C14-13 - Steiner Group C- ► � *�3 ( )
Rev. 09/05
AGREEMENT FOR SERVICES BY INDEPENDENT CONTRACTOR
(Project Name: Preparation of the Community Facilities District No. 93-1
Bond Proceeds Expenditure Reports)
THIS AGREEMENT is made and effective as of the 19t day of August , 2014,by and
between the CITY OF BEAUMONT ("OWNER") whose address is 550 E. 6th Street, Beaumont,
California 92223 and The Steiner Group, whose address is 350 N. Glendale Avenue Suite B #
113, Glendale, CA 91206, telephone 224-875-5262, fax 949-313-1714, e-mail
thesteinergroup@gmail.com, Fed. Tax Id. No. 46-2839661 ("CONTRACTOR").
RECITALS
This Agreement is entered into on the basis of the following facts,understandings and
intentions of the parties to this Agreement:
A. OWNER desires to engage the services of CONTRACTOR to perform such
services as may be assigned, from time to time,by OWNER in writing for the purpose of
preparing preliminary Sources and Uses of Funds reports, evaluation of the expenditure of funds
and preparation of the comprehensive bond proceeds expenditure reports for the City of
Beaumont CFD No. 93-1 bond issues.
B. The specific services to be performed by CONTRACTOR shall be described in
one or more written Task Orders issued by OWNER to CONTRACTOR pursuant to this
Agreement.
C. CONTRACTOR agrees to provide such services pursuant to, and in accordance
with, the terms and conditions of this Agreement, and has represented and warrants to OWNER
that CONTRACTOR possesses the necessary skills, qualifications, personnel and equipment to
provide such services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants
contained herein, OWNER and CONTRACTOR agree as follows:
1. Term of Agreement. This Agreement is effective as of the date first above written
and shall terminate on the fourth anniversary thereof,unless extended or sooner terminated as
provided for herein.
2. Services to be Performed by CONTRACTOR. CONTRACTOR agrees to provide
such services as may be assigned, from time to time, in writing by the City Council of OWNER.
Each such assignment shall be made in the form of a written Task Order. Each such Task Order
shall include,but shall not be limited to, a description of the nature and scope of the services to
be performed by CONTRACTOR, the amount of compensation to be paid, and the expected time
of completion.
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3. Associates and Subcontractors. CONTRACTOR may, at CONTRACTOR's sole
cost and expense, employ such competent and qualified independent associates, subcontractors
and consultants as CONTRACTOR deems necessary to perform each such assignment;provided,
however,that CONTRACTOR shall not subcontract any of the work to be performed without the
prior written consent of OWNER.
4. Compensation.
4.01 In consideration for the services to be performed by CONTRACTOR,
OWNER agrees to pay CONTRACTOR as provided for in each Task Order.
4.02 Each Task Order shall specify a total not-to-exceed sum of money and
shall be based upon CONTRACTOR's schedule of regular hourly rates customarily
charged by CONTRACTOR to its clients.
4.03 OWNER may reimburse CONTRACTOR for reasonable and necessary
expenses incurred by CONTRACTOR in the performance of services for OWNER.
Reimbursement shall be according to a schedule of reimbursable expenses included in
each Task Order.
4.04 CONTRACTOR shall not be compensated for any services rendered nor
reimbursed for any expenses incurred in excess of those authorized in any Task Order
unless approved in advance by the City Council of OWNER, in writing.
4.05 Unless otherwise provided for in any Task Order issued pursuant to this
Agreement, CONTRACTOR agrees that payment of compensation earned shall be made
in monthly installments within 30 business days after receipt of a detailed, corrected,
written invoice describing in reasonable detail,to the extent applicable, the services
performed, the time spent performing such services, the hourly rate charged therefor,the
identity of individuals performing such services for the benefit of OWNER, and materials
consumed or used. Such invoice shall also include a detailed itemization of authorized
expenses incurred.
5. Obligations of Contractor.
5.01 CONTRACTOR agrees to perform all assigned services in accordance
with the terms and conditions of this Agreement and those specified in each Task Order.
5.02 Except as otherwise provided for in each Task Order, CONTRACTOR
will supply all personnel, materials and equipment required to perform the assigned
services.
5.03 CONTRACTOR shall keep OWNER informed as to the progress of the
work assigned hereunder, by means of regular and frequent consultations. From
time-to-time, when requested by the OWNER, CONTRACTOR shall prepare written
status reports.
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5.04 CONTRACTOR hereby agrees to be solely responsible for the health and
safety of its employees and agents in performing the services assigned by OWNER.
Therefore, CONTRACTOR hereby covenants and agrees to:
a. Optional Insurance Coverage: Choose and check one:
Required /Not Required_X_;
b. Comply with all applicable local (including OWNER's), state and
federal laws, rules and regulations regarding, by way of example and not by
limitation, nondiscrimination and payment of wages;
CONTRACTOR waives all rights of subrogation against OWNER.
CONTRACTOR fully indemnifies and holds OWNER completely free and harmless
from and against any and all claims arising out of any, loss, injury or damage to property
or persons caused by the negligent acts or omissions of CONTRACTOR in performing
services assigned by OWNER.
5.05 CONTRACTOR and OWNER agree that OWNER, its employees,
agents and officials should,to the extent permitted by law, be fully protected from any
loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, defense
costs, court costs or any other costs arising out of or in any way related to the
performance of this Agreement. Accordingly, the provisions of this indemnity are
intended by the parties to be interpreted and construed to provide the fullest protection
possible under the law to OWNER. CONTRACTOR acknowledges that OWNER would
not enter into this Agreement in the absence of the commitment of CONTRACTOR to
indemnify and protect OWNER as set forth here.
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5.05.1 To the full extent permitted by law, CONTRACTOR shall defend,
indemnify and hold harmless OWNER, its employees, agents and officials, from
any liability, claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind,
whether actual, alleged or threatened, actual attorneys' fees incurred by owner,
court costs, interest, defense costs, including expert witness fees and any other
costs or expenses of any kind whatsoever without restriction or limitation incurred
in relation to, as a consequence of or arising out of or in any way attributable
actually, allegedly or impliedly, in whole or in part to the performance of this
Agreement. CONTRACTOR's obligation to defend, indemnify and hold
harmless shall include any and all claims, suits and proceedings in which
CONTRACTOR(and/or CONTRACTOR's agents and/or employees) is alleged
to be an employee of OWNER. All obligations under this provision are to be paid
by CONTRACTOR as they are incurred by OWNER.
5.05.2 Without affecting the rights of OWNER under any provision of
this Agreement or this Section, CONTRACTOR shall not be required to
indemnify and hold harmless OWNER as set forth above for liability attributable
to the sole fault of OWNER,provided such sole fault is determined by agreement
between the parties or the findings of a court of competent jurisdiction. This
exception will apply only in instances where OWNER is shown to have been
solely at fault and not in instances where CONTRACTOR is solely or partially at
fault or in instances where OWNER's fault accounts for only a percentage of the
liability involved. In those instances,the obligation of CONTRACTOR will be
all-inclusive and OWNER will be indemnified for all liability incurred, even
though a percentage of liability is attributable to conduct of OWNER.
CONTRACTOR acknowledges that its obligation pursuant to this Section extends
to liability attributable to OWNER, if that liability is less than the sole fault of
OWNER. CONTRACTOR has no obligation under this Agreement for liability
proven in a court of competent jurisdiction or by written agreement between the
parties to be the sole fault of OWNER.
5.06 In the event that OWNER requests that specific employees or agents of
CONTRACTOR supervise or otherwise perform the services specified in each Task
Order, CONTRACTOR shall ensure that such individual (or individuals) shall be
appointed and assigned the responsibility of performing the services.
5.07 In the event CONTRACTOR is required to prepare plans, drawings,
specifications and/or estimates, the same shall be furnished in conformance with local,
state and federal laws,rules and regulations.
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5.08 CONTRACTOR shall be solely responsible for obtaining all permits,
licenses and approvals necessary or applicable to the performance of services under this
Agreement, unless otherwise expressly provided for in any Task Order issued pursuant to
this Agreement. In the event OWNER is required to obtain an approval or permit from
another governmental entity, CONTRACTOR shall provide all necessary supporting
documents to be filed with such entity.
5.09 CONTRACTOR shall be solely responsible for obtaining Employment
Eligibility Verification information from CONTRACTOR's employees, in compliance
with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a),
and shall ensure that CONTRACTOR's employees are eligible to work in the United
States.
5.10 Drug-free Workplace Certification. By signing this Agreement,the
CONTRACTOR hereby certifies under penalty of perjury under the laws of the State of
California that the CONTRACTOR will comply with the requirements of the Drug-Free
Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a
drug-free workplace.
5.11 Drug and Alcohol Testing Policy. The CONTRACTOR agrees to
establish an anti-drug use and alcohol misuse program consistent with the requirements of
this Section. The CONTRACTOR's anti-drug use and alcohol misuse program shall
include the following:
a. The adoption, and enforcement, of a policy on prohibited drug use
and alcohol misuse in the workplace, including the consequences associated with
prohibited drug use and alcohol misuse. The CONTRACTOR shall disseminate
the policy statement to its employees;
b. An education and training program in which employees and their
supervisors shall receive at least 60 minutes of training on the effects and
consequences of prohibited drug use on personal health, safety, and work
environment, and on the signs and symptoms that may indicate prohibited drug
use and alcohol misuse. In addition, supervisors shall receive an additional 60
minutes of training on the physical, behavioral and performance indicators of
probable drug use and alcohol misuse;
c. A testing program which meets the requirements of Section 3
below; and
d. Procedures for referring an employee who has a verified positive
drug test result or an alcohol concentration of 0.04 or greater to a substance abuse
professional.
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5.12 Drug and Alcohol Testing.
a. Drug Testing: The CONTRACTOR shall establish a program that
provides testing for prohibited drugs in the following circumstances: pre-
employment, post-accident, reasonable suspicion, random and return to
duty/follow-up. When administering a drug test,the CONTRACTOR agrees to
ensure that the following drugs are tested for: marijuana, cocaine, opiates,
amphetamines, and phencyclidine.
b. Alcohol Testing: The CONTRACTOR shall establish a program
that provides for testing of alcohol in the following circumstances: post-accident,
reasonable suspicion, random and return to duty/follow-up. The CONTRACTOR
shall prohibit an employee, while having an alcohol concentration of 0.04 or
greater, from performing or continuing to perform a safety-sensitive function.
5.13 Background Investigations. CONTRACTOR acknowledges that certain of
CONTRACTOR's employees perform services that have the potential for endangering
the health and safety of members of the general public, and have unrestricted access to
sensitive OWNER operations and facilities which, if improperly operated or maintained,
could result in personal injury or death to themselves, co-workers and the public.
Therefore,the CONTRACTOR hereby agrees, at its sole cost and expense,to develop
and implement an employee security system and program that includes, but is not limited
to, the following:
a. A personal history statement;
b. Reference checks;
c. Photographs;
d. Fingerprinting;
e. Background investigation, including information from the
California Department of Justice and the Department of Motor Vehicles.
6. Obligations of Owner.
6.01 OWNER shall do the following in a manner so as not to unreasonably
hinder the performance of services by CONTRACTOR:
a. Provide information, requirements and criteria regarding
OWNER's project;
b. Furnish all existing studies, reports and other available data and
items pertinent to each Task Order that are in OWNER's possession;
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c. Designate a person to act as a liaison between CONTRACTOR and
the City Council of OWNER.
7. Additional Services, Changes and Deletions.
7.01 During the term of this Agreement,the City Council of OWNER may,
from time to time, and without affecting the validity of this Agreement or any Task Order
issued thereunder, order changes, deletions and additional services by the issuance of
written change orders authorized and approved by the City Council of OWNER.
7.02 In the event CONTRACTOR performs additional or different services
than those described in any Task Order or authorized change order without the prior
written approval of the City Council of OWNER, CONTRACTOR shall not be
compensated for such services.
7.03 CONTRACTOR shall promptly advise OWNER as soon as reasonably
practicable upon gaining knowledge of a condition, event or accumulation of events
which may affect the scope and/or cost of services to be provided pursuant to this
Agreement. All proposed changes, modifications, deletions and/or requests for additional
services shall be reduced to writing for review and approval by the City Council of
OWNER.
7.04 In the event that OWNER orders services deleted or reduced,
compensation shall likewise be deleted or reduced by a fair and reasonable amount and
CONTRACTOR shall only be compensated for services actually performed. In the event
additional services are properly authorized,payment for the same shall be made as
provided in Section 4 above.
8. Termination of Agreement.
8.01 In the event the time specified for completion of an assigned task in a Task
Order exceeds the term of this Agreement,the term of this Agreement shall be
automatically extended for such additional time as is necessary to complete such Task
Order, and thereupon this Agreement shall automatically terminate without further notice.
8.02 Notwithstanding any other provision of this Agreement, OWNER, at its
sole option, may terminate this Agreement at any time by giving 10 days'written notice to
CONTRACTOR, whether or not a Task Order has been issued to CONTRACTOR.
8.03 In the event of termination,the payment of monies due CONTRACTOR
for work performed prior to the effective date of such termination shall be paid within 45
business days after receipt of an invoice as provided in this Agreement. Upon payment
for such services, CONTRACTOR agrees to promptly provide and deliver to OWNER all
original documents, reports, studies,plans, specifications and the like which are in the
possession or control of CONTRACTOR and pertain to OWNER.
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9. Status of Contractor.
9.01 CONTRACTOR shall perform the services assigned by OWNER in
CONTRACTOR's own way as an independent contractor, and in pursuit of
CONTRACTOR's independent calling, and not as an employee of OWNER.
CONTRACTOR shall be under the control of OWNER only as to the result to be
accomplished and the personnel assigned to perform services. However,
CONTRACTOR shall regularly confer with OWNER's City Council as provided for in
this Agreement.
9.02 CONTRACTOR hereby specifically represents and warrants to OWNER
that the services to be rendered pursuant to this Agreement shall be performed in
accordance with the standards customarily applicable to an experienced and competent
professional rendering the same or similar services. Further, CONTRACTOR represents
and warrants that the individual signing this Agreement on behalf of CONTRACTOR has
the full authority to bind CONTRACTOR to this Agreement.
10. Ownership of Documents; Audit.
10.01 All draft and final reports, plans, drawings, studies, maps,photographs,
specifications, data, notes, manuals, warranties and all other documents of any kind or
nature prepared, developed or obtained by CONTRACTOR in connection with the
performance of services assigned to it by OWNER shall become the sole property of
OWNER, and CONTRACTOR shall promptly deliver all such materials to OWNER. At
the OWNER's sole discretion, CONTRACTOR may be permitted to retain original
documents, and furnish reproductions. If OWNER uses such documents for any purpose
other than for which they were prepared without CONTRACTOR's prior written
approval, OWNER hereby waives any claims against CONTRACTOR and will hold
CONTRACTOR harmless from any claim or liability for injury or loss arising from
OWNER's unauthorized use.
10.02 Subject to applicable federal and state laws, rules and regulations,
OWNER shall hold all intellectual property rights to any materials developed pursuant to
this Agreement. CONTRACTOR shall not use for purposes other than the performance
of this Agreement, nor shall CONTRACTOR release,reproduce, distribute,publish,
adapt for future use or any other purposes, or otherwise use, any data or other materials
first produced in the performance of this Agreement, nor authorize others to do so,
without the prior written consent of OWNER.
10.03 CONTRACTOR shall retain and maintain, for a period not less than four
years following termination of this Agreement, all time records, accounting records and
vouchers and all other records with respect to all matters concerning services performed,
compensation paid and expenses reimbursed. At any time during normal business hours
and as often as OWNER may deem necessary, CONTRACTOR shall make available to
OWNER's agents for examination all of such records and shall permit OWNER's agents
to audit, examine and reproduce such records.
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11. Miscellaneous Provisions.
11.01 This Agreement supersedes any and all previous agreements, either oral or
written, between the parties hereto with respect to the rendering of services by
CONTRACTOR for OWNER and contains all of the covenants and agreements between
the parties with respect to the rendering of such services in any manner whatsoever. Any
modification of this Agreement will be effective only if it is in writing signed by both
parties.
11.02 CONTRACTOR shall not assign or otherwise transfer any rights or
interest in this Agreement without the prior written consent of OWNER. Unless
specifically stated to the contrary in any written consent to an assignment,no assignment
will release or discharge the assignor from any duty or responsibility under this
Agreement.
11.03 CONTRACTOR shall comply with all applicable local, state and federal
laws, rules, regulations, entitlements and/or permits applicable to, or governing the
services authorized hereunder.
11.04 If required by law, CONTRACTOR shall file Conflict of Interest
Statements with OWNER.
11.05 Any dispute which may arise by and between the OWNER and the
CONTRACTOR, including the CONTRACTOR's subcontractors, laborers, and suppliers,
shall be submitted to binding arbitration. Arbitration shall be conducted by the Judicial
Arbitration and Mediation Services, Inc./Endispute, in accordance with its construction
industry rules in effect at the time of the commencement of the arbitration proceeding,
and as set forth in this Paragraph. Arbitration shall be conducted before a panel of three
arbitrators, unless the PARTIES agree in writing to submit the matter before a single
arbitrator. The arbitrators must decide each and every dispute in accordance with the
laws of the State of California, and all other applicable laws. The arbitrators' decision
and award are subject to judicial review for errors of fact or law in accordance with
Section 1296 of the Code of Civil Procedure,by a Superior Court of competent venue and
jurisdiction. Discovery may be conducted in the arbitration proceeding pursuant to
Section 1283.05 of the Code of Civil Procedure. Unless the PARTIES stipulate to the
contrary, prior to the appointment of the arbitrators, all disputes shall first be submitted to
non-binding mediation, conducted by either the American Arbitration Association or
Judicial Arbitration and Mediation Services, Inc./Endispute, in accordance with their
respective rules and procedures for such mediation. In any arbitration or litigation arising
out of this Agreement, or the performance of any obligation under this Agreement,the
arbitrators or the court in such arbitration or litigation shall award costs and expenses of
arbitration or litigation, including mediation and arbitration fees and expenses, expert
witness fees and attorneys' fees,to the prevailing PARTY.
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IN WITNESS WHEREOF,the parties hereby have made and executed this Agreement as
of the day and year first above-written.
OWNER: CONTRACTOR:
CITY OF BEAUMONT The Steiner Group
By f(
� f
Mayor, 0Y L`nuticli�Y,
Print Name Lana Steiner
Title Principal
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CITY OF BEAUMONT
INDEPENDENT CONTRACTOR'S TASK ORDER
(Project Name: Preparation of the Community Facilities District No. 93-1
Bond Proceeds Expenditure Reports)
TASK ORDER NO.: 1
CONTRACTOR: Name: The Steiner Group
Address: 350 N. Glendale Ave. Suite B # 113
Glendale, CA 91206
Telephone: 224-875-5262
Fax: 949-313-1714
E-mail: thesteinergroup@gmail.com
Fed. Tax Id.: 46-2839661
THIS TASK ORDER is issued pursuant to that certain Agreement for Services by
Independent Contractor between the CITY OF BEAUMONT ("OWNER") and The Steiner Group
("CONTRACTOR") dated August 19, 2014 (the "AGREEMENT").
1. Task to be Performed. CONTRACTOR shall provide all labor, materials and
equipment to perform the following task (choose and check one):
See Exhibit "A", attached hereto
X Description of Task: Preparation of preliminary Sources and Uses of Funds reports,
evaluation of the expenditure of funds and preparation of the comprehensive bond proceeds
expenditure reports for the City of Beaumont CFD No. 93-1 bond issues.
2. Time of Performance. Time is of the essence. Therefore, CONTRACTOR shall
begin work within 1 day(s) of the date this Task Order is signed by the OWNER and shall
complete performance of such services by or before January 15, 2015.
3. Liaison of OWNER. Mr. Kyle Warsinski shall serve as liaison between OWNER
and CONTRACTOR.
4. Staff Assignments. CONTRACTOR will assign the following personnel to perform
the services required by this Task Order: (Check if this Paragraph 4 Not Applicable: _XJ
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5. Deliverables. CONTRACTOR shall deliver to OWNER not later than the date or
dates indicated,the following: (Check if this Paragraph 5 Not Applicable: _XJ
6. Compensation. For all services rendered by CONTRACTOR pursuant to this Task
Order, CONTRACTOR shall receive compensation on a Time and Material basis in accordance
with the Hourly Rate Schedule attached in Exhibit"A".
7. Reimbursable Expenses. In addition to the compensation provided for in Paragraph
6 above, CONTRACTOR(choose and check one:) shall/_X_shall not/be entitled to
reimbursement for expenses. If authorized by this Task Order, reimbursable expenses shall be
limited to:
8. Miscellaneous Matters. The following additional matters are made a part of this
Task Order(choose and check one):
Not applicable
See Exhibit "A", attached hereto; or
Description:
IN WITNESS WHEREOF, the parties have executed this Task Order on the date indicated
below.
CITY OF BEAMONT
Dated: J / I �I By \\7\7,..: ,, ,
CONTRACTOR:
The Steiner Group
Dated: Xu 0.977 Bt;i Ai ,'•
S
Lana Steiner
Principal
Title
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