Loading...
HomeMy WebLinkAboutItem No. 11 Amend No. 2 PSA STK Architechture Inc.City of Lake Elsinore 130 South Main Street __ Lake Elsinore, CA 92530 II www.lake - elsinore.org VV °"` IKo - Text File File Number: TMP 19 -751 Agenda Date: 5/12/2020 Version: 1 Status: Approval Final In Control: City Council / Successor Aqency Agenda Number: 11) File Type: Council Consent Calendar City of Lake Elsinore Page 1 Printed on 51712020 CITY OF LASE Co LSIN0P,,E DREAM EXTKEME, REPORT TO CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Grant Yates, City Manager Prepared by: Jason Simpson, Assistant City Manager Date: May 12, 2020 Subject: Amendment No. 2 to the Professional Services Agreement with STK Architecture Inc. for Architectural Services for Public Works Tenant Improvements to the Administrative Building located at 522 Poe Street. Recommendation Authorize the City Manager to execute the Second Amendment to the Professional Services Agreement for Architectural Services for Public Works Tenant Improvements to the Building located at 522 Poe Street in the amount of $4,290, subject to approval as to form by the City Attorney. Background On June 11, 2019, the City Manager executed a Professional Services Agreement for Architectural Services for Public Works Tenant Improvements to the Building located at 522 Poe Street in the amount of $59,960. During the design development phase, it was discovered additional site investigation was needed to fully develop the structural design. Geological Engineering services were proposed by the structural engineer and design architect to satisfy information requirements on the building site subgrade. On March 24, 2020, a First Amendment was approved for Geological Services in the amount of $13,770. Discussion The geological engineering has been completed and the results analyzed by the structural engineer and architect. They have determined additional structural design is needed to facilitate the addition of a second floor on the existing building. These design and report changes are for additional structure design time required to ensure the integrity of the existing concrete wall structure and subgrade footings. Because of the geological engineering findings, the structural engineer needs to make the design changes listed below: • Elevator foundation structural design • Exterior windows and building sheer design • Structural design roof framing Agreement STK Architectural Services May 12, 2020 Page 2 The Second Amendment to the Professional Services Agreement provides for making these design changes. The cost of this addition work is $4,290. Fiscal Impact Diamond Stadium Project (CIP Project RDA Z20003) is included in the Fiscal Year 18/19 — 23/24 Capital Improvement Plan (CIP) budget. Exhibits A-2 nd Amendment Al- Proposal B — 1st Amendment C — Original Agreement AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES STK ARCHITECTURE INC. Public Works Tenant Improvements to the Building located at 522 Poe Street This Amendment No. 2 to Agreement for Consultant Services ( "Amendment No. 2 ") is made and entered into as of May 12, 2020 by and between the City of Lake Elsinore, a municipal corporation ( "City), and STK Architecture Inc. ( "Consultant "). RECITALS A. The City and Consultant have entered into that certain Agreement for Consultant Services dated as of June 11, 2019 (the "Original Agreement ") attached as Exhibit A to this Amendment No. 2. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Consultant in an amount $59,960. C. Amendment No.1 modified the professional services and added geological engineering services in the amount of $13,770. D. The parties now desire to modify the professional services and increase the award of funds by $4,290 to cover the work for structural design changes as set forth in this Amendment No. 2. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows: 1. Section 3, Compensation, of the Original Agreement and as previously amended is hereby amended to read in its entirety as follows: Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A to the Original Agreement). In no event shall Consultant's compensation related to the services set forth in Consultant's Proposal (Exhibit A to the Original Agreement) exceed $78,020 without additional written authorization from the City. For reference, consultant's compensation has been provided as follows: Original Agreement: $59,960 First Amendment: Additional $13,770 Second Amendment: Additional $4,290 Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A of the Original Agreement, shall be reimbursed at cost without an inflator or administrative charge. Page 1 Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 2. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed on the respective dates set forth below. "CITY" "CONSULTANT" CITY OF LAKE ELSINORE, a municipal STK Architecture Inc. corporation GV Salts - Owner Grant Yates, City Manager Date: Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Attachments: Exhibit A — Original Agreement Page 2 .. ORIGINAL AGREEMENT [ATTACHED] EXHIBIT A May 4, 2020 Gus Papagolos City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 -4109 RE: LAKE ELSINORE PUBLIC WORKS BUILDING Dear Mr. Papagolos: The attached Innovative Structural Engineering Invoice 9592 is for an additional structural engineering fee for the additional engineering required by the Owner. ISE had to provide engineering for the elevator foundation, additional exterior windows and roof design. If you have any questions, please contact me. Sincerely, G.V. Salts, Architect NCARB, COO gvs /ss Attachment ARCHITECTURE INTERIOR DESIGN PLANNING 42095 Zevo Drive, Suite A15, Temecula, California 92590 -3780 Phone: 951/296 -9110 Fax: 951/296 -6079 E -Mail: stk @stkinc.com tNNOVATIVE S T R U C T U R A L E N G I N E E R I N G Innovative Structural Engineering, Inc. 40810 County Center Drive Suite 110 Temecula, CA 92591 951- 600 -0032 STK Architecture, Inc. Shannon Schindler 42095 Zevo Drive, Suite A15 Temecula, CA 92590 Invoice number 9592 Date 03/19/2020 Project 6150 LAKE ELSINORE NEW ADMIN BLDG TI Invoice total 4,290.00 Aging Summary Invoice Number Invoice Date Outstanding Current Over 30 Over 60 Over 90 Over 120 9565 03/17/2020 4,265.00 4,265.00 9592 03/19/2020 4,290.00 4,290.00 Total 8,555.00 8,555.00 0.00 0.00 0.00 0.00 STK Architecture, Inc. Invoice number 9592 Invoice date 03/19/2020 Page 1 Contract Percent Total Prior Current Description Amount Complete Billed Billed Billed Engineering Services 22,870.00 74.60 17,060.00 17,060.00 0.00 Additional Services ASR 1 - Arch. & Geo Changes 4,290.00 100.00 4,290.00 0.00 4,290.00 Total 27,160.00 78.61 21,350.00 17,060.00 4,290.00 Invoice total 4,290.00 Aging Summary Invoice Number Invoice Date Outstanding Current Over 30 Over 60 Over 90 Over 120 9565 03/17/2020 4,265.00 4,265.00 9592 03/19/2020 4,290.00 4,290.00 Total 8,555.00 8,555.00 0.00 0.00 0.00 0.00 STK Architecture, Inc. Invoice number 9592 Invoice date 03/19/2020 Page 1 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES STK ARCHITECTURE INC. Public Works Tenant Improvements to the Building located at 522 Poe Street This Amendment No. 1 to Agreement for Consultant Services ( "Amendment No. 1") is made and entered into as of March 24,2020 by and between the City of Lake Elsinore, a municipal corporation ( "City), and STK Architecture Inc. ( "Consultant "). RECITALS A. The City and Consultant have entered into that certain Agreement for Consultant Services dated as of June 11, 2019 (the "Original Agreement" attached as Exhibit A) to Amendment No.1. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Consultant in an amount $59,960.00. C. The parties now desire to modify the services Consultant and increase the award of funds by $13,770.00 to cover the term of the agreement for such services as set forth in this Amendment No. 1. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows: 1. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A) to the Original Agreement. In no event shall Consultant's compensation related to Exhibit A to the Original Agreement exceed thirteen thousand seven hundred and seventy dollars and no cents, ($13,770.00) without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A of the Original Agreement, shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 2. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. Page 1 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. "CITY" CITY OF LAKE ELSINORE, a municipal corporation DocuSigned by''�" V Grant tes City Manager Date: 4/6/2020 1 11:26 AM PDT ATTEST: DocuSigned by: City er APPROVED AS TO FORM: Focu igned by: city tto ey Attachments: Exhibit A — Original Agreement "CONSULTANT" *Uhl6,ct r Inc. G a�wner Date:4 /6/2020 1 11:10 AM PDT Page 2 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD R C ORIGINAL AGREEMENT [ATTACHED] EXHIBIT A DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF LAKE ELSINORE AND STK ARCHITECTURE INC Public Works Administrative Building This Agreement for Professional Services (the "Agreement ") is made and entered into as of June 11, 2019, by and between the City of Lake Elsinore, a municipal corporation ( "City ") and STK Architecture Inc. ( "Consultant "). RECITALS A. The City Elsinore Public Works Administrative Building has determined that it requires the following professional services: Public Works Administrative Building. B. Consultant has submitted to City a proposal, dated May 23, 2019 attached hereto as Exhibit A ( "Consultant's Proposal ") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described in Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. Page 1 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD C. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Consultant's Proposal (Exhibit A). 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's compensation exceed fifty -nine thousand nine hundred sixty dollars and no cents ($59,960.00) without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty -five (45) days after receipt of the monthly invoice by City staff. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Consultant, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including Page 2 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD any and all costs and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Consultant's Books and Records. a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. Page 3 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor -in- interest. 8. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and /or employee contributions for PERS benefits. 10. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: a. will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and Page 4 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. 12. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 14. Indemnity. (a) Indemnification for Professional Liability. To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant's proportionate percentage of fault. Consultant's percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant's percentage of fault, the parties agree to mediation with a third party neutral to determine the Consultant's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub - consultants of Consultant. Consultant shall not be liable to third parties for any liability exempted by statute. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub - consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. 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 here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 15. Insurance Requirements. a. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, Page 5 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD the following insurance policies i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ( "any auto "). No endorsement may be attached limiting the coverage. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant's profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims -made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A: VII and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations. Page 6 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self- insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. C. Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Consultant: STK Architecture Inc. Attn: GV Salts 42095 Zevo Drive Suite A15 Temecula Ca 92590 Page 7 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 8 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD 26. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and /or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor, has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. Forthe term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 26. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 27. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non - payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 28. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 9 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant Ya s ity Manager ATTEST: VAPLJ/ City Clerk APPROVED AS TO FORM: Attachments: Exhibit A — Consultant's Proposal "CONSULTANT" STK Architecture, Ink. GV Sa ts, Owner Page 10 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant Yate ity Manager L� ATTEST: City Clerk APPRgVED AS TO FOK'V: (AVAttonney "CONSULTANT" STK Architecture, Ink. Owner Attachments: Exhibit A — Consultant's Proposal Page 10 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD EXHIBIT A CONSULTANT'S PROPOSAL [ATTACHED] DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD May 23, 2019 Jason Simpson, Assistant City Manager City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 RE: Architectural Services for Public Works Tenant Improvements t5,104S.F. 522 Poe Street Lake Elsinore, CA Dear Mr. Simpson: STK Architecture, Inc. is pleased to provide a proposal for Architectural services for the above mentioned project. This proposal is based upon our field discussion /observation on April 9, 2019. My understanding of the scope of work is as follows: Scol2e of WoElk and Services The purpose of this agreement is to provide construction bid documents and specifications to the existing shell building. This proposal includes the following: A. Take field measurements to develop the existing floor plan & exterior elevations. B. Develop demo and improvement floor plans and exterior elevations. C. Develop demo and improvement reflected ceiling plans. D. Develop path of accessibility from new parking lot to building entrance. E. Develop site accessible parking, signage and path of accessibility to entry door. F. Provide accessible restroom design. G. Design location and specifications of new second floor. STK to provide coordination with Structural Engineer provided by STK. H. Floor plan to identify floor finish, wall finish and interior window design. I. Develop Architectural specifications for bid package. J. Exterior elevations — 4 sides. K. Bidding phase services. L. Construction administration phase services (6 site visits). ARCHITECTURE INTERIOR DESIGN PLANNING 42095 Zevo Drive, Suite A15, Temecula, California 92590 -3780 Phone: 9511296-9110 Fax: 9511296 -6079 E -Mail: stk @stkinc.com DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD Jason Simpson Page 2 of 3 May 23, 2019 Compensation STK Architecture, Inc. is proposing to provide the above services on a phased fixed fee: Structural $25,110 STK Architecture §33,850 Total $59,960 Field Dimensions (floor plan & elevations) $4,500 Construction Drawings & Specs $50,960 Bidding $1,500 Construction Administration $3,000 Total $59,960 The above Proposal is based upon the following assumptions: A. Work shall be limited to the areas described only. B. STK will provide Structural Engineering only. C. During the Construction Administration Phase, STK will limit its site visits to (6). D. STK will include one meeting for Pre -Bid Job walk. E. STK will include one meeting for Punch List at Completion of Construction. Reimbursable expenses such as general copying, printing, plotting, postageldelivery and other authorized expenditures shall not exceed $1,000 and will be invoiced at cost. The Fee will be invoiced on a percentage of work completed on a monthly basis. If extra services are required, and approved by the Owner, the following hourly rates would apply: Principal $237/Hr Associate 1711Hr Project Manager 149/Hr Senior Draftsperson 105/Hr Junior Draftsperson 88/Hr Administration 66/Hr Consultants Cost x 1.15 Reimbursables Cost x 1.0 Reimb. Agency Fees Cost x 1,05 Time: STK Architecture, Inc. estimates it will take two months to do the drawingslspecs and six months for construction. Insurance: STK maintains general Errors and Omissions Professional Liability Insurance in the amount of $2,000,000 per occurrence, with an annual aggregate limit of $2,000,000. DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD Jason Simpson Page 3 of 3 May 23, 2019 Exclusions: This proposal is based on the following exclusions to establish scope of services and expectations for deliverable packages and schedule: • Payment of Agency Fees (if any) shall be by the Owner. • Hazardous Materials Surveys. • LEED is not a part of our proposal. • Asbestos abatement. • Civil Engineering. • Geotechnical Engineering. • CM U Wall X -ray Services. • MPE Engineering. • Landscape Architect. • SWPPP and WQMP. Thank you for the opportunity to propose on this important project. We look forward to once again working with the City of Lake Elsinore, If you have any questions regarding this Proposal, or wish to discuss specifics in detail, please do not hesitate to call me. Sincerely, G.V. Salts Architect, NCARB C -22977 Enc.: ISE Structural Engineer Proposal Cost Estimate First and Second Floor Plans by STK DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FBO6876312AD DATE (MM /DDIYYYY) AC"J?L> CERTIFICATE OF LIABILITY INSURANCE 06/02/2019 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 ADDFnONAL. INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 endorsoment(s). PRODUCER CONTACT Tina Cowie NAME: PHONE 714 731 -7700 FAX (714)731 -7750 Cornerstone Specialty Insurance Services, Inc A +C No E ( ) A1C Na 14252 Culver Drive, A299 E-MAIL tin. @cornerstonespecialty.com AODRESS- Irvine INSURED STK ARCHITECTURE, INC. 42095 Zevo Dr., Ste Al INSURER(S)AFFORDING COVERAGE NAIC # CA 92604 INSURERA; Continental Casualty Company 20443 INSURER B, Property & Casualty Insurance Co of Hartford 34690 INSURER C ; Aspen American Insurance Company INSURER D: INSURER E: Temecula CA 92590 1 INSURER F: COVERAGES CERTIFICATE NUMBER: 19/20 COVERAGES 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 CONTRACTOR 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 - POLICY EFF POLICY EXP LIMITS ILTR TYPE OF INSURANCE D POLICY NUMBER MM106 MM /DOIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE Z 1,000,000 ED 300,000 CLAIMS -MADE OCCUR PREMIS €S Ea occurronceS $ MED EXP fAny one person) y 10,000 A A A B Y Y Y NIA 2025343649 2025343649 2095603542 72WECAC4AFK 05/25/2019 05/25/2019 05/25/2019 05/25/2019 05/25/2020 05/25/2020 05/25/2020 05/25/2020 PERSONAL &ADV INJURY 3 1,000,000 GEPIFJ3ALAGGE2EGATE y 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: PRO' El LOC POLICY J €C1' OTHER AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY � AUTOS ONLY +�,. UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE PRODUCTS - COMPIOP AGO $ 2,000,000 Employee Benefits [Haacdclank) NGLELtMl7 $ 1,000,000 $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE peraccidani $ EACH OCCURRENCE $ S 3,000,000 AGGREGATE 5 3,000,000 STAR - ERH $ DED X RETENTION $ 10,000 WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY Y Y ANYPROPRIETORIPARTNERIEXECUTIVE YI—I OFFICER/M EMBER EXCLUDED? (Mandatary In NH) Ryes „describe under [YESCRIPDON OF OPERATIONS below E.L EAOHACCIDENT $ 1,000,000 E.L. DISEASE EA 1, 000, 000 S _ E.LDISEASE - POLICYLIMIT S 1,000,000 C AAAE100766 -00 05/25/2019 05/25/2020 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the City of Lake Elsinore, its elected or appointed officers, officials, employees, agents and volunteers are Additional insured for General Liability but only If required by written contract with the Named Insured prior to an occurrence and as per attached endorsement. Coverage is subject to all policy terms and conditions. 30 days Notice of Cancellation 'Except 10 days Notice of Cancellation for non - payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lake Elsinore ACCORDANCE WITH THE POLICY PROVISIONS. 130 S Main Street AUTHORIZED REPRESENTATIVE Lake Elsinore CA 92530 ldz� dX..e @ 1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD AWAL BAR INSURED: STK Architecture, Inc. POLICY PERIOD: 5/25/2019 - 5/25/2020 POLICY NUMBER: 2025343649 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION / AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS 1. Blanket Additional Insured with Products - Completed Operations Coverage and Blanket Waiver of Subrogation A. Who Is An Insured is amended to include as an insured, any person or organization whom you are required to add as an additional insured on this policy under a written ontract or written agreement, but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or "property damage "; or b. Offense that caused the "personal and advertising injury;" for which the additional insured seeks coverage. B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured only with respect to such person or organization's liability for: a. "Bodily injury", "property damage" or "personal and advertising injury to the extent caused by: (1) Your acts or omissions; or (2) Acts or omissions of those acting on your behalf; in the performance of your ongoing operations specified in the written contract; or b. "Bodily injury" or "property damage" to the extent caused by "your work" specified in the written contract or written agreement and included in the "products - completed operations hazard ", but only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the writtencontract or written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services, including:_ SB300176D17 (6 -16) Page 1 of 3 Copyright, CNA All Rights Reserved. DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD %� a� a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. This insurance provided to the additional insured does not apply to "bodily injury," "property damage;' or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. With respect only to the insurance provided by this endorsement, the condition entitledOther Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3., and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis. But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will ha►e no duty under Business Liability insurance to defend the additional insured against any ''suit " if any other insurer has a duty to defend the additional insured against that "suit" if no other insurer defends, we will undertake to do so, but we will be eltitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining Joss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of insurance shown in the Declarations of this Coverage Part. D. Additional Insured — Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are additional insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the Estates, Legal Representatives and Spouses provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person insureds. E. Blanket Waiver of Subrogation The condition entitled Transfer of Rights of Recovery Against Others To Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery In a written contract or agreement because of payments we make SB300176D17 (6 -16) Page 2 of 3 Copyright, CNA All Rights Reserved. DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD CNA for injury or Jamage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products- completed operations hazard." 2. Amendment- Aggregate Limits of Insurance (Per Project) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A.1., and for all medical expenses caused by accidents under Coverage A.2., which can be attributed only to ongoing operations at a single construction project: 1. A separate Construction Project General Aggregate limit applies to each construction project. The Construction Project General Aggregate limit is equal to the amount of the General Aggregate limit shown in the Declarations. 2. The Construction Project General Aggregate limit is the most we will pay for the sum of all damages payable under Coverage A.1., except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard," and for medical expenses payable under CoverageA.2. regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 3. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses shall reduce the Construction Project General Aggregate limit for the applicable construction project. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any Construction Project General Aggregate limit applicable to other construction projects. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises Rented to You, and Medical. Expenses continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate limit. B. All: 1. Damages because of "personal and advertising injury", regardless of the number of construction projects involved; 2. Damages under Coverage A.1. which cannot be attributed solely to ongoing operations at a single construction project, except damages because of "bodily injury" or "property damage" included in the " "products- completed operations hazard "; and 3. Medical expenses under Coverage A.2. caused by accidents which cannot be attributed solely to ongoing operations at a single construction project; will reduce the General Aggregate Limit shown in the Declarations, and shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products - completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products /Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor any Construction Project General Aggregate limit. D. If a construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. SB300176D17 (6 -16) Page 3 of 3 Copyright, CNA All Rights Reserved DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD CNA NAMED INSURED; STK Architecture, Inc. POLICY NUMBER: 2025343649 EFFECTIVE DATE: 05/25/2019 to 05/25/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Insurance is provided only with respect to those coverages for which a specific premium charge is shown: COVERAGE ADDITIONAL PREMIUM Hired Auto Liability $ 1,000,000 Non -owned Auto Liability $ 1,000,000 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) PROVISIONS A. COVERAGE If a premium charge is shown in the SCHEDULE above, the insurance provided under Coverage A — Bodily injury and Property Damage Liability applies to "bodily injury" and "property damage" arising out of the maintenance or use of a "hired auto" or "non -owned auto." Maintenance or use of a "non -owned auto" includes test driving in connection with an "auto business." B. LIMITS OF INSURANCE SECTION D. Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following: D. Limits Of Insurance 1. Regardless of the number of: a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits "; or d. "Autos," the Hired Auto and Non -Owned Auto Liability Each Occurrence Limit shown in the Declarations is the most we will pay for SB- 146902 -D (Ed. 04/10) damages under SECTION A. Coverages because of all "bodily injury" or "property damage" arising out of the maintenance or use of a: 1. "Hired auto" by you or your "employees" in the course of your business; or 2. "Non -owned auto" owned by any person other than you, and used in the course of your business, and arising out of any one "occurrence." The limit of this endorsement applies separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limit of Insurance. C. EXCLUSIONS With respect to the insurance provided by this endorsement: 1. The exclusions, under Coverage A — Bodily Injury and Property Damage Liability, other than exclusions a., b., d., e., f. and i. and the Nuclear Page 1 of 3 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD Cf�4 Energy Liability Exclusion (Broad Form) are deleted and replaced by the following: a. "Bodily injury" to: (1) Any fellow "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business. b. "Property Damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; Or (2) Property in the care, custody or control of the insured. D. WHO IS AN INSURED Who Is An Insured is replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: 1. You; f. Any person while employed in or otherwise engaged in duties in connection with an "auto business," other than an "auto business" you operate; g. Anyone other than your "employees," partners, a lessee or borrower or any of their "employees," while moving property to or from a "hired auto" or a "non -owned auto "; or 4. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under 1. or 2. above. E. AMENDED DEFINITIONS The Definition of "insured contract" in Section F — Definitions is amended by the addition of the following exceptions to paragraph f.: Paragraph f. does not include that part of any contract or agreement: (4) That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or 2. Your "employee" while operating an "auto" hired (5) That holds a person or organization engaged in or rented under a contract or agreement, with the business of transporting property by "auto" your permission, in that "employee's" name, for hire harmless for your use of a covered while performing duties related to the conduct of "auto" over a route or territory that person or your business. organization is authorized to serve by public authority. 3. Anyone else including any partner or "executive F. ADDITIONAL DEFINITIONS officer" of yours while using with your permission a "hired auto" or a "non -owned auto" Section F. Definitions is amended by the addition of except: the following definitions: a. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner or lessee of a "non -owned auto" or any agent or "employee" of any such owner or lessee; b. Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household; c. Your "employee" if the covered "auto" is leased, hired or rented by him or her or a member of his or her household under a lease or rental agreement for a period of 180 days or more; d. Any partner or "executive officer" with respect to any "auto" owned by such partner or officer or a member of his or her household; e. Any partner or "executive officer" with respect to any "auto" leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; SB- 146902 -D (Ed. 04/10) a. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos." b. "Hired auto" means any "auto" you or your "employee" lease, hire, rent or borrow in the course of your business. This does not include: i. Any "auto" you lease, hire or rent under a lease or rental agreement for a period of 180 days or more, or ii. Any "auto" you lease, hire, rent or borrow from any of your "employees," partners, stockholders, or members of their households. c. "Non -owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business at the time of an "occurrence." This includes "autos" owned by your "employees" or partners or members of their households but only while being used in the course and scope of your business at the time of an "occurrence." Page 2 of 3 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD Ad If you are a sole proprietor, "non -owned auto" However, if your business is the selling, means any "autos" you do not own, lease, hire, servicing, repairing, parking or storage of rent or borrow that are being used in the course "autos," the insurance provided by this and scope of your business or personal affairs endorsement is primary when covered at the time of an "occurrence." "bodily injury" or "property damage" arises G. With respect to the operation of a "hired auto" and out of the operation of a customer's "auto" by you or your "employee." "non -owned auto," Paragraph H, of the Businessowners Common Policy Conditions is 2. When this Coverage Form and any other deleted and replaced with the following: Coverage Form or policy covers on the H. Other Insurance same basis, either excess or primary, we will pay only our share. Our share is the 1. Except for any liability assumed under an proportion that the Limit of Insurance of our "insured contract" the insurance provided by Coverage Form bears to the total of the this Coverage Form is excess over any limits of all the Coverage Forms and other collectible insurance. policies covering on the same basis. SB- 146902 -D Page 3 of 3 (Ed. 04/10) DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 72WECAC4AFK Endorsement Number: Effective Date: 5/25/2019 Effective hour is the same as stated on the Information Page of the policy Named Insured and Address: STK ARCHITECTURE INC. 42095 ZEVO DRIVE STE. A 15 TEMECULA, CA 92590 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: SUBJECT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 06 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming INDEX PAGE SUBJECT PAGE 2 B. Part One Does Not Apply 3 2 C. Application of Coverage 3 2 D. Additional Exclusions 3 2 E. West Virginia 3 2 EXTENDED OPTIONS 4 2 01 Employers' Liability Insurance 4 2 02 Unintentional Failure to Disclose 4 2 Hazards 2 03 Waiver of Our Right to Recover from 4 2 Others 04 Foreign Voluntary Compensation 4 2 A. How This Reimbursement Applies 4 2 B. We Will Reimburse 4 3 C. Exclusions 4 3 D. Before We Pay 5 3 E. Recovery From Others 5 3 F. Reimbursement For Actual Loss 5 3 Sustained 3 G. Repatriation 5 H. Endemic Disease 5 3 05 Longshore and Harbor Workers' 5 Compensation Act Coverage 3 Endorsement SECTION III 6 i 01 Schedule of Covered States 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 © 2000, The Hartford DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. 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 any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Page 4 of 6 DocuSign Envelope ID: 2EADD734- 769A- 4C70- BABC- FB06876312AD BUSINESS LICENSE This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county, federal government, or any other governmental agency. Business Name: STK ARCHITECTURE, INC. Business Location: 42095 ZEVO DR STE A15 TEMECULA, CA 92590 -3741 Owner Name(s): GV SALTS STK ARCHITECTURE, INC. 42095 ZEVO DR STE A15 TEMECULA, CA 92590 -3741 CITY OF LAKE ELSINORE Administrative Services - Licensing 130 South Main Street, Lake Elsinore, CA 92530 PH (951) 674 -3124 BUSINESS LICENSE NO. 022165 Business Type: PROFESSIONAL /ARCHITECTS Description: ARCHITECTURE Issue Date: 5/1/2019 Expiration Date: 4/30/2020 I fell - 3Z111119b-1 A =I oil I0I _VK6701 6'i:J[@i11911by:JWITS] I: IE- 3I- l'L f1l1: aIIN4016 y=11111101[011aI:7_1Z1`yy4:7_1.11;1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF LAKE ELSINORE AND STK ARCHITECTURE INC Public Works Administrative Building This Agreement for Professional Services (the "Agreement ") is made and entered into as of June 11, 2019, by and between the City of Lake Elsinore, a municipal corporation ( "City ") and STK Architecture Inc. ( "Consultant "). RECITALS A. The City Elsinore Public Works Administrative Building has determined that it requires the following professional services: Public Works Administrative Building. B. Consultant has submitted to City a proposal, dated May 23, 2019 attached hereto as Exhibit A ( "Consultant's Proposal ") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described in Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. Page 1 C. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Consultant's Proposal (Exhibit A). 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's compensation exceed fifty -nine thousand nine hundred sixty dollars and no cents ($59,960.00) without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty -five (45) days after receipt of the monthly invoice by City staff. 5. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Consultant, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including Page 2 any and all costs and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 7, Consultant's Books and Records. a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C, Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. Page 3 d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-in-interest- 8. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: a. will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11, Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and Page 4 shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. 12. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 14. Indemnity. (a) Indemnification for Professional Liabilit . To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant's proportionate percentage of fault. Consultant's percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant's percentage of fault, the parties agree to mediation with a third party neutral to determine the Consultant's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub - consultants of Consultant. Consultant shall not be liable to third parties for any liability exempted by statute. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub - consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. 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 here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 15. Insurance Requirements. a. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, Page 5 the following insurance policies. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 1 ( "any auto "). No endorsement may be attached limiting the coverage. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant's profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims -made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A: Vli and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations. Page 6 ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self- insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. C. Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Consultant: STK Architecture Inc. Attn: GV Salts 42095 Zevo Drive Suite A15 Temecula Ca 92590 Page 7 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 8 26. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor, has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 26. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 27, Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non - payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 28. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant Y? *,s ity Manager ATTEST: vv?uhI City Clerk APPROVED AS TO FORM: 11-m iii% Attorney City • \Ij Attachments: Exhibit A — Consultant's Proposal "CONSULTANT" STK Architecture, Ink. GV S ts, Owner Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant Ya ity Manager c ATTEST: - Rt4 rM . "CONSULTANT" STK Architecture, Ink. Attachments: Exhibit A — Consultant's Proposal GV S*s, Owner Page 10 CONSULTANT'S PROPOSAL [ATTACHED] ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 06/02/2019 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 have ADDITIONAL INSURED provisions or 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 CONTACT Tina Cowie NAME: Cornerstone Specialty Insurance Services, Inc. PHONE (714) 731 -7700 FAX (714) 731 -7750 WC, No Ext : A /C, No 14252 Culver Drive, A299 E -MAIL tina @cornerstonespecialty.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # $ 1,000,000 Irvine CA 92604 INSURERA: Continental Casualty Company 20443 INSURED INSURER B: p Pro e & Casualty Insurance Co of Hartford 34690 STK ARCHITECTURE, INC. INSURER C: Aspen American Insurance Company 43460 42095 Zevo Dr., Ste. A15 INSURER D: INSURER E: X BLNKT WVR OF SUBRO Temecula CA 92590 INSURER F: A GUVERAGES CERTIFICATE NUMRER- IV /ZU UUVtKAGtS RPVISIAW WIIMRCQ• 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. IN SR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM /DDIYYYY POLICY EXP MM /DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX1 OCCUR EACH OCCURRENCE $ 1,000,000 PREMISES Ea occurrence $ 300,000 X MED EXP (Any one person) $ 10,000 ADDTL INSURED/ P &NC X BLNKT WVR OF SUBRO PERSONAL &ADV INJURY $ 1,000,000 A Y 2025343649 05/25/2019 05/25/2020 GEN'LAGGREGATE LIMITAPPLIES PER POLICY X PRO- JECT LOC GENERALAGGREGATE $ 2,000,000 PRODUCTS- COMP /OPAGG $ 2,000,000 OTHER: Employee Benefits s 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y 2025343649 05/25/2019 05/25/2020 BODILY INJURY (Per accident) $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X PROPERTY DAMAGE Per accident $ $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 A EXCESS LIAB CLAIMS -MADE Y 2095603542 05/25/2019 05/25/2020 DED I X1 RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRI PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER ER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 72WECAC4AFK 05/25/2019 05/25/2020 PER OTH- X STATUTE ER E.L. .L. EACH ACCIDENT $ 000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability Claims Made AAAE100766 -00 05/25/2019 05/25/2020 Each Claim $2,000,000 Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the City of Lake Elsinore, its elected or appointed officers, officials, employees, agents and volunteers are Additional Insured for General Liability but only if required by written contract with the Named Insured prior to an occurrence and as per attached endorsement. Coverage is subject to all policy terms and conditions. 30 days Notice of Cancellation `Except 10 days Notice of Cancellation for non - payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. VA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lake Elsinore ACCORDANCE WITH THE POLICY PROVISIONS. 130 S. Main Street AUTHORIZED REPRESENTATIVE Lake Elsinore CA 92530 ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS LICENSE This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county. federal government, or any other governmental agency. Business Name: STK ARCHITECTURE, INC. Business Location: 42095 ZEVO DR STE A15 TEMECULA, CA 92590 -3741 Owner Name(s): GV SALTS STK ARCHITECTURE, INC. 42095 ZEVO DR STE A15 TEMECULA, CA 92590 -3741 CITY OF LAKE ELSINORE Administrative Services - Licensing 130 South Main Street, Lake Elsinore, CA 92530 PH (951) 674 -3124 BUSINESS LICENSE NO. 022165 Business Type: PROFESSIONAL/ARCHITECTS Description: ARCHITECTURE Issue Date: 5/1/2019 Expiration Date: 4/30/2020 TO BE POSTED IN A CONSPICUOUS PLACE THIS IS YOUR LICENSE • NOT TRANSFERABLE