Interwest Consulting Group, Inc. - 2020-14 2020-14
AGREEMENT FOR CONTRACT SERVICES
By and Between
CITY OF GRAND TERRACE
and
INTERWEST CONSULTING GROUP, INC. -
for
INTERIM PUBLIC WORKS DIRECTOR AND SENIOR ENGINEER SERVICES
01247.0006/656471.9 7/17/2020
h Kada - Darcy M'1777 Mayor
Chef Financial officer
2020
TTEST:
Receipt Acknowledged:
ESCROW HOLDER: Debra Thomas,
City Clerk
Fidelity National Title Insurance Company
By: APPROVED AS TO FORM:
MaryLou Adam Escrow Officer
Aleshire &Wynder, LLP
Dated: May 11 , 2020
By:
Adrian R.Guerra,City Attorney
01247.00201642172 6 3
uerra, City Attorney
01247.0020/642172.6 3
AGREEMENT FOR CONTRACT SERVICES
BY AND BETWEEN THE CITY OF GRAND TERRACE AND
INTERWEST CONSULTING GROUP, INC. FOR
INTERIM PUBLIC WORKS DIRECTOR AND SENIOR ENGINEER SERVICES
This "AGREEMENT FOR CONTRACT SERVICES BY AND BETWEEN THE CITY
OF GRAND TERRACE AND INTERWEST CONSULTING GROUP, INC. FOR INTERIM
PUBLIC WORKS DIRECTOR AND SENIOR ENGINEER SERVICES" (herein "Agreement")
is made and entered into this )&{-Th day of „)LA , 2020 by and between the City of Grand
Terrace, a California municipal corporation ("City") and Interwest Consulting Group, Inc.
("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by issuance of a Request for Qualifications, the performance of
the services defined and described particularly in Article 1 of this Agreement.
B. Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement,the Consultant shall provide
those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase"highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
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/she has been duly authorized to do so on behalf of Buyer and Buyer is thereby
obligated to perform the terms of PSA as amended by this Amendment.
[SIGNATURES ON FOLLOWING]
01247.0020/642172.6 2
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement
shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses,permits and approvals as
maybe required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes,plus applicable penalties
and interest, which may be imposed by law and arise from or are necessary for the Consultant's
performance of the services required by this Agreement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes,
penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions,which will materially
affect the performance of the services hereunder, Consultant shall immediately inform the City of
such fact and shall not proceed except at Consultant's risk until written instructions are received
from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish.
continuous protection to the work, and the equipment,materials,papers, documents,plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
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f Buyer and Buyer is thereby
obligated to perform the terms of PSA as amended by this Amendment.
[SIGNATURES ON FOLLOWING]
01247.0020/642172.6 2
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement.Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in(i)the Contract Sum for the actual costs of the extra work,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the
Contract Sum or$25,000,whichever is less; or, in the time to perform of up to one hundred eighty
(180)days,may be approved by the Contract Officer.Any greater increases,taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City may
in its sole and absolute discretion have similar work done by other consultants. No claims for an
increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the"Special Requirements" attached hereto as Exhibit`B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other
provisions of this Agreement, the provisions of Exhibit`B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed One Hundred Fifty Thousand Dollars($150,000) (the"Contract Sum"),
unless additional compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance
with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual
expenses by the following categories: labor (by sub-category), travel, materials, equipment,
supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such
categories. Consultant shall not invoice City for any duplicate services performed by more than
one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five(45) days of receipt of Consultant's correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and resubmission. Review and payment by City for any invoice provided by the
Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable
law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
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
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including,but not restricted to, acts of God or of the public enemy,unusually severe weather,fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified.The Contract Officer's determination shall
be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement,however
caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding six (6)
months from the date hereof. Upon expiration of this initial six(6) month term, or any subsequent
term, this Agreement shall be automatically extended for succeeding terms of one (1) month each
unless the City provides written notice to Consultant at least 14 days prior to the expiration of any
term of the City's intention not to extend the term of this Agreement.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
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constitute a waiver of any rights or remedies provided herein or any applicable
law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
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James G. Ross Public Works Group Leader
(Name) (Title)
Manuel Gomez Project Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or any
of Consultant's officers, employees, or agents are in any manner officials, officers, employees or
agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be the City Manager such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall hav&4authority, if specified in writing by the City Manager, to -sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner,mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
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independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the transfer
to any person or group of persons acting in concert of more than twenty five percent(25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Consultant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A
policy of comprehensive general liability insurance written on a per occurrence basis for bodily
injury, personal injury and property damage. The policy of insurance shall be in an amount not
less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general
aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including"any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
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nts, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
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$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage maybe written on a"claims made"basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5-year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where the primary insured does not
satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty(30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled,the Consultant shall,prior to the cancellation date, submit new evidence of insurance
in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following"cancellation"notice:
CANCELLATION:
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han
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nts, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED
THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY
(30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased,hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant's activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to-maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened(herein"claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
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compensation or hours of service. Consultant shall perform all services required herein as an
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of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's
fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work,operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorney's
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as
a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City's negligence, except that
design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.-
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated"A"or better in the most recent edition of Best Rating
Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk
Manager") due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Consultant
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt
of written notice from the Risk,Manager.
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compensation or hours of service. Consultant shall perform all services required herein as an
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ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers,books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant's business, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said,fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials"),
including any electronic documents and materials, prepared by Consultant, its employees,
subcontractors and agents in the performance of this Agreement shall be the property of City and
shall be delivered to City in a format of the City's choice upon request of the Contract Officer or
upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as
"works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney,voluntarily provide documents, declarations, letters of support,testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of San Bernardino, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
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en authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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Court, venue shall lie exclusively in the Central District of California, in the County of San
Bernardino, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default. Instead, the City may give notice to Consultant of the default and the reasons
for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative,the City may, in its sole discretion, elect to pay some or all of the outstanding invoices
during the period of default. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article. Any failure on the part of the City to give
notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
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nt, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon written notice to Consultant. In addition, the
Consultant may terminate this Contract for cause, upon sixty(60) days' advance written notice to
City. Upon receipt of any notice of termination, Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer. Except where the
Consultant has initiated termination, the Consultant shall be entitled to compensation for all
services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or
such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event
the Consultant has initiated termination, the Consultant shall be entitled to compensation only for
the reasonable value of the work product actually produced hereunder. In the event of termination
without cause pursuant to this Section, the terminating party need not provide the non-terminating
party with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2,take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.9 Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
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nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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the court allows which are incurred in such litigation.All such fees shall be deemed to have accrued
on commencement of such action and shall be enforceable whether or not such action is prosecuted
to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorney's fees, incurred by City.
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Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
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nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand,request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Grand
Terrace, 22795 Barton Rd, Grand Terrace, CA 92313, and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing.Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72)hours from the time
of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5_ _ Severability.
In the event that any one or more of the phrases, sentences, clauses,paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining"phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
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Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
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-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
in violation of any corporation, partnership, or association in which(s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"fmancial interest" shall be consistent with State law and shall not include interests found to be
"remote" or"noninterests"pursuant to Government Code Sections 1091 or 1091.5.
Nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the fmancial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation, including but not limited to the Political Reform Act (Government
Code Sections 81000, et seq.)
Consultant warrants and represents that it has not paid or given, and will not pay or give,
to any third party including, but not limited to, any City official, officer, or employee, any
money, consideration, or other thing of value as a result or consequence of obtaining or being
awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged
in any act(s), omission(s), or other conduct or collusion that would result in the payment of any
money, consideration, or other thing of value to any third party including, but not limited to, any
City official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials 4
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01247.0006/656471.9 7/17/2020
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unenforceability shall not affect any
of the remaining"phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
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Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
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nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
City of Grand Terrace, a municipal
corporation
Darcy c or
TE5T:
ebra Thomas, City Clerk
APPROVED AS TO FORM:
ALESHIRE & R, LLP
Adrian R. Guerra, City Attorney
CONSULTANT:
Interwest C 1
B .
Name: Y /L—te
Title: , �✓�
By:
Name: bth cal-Keeso,\
Title: Upo
Address: 1500 S. Haven Avenue, Suite 220
Ontario, CA 92761
Tel: 909-295-3142
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
19
01247.0006/656471.9 7/17/2020
value to any third party including, but not limited to, any
City official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials 4
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01247.0006/656471.9 7/17/2020
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unenforceability shall not affect any
of the remaining"phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
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Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
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nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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-12-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On,1- �/ 2L , 2020 before me,,i fdI/RdCA , personally appeared rill v J proved to me on
the basi /of satisfactory evidence to be the person(s)whose names(s)is/are subsci'bed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand offici al.
DARED N PICKEN
NOTARY PUBLIC
STATE OFCOLORADO
Signature. NOTARY ID 19974016915
MY COMMISSION EXPIRES OCTOBER 5.2021
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
El TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
01247.0006/656471.9 7/17/2020
es not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01247.0006/656471.9 7/17/2020
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unenforceability shall not affect any
of the remaining"phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
01247.0006/656471.9 7/17/2020
-17-
Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
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nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
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ACKNOWLEDGEMENT
State of Colorado )
) ss.
County of Boulder )
On M oly Z 1. , 2.0a o before me, F c;c 3. -tc qi Notary Public,
personally appeared Tebrc, IT.o rs o^ , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the ,
foregoing paragraph is true and correct.
Tricia J.Hayes
WITNESS my hand and official seal. NOTARY PUBLIC
Z 3 STATE OF COLORADO
My commission expires: / 91 NOTARY ID 20034019,453
// MY COMMISSION EXPIRES June 19,2023
Signature of Notary Pub . /C'l� �i'y
NOTARY ID 19974016915
MY COMMISSION EXPIRES OCTOBER 5.2021
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
El TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
01247.0006/656471.9 7/17/2020
es not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01247.0006/656471.9 7/17/2020
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unenforceability shall not affect any
of the remaining"phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
01247.0006/656471.9 7/17/2020
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Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services:
A. Consultant will supplement and augment the City of Grand Terrace Public Works
engineering staff and serve in the capacity of Interim Public Works Director and
Senior Engineer ("Interim Public Works Director Services"), which includes, but
is not limited to, the following: Consultant will provide technical assistance and
support to the City Manager, City Council, City Commissions and community and
business stakeholders on public works programs, policies, activities, and projects
and Consultant will provide an Interim Director and a Senior Engineer on-site as
agreed upon and in consultation with the City Manager as well as being available
off-site to respond to questions as needed. As provided below, subject to City
Manager's approval (as provided above), Consultant has currently assigned Craig
Bradshaw, PE, PLS as both Interim Public Works Director and Senior Engineer.
B. In providing Interim Public Works Director Services, Consultant will also provide
additional related services requested by the City including Project Management,
Traffic Engineering, Transportation Planning, Construction Management,
Geographic Information System (GIS), Information Technology (IT), Real
Property Acquisition, Preparation of Grant Applications, and Development Plan
Review. Specific services will include,but not be limited to, the following:
1. Prepare written reports, attend meetings, and present information to the City
Manager, City Council, and City Commissions;
2. Provide written updates on projects and high priority activities of
importance to the City Manager and City Council;
3. Attend meetings with City staff (include weekly Executive Team
Meetings), regional staff and regional/regulatory agencies on projects,
issues, or other matters of interest to the City of Grand Terrace;
4. Represent the City's interests_in disseminating information to public
officials, community leaders, developers, contractors, and the general
public;
5. Review and provide opinions on initial inquiries relating to land
development matters;
6. Provide technical assistance to City staff on matters related to municipal
engineering including civil, transportation, traffic, water resources, and
structural engineering;
7. Proactively establish working relationships and coordination with other
public agencies and utility companies related to public works and municipal
engineering matters;
01247.0006/656471.9 7/17/2020 A-1
erial that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
01247.0006/656471.9 7/17/2020
-17-
Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
8. Provide technical recommendations on regional policy issues relevant to the
City;
9. Provide City Surveyor review and approval duties that includes Map
review, legal descriptions, lot line adjustments, and sign/stamp all
documents in technical compliance with the City ordinances and the State
Map Act;
10. Research, prepare, and coordinate grant funding requests;
11. Develop specific finance plans, lighting and landscape districts, and
strategies necessary to implement development projects in the City;
12. Prepare,review, and administer public facilities infrastructure master plans;
13. Prepare and issue consultant Requests for Proposal, select and manage
consultants and assure compliance with design standards and funding
source requirements;
14. Provide project management services for the preparation of in-house
contract documents and specifications for public infrastructure projects,
recommendation for project award; negotiation and administration of
contracts for construction projects;
15. Provide leadership, mentoring and training to in-house City staff;
16. Support City GIS system to meet the needs of various City departments;
17. Work with the City Attorney in the preparation of ordinances and
agreements;
18. Manage third party agreements with the City at the direction of the Contract
Officer;
19. City and Consultant have entered into that certain agreement entitled
"Agreement for Contracts Services by and between City of Grand Terrace
and Interwest Consulting Group, Inc., for On-Call Engineering Services"
dated i/if,�. ("On-Call Engineering Agreement"). Notwithstanding
Subsection (D)(18) above, Consultant shall not influence, participate in, or
make (including attempting to carry out those acts) any decisions relating
to the selection of consultants for services similar to those services provided
in Exhibit "A" of the On-Call Engineering Agreement, which Exhibit A is
incorporated by reference solely for the purpose of this Subsection(D)(19).
C. As part of providing Interim Public Works Director Services, Consultant will also
utilize its knowledge and experiences to identify and advise the City Manager on
organizational initiatives and succession planning opportunities to provide
meaningful and sustainable improvements compatible with the vision and direction
01247.0006/656471.9 7/17/2020 A-2
mpanies related to public works and municipal
engineering matters;
01247.0006/656471.9 7/17/2020 A-1
erial that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
01247.0006/656471.9 7/17/2020
-17-
Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
of the City Manager. Accordingly, Consultant will establish credibility and trust,
create a collaborative partnership with City staff, and utilize the knowledge of the
organization to gain an understanding of the present and future needs of the City.
Consultant will strive to become an integrated and trusted colleague for staff
D. As part of providing Interim Public Works Director Services, Consultant will strive
to become an integrated and trusted colleague for City staff and advise the City
Manager on industry initiatives and planning opportunities to provide meaningful
and sustainable improvements for the organization compatible with the vision and
direction of the City Manager. Consultant will establish credibility and trust, create
a collaborative partnership with City staff, and utilize the knowledge of the
organization to gain an understanding of the present and future needs of the City of
Grand Terrace.
E. During the performance of the work, Consultant will prepare and deliver tangible
work products, including Reports, Studies, Design Reviews, Project Updates or
other appropriate work products as requested by the City as appropriate for the
specific type of work assignment.
F. Consultant shall assist in any audit of the Public Works Department to identify and
establishing better practices, including but not limited to, better management and
oversight of financial transactions for routine expenditures (e.g., fleet rental,
uniform cleaning), improved cost accounting of staffing deployed to staff City
special events, City's compliance with regulatory reporting (e.g., generators,
elevators, fuel tanks), administration of any solid waste contracts and compliance
with CalRecycle recycling requirements, selection and oversight of a MS4 permit
compliance consultant to assure the City may avail itself of grant opportunities for
storm water issues, recruiting for permanent department positions, and other areas
Consultant finds are not well organized or operated in the Public Works
Department.
II. As part of the Services and in addition to any other requirement to provide tangible work
products to City pursuant to this Agreement, Consultant will prepare and deliver the
following tangible work products as the City may require from time to time.
III. In addition to the requirements of Section 6.2 or any other requirement to provide status
reports in this Agreement, during performance of the Services, Consultant will keep the
City appraised of the status of performance by delivering the status reports as the City may
require from time to time. -
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Limitations on Consultant's Employees, Agents, and Subcontractors.
A. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor who is currently a member of CalPERS.
01247.0006/656471.9 7/17/2020 A-3
hall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
B. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor for a duration of six (6) months or more per
fiscal year if full time, or 1,000 hours or more per fiscal year if part time.
C. Consultant shall assume all responsibility for ensuring that its employees, agents,
subcontractors, or independent contractors who are CalPERS retired annuitants
("Retired Annuitants") providing services to the City under this Agreement are in
compliance with CalPERS retirement laws,including,but not limited to,provisions
of the Government Code and regulations relating to CalPERS and the employment
of retired annuitants (including, but not limited to, Government Code Sections
7522.56, 7522,57, 21220 to 21230) ("CalPERS Retired Annuitant Regulations").
D. Consultant warrants and represents that the personnel identified in Section VI of
this Exhibit do not violate this Section V of this Exhibit.
VI. Consultant will utilize the following personnel to accomplish the Services:
A. James R. Ross, Public Works Group Leader
B. Manuel Gomez, Project Manager
C. Craig Bradshaw, PE, PLS, (as City's Interim Public Works Director/Senior
Engineer)
D. Kamran Saber, PE, QSD, Civil Engineer/CIP Project Management
E. Kevin Ko, PE, QSD, Civil Engineer/Design Project Management
F. Joe Indrawan, PE, Civil Engineer/Plan Review
G. Jack Istik, PE, Civil Engineer/Plan Review
H. Gary Neal, PLS,Land Surveyor/Map Check
I. Nicole Jules, PE, Traffic Engineer/Transportation Planning
J. Andrew Yi, PE, TE, PTOE, Traffic Engineer/Transportation Planning
K. Rush Smith, TE, PTP, Traffic Engineer/Transportation Planning
L. Roger Peterson, SE, Structural Engineer/Plan Review
M. Oliver Roan, SE, Structural Engineer/Plan Review
N. Charles Collet, Construction Manager/Inspector
O. John Chesworth, Construction Manager/Inspector
P. Jesse Isaac, Construction Manager/Inspector
01247.0006/656471.9 7/17/2020 A-4
ide tangible work
products to City pursuant to this Agreement, Consultant will prepare and deliver the
following tangible work products as the City may require from time to time.
III. In addition to the requirements of Section 6.2 or any other requirement to provide status
reports in this Agreement, during performance of the Services, Consultant will keep the
City appraised of the status of performance by delivering the status reports as the City may
require from time to time. -
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Limitations on Consultant's Employees, Agents, and Subcontractors.
A. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor who is currently a member of CalPERS.
01247.0006/656471.9 7/17/2020 A-3
hall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
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01247.0006/656471.9 7/17/2020 A-5
NT FOR CONTRACT SERVICES
By and Between
CITY OF GRAND TERRACE
and
INTERWEST CONSULTING GROUP, INC. -
for
INTERIM PUBLIC WORKS DIRECTOR AND SENIOR ENGINEER SERVICES
01247.0006/656471.9 7/17/2020
h Kada - Darcy M'1777 Mayor
Chef Financial officer
2020
TTEST:
Receipt Acknowledged:
ESCROW HOLDER: Debra Thomas,
City Clerk
Fidelity National Title Insurance Company
By: APPROVED AS TO FORM:
MaryLou Adam Escrow Officer
Aleshire &Wynder, LLP
Dated: May 11 , 2020
By:
Adrian R.Guerra,City Attorney
01247.00201642172 6 3
uerra, City Attorney
01247.0020/642172.6 3
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Section 5.5 (Additional Indemnification) is hereby added to the Agreement as follows:
"In addition to the requirements set forth in Section 5.3 above (Indemnification),
in the event that Consultant or any employee, agent, subcontractor, or independent
contractor of Consultant providing services under this Agreement claims or is
determined by a federal or state agency, a court of competent jurisdiction, or the
California Public Employees' Retirement System ("CalPERS") to be classified as
other than an independent contractor for the City or subject to CalPERS retired
annuitant requirements,then Consultant shall indemnify,defend, and hold harmless
the City for the payment of any and all assessed fines, penalties, judgments,
employee and/or employer contributions to CalPERS, and any other damages and
costs assessed to the City as a consequence of(including interest), or in any way
attributable to, the assertion that Consultant or any of Consultant's personnel used
to provide the Services under this Agreement are other than independent contractors
of the City or are subject to CalPERS retired annuitant requirements. Consultant
shall also indemnify, defend, and hold harmless the City against all employment
related-claims, including wage claims, and from all applicable federal, state and
local tax and insurance obligations (including but not limited to income tax
withholding, unemployment taxes, FUTA, SDI, state unemployment insurance,
Workers' Compensation, disability, or other insurance), asserted against or
imposed upon the City as a consequence of, or in any way attributable to, the
assertion that Consultant or any of Consultant's personnel used to provide services
under this Agreement are other than independent contractors of the City."
01247.0006/656471.9 7/17/2020 B-1
r/Inspector
O. John Chesworth, Construction Manager/Inspector
P. Jesse Isaac, Construction Manager/Inspector
01247.0006/656471.9 7/17/2020 A-4
ide tangible work
products to City pursuant to this Agreement, Consultant will prepare and deliver the
following tangible work products as the City may require from time to time.
III. In addition to the requirements of Section 6.2 or any other requirement to provide status
reports in this Agreement, during performance of the Services, Consultant will keep the
City appraised of the status of performance by delivering the status reports as the City may
require from time to time. -
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Limitations on Consultant's Employees, Agents, and Subcontractors.
A. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor who is currently a member of CalPERS.
01247.0006/656471.9 7/17/2020 A-3
hall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following the Services at the rates provided in Exhibit"C-1":
II. A retention of ten percent (10%) shall be held from each payment as a contract retention
to be paid as part of the final payment upon satisfactory completion of services.
III. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor,supplies, equipment,materials,and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed $150,000 as provided in Section
2.1 of this Agreement.
01247.0006/656471.9 7/17/2020 C-1
to provide the Services under this Agreement are other than independent contractors
of the City or are subject to CalPERS retired annuitant requirements. Consultant
shall also indemnify, defend, and hold harmless the City against all employment
related-claims, including wage claims, and from all applicable federal, state and
local tax and insurance obligations (including but not limited to income tax
withholding, unemployment taxes, FUTA, SDI, state unemployment insurance,
Workers' Compensation, disability, or other insurance), asserted against or
imposed upon the City as a consequence of, or in any way attributable to, the
assertion that Consultant or any of Consultant's personnel used to provide services
under this Agreement are other than independent contractors of the City."
01247.0006/656471.9 7/17/2020 B-1
r/Inspector
O. John Chesworth, Construction Manager/Inspector
P. Jesse Isaac, Construction Manager/Inspector
01247.0006/656471.9 7/17/2020 A-4
ide tangible work
products to City pursuant to this Agreement, Consultant will prepare and deliver the
following tangible work products as the City may require from time to time.
III. In addition to the requirements of Section 6.2 or any other requirement to provide status
reports in this Agreement, during performance of the Services, Consultant will keep the
City appraised of the status of performance by delivering the status reports as the City may
require from time to time. -
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Limitations on Consultant's Employees, Agents, and Subcontractors.
A. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor who is currently a member of CalPERS.
01247.0006/656471.9 7/17/2020 A-3
hall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
EXHIBIT "C-1"
CONSULTANT'S RATES
Classification Hourly Billing Rate
Engineering
Principal In Charge $160
Project Manager $160
Traffic Engineer $160
Director of Public Works $150
Lead Engineer $150
Supervising Engineer $150
Senior Engineer $140
Engineering Associate III $125
Engineering Associate II $115
Engineering Associate I $105
Senior Engineering Technician $105
Engineering Technician III $95
Engineering Technician II $85
Engineering Technician I $75
Student Trainee $30
Grading Plans Examiner $140
Construction Management
Construction Manager $145
Assistant Construction Manager $130
Supervising Public Works Observer $135
Senior Public Works Observer $125
Public Works Observer III $120
Public Works Observer II $115
Public Works Observer I $105
Overtime 140% of the above listed rates
01247.0006/656471.9 7/17/2020 C-2
1.9 7/17/2020 C-1
to provide the Services under this Agreement are other than independent contractors
of the City or are subject to CalPERS retired annuitant requirements. Consultant
shall also indemnify, defend, and hold harmless the City against all employment
related-claims, including wage claims, and from all applicable federal, state and
local tax and insurance obligations (including but not limited to income tax
withholding, unemployment taxes, FUTA, SDI, state unemployment insurance,
Workers' Compensation, disability, or other insurance), asserted against or
imposed upon the City as a consequence of, or in any way attributable to, the
assertion that Consultant or any of Consultant's personnel used to provide services
under this Agreement are other than independent contractors of the City."
01247.0006/656471.9 7/17/2020 B-1
r/Inspector
O. John Chesworth, Construction Manager/Inspector
P. Jesse Isaac, Construction Manager/Inspector
01247.0006/656471.9 7/17/2020 A-4
ide tangible work
products to City pursuant to this Agreement, Consultant will prepare and deliver the
following tangible work products as the City may require from time to time.
III. In addition to the requirements of Section 6.2 or any other requirement to provide status
reports in this Agreement, during performance of the Services, Consultant will keep the
City appraised of the status of performance by delivering the status reports as the City may
require from time to time. -
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Limitations on Consultant's Employees, Agents, and Subcontractors.
A. In providing services under this Agreement, Consultant shall not assign to the City
any employee, agent, or subcontractor who is currently a member of CalPERS.
01247.0006/656471.9 7/17/2020 A-3
hall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
01247.0006/656471.9 7/17/2020
-15-
nd warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
01247.0006/656471.9 7/17/2020
-12-
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services pursuant to the following schedules:
Task Schedule
Interim Public Works Director 30 hours/week
Services
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01247.0006/656471.9 7/17/2020 D-1
Receipt Acknowledged:
ESCROW HOLDER: Debra Thomas,
City Clerk
Fidelity National Title Insurance Company
By: APPROVED AS TO FORM:
MaryLou Adam Escrow Officer
Aleshire &Wynder, LLP
Dated: May 11 , 2020
By:
Adrian R.Guerra,City Attorney
01247.00201642172 6 3
uerra, City Attorney
01247.0020/642172.6 3