Evan Brooks Associates-2019-13 2019-13
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CITY OF GRAND TERRACE
AGREEMENT FOR CONTRACT SERVICES FOR
EVAN BROOKS ASSOCIATES
This "CITY OF GRAND TERRACE AGREEMENT FOR CONTRACT SERVICES
FOR GRANT WRITING SERVICES" (herein"Agreement") is made and entered into this 12TH
day of March, 2019, by and between the CITY OF GRAND TERRACE, a California municipal
corporation("City") and Evan Brooks Associates(herein"Consultant").
NOW, THEREFORE,the parties hereto agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.4 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.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Sixteen Thousand Six Hundred and Sixty Dollars ($16,660) ("Contract
Sum").
2.2 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.
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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, 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 the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 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 cost 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 but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
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 thirty(30) 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
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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 one (1) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit"D").
4. COORDINATION OF WORK
4.1 Representative of Consultant. Daniel Bartelson is hereby designated as
being the representative of Consultant authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Consultant and any authorized agents shall be under the exclusive direction of the representative
of Consultant. 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, and shall keep City informed of any changes.
4.2 Contract Officer. Adreane Freeman [or such person as may be designated
by the City Manager] is hereby designated as being the representative the City authorized to act
in its behalf with respect to the work and services specified herein and to make all decisions in
connection therewith("Contract Officer").
4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
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. Consultant shall perform all
services required herein as an independent contractor of City 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, or that it is a member of a joint
enterprise with City.
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) Commercial 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
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, 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
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an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used,
either the general aggregate limit shall apply separately to this contract/location, or 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
either (i) bodily injury liability limits of$100,000 per person and $300,000 per occurrence and
property damage liability limits of$150,000 per occurrence or(ii) combined single limit liability
of$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and
any other automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis,-rand 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) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
(f) 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 be subject to all of the requirements stated
herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or 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, officers, employees and agents and their respective
insurers. 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
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ontract 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
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in conformance with this 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 endorsement 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.
The 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 City's Risk
Manager or other designee of the City due to unique circumstances.
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' negligent performance 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
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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
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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.
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 and
shall keep such records for a period of three years following completion of the services
hereunder. 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.
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 or as the Contract Officer shall require.
6.3 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 the City without prior written
authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order
or subpoena.
(c) If Consultant provides any information or work product in violation of this
Agreement, then the 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 the City should Consultant 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
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onsultant 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
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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
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any party regarding this Agreement and the work performed thereunder. The 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 the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies,
surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs,
photographs, documents and other materials (the "documents and materials") prepared by
Consultant in the performance of this Agreement shall be the property of the City and shall be
delivered to the City 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 the City of its full rights of ownership use, reuse, or
assignment of the documents and materials hereunder. 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.
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. In the event of litigation in a U.S. District 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, 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. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article.
7.3 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 any
legal action under this Agreement.
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
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.
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nd 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
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7.4 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 at any time 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. 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, but not exceeding the compensation provided
therefore in the Schedule of Compensation Exhibit "C". 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.
7.5 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.
8. MISCELLANEOUS
8.1 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 ensure 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
8.2 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.
8.3 Notice. 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
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r such delay is
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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.
8.4 Integration; Amendment. 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. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of 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 portions 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.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. 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.
8.7 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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
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sonally 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
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r such delay is
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consistent with State law and shall not include interests found to be "remote" or "noninterests"
'pursuant to Government Code Sections 1091 or 1091.5. 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
8.11 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 the following page.]
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cerning the same or any other provision
of this Agreement.
8.7 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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
City f rani Terrace, a municipal corporation
Or
G. Harol Dry, Ci a Eger
AT-TEST:
ii,,ii1/4.e ra Thomas, City Clerk
APPROVED AS TO FORM:
ALESHIRE& W R,LLP
dr/ /
Adrian R. Guerra, City Attorney
CONSUL . T:
Evan Brit • s Associates
I
By: -•`' /
Na' :• .i• Sue2sequ
f
esi•= Man !ing Partner
i`
me: nd-
Ti le: artner
Address: 2824 E Foothill Dr.
Pasadena,CA 91107
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.
11
514137.2 10/19/2018
y 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 the following page.]
10
514137.2 10/19/2018
cerning the same or any other provision
of this Agreement.
8.7 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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
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 2019 before me, Q1 fid personally appeared litarolA SU- 0 roved to me on
the basis f satisfactory evi,4nce to be the person(s)whose names(s) is/are subscribed to the will's instrument and
• .1 owledged to me tha a she/they executed the same in his/her/their authorized capacity(ies), and that by
er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
- •ecuted the instrument.
I certify under PENALTY OF PERJURY under the laws of the S t f C 'f 'a t a e f r • graph is
true and correct. AMANDA D. PEDROZA
COMM.#2283537 3
�
WITNESS m han d officia eal. %_' NOTARY PUBLIC•CALIFORNIA c9
r LOS ANGELES COUNTY
�Comm. xp. MARCH 29,2023
Signature:
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
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01247.0005/538282.1 3/6/2019
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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
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 I 'IOn , 2019 before me, wlAn Iliwzai personally appeared LIn 11(41 , proved to me on
the basis f satisfactory evidence to be the person(s)whose names(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 California that the foregoing paragraph is
true and correct.
WITNESS my hand an icial seal. D. PEDROZA
COMM.#2283537B
Signature: c� � R'•_l NOTARY PULIC•CALI:`�; FORNIA`i ..4 LOSANGELES COUNTY
Comm.Exp. MARCH 29,2023
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
El CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
El GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01247.0005/538282.1 3/6/2019
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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services:
A. Data Collection and Review
B. Preparation of Technical Materials and FEMA Environmental Documents
C. Draft and Submittal of HMGP Subapplication
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Prepare technical materials for grant application
B. Completion of FEMA Environmental Questionnaire
C. Submittal of HMGP Subapplication to Cal OES
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Kickoff Meeting/Preliminary Report
B. Progress Meeting/Progress Report
C. Subapplicaton
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. Consultant will utilize the following personnel to accomplish the Services:
A. Daniel Bartelson, Project Manager
B. Hal Suetsugu, Quality Assurance/Control
C. John Gahbauer,Planner and Grant Writer
D. Sabry Abdelmalik, Engineer
, 514137.210/19/2018
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
El CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
El GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01247.0005/538282.1 3/6/2019
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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
EXHIBIT "B"
SPECIAL.REQUIREMENTS
(Superseding Contract Boilerplate)
514137.2 10/19/2018
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the following tasks at the following rates:
RATE TIME SUB-BUDGET
A. Project $190 N/A
Manager
B. Project $150 N/A
Transportation
Planner
C. Grant Writer $125 N/A
D. Administrative $75 N/A
Support
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. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer,funds may be shifted from one Task sub-budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. 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 $16,660.00 as provided in
Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1.
514137.2 10/19/2018
ES
El ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01247.0005/538282.1 3/6/2019
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 any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not
the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or 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 "financial interest" shall be
9
514137.2 10/19/2018
sonally 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
8
514137.2 10/19/2018
r such delay is
2
514137.2 10/19/2018
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to'the written approval of the Contract Officer
and the City Attorney's office.
H. Consultant shall deliver the following tangible work products to the City by the
following date.
A.HMGP Subapplication submittal by April 18,2019
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
514137.2 10/19/2018