which has
a209Ccap.
Travel
Should the need arise for TAMJAC to travel to conduct business for the City, all costs will comply with the
California per d|enn rates in effect ot the time and shall be pnpapprpved, in writing, by the City and
reimbursed toTAK4]AC. All travel costs will be 100% reimbursable toTAM]AC' Travel costs include the
costs of reasonable transportation (airfare, train, bus, vehicles (taxi, ride share (Uber/Lift)) and any
associated costs such as parking, highway tolls, lodging, and meals. All costs incurred will comply with 2
CFR200.
Retainer Rate Option
At the [by's option, TA&4]ACwill perform the professional services as stated above for flat rate of
$5[iOOO'OO per year and shall include all personnel,and a minimum of 12 hours perweek will be dedicated
to your CDBG program.Should additional hours be required to complete any task,�TAK4]AC will perform
the task atno additional cost to the City. Should the need arise for TAh8]ACtm travel tm conduct business
for the City, all costs will comply with the federal per diern rates in effect at the time and shall be
preapprovad|nvxritingbVtheCityand reimbursed tmTAM]A[as provided inpara8raphfmurofthissection'
TAMJAC will provide a monthly invoice to City in the amount of$4,500.00 with a description of the work
performed during the month.
Term ofRate(s)
The rate(s)aforementioned shall be in effect for 12 months,with an understanding of an option to extend
for two(2)additional one(1)year terms at a rate to be negotiated and agreeable to both City and TAMJ4C.
Combined Rates Option
At the City's option,TAMJAC will perform the professional services as stated above for a flat rate of$2,000
per month for ordinary costs as detailed below and rate of$85 per hour, billed in Yz hour increments for
any tasks performed that are not defined as ordinary, This rate is inclusive of salary,fringe, and indirect
costs. Hours shall be determined upon written notice of task requested by the City as provided in Section
||-Scopeof Services of the RFP.
Should the need arise for TAMJAC to travel to conduct business for the City,all costs will comply with the
California per dienn rates in effect at the time and shall be preapproved in writing by the City and
reimbursed to TAK4JA[ as provided in paragraph four of this section. TAK8JAC will provide a monthly
invoice to City in the amount of$4,500.00 with a description of the work performed during the month.
� |D|S—
o Upload and maintain projects/activities on the |U|Ssystenn. This includes |O|3set up of
new activities and maintenance wf activity status.
o Enter and maintain project and activity accomplishments.
m Generate I DIS reports, review for accuracy,and make any necessary changes.
o Fund activities as per City staff.
o Create and or review dnavvdovvn vouchers asrequested.
o Perform |D|S clean upactions.
4
o Create program income receipts as directed by staff.
o Provide prescheduled technical assistance tostaff.
• Administer subredpientagreements including reviewing invoices for eligible costs and providing
technical assistance tosubnecipient, ifneeded.
• Request and review mnmnth|n/ouarter|mannua|accomplishments.
* Coordinate with City Finance for droxvdovvns and quarterly cash onhand.
m Meet with City Staff tm discuss program status.
w Provide CDBG financial management assistance and technical assistance to subrecipients and
contractors.
* Provide Davis-Bacon (prevailing wages) and HUD/Section 3 monitoring and contract compliance
for construction projects.
w Ensure compliance with all applicable federal,state,and local laws,rules,regulations,and policies
as they apply for HUD Endowments.
* Advise the City of the availability mf additional sources offunds.
w Provide other administrative services to ensure compliance with all CDBG Federal regulations and
County policies,as they may change from time totime.
• Act as the Citys liaison and representative.
• Monitor of programs and files for program compliance and eligibility.
• Review HUD required policies and procedures toensure compliance with HUD regulations.
* Train designated City staff member onCDBGTasks.
Thank you for considering this submission and I look forward to the privilege of working with Cathedral
City. I certify that the information and data submitted are true and complete to the best knowledge of my
affixing my signature hereto.TAMJAC shall make a commitment to accept the terms and conditions in the
RFP and Professional Services Agreement,including acknowledgment of receipt of all amendments and/or
addenda to the RFP.There are no exceptions to the RFP. The proposal shall remain valid for a period of
not less than 120 days from the date ofsubmittal.
If you have questions on this proposal,feel free to contact Tammy Jackson at your convenience by email
attammnmyjachson6O4@ou1|ook'connmr6v phone at/9S6\564-O477.
Thank you for your consideration,
�
Tammy A.Jackson
TAKHJAC, LLC
EXHIBIT "B"
CO PENSATION
B-1
ATTACHMENT
CATHEDRAL CITY
C08G Support Services
Professional Service Rate Sheet
In response to the Request for Proposal for the Community Development 0|mmk Grant Program, CDBG
/ Support Services, I will accept as full payment the following hourly rate by person and title to provide the
as needed professional services as defined in the Scope mfWork.
Name mfFirm: 7AMLLC
�
SCHEDULE OF PROFESSIONAL SERVIES HOURLY BILLING TES:
Staff name and title: Hourly Rate
Tammy Jackson, Owner/Principle $85.00
REIMBURSABLE TRAVEL EXPENSES:
Transportation-Actual cost of airfare,car rental (including associated costs for fuel),taxi, ride share,
train, bus,etc.
Lodging-$142 per night
Meals and Incidental Expenses-$59'QO per day
Transportation costs will be preapproved,in writing, by City and Contractor.
Receipts will be provided to CITY for reimbursable lodging and transportation expenses.
Reference Rates:Po�het.Ti�w�/�1ulide,(c�gq�),
RATE INCREASES:
For the initial one-year term of the Agreement,the proposes amount shall not exceed the hourly rate
quoted.
The hourly rate may be adjusted on the anniversary date by the same percentage of increase in the
Consumer Price Index-Urban Area for Riverside County,California for the previous 12 months.
Consux1el Price Index,,Riverside Area_xxa"2o24 :Western
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Consultant shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement,
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Services by Consultant, its agents,
representatives or employees. Consultant shall procure and maintain the following scope
and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability(CGL): Insurance written on an occurrence basis
to protect Consultant and City against liability or claims of liability which may arise out of
this Agreement in the amount of one million dollars ($1,000,000) per occurrence and
subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at
least as broad as Insurance Services Office form Commercial General Liability coverage
(Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL
limiting the scope of coverage for either insured vs. additional insured claims or
contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not less
than one million dollars ($1,000,000). A combined single limit policy with aggregate limits
in an amount of not less than $2,000,000 shall be considered equivalent to the said
required minimum limits. Coverage shall be at least as broad as Insurance Services
Office form number CA 0001 covering Automobile Liability, including code 1 "any auto"
and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Consultant shall provide an endorsement that the insurer waives the right of subrogation
against the City and its respective elected officials, officers, employees, agents and
representatives. In the event a claim under the provisions of the California Workers'
Compensation Act is filed against City by a bona fide employee of Consultant participating
under this Agreement, Consultant is to defend and indemnify the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to
the Consultant's profession in an amount not less than one million dollars $1,000,000 per
occurrence. 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 three (3) consecutive years following the completion of Consultant's services
or the termination of this Agreement. During this additional three (3) year period,
Consultant shall annually and upon request of the City submit written evidence of this
continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer
or either Party to this Agreement, reduced in coverage or in limits except after 30 days'
prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VI!.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees 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
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, or employees.
b. Consultant's insurance coverage shall be primary insurance
with respect to City, and its respective elected and appointed, its officers, officials,
employees and volunteers. Any insurance or self-insurance maintained by City, and its
respective elected and appointed officers, officials, employees or volunteers, shall apply
in excess of, and not contribute with, Consultant's insurance.
c. 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.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees or
volunteers.
e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
C-3
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Consultant.
C. Other Requirements. Consultant agrees to deposit with City, at or before
the effective date of this Agreement, certificates of insurance necessary to satisfy City
that the insurance provisions of this contract have been complied with. The City may
require that Consultant furnish City with copies of original endorsements effecting
coverage required by this Exhibit"C". The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time.
1. Consultant shall furnish certificates and endorsements from each
sub-contractor identical to those Consultant provides.
2. 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.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
C-3
ATTACHMENT 2
CERTIFICATE OF INSURANCE
TAMJAC, LLC
21091 FM 507
Harlingen,TX 78550