Revenue & Cost Specialist LLC-2005-07 AGREEMENT TO COMPLETE A
DEVELOPMENT IMPACT FEE NEXUS CALCULATION
This Agreement, entered into this 4 day of ,2005,by and between the City
of Grand Terrace, California, hereinafter referred to as the "CITY" and Revenue & Cost
Specialists, L.L.C. hereinafter referred to as "RCS".
WITNESSETH.
WHEREAS, CITY is authorized and empowered to employ consultants and specialists in
the performance of its duties and functions; and
WHEREAS, CITY has the desire to secure certain technical and professional services to
assist in the preparation of the City's development impact fee structure and;
WHEREAS, RCS represents it is qualified and willing to provide such services pursuant to
the terms and conditions of this Agreement;
NOW, THEREFORE, BE IT AGREED, by and between the CITY and RCS as follows:
L SERVICES TO BE PERFORMED BYRCS
RCS agrees to perform all work necessary to complete,in accordance with good professional
standards, those tasks and functions described in the Proposal, as if set forth in full.
II SUBCONTRACTING
RCS shall not subcontract or otherwise assign any portion of the work to be performed under
this Agreement without the prior written approval of the CITY.
III. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall enure to the benefit of any successors to or
assigns of the parties. RCS shall not assign,delegate or transfer the rights and duties under this
Agreement or any part thereof, without the prior written consent of CITY.
IV. INDEPENDENT CONTRACTOR
In the performances of the services herein provided for,RCS shall be,and is,an independent
contractor and is not an agent or employee of CITY. RCS has and shall retain the right to
exercise full control and supervision of all persons assisting RCS in the performance of said
services hereunder, except to the extent that employees of CITY will be providing services or
performing tasks so designated for City staff within the comprehensive Proposal dated February
18, 2005. RCS shall be solely responsible for all matters relating to the payments of its
employees including compliance with social security and income tax withholding and all other
regulations governing such matters.
Signatures: RCS Grand Terrace:
V. DISPUTE
Upon written demand and mutual written consent, all disputes under this Agreement shall
be determined by arbitration conducted by the American Arbitration Association under its
appropriate rules and regulations. If both parties do not consent in writing to submit the dispute
to arbitration,the dispute shall be adjudicated in a court of law in San Bernardino County,under
the laws of the State of California.
VI. NOTICES
Notices shall be sufficient hereunder if personally served upon the City Manager of CITY
or an officer or principal of RCS,or if sent via the United States Postal Service,postage prepaid,
addressed as follows:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Revenue and Cost Specialists, L.L.C.
2545 Chapman, Suite 103
Fullerton, CA 92831
VII. ATTORNEY'S FEES
In the event that litigation becomes necessary to enforce any of the terms and conditions of
this Agreement,the party prevailing in any such litigation shall be entitled to attorney's fees and
costs, as said fees and costs are reasonably determined by said court of jurisdiction.
VIII. INDEMNIFICATION AND HOLD HARMLESS
RCS agrees that it shall not hold CITY liable for any loss, damage or injury of any kind
whatsoever to the person or property of RCS or any of RCS's employees, guests or invitees or
of any person whomsoever caused by any use of the demised premises or by any defect in any
buildings, structure or other improvement constructed thereon or arising from any accident on
said premises or any fire or other casualty thereon or occasioned by the failure on the part of
CITY to maintain said premises in a safe condition or of any nuisance made or suffered on said
premises or by any act or omission of CITY or of CITY's employees,guests,invitees or arising
for any cause whatsoever; and RCS hereby waives on its behalf all claims and demands against
CITY for any such loss, damage or injury to RCS and hereby agrees to indemnify and save
CITY free and harmless from liability for any such loss, damage or injury of other persons and
from all costs,expenses and other charges arising therefrom and in connection therewith except
for claims and demands arising from specific actions of CITY.
Signatures: RCS Grand Terrace:
IX. INSURANCE
RCS shall, at no cost to the CITY, obtain and maintain during the term hereof. (a) Workers'
Compensation Insurance pursuant to state law, and (b) Comprehensive Liability Insurance,
including coverage for owned and non-owned automobiles,with a minimum combined single
limit coverage of$100,000 for all damages due to bodily injury, sickness or disease, or death
to any person, and damage to property, including the loss of use thereof, arising out of each
accident or occurrence. Consultant shall furnish evidence of such coverage, naming Public
Agency,its officers and employees as additional insured, and requiring 30 days'written notice
of policy lapse or cancellation.
RCS hereby covenants and agrees to, and shall, indemnify, save harmless and defend, the
CITY, its agents and/or employees against all claims, demands, costs, and liabilities for
damages of any kind or nature arising out of or occasioned by the Contractor's performance of
its obligations pursuant to this Agreement. However,this indemnity does not extend to any loss,
damage or expense arising out of the negligence or willful misconduct of the CITY or the
CITY's employees.
IN WITNESS WHEREOF, the parties hereto have affixed their hands on the day and year
first above written.
CITY OF GRAND TERRACE REVENUE & COST SPECIALISTS, LLC
BY: BY
Title (C;ty y�„aver) Title (- , V. p )
ATTEST:
Title ( )