2012-18 i RESOLUTION NO. 2012-18
A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR
AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF GRAND TERRACE, CALIFORNIA, APPROVING AND
RATIFYING AN AMENDMENT TO THE PROFESSIONAL SERVICE
AGREEMENT ENTERED INTO ON MARCH 13 2012 WITH ALBERT A.
WEBB ASSOCIATES INCORPORATED.
WHEREAS, the Successor Agency to the Community Redevelopment Agency
of the City of Grand Terrace ("Successor Agency") entered into a professional service
agreement with Albert A. Webb Associates Incorporated to design a City Wide
Stormwater Master Plan and roadway improvements on Michigan Street in the City of
Grand Terrace ("Agreement") which was subsequently approved by the California
Department of Finance; and
WHEREAS, the Agreement's term ends on December 31, 2012;
WHEREAS, because of the nature and scope of the contemplated work and
relevant law, the work to be completed pursuant to the Agreement will not be completed
by December 31, 2012; and
WHEREAS, the term of the Agreement must be extended to December 31,
2013 so that the work required by the Agreement may be completed; and
WHEREAS, the Successor Agency approved such an extension at its-November
1, 2012 meeting by approving an Amendment to the Agreement ("Amendment") which
extends the term of the Agreement to December 13, 2012. Attached as Exhibit"A" is the
Amendment to the Agreement granting such an extension; and
WHEREAS, the Oversight Board now wishes to express its approval and
ratification of such an extension.
NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR
AGENCY TO THE GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Oversight Board finds and determines that the foregoing
recitals are true and correct.
SECTION 2. The Oversight Board approves and ratifies the Amendment which
extends the term of the Agreement as approved by the Successor Agency and attached
in Exhibit "A."
SECTION 3. The Executive Director of the Successor Agency is authorized and
directed to submit this Resolution and its exhibit(s), if any, to the California Department
of Finance, and any other relevant governmental entity. The Executive Director of the
Successor Agency is further authorized to sign the Amendment and take all other
actions necessary and required to carry out this Resolution. This includes, but is not
limited to, taking those actions necessary and required under the Health & Safety Code
or any other applicable law.
SECTION 4. Except as otherwise permitted or required by law, this Resolution
shall not be effective until 5 business days after its adoption by the Oversight Board or
upon final approval, pursuant to Health & Safety Code section 34179, by the California
Department of Finance, whichever occurring sooner.
SECTION 5. The Successor Agency shall maintain on file as a public record this
Resolution and the Third ROPS as approved hereby.
PASSED, APPROVED and ADOPTED at a Regular Meeting of the Oversight Board of
the Successor Agency to the Community Redevelopment Agency of the City of Grand
Terrace held this 5th day of December, 2012 by the following vote:
AYES: Board Members Mitchell, Shi&ilds, Morga and Chairman
Stanckiewitz
NOES: None
ABSENT: Board'°1Member Vizhaino and Vice-Chairman Sacks
ABSTAIN: None
Chairman,�ve sight Board
ATTEST:
Secretary, versight Board
Exhibit"A°
i
AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT ENTERED INTO
ON MARCH 13 2012.
THIS AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT
("Amendment") is made and entered into this 27th day of November 2012. ("Effective
Date") by and between the SUCCESSOR AGENCY FOR THE GRAND TERRACE
COMMUNITY REDEVELOPMENT AGENCY ("Successor Agency"), a public entity, and
ALBERT A. WEBB ASSOCIATES INCORPORATED, ("Professional") a California
Corporation.
RECITALS
WHEREAS, on January 10, 2012, the City of Grand Terrace ("City") elected to become
the Successor Agency of the Grand Terrace Community Redevelopment Agency;
WHEREAS, prior to the passage of Assembly Bill No. 1484, then-existing law was
unclear as to whether the City and Successor Agency were separate and legally distinct
entities;
WHEREAS, the City, in its capacity as the Successor Agency, entered into an
agreement for Professional Services with Professional on March 13, 2012
("Agreement');
WHEREAS, after the passage of Assembly Bill No. 1484,
Health & Safety Code § 34173 was amended to clarify the status of and establish the
Successor Agency as a separate legal entity that is separate and distinct from the City;
WHEREAS, because of the aforementioned clarifying language in
Assembly Bill No. 1484, the Successor Agency and Professional are the appropriate
parties to amend the Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby amend the Agreement as follows:
1. Parties. In light of recently adopted Health & Safety Code § 34173(g), the
parties agree that wherever the Agreement refers to the "City of Grand Terrace," it is
amended so that it refers to the "Successor Agency of the Grand Terrace
Redevelopment Agency." The parties further agree that this Amendment to the
Agreement clarifies the original intent of the parties at the time of execution of the
Agreement in that such intent was for the City to enter into the Agreement in its capacity
as the Successor Agency in the manner now contemplated by
Health & Safety Code § 34173(g).
1•
2. Amendment to Notice Requirements. Paragraph 4 "Notices" of the
Agreement is modified in the following manner:
4. Notices. Any notices required to be given hereunder shall
be in writing and shall be personally served or given by mail.
Any notice given by shall be deemed given when deposited
in the United States Mail, certified and postage prepaid,
addressed to the party to be served as follows:
To the Successor Agency for the Grand Terrace Community
Redevelopment Agency:
Successor Agency for the Grand Terrace Community
Redevelopment Agency
22795 Barton Rd. Bldg. B
Grand Terrace, CA 92313
To Albert A. Webb Associates, Inc.:
Albert A. Webb Associates, Inc.
3788 McCray Street
Riverside, CA 92506
3. Extension of Term. Paragraph 2 "Term" of the Agreement is amended in
the following manner:
2. Term. This Agreement shall be effective on the date first
written above unless otherwise provided in Exhibit "A" Scope
of Services. The Agreement shall remain in effect until the
Services to be performed under Exhibit "A" are completed,
until December 31, 2013, or the Agreement is terminated
pursuant to the provisions provided herein; whichever event
occurring sooner.
4. Redevelopment Dissolution Disclaimer. Professional acknowledges
and agrees that the Successor Agency's approval of this Amendment is subject to a
number of legal requirements which may include but not limited to approvals by the
California Department of Finance, the Oversight Board for the Successor Agency, and
County of San Bernardino ("ABX1 26 Approvals") in order to make this Amendment
effective. Professional acknowledges and agrees that the Successor Agency and the
City of Grand Terrace has no control over ABX1 26 Approvals. Professional hereby
acknowledges and agrees that it will not bring any claims, demands, suits, actions or
proceedings of any kind or nature against the Successor Agency, City of Grand
Terrace, and either of their respective agents, employees, consultants or volunteers
related to ABX1 26 Approvals as it relates to this Amendment.
IN WITNESS WHEREOF, Successor Agency and Professional have caused this
Agreement to be duly executed the day and year above written.
The Successor Agency to the Grand Albert A.Webb Associates Incorporated
Terrace Community Redevelopment
Agency, A Public Entity
Betsy,WAdam6
Executive Director
2>/1FS11 SHFIi/
Print Name
17/llfGT o2
Title
ATTEST:
�A . %FJW
Tracey Ma ez ,
Secretary of the Board
APPROVED AS TO FO
"Richard L. Adams, II
Successor Agency Counsel
PROFESSIONAL SERVICES AGREEMENT
Albert A. Webb Associates Incorporated
THiS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this
13th clay of March 2012, ("Effective Date") by and between the CITY OF GRAND TERRACE("City").
a public entity, and ALBERT A. WEBB ASSOCIATES INCORPORATED, ("Professional"). a
California Corporation.
1. Scope of Services. City agrees to retain Professional and Professional does hereby retain and
agree to provide the services more particularly described in Exhibit "A", "Scope of� Services"
("Services"), attached hereto and incorporated herein by reference, in conjunction with Design Services
for a City Wide Stromwater Master Plan, Design improvements to Michigan Street and design storlll
drains for Pico Sheet and Van Buren Street. ("Services").
2. Term. This Agreement shall be effective on the date first written above unless otherwise
provided in Exhibit "A" Scope of Services and the Agreement shall remain in effect until December 31,
2012. unless otherwise terminated pursuant to the provisions herein.
3. Compensation/Payment. Professional shall perform the Services under this Agreement for
the total sum not to exceed EIGHT HUNRED-TWENTY SIX THOUSAND EiGHTY SIX DOLLARS,
($826,086) Payment shall be made in accordance with City's usual accounting procedures upon receipt
and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered
to City at the address set forth in Section 4, hereof.
4. Notices. Any notices required to be given hereunder shall be in writing and shall be personally
served or given by mail. Any notice given by mail shall be deemed given when deposited in the United
States Mail, certified and postage prepaid, addressed to the party to be served as follows:
To City To
City of Grand Terrace Albert A. Webb Associates, Inc.
22795 Barton Rd. Bldg. B 3788 McCray Street
Grand Terrace,CA 92313 Riverside,Ca 92506
5. Prevailing Wage: If applicable, Professional and all subcontractors are required to pay the
L*eneral prevailing wage rates of per diem wages and overtime and holiday wages determined by the
Director of- the Department of- Industrial Relations under Section 1720 et seq. of the California Labor
Code and implemented the City Council of the City of Grand Terrace. The Director's determination is on
file and open to inspection in the office of the City Clerk and is referred to and made a part hereof; the
wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though
fully set forth herein.
6. Contract Administration. A designee of the City will be appointed to administer this
Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Professional shall exercise the
reasonable care and skill customarily exercised by reputable members of Professionals in the
Metropolitan Southern California Area, and shall use reasonable dill-*ence and best judgment while
exercising its skill and expertise.
8. Personnel. Professional shall furnish all personnel necessary to perform the Services and
shall be responsible for their performance and compensation. Professional recognizes that the
qualifications and experience of the personnel to be used are vital to professional and timely completion
of the Services. The key personnel listed in Exhibit "B" attached hereto and incorporated herein by this
reference and assigned to perform portions of the Services shall remain assigned through completion of
the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship of-
resignation in which case substitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither party shall transfer any right, interest, o-obligation
in or under this Agreement to any other entity without prior written consent of the other party. In any
event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor
under this Agreement, in writing satisfactory to the parties. Professional shall not subcontract any
portion of the work required by this Agreement without prior written approval by the responsible City's
Contract Administrator. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in
Section 13. Professional acknowledges that any transfer of rights may require City Manager and/or City
Council approval.
10. Independent Contractor. In the performance of this Agreement, Professional and his
employees, subcontractors and agents, shall act in an independent capacity as independent contractors,
and not as officers or employees of the City or the City of Grand Terrace. Professional acknowledges and
agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers'
compensation or unemployment insurance to Professional or to professional's employees, subcontractors
and agents. Professional as an independent contractor shall be responsible for any and all taxes that apply
to professional as an employer.
11. Pers Eligibility Indemnity. In the event that Professional or any employee, agent, or
subcontractor of Professional 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, Professional shall indemnify, defend, and hold
harmless City for the payment of any employee and/or employer contributions for PERS benefits on
behalf of Professional 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.
2
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the
contrary, Professional 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.
12 Indemnifications.
12.1 Indenmity. Except as to the sole negligence or willful misconduct of the City. Professional
shall defend, indemnify and hold the City, and its officers, employees and agents, harmless from any and
all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, which arises out
of or is in any way connected with the performance of work under this Agreement by Professional or any
of the Professional 's employees, agents or subcontractors and from all claims by Professional 's
employees, subcontractors and agents for compensation for services rendered to in the performance of
this Agreement, notwithstanding that the City may have benefitted from their services. This
indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct,
whether active or passive, on the part of Professional or of Professional's employees, subcontractors or
agents.
12.2 Attorney's Fees. The parties expressly agree that any payment, attorneys' fees, costs or
expense that the City incurs or makes to or on behalf of an injured employee under the City's self-
administered workers'compensation is included as it loss,expense or cost for the purposes of this Section,
and that this Section shall survive the expiration or early termination of the Agreement.
13. Insurance.
13.1 General Provisions. Prior to the City's execution of this Agreement, Professional shall
provide satisfactory evidence of', and shall thereafter maintain during the term of this Agreement, such
insurance policies and coverages in the types, limits, forms and ratinbs required herein. The rating and
required insurance policies and coverages may be modified in writing by the City's Risk Manager or City
Attorney, or a designee, unless such modification is prohibited by law.
13.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or
cap on Professional's indemnification obligations under Section 12 hereof.
13.1 2 Ratings. Any insurance policy or coverage provided by Professional as required by this
Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or
coverage is issued by insurance companies authorized to transact insurance business in the State of
California with a policy holder's rating of A-or higher and a Financial Class of VIi or higher.
13.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior written
notification of intended cancellation has been given to City by certified or registered mail, postage
prepaid.
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13.1.4 Adequacy. The City, its officers, employees and agents make no representation that (he
types Or lnnitS of insurance specified to be carried by Professional pursuant to this Agreement are
adequate to protect. If Professional believes that any required insurance coverage is inadequate,
Professional will obtain such additional insurance coverage as deems adequate, at Professional's sole
expense.
13.2 Workers' Compensation Insurance: By executing this Agreement, certifies that
Professional is aware of and will comply with Section 3700 of the Labor Code of the State of California
requiring every employer to be insured against liability for workers' compensation, or to undertake self-
insurance before commencing any of the work. Professional shall carry the insurance or provide for self-
insurance required by California law to protect said Professional from claims under the Workers'
Compensation Act. Prior to City's execution of this Agreement, Professional shall file with City either(I)
it certificate of insurance showing that such insurance is in effect, or that professional is self-insured for
such coverage, or(2) a certified statement that Professional has no employees, and acknowledging that if
Professional does employ any person, the necessary certificate of insurance will immediately be filed with
City. Any certificate filed with City shall provide that City will be given ten (10) days prior written
notice before modification or cancellation thereof.
13.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of
this Agreement, Professional shall obtain,and shall thereafter maintain during the term of this Agreement,
conunercial general liability insurance and automobile liability insurance as required to insure against
damages for personal injury, including accidental death, as well as from claims for property damage,
which may arise from or which may concern operations by anyone directly or indirectly employed by.
connected with, or acting for or on behalf of Professional. The City and the City, and its officers,
employees and agents, shall be named as additional insureds under the Professional's insurance policies.
13.3.1 Professional's commercial general liability insurance policy shall cover both bodily injury
(includino death) and property damage (including, but not limited to, premises operations liability,
products-completed operations liability, independent 's liability, personal injury liability, and contractual
liability) in an amount not less than $1,000.000 per occurrence and a general aggregate limit in the
amount of not less than$2,000,000.
13.3.2 Professionals automobile liability policy shall cover both bodily injury and property
damage in an amount not less than $500.000 per occurrence and an aggregate limit of not less than
$1,000.000. All of Professional's automobile and/or commercial general liability insurance policies shall
cover all vehicles used in connection with Professional's performance of this Agreement, which vehicles
shall include, but are not limited to, owned vehicles, leased vehicles, Professional's employee vehicles,
non-owned vehicles and hired vehicles.
13.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original
certificates and additional insured endorsements evldenclna the coverage required by this Agreement, for
both conunercial general and automobile liability insurance, shall be tiled with City and shall include the
City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual
4
form of commercial general and automobile liability insurance policies, but shall include the following
provisions:
It is agreed that the City of Grand Terrace and its officers, employees and agents, are
added as additional insures under this policy, solely for work done by and on behalf' of
the named insured for the City of Grand Terrace.
13.4 Subcontractors' Insurance. Professional shall require all of its subcontractors to carry
insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the
subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but
Without limitation, the following coverages: Workers Compensation, Commercial General Liability,
Errors and Omissions, and Automobile liability. Upon City's request, Professional shall provide City with
satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this
section.
14.' Business Tax. Professional understands that the Services performed under this Agreement
constitutes doing business in the City of Grand Terrace, and Professional agrees that Professional will
register for and pay it business tax pursuant to Chapter 5.04 of the Grand Terrace Municipal Code and
keep such tax certificate current during the term of this Agreement.
15. Time of Essence. Time is of the essence for each and every provision of this Agreement.
16. City's Right to Employ Other. City reserves the right to employ other in connection with
the Services.
17. Solicitation. Professional warrants that they have not employed or retained any
person or City to solicit or secure this Agreement, nor has it entered into any agreement or understanding
for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For
breach of this warranty, City shall have the right to terminate this Agreement without liability and pay
only for the value of work has actually performed, or, in its sole discretion, to deduct from the Agreement
price or otherwise recover from Professional the full amount of such commission, percentage, brokerage
or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those
remedies otherwise specified in this Agreement.
18. General Compliance with Laws. Professional shall keep fully informed of federal, state
and local laws and ordinances and regulations which in any manner affect those employed by
Professional,or in any way affect the performance of services by professional pursuant to this Agreement.
Professional shall at all times observe and comply with all such laws, ordinances and regulations, and
shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
19. Amendments. This Agreement may be modified or amended only by a written Agreement
and/or change order executed by the Professional and the City.
20. Termination. City, by notifying professional in writing, shall have the right to terminate any
or all of professional's services and work covered by this Agreement at any time, with or without cause.
5
in the event of such termination, professional may submit s final written statement of the amount of 's
/ services as of the date of such termination based upon the ratio that the work completed bears to the total
work required to make the report complete, subject to the City's rights under Sections 16 and 21 hereof.
In ascertaining the work actually rendered through the termination date, City shall consider completed
work, work in progress and complete and incomplete reports and other documents only after delivered to
City.
20.1 Other than as stated below, City shall give Professional thirty (30) days prior written notice
prior to termination.
20.2 City may terminate this Agreement upon fifteen (15) days written notice to Professional, in
the event:
20.2.1 Professional substantially fails to perform or materially breaches the Agreement and
Professional does not cure such failure or breach within such fifteen (15) days of receipt of the notice of
termination; or
20.2.2 City decides to abandon or postpone the Services.
21. Offsets. Professional acknowledges and agrees that with respect to any business tax or
penalties thereon, utility charges, invoiced fee or other debt which professional owes or may owe to the
City, City reserves the right to withhold and offset said amounts from payments or refunds or
reimbursements owed by City to professional . Notice of such withholding and offset shall promptly be
given to Professional by City in writing. in the event of a dispute as to the amount owed or whether such
amount is owed to the City, City will hold such disputed amount until either the appropriate appeal
process has been completed or until the dispute has been resolved.
22. Successors and Assigns. This Agreement shall be binding upon City and its successors and
assigns, and upon Professional and its permitted successors and assigns, and shall not be assigned by,
Professional either in whole or in part,except as otherwise provided in paragraph 9 of this Agreement.
23. Governing Law, Venue, Dispute Resolution and Attorneys' Fees. This Agreement shall
be governed by and construed in accordance with laws of the State of California. Prior to commencing
suit in a court of competent jurisdiction, any controversy, dispute or claim arising out of the Agreement
shall first be submitted to an alternative dispute resolution process as set forth in Section 24 herein. Any
action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or
rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of
San Bernardino, State of California, and the parties hereby waive all provisions of law providing for a
change of venue in such proceedings to any other county. in the event either party hereto shall bring suit
to enforce any term of this Agreement or to recover any damages for and on account of the breach orally
term or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall
recover all costs thereof, including reasonable attorneys' fees, to be set by the court in such action.
24. Alternative Dispute Resolution. In the event of any controversy, dispute or claim arising
out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and,
6
recognizing their Mutual interest, attempt to reach a solution satisfactory to both parties. If they do not
reach settlement within a period of 60 days, the matter shall be submitted to an alternative dispute
resolution process, either nonbinding arbitration or mediation, ("Process'') by written notice from either
party to the other. The parties shall meet and confer in good faith and select a Process and an arbitrator or
a mediator that is agreeable to both sides. The selected Process shall be completed no later that 120 days
("Process Period") after tender of the aforementioned written notice, unless the Parties mutually agree to
an extension of the Process Period. it' the matter is not successfully resolved by the selected Process,
within the Process Period, the parties are free to commence litigation in it court of competent jurisdiction
as del ined in Section 23 herein. Any litigation commenced without,both parties' consent prior to the end
of the Process Period, shall be subject to a stay until the end of the Process Period. The Parties further
agree to equally bear the cost of the Process.
25. Nondiscrimination. During Professional's performance of this Agreement, Professional
shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age,
physical disability, mental disability, medical condition, including the medical condition of' Acquired
immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, or sexual
orientation, in the selection and retention of employees and subcontractors and the procurement of
materials and equipment, except as provided in Section 12940 of the California Government Code.
Further, Professional agrees to conform to the requirements of the Americans with Disabilities Act in the
performance of this Agreement.
26. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in
part, of this Agreement shall be considered severable. In the event any provision, term, condition,
covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid,
unconstitutional, or void for any reason, such provision or part thereof shall be severed from this
Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this
Agreement, and the remainder of the Agreement shall continue in full force and effect.
27. Authority: The individuals executing this Agreement and the instruments referenced herein
on behalf of Professional each represent and warrant that they have the legal power, right and actual
authority to bind professional to the terms and conditions hereof and thereof.
28. Entire Agreement: This Agreement constitutes the final, complete, and exclusive statement
of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and
supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has
been induced to enter into this Agreement by, nor is neither party relying on, any representation or
warranty outside those expressly set forth in this Agreement.
29. Interpretation. City and Professional acknowledge and agree that this Agreement is the
product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that
the ambiguities in a document shall be construed against the drafter of that document, shall have no
application to the interpretation and enforcement of this Agreement.
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29.1 Titles and captions are for convenience of reference only and do not define, describe or
limit the scope or the intent of the Aoreement or any of its terms. References to section numbers are to
- sections in the Aggreement unless expressly stated otherwise.
29.2 This Agreement shall be governed by and construed in accordance with the laws of the
State of California in effect at the time of the execution of this Agreement.
29.3 In the event of a conflict between the body of this Agreement and Exhibit "A" ("Scope of
Services") hereto, the terms contained in Exhibit "A"shall be controlling.
30. Exhibits. The followina exhibits attached hereto are incorporated herein to this Agreement
by this reference:
Exhibit "A" -Scope of Services and fees
Exhibit "B"- Key Personnel
IN WITNESS WHEREOF City and Professional have caused this Agreement to be duly executed
the day and year first above written.
THE CITY OF GRAND TERRACE.
A public body
Betsy M. Adams
City Manager
Albert A. Webb Associates inc
Attest' ilk (�( .�.ta
Tracey Ma By:
City Clerk
[Printed Name]
APPROVED AS TO FORM: -P Y SUD�
[Title
Richard L. Adams II
City Attorney
8
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Mr Scott Hildebrandt,PE;
z: Vice PresJden
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CPESC CPSW fi II,PE, Mr Nick K�Iier Mr Myung:Choo,TE o
Q Sen)orDes�gner } eery Senior,ngm
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• • •'• • i s ; s .- Pnnhpal Env Analyst`
Mr Entcho Anguelov,PE Ms Nanette"Pratin� <` ., :Yi� 1� C • �`
i r SenJorEngrneer GIS5peuabst y
Mr IV1att Arellano,PE
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Mr Andy Orosco,LS � Mr`Enk Agie
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a>? � ti: r "f lVls.Linda Bouschet : . iGls IVlar�a Fraser,PE `
Ms.Maria Fraser,PE Mr.And Orosco,LS Mapping Specialisr /pia ,zE to rat,
Fraco,Enterprise,Inc. Director oftand Survey
Mr•Phil Lemaine
Cons,7ructionManager
Mr.Richard Scott
Construction lnspec for
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