Adelanto City Council
February 14, 2024

1 497
Quote
Date
1/15/24
Quote #
011524-1SW
Customer
City of Adelanto
11600 Air Expressway
Adelanto CA 92301
City of Adelanto WWTP
11600 Air Expy
Adelanto, CA 92301

MISCOWATER
Total
6440 Oak Canyon, Suite 150
Irvine, CA 92618
(949) 458-5555
Ship To
Line # Description Qty Rate Total
QTY 1 - MONSTER WASH PRESS
MWP0018 SS Monster Wash Press System TM suitable
for handling up to 206 ft3/hr of screenings material as delivered by an intermittent-feed, open-channel
screenings extraction system.

Scope of supply to include:
* 304 stainless steel inlet hopper (36"w x 24"d x 12"h) with spray wash assembly, manual & explosion-proof
solenoid valves (recommended wash water supply: 45
GPM at minimum 40 psi in 1" line).
* 304 stainless steel tank with 6mm perforated screen, 300 mm dia. alloy steel Paddle Spiral Rotor TM with nylon
brush, 90 degree compaction elbow, 1250 mm
(49") tapered discharge tube, 60 degree discharge elbow with bagger, stainless steel spray wash assembly with
manual & explosion-proof bronze solenoid valves, qty. 4" NPT liquid drain connections, 123.3:1 right-angled speed reducer, 5 HP XPFC explosion-proof 230-460v/3ph/60Hz
electric motor coated with green epoxy paint.
* PC2361 controller in a NEMA 4X FRP enclosure
accepting 460v/3ph/60Hz input power, includes IEC
starters with over-current protection, jam-sensing current transformers, E-stop pushbutton, AllenBradley
Micrologix-PLC with operator interface.
* Four (4) operation and maintenance manuals.

1 498
Quote
Date
1/15/24
Quote #
011524-1SW
Customer
City of Adelanto
11600 Air Expressway
Adelanto CA 92301
City of Adelanto WWTP
11600 Air Expy
Adelanto, CA 92301

MISCOWATER
Total
6440 Oak Canyon, Suite 150
Irvine, CA 92618
(949) 458-5555
Ship To
Line # Description Qty Rate Total
Installation Service
Includes:

1. Mobilize Equipment

2. Disconnect electrical

3. Remove existing washer compactor

4. Install new washer compactor

5. Install new control panel

6. Connect electrical

7. Install new water line

8. Demobilize
Excludes:

1. Disposal of Existing Equipment

2. No other materials will be provided that are not listed on the quote

3. Bonds

4. Seismic Calculations

5. Seismic Upgrades

6. SCADA Programming,

7. Davis Bacon Act Wages

8. Electrical Panel Upgrades

9. Electrical Disconnects
NOTE:

All equipment shall be delivered to the job site and
placed at designated area where the crane can easily pick it up and place it on the structure.

499
Quote
Date
1/15/24
Quote #
011524-1SW
Customer
City of Adelanto
11600 Air Expressway
Adelanto CA 92301
City of Adelanto WWTP
11600 Air Expy
Adelanto, CA 92301

MISCOWATER
Total
6440 Oak Canyon, Suite 150
Irvine, CA 92618
(949) 458-5555
Ship To
Line # Description Qty Rate Total
Price Includes:

1. Equipment listed on quote

2. Installation listed on quote

3. Sales Tax

4. Shipping/Freight to job-site,

5. Factory Start Up Service (1 day)
LEAD TIME:

Submittals: 6-8 weeks after contract acceptance
Equipment: 12-14 weeks after receipt of approved
submittals and release to production
The delivery schedule is based on credit approval and
receipt of approved P.O.

Installation: 1 week after date is scheduled
Factory Startup: TBD (to be scheduled after installation) FREIGHT:

Full Freight Allowed
FOB: Origin
SHIPPING & BILLING:

Please provide Shipping Address for Delivery and Billing Address for Invoice
PAYMENT TERMS:

Subject to prior credit approval, the terms of payment are; 100% upon equipment shipment (or offer to ship), Net 30 Days
TERMS & CONDITIONS:

MISCOwater's standard Terms and Conditions of Sale
apply and are an integral part of this quotation unless specifically noted otherwise in this proposal.

$298,949.55
500
a UFT Company
STANDARD TERMS AND CONDITIONS 1
Quotation, r5.23.23

ACCEPTANCE
The following Terms and Conditions are an integral part of the offer to sell the equipment and/or services offered in this proposal. When the BUYER signifies acceptance of this quotation by submission of a Purchase Order or signed SELLER Quotation, it shall become a binding contract when accepted and signed by an authorized signer of the SELLER. Any changes or amendments to this proposal made by the BUYER must have SELLER’s approval in writing to become a part of this contract. These Terms and Conditions and the accompanying Purchase Order or signed SELLER Quotation shall comprise the entire agreement between the parties and no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this contract. Unless stated otherwise, the terms and conditions of the manufacturers listed herein will apply to this quotation Any attachments or listed documents are considered a part of this quotation and are made part of the agreement. Quote is firm for thirty (30) days unless otherwise stated on the face of the attached quotation.

APPROVAL DRAWINGS
All items listed are based on SELLER’S interpretation of the requirements in accordance with the plans and specifications. Any preliminary drawings or literature attached to our quotation are for illustration purposes only to show approximate arrangements. Specific drawings and submittal data will be furnished for approval as required after receipt and acceptance of the BUYER’S order. Any submittal or manuals when provided by SELLER will be in the form of a PDF electronic file only. Any form of media beyond the electronic file would be the responsibility of BUYER. Fabrication of products or equipment ordered will not begin until approval and direction to proceed is received in writing. No warranty is made regarding quantities, materials of construction or type of materials quoted. Operation, installation, and maintenance of materials quoted are the responsibility of the OWNER or CONTRACTOR.

DELIVERY
Any shipment or delivery date recited represents our best estimate, but no liability, direct or indirect, is assumed by SELLER for failure to ship or deliver on such dates. Unless otherwise directed, SELLER shall have the right to make early or partial shipments and invoices covering the same to BUYER shall be due and payable in accordance with payment terms hereof. FOB shall be origin unless stated otherwise on the front of these Terms and Conditions.

Delivery schedule(s) will be contingent on supply-chain availability and variability for material components, therefore, lead-times are subject to change without notice. Published weights are careful estimates but are not guaranteed. SELLER will endeavor, insofar, as it is possible, to comply with shipping instructions specified by the Purchaser. However, SELLER reserves the right to ship merchandise by such means of transportation as it may select. The manufacturer will ship the equipment via best way. Demurrage shall be billed to the account of the Purchaser. DAMAGE CLAIMS: Care is taken in packaging all shipments. After BUYER has been given the receipt by the transportation company, all claims for breakage or shortages, whether concealed or obvious, must be made in writing by the BUYER to the carrier and SELLER within seven (7) days after receipt of shipment. When damage or shortages are obvious, written comments on the bill of lading are required before the driver is released.. RETURNED PRODUCTS: In no instance is equipment to be returned without first obtaining SELLERS written approval and returned materials authorization. If shipment is postponed at the request of the purchaser after manufacturing has been commenced, payment will be due on notice from us that the equipment is ready for shipment. Pro rata payments shall be made for partial shipments.

STORAGE
Any item of the product on which shipment is delayed by BUYER may be placed in storage by SELLER at BUYER’S expense and risk. If a delay in shipment is requested by BUYER after an order has been entered and accepted:
a. No charge will be made if the request for delay is made more than six (6) weeks before acknowledged shipping date and the requested delay is for a period not in excess of thirty (30) days.
b. A charge will be made if the requested delay exceeds a period of thirty (30) days or if the request is made within six (6) weeks of the acknowledged shipping date. SELLER will advise BUYER of the charge within ten (10) days of receiving BUYER’S request for delay. c. If the product is within six (6) weeks of the acknowledged shipping date, then SELLER has the option of completing, invoicing and storing the product and charging one and one-half percent (1.5%) per month, or the maximum percentage permitted by law, whichever is lesser, of the established price for such product, plus storage cost.

PAYMENT
Payment terms, upon credit approval, are of net thirty (30) days from the date of each invoice for material shipped (or when ready for shipment if shipment is deferred by BUYER) unless stated otherwise on the face of the attached quotation. Flow down provisions are not accepted and shall not be enforceable against SELLER. Retention is not allowed. In the event any payment becomes past due, a charge of one-half percent (1.5%) will be assessed monthly. These terms are completely independent from, and not contingent upon, when BUYER receives payment from the OWNER. A processing fee of up to four percent (4%) will be added for credit card payments. All merchandise sold is subject to lien laws. Partial or final payment shall constitute acceptance of delivered materials, products, or equipment.

FORCE MAJEURE
Neither Party will be liable for any failure or delay in performing an obligation under these Terms and Conditions that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.

TAXES AND BONDS
Taxes and bonds are NOT included in our pricing. Any applicable taxes or bonds will be added to the price and shown separately on each invoice. All prices exclude sales, use, duties, excise, and other taxes in respect to manufacture, sale, or delivery, all of which are to be paid by the buyer unless a proper exemption certificate is furnished. BUYER agrees to reimburse our company for taxes SELLER must pay on BUYER’S behalf.

CLAIMS AND BACKCHARGES
BUYER agrees to examine all materials immediately upon delivery and report to SELLER in writing any defects or shortages noted no later than ten (10) days following the date of receipt. The parties agree that if no such claim is made within said time, it shall be considered acceptable and in good order with respect to any defect or shortage which would have been revealed by such an inspection. In no event will SELLER be responsible for any charge for modification, servicing, adjustment or for any other expense without written authorization from SELLER prior to the performance of any such work. IN NO

EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR CONSEQUENTIAL, INDIRECT,

INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF A DELAY

IN OR FAILURE OF DELIVERY, DEFECTS IN MATERIAL AND WORKMANSHIP AND/OR FAILURE OF GOODS TO PERFORM TO APPLICABLE SPECIFICATIONS, 501
a UFT Company
STANDARD TERMS AND CONDITIONS 2
Quotation, r5.23.23

DRAWINGS, BLUEPRINTS OR SAMPLES AS SET FORTH OR DESCRIBED HEREIN, IF ANY, OF A BREACH BY SELLER OF ANY OTHER TERM OR OBLIGATION OF SELLER UNDER THE CONTRACT. No penalty clauses of any description will be effective unless approved in writing over the signature of a principal of SELLER. Under no circumstances shall SELLER be liable for any consequential, special or incidental damages, including liquidated damages, arising from any breach by it in this transaction, AND ALL SUCH CONSEQUENTIAL, SPECIAL AND INCIDENTAL DAMAGES, INCLUDING LIQUIDATED DAMAGES, ARE EXCLUDED FROM ANY REMEDIES AVAILABLE TO THE BUYER.

SECURITY INTEREST & TITLE
Until all amounts due SELLER have been paid in full, SELLER shall retain a security interest in the product and have all rights of a secured party under the Uniform Commercial Code and applicable law, including the right to repossess the product or equipment without legal process and the right to require the BUYER to assemble the equipment and make it available to SELLER at a place reasonably convenient to both parties.

WARRANTY
Equipment and parts not manufactured by the SELLER carry only the warranty of the manufacturer of said parts. SELLER does not make any express or implied warranty for equipment and/or parts it did not manufacture. Credits for defective material and workmanship in said equipment and/or parts are only in accordance with the underlying company policy of the manufacturer. SELLER makes no warranty whatsoever with respect to any equipment and/or parts as to their merchantability or fitness for a particular purpose. It is further agreed that the SELLER assumes no liability whatsoever for failure of equipment due to normal usage and wear.

INDEMNIFICATION
To the fullest extent permitted by the law in which the project is located, BUYER and SELLER shall indemnify and hold one another and their respective employees and agents harmless from and against all claims, damages, losses, liabilities, actions, causes of action, demands, fines, penalties, judgments, costs, and expenses, including but not limited to attorneys’ fees, court costs, expert fees and costs, arising out of or resulting from BUYER’s or SELLER’s own negligent acts, omissions or misconduct, to the extent such negligence is covered by BUYER’s and SELLER’s respective insurance policies. In the event any third party asserts against SELLER a claim for patent infringement, royalties or licensing fees with respect to BUYER’s use of the products, materials, or equipment provided hereunder, BUYER agrees to indemnity SELLER for all liability damages, costs and expenses in connection therewith.

CANCELLATION
Buyer may cancel this contract only in writing signed by BUYER’s duly authorized agent and acknowledged in writing by SELLER’s duly authorized agent.

Should this order be cancelled, BUYER shall be obligated to pay for the level of work performed and products shipped. Work performed includes any engineering, calculations, preparation of submittals, drawings, and/or travel to job site in relation to this order. In addition to any other remedies provided under these Terms and Conditions, SELLER may terminate this contract with immediate effect by providing signed, written notice to BUYER, if BUYER: (i) fails to pay any amount when due under the contract and such failure continues for 30 days after BUYER’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings in bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

FIELD WORK
Unless specifically stated on our quotation, installation, start-up service, field testing, supervision, operation, and training are not included in our pricing of product. In the event that SELLER or any of its employees or agents do perform work or services on-site at the project’s location, BUYER agrees to hold SELLER and its employees or agents harmless for any injuries or damage to property caused by their acts or omission, except to the extent said injuries or property damage arise from gross negligence or intentional misconduct.

MODIFICATIONS
This contract can be modified only in writing which specifically states that it amends these Terms and Conditions and is signed by both parties and their duly authorized agents. It is further agreed that this contract shall not be modified in any respect except in writing signed by the party and their duly authorized agent against whom the modification is sought to be enforced.

AUTHORITY OF SELLER’S AGENTS
No agent, employee or representative of the SELLER has any authority to bind the SELLER to any affirmation, representation or warranty concerning the goods sold under this Contract, and unless an affirmation, representation or warranty made by an agent, employee, or representative is specifically included within this written contract, it shall not be enforceable by the BUYER.

NO THIRD-PARTY BENEFICIARIES
This contract is for the sole benefit of BUYER and SELLER and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

GOVERNING LAW
All matters arising of or relating to the contract or the Terms and Conditions shall be governed by and construed in accordance with the laws of the state in which the project is located.

DISPUTE RESOLUTION
In the event of any dispute between BUYER and SELLER arising out of the terms of the contract and these Terms and Conditions, such dispute shall be decided by arbitration administered by the American Arbitration Association in accordance with the then-prevailing Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. BUYER and SELLER mutually agree that any dispute involving claims valued at or above $1,000,000.00 shall be heard by a panel of three (3) arbitrators. The venue for all arbitration proceedings shall be the State of California. The foregoing agreement to arbitrate shall be specifically enforceable in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction.

SEVERABILITY
The partial or complete invalidity of any one or more provisions of these Terms and Conditions shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the provision shall be considered reformed to reflect the intent thereof to the greatest extent possible consistent with applicable law.

ASSIGNMENT – DELEGATION
No right or interest in this Contract shall be assigned by the BUYER without the written permission of the SELLER, and no delegation of any obligation owed, or of the performance of any obligation by the BUYER shall be made without the written permission of the SELLER. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. 502
503
504

CITY COUNCIL AGENDA REPORT
A D E L A N T O G O V E R N M E N T A L C E N T E R | 1 1 6 0 0 A I R E X P R E S S W A Y | A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Angel Castellanos, Finance Director
Derik Despain, Senior Accountant
SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING THE CITY’S COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR FISCAL YEAR 2024-25 STAFF RECOMMENDATION:

It is recommended that the City Council: (1) open the public hearing and take public testimony; and (2) adopt Resolution No. 24-02 authorizing the City’s CDBG Program for Fiscal Year 2024-25.

BACKGROUND:

The primary national objectives of the Federal Community Development Block Grant (“CDBG”) program are to undertake activities that benefit low- and moderate-income persons and/or eliminate slum and blight conditions in the City. The program requires that at least 70 percent of the program funds be spent on activities that benefit low- and moderate-income persons.

The Federal Department of Housing and Urban Development (“HUD”) promulgates the funds and regulations for the CDBG program. Cities with populations below 50,000 do not receive funding directly from HUD, but instead participate through the County of San Bernardino Community Development and Housing Department (“CDH”). For Adelanto, the City receives its CDBG funds as a “participating city” through the CDH.

The CDH has notified the City that the estimated CDBG allocation for Fiscal Year (FY) 2024-25 will be $323,239 which has decreased $5,905 from the prior year. Each City’s allocation is based on a formula that factors in the City’s population, poverty level, and overcrowding percentage. The allocation for FY 2023-24 was $329,144. The allocation amount may change slightly when the final figures are announced by HUD. This usually occurs in the spring, prior to the start of the new program year in July.

A resolution approving the City’s use of the funds must be submitted to the CDH by February 15, 2024.

The funds become available to be expended on the intended activities beginning on July 1, 2024. 505
ELIGIBLE ACTIVITIES FOR FUNDING:

The types of activities that may be funded under the program, provided they meet one of the national objectives, include the following:
• Land acquisition and disposition;
• Development of, and improvements to, public facilities; • Street and other infrastructure improvements;
• Demolition and clearance of property improvements;
• Public service activities up to 15 percent of the annual allocation; • Residential and commercial rehabilitation;
• Economic development activities; and
• ADA improvements.

INELIGIBLE ACTIVITIES:

Activities or projects for which CDBG funds cannot be used include, but are not limited to, the following:
• Construction of city halls, county administrative buildings, or other facilities in which the legislative, judicial, or general administrative affairs of the government are conducted; • Purchase of equipment, unless otherwise required for program purposes; • Operating and maintenance expenses;
• General government expenses; and
• Political activities.

ONGOING PROJECTS:

For the FY 2024-25 program year, Staff is proposing funding of the seven (7) qualified public service projects. A description of each of the projects is provided below:

Public Service Programs/Community Based Organizations (CBO’s):

Public Service Programs are programs that undertake social activities, such as family counseling, health care, senior citizen services, and day care activities. Public service expenditures cannot exceed fifteen percent (15%) of the City's annual CDBG allocation. For FY 2024-25 that amount is $48,486. Currently, all CDBG public service funds are being used for food and clothing distribution and job skills training. The City of Adelanto has received four applications requesting funding for their public service program:
506
Proj. # Project Title
Funding
Requested
City’s 24-25
Recommended
Allocation
Total
Funding
ADEL24PS-001 Leslys CPR - Training and Educational Services $71,020 $6,926 $6,926 ADEL24PS-013 New Leaf Ministries - Olive Branch $48,486 $6,926 $6,926 ADEL24PS-020 Food Distribution and Job Skills Program – HDOC $25,000 $6,926 $6,926 ADEL24PS-040 Emergency Food & Clothing Distribution - ACRC $25,000 $6,926 $6,926 ADEL24PS-048 Emmanuel's House, Inc. - Food Pantry Plus Program $15,509 $6,926 $6,926 ADEL24PS-054 Community Health Action Network - Emergency Assistance Program
$44,800 $6,926 $6,926
ADEL24PS-055 Brick by Brick - Housing Services $38,000 $6,926 $6,926 Capital Improvement Projects:

This program would continue to fund capital improvement construction projects that benefit low to moderate-income residents. Staff has identified the following projects eligible for CDBG funding:

Proj. # Project Title
Funding
Amount
City’s 22-23
Recommended
Allocation
Total
Funding
ADEL24CN-010 Adelanto: North Adelanto Park $0.00 137,381 ADEL24CN-012 Adelanto: North Adelanto Road Resurface $0.00 137,376 FY 2023-2024 CDBG PROJECTS SUMMARY
Staff is seeking City Council’s approval of the recommended FY 2024-25 CDBG projects as discussed above and summarized in the funding table below:

Proj. # Project Title
Funding
Amount
Available
Prior Year
Funds Total Funding
FY 2024-25 Annual Allocation
ADEL24PS-001 Leslys CPR - Training and Educational Services $6,926.00 0.00 $6,926.00 ADEL24PS-013 New Leaf Ministries - Olive Branch $6,926.00 0.00 $6,926.00 ADEL24PS-020 Food Distribution and Job Skills Program – HDOC $6,926.00 0.00 $6,926.00 ADEL24PS-040 Emergency Food & Clothing Distribution - ACRC $6,926.00 0.00 $6,926.00 ADEL24PS-048 Emmanuel's House, Inc. - Food Pantry Plus Program $6,926.00 0.00 $6,926.00 ADEL24PS-054 Community Health Action Network - Emergency Assistance Program
$6,926.00 0.00 $6,926.00
ADEL24PS-055 Brick by Brick - Housing Services $6,926.00 0.00 $6,926.00 ADEL24CN-010 Adelanto: North Adelanto Park $137,381.00 0.00 $137,381.00 ADEL24CN-012 Adelanto: North Adelanto Road Resurface $137,376.00 0.00 $137,381.00 Total $323,239.00 $323,239.00
507
*Maximum amount limited to 15% of total CDBG annual allocation The attached resolution has been prepared which includes the recommended funding amounts as listed above by project title.

FISCAL IMPACT:

There is no impact to the current 2023-24 Fiscal Year budget. As part of the budget planning process for the 2024-25 Fiscal Year, CDBG funding will be budgeted for the four projects in the amounts set forth by Council.

ATTACHMENTS:

1. Resolution Number 24-02

2. List of authorized projects
508
RESOLUTION NO. 24-02

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADELANTO, COUNTY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE CITY’S COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR FISCAL YEAR 2024-25 WHEREAS, on August 22, 1974, the President of the United States signed into law the Housing and Community Development Act of 1974 (“Act”); and WHEREAS, the primary goals of Title I of the Act are the development of viable urban communities by providing decent housing and a suitable living environment, and expanding economic opportunities, principally for persons of low- and moderate-income; and WHEREAS, the City of Adelanto has received notification of the availability of $323,239.00 in Federal Community Development Block Grant (CDBG) funds to further the attainment of these goals during Fiscal Year 2024-25; and WHEREAS, suggestions have been requested from City departments for the utilization of these funds; and
WHEREAS, the City has published information and solicited comments regarding eligible activities under the Act and has conducted a public hearing to solicit comments and suggestions from the community for the utilization of these funds.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ADELANTO DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. That the City allocates its available Community Development Block Grant funds for the following purposes:
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
509
Resolution No. 24-02

Proj. # Project Title
Funding
Amount
Available
Prior
Year
Funds Total Funding
FY 2024-25 Annual Allocation
ADEL24PS-001 Leslys CPR - Training and Educational Services $6,926.00 0.00 $6,926.00 ADEL24PS-013 New Leaf Ministries - Olive Branch $6,926.00 0.00 $6,926.00 ADEL24PS-020 Food Distribution and Job Skills Program – HDOC $6,926.00 0.00 $6,926.00 ADEL24PS-040 Emergency Food & Clothing Distribution - ACRC $6,926.00 0.00 $6,926.00 ADEL24PS-048 Emmanuel's House, Inc. - Food Pantry Plus Program $6,926.00 0.00 $6,926.00 ADEL24PS-054 Community Health Action Network - Emergency Assistance Program
$6,926.00 0.00 $6,926.00
ADEL24PS-055 Brick by Brick - Housing Services $6,926.00 0.00 $6,926.00 ADEL24CN-010 Adelanto: North Adelanto Park $137,381.00 0.00 $137,381.00 ADEL24CN-012 Adelanto: North Adelanto Road Resurface $137,376.00 0.00 $137,381.00 Total $323,239.00 $323,239.00
SECTION 3. That the City Manager is authorized and directed to submit the City’s final Program Planning Summary for Fiscal Year 2024-25 to the County of San Bernardino, reflecting the funding allocations set forth herein.

SECTION 4. The City Manager and/or his designee is authorized to adjust the program budget as necessary to take into account the final CDBG allocation and any amounts remaining unspent at the close of the fiscal year, including any unallocated amounts from prior years.

SECTION 5. That the City Manager and/or his designee is authorized to execute the contractual and related documents prepared by the County of San Bernardino that are required for the implementation of the projects/programs set forth herein.

SECTION 6. The provisions of this Resolution are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the Resolution or their applicability to other persons or circumstances. 510
SECTION 7. That the City Clerk shall certify to the adoption of this Resolution and that the same shall be in full force and effect.

Resolution No. 24-02

PASSED, APPROVED AND ADOPTED this 14th day of February, 2024. ______________________________
Gabriel Reyes, Mayor
_______________________________
Brenda Lopez, City Clerk
511
Resolution No. 24-02

I, Brenda Lopez, City Clerk of the City of Adelanto, California, do hereby certify that the foregoing Resolution No. 24-02 was duly and regularly adopted at a regular meeting of the City Council of the City of Adelanto on this 14th day of February, 2024 be the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS THEREOF, I hereunto set my hand and affix the official seal of the City of Adelanto on the 14th day of February, 2024.
______________________________
Brenda Lopez, City Clerk
512
New/Cont. District Location Applicant Application # Project Title Project Description Amount
Requested
New First District Adelanto
Derik Despain, Senior Accountant
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
[email protected]
760-246-2300
ADEL24CN-010 Adelanto: North Adelanto Park
Construction of new park with youth activities such as soccer and basketball courts. Located in the vicinity of Northern Adelanto (East of Koala Road, North of Rancho Road, West of Adelanto Rd and South of El Mirage) the City will have the ability to provide much needed recreation space for approximately 32,780 persons, of which approximately 20,600 are low to moderate income. $350,000.00
New First District Adelanto
Derik Despain, Senior Accountant
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
[email protected]
760-246-2300
ADEL24CN-012 Adelanto: North Adelanto Road Resurface
Project will consist of road resurfacing and re-striping for up to 2 miles of residential roads in the area bounded by Muskrat Ave on the West, El Mirage Road on the North, Raccoon Ave on the East, and Auburn Ave on the south or the area bounded by 395 on the East, Adelanto Rd on the West, Lee Ave on the South and Chamberlaine Way on the North. This project will serve 10,190 residents in the local area, 7,615 of which are low/mod income. $500,000.00
Cont First District Adelanto
Lesly Pickett, CEO
Leslys CPR
18026 Jonathan St.

Adelanto, CA 92301
[email protected]
760-713-5802
ADEL24PS-001 Adelanto: Leslys CPR - Training and Educational Services Expanded Public Service - Lesly's CPR, under contract with the City of Adelanto, will provide referrals to essential resources, life skills training, CPR certification and job skill training to persons of low- and very low- income in the City of Adelanto and surrounding areas.
$71,020
New First District Adelanto
Amanda Uptergrove, Pastor
New Leaf Ministries
11877 Tara Ln
Adelanto, CA 92301
[email protected]
949-377-6004
ADEL24PS-013 Adelanto: New Leaf Ministries - Olive Branch Public Service - New Leaf Ministries will provide food, clothing, personal hygiene products and other household necessities to approximately 600 lowand moderate- income persons in the City of Adelanto and surrounding communities.
$48,486
Cont First District Adelanto
Carmen Laird, Executive Director
High Desert Outreach Center/High Desert Community
Foundation
P.O. Box 923
Adelanto, CA 92301
[email protected]
760-261-1459
ADEL24PS-020 Adelanto: Food Distribution and Job Skills Program - HDOC Public Service - High Desert Outreach Center (HDOC), under contract with the City of Adelanto, will provide Food Distribution to approximately 600 low-and moderate-income households in Adelanto and the surrounding areas. $25,000
Cont First District Adelanto
Melva Davis, Chariperson
Adelanto Community Resource Center
11824 Air Expressway
Adelanto, CA 92301
[email protected]
909-874-1906
ADEL24PS-040 Adelanto: Emergency Food & Clothing Distribution - ACRC Public Service - Adelanto Community Resource Center (ACRC) will provide food and clothing to approximately 180 low-and moderate- income persons. $25,000.00
New First District Adelanto
Kamiya Stewart, Vice President and CFO Emmanuel's
House, Inc. 11776 Bartlett St, Unit
4 Adelanto, CA 92301
[email protected] (442)
249-1495
ADEL24PS-048 Adelanto: Emmanuel's House, Inc. - Food Pantry Plus Program Public Service - Emmanuel's House - Food Pantry Plus Program, under contract with the City of Adelanto, will provide Food Distribution to approximately 4,100 low-and moderate-income households in Adelanto and the surrounding areas. $15,509.00
New First District Adelanto
Cornelius Page, Executive Director
Community Health Action Network
15000 7th Street, Suite 208G
Victorville, CA 92395
[email protected]
(760) 241-9900
ADEL24PS-054 Adelanto: Community Health Action Network - Emergency Assistance Program Public Service - Community Health Action Network (CHAN) under contract with the City of Adelanto will provide the Emergency Assistance Program to assist approximately 87 low- to moderate- income households in the City of Adelanto with temporary payments (not to exceed 3 months) of their utility bills due to financial hardship.
$44,800.00
New First District Adelanto
Kailin Scott Peoples, CEO/Executive Director
Neighborhood Housing Services of the IE
1845 S Business Center Drive Suite 120 San
Bernardino, CA 92408 [email protected]
909-963-5221
ADEL24PS-055 Adelanto: Brick by Brick - Housing Services Public Service - Neighborhood Housing Services of the Inland Empire (NHSIE) will provide direct case management for housing needs and counseling services regarding financial health and wellness to approximately 65 households of lowand moderate-income in the City of Adelanto and surrounding communities. $38,000.00
513
Comments Eligible: Yes/NO Supervising ECD
Analyst Initials Accomplishment #
Eligible Construction Project - New park with youth activities such as soccer and basketball. Located in the vicinity of Northern Adelanto (East of Koala Road, North of Rancho Road, West of Adelanto Rd and South of El Mirage) the City will have the ability to provide much needed recreation space for approximately 32,780 persons, of which approximately 20,600 are low to moderate income. Eligibility is subject to City of Adelanto funding participation and use of prevailing wage rates.

Yes
Eligible Construction Project - Street locations are within the low-and moderate-income targeted area for City of Adelanto and are primarily residential neighborhoods. The City will re-surface and re-stripe up to 2 miles of residential roads in the area bounded by Muskrat Ave on the West, El Mirage Road on the North, Raccoon Ave on the East, and Auburn Ave on the south or the area bounded by 395 on the East, Adelanto Rd on the West, Lee Ave on the South and Chamberlaine Way on the North. This project will serve 10,190 residents in the local area, 7,615 of which are low/mod income. Eligibility is subject to City of Adelanto funding participation and use of prevailing wage rates.

Yes
Eligible Public Service - Lesly's CPR, under contract with the City of Adelanto, will provide referrals to essential resources, life skills training, CPR certification and job skill training to approximately 1,000 unduplicated persons of low- and very low- income in the City of Adelanto and surrounding areas. Public Services are limited to low-and moderateincome persons and require monthly documentation that at least 51% of the persons served qualify as low-and moderate-income. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding.

Yes
Eligible Public Service - New Leaf Ministries (NLM) - Olive Branch Program will provide food, clothing, personal hygiene products and other household necessities to approximately 600 unduplicated low-and moderate- income persons in the City of Adelanto and surrounding communities to help them have a better quality of life. Services are limited to low-and moderate-income persons and requires documentation of at least 51% of the persons served are from are low- to moderate-income households. A quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding.

Yes
Expanding Eligible Public Service - High Desert Outreach Center (HDOC), under contract with the City of Adelanto, will provide food distribution services to approximately 600 unduplicated low-and-moderate income persons in Adelanto and the surrounding areas. Public Services are limited to low-and moderate-income persons and require monthly documentation that at least 51% of the persons served qualify as low-and moderate-income. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding. This activity was funded in previous years (less than 12 months) and is a continuing activity.

Yes
Eligible Public Service - Adelanto Community Resource Center (ACRC) Program provides food and clothing distribution persons in need, to help them have a better quality of life.

Services are limited to low-and moderate-income persons and requires documentation of at least 51% of the persons served are from are low- to moderate-income households.

ACRC, under contract with the City of Adelanto, will provide food and clothing distribution services to approximately 180 unduplicated low-and-moderate income persons in Adelanto and the surrounding areas. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding. This activity was funded in previous years (less than 12 months) and is a continuing activity.

Yes
Eligible Public Service - Emmanuel's House - Food Pantry Plus Program, under contract with the City of Adelanto, will provide food distribution services to approximately 4,100 unduplicated low-and-moderate income persons in Adelanto and the surrounding areas. Public Services are limited to low-and moderate-income persons and require monthly documentation that at least 51% of the persons served qualify as low-and moderate-income. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding.

Yes
Public Service - Community Health Action Network (CHAN) under contract with the City of Adelanto will provide the Emergency Assistance Program to assist approximately 87 low- to moderate- income households in the City of Adelanto with one-time or short-term payments (not to exceed 3 months) of their utility bills due to financial hardship generally to prevent homelessness.

Utility bills must be paid to the utility company and not to the resident/home owner. Services are limited to low-and moderate-income persons and requires documentation of at least 51% of the persons served are from are low- to moderate-income households. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding.

Yes
Eligible Public Service - Neighborhood Housing Services of the Inland Empire (NHSIE) under contract with the City of Adelanto will provide direct case management for housing needs and counseling services regarding financial health and wellness to approximately 65 households of low-and moderate-income in the City of Adelanto and surrounding communities. Services are limited to low-and moderate-income persons and requires documentation of at least 51% of the persons served are from are low- to moderateincome households. Also, a quantifiable increase in the level of service or a new additional service is required in order to continue to be eligible for CDBG funding.

Yes
514

CITY COUNCIL AGENDA REPORT
A D E L A N T O G O V E R N M E N T A L C E N T E R | 1 1 6 0 0 A I R E X P R E S S W A Y | A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Brenda Lopez, City Clerk
SUBJECT: AUTHORIZATION FOR CITY MANAGER TO ENTER INTO MEMORANDUM OF

UNDERSTANDING WITH THE NEIGHBORHOOD HOUSING SERVICES OF THE

INLAND EMPIRE
STAFF RECOMMENDATION:

Staff recommends that the City Council authorize the City Manager to execute a Memorandum of Understanding (MOU) agreement with the Neighborhood Housing Services of the Inland Empire (NHSIE) to implement financial assistance, education, and advising programs in the City of Adelanto.

BACKGROUND:

The City of Adelanto recognizes the need to address housing affordability and support its low-tomoderate income households in achieving homeownership. To this end, the City has sought to collaborate with the Neighborhood Housing Services of the Inland Empire (NHSIE), a respected nonprofit organization based in San Bernardino City, California. NHSIE is dedicated to creating homeownership opportunities, bridging the housing affordability gap, and building sustainable communities of choice.

The organization offers a range of services aimed at empowering individuals and families to achieve their homeownership goals, including foreclosure assistance, first-time homebuyer down payment assistance, technical support for Accessory Dwelling Unit (ADU) development, and homebuying initiatives.

Staff recommends that the City Council authorize the City Manager to execute a Memorandum of Understanding (MOU) with NHSIE. This MOU outlines the cooperative efforts between the City and NHSIE to provide counseling, financial support, grant application assistance, and education initiatives tailored to the needs of Adelanto residents.

FISCAL IMPACT:

No anticipated fiscal impact at this time.

ATTACHMENTS:

Attachment No. 1 MOU with the Neighborhood Housing Services of the Inland Empire Attachment No. 2 Presentation by the Neighborhood Housing Services of the Inland Empire

515

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF ADELANTO
AND

THE NEIGHBORHOOD HOUSING SERVICES OF

THE INLAND EMPIRE
WHEREAS, this Memorandum of Understanding (MOU) by and between the municipal corporation of Adelanto, California, hereinafter “City of Adelanto” or simply "the City," the Neighborhood Housing Services of the Inland Empire, hereinafter “NHSIE,” hereinafter referred to individually as “Party” and collectively as “Participants”, is for voluntary cooperation in clarifying and advancing goals and objectives of implementing financial assistance and education and advising programs in the City of Adelanto, providing for advancement of quality of life for local residents and workforce, and driving economic benefits to the Participants.

WHEREAS, NHSIE, a non-profit organization based in San Bernardino City, California, is dedicated to creating homeownership opportunities, bridging the housing affordability gap, and building sustainable communities of choice—one person, one home, and one neighborhood at a time.

WHEREAS, the City seeks counseling and financial support specifically targeted at its low-to-moderate income households.

WHEREAS, the Participants recognize the remarkable potential arising from financial assistance, grant application processes, and education and advising initiatives.

NOW, THEREFORE:

SECTION I
Strategic Objective
516
The Participants share the common objective of supporting, aligning, and guiding Adelanto residents through the benefits and quality of life improvements associated with home ownership, thereby improving long term generational wealth, and support of affordable housing developers.

SECTION II
Areas of Cooperation
The Participants intend to achieve the stated strategic objective through programmatic initiatives, focused on, but not limited to, the following areas of cooperation:
a) NHSIE will provide call center support to the City’s residents for foreclosure assistance, offering guidance to low-to-moderate income families seeking first-time homebuyer down payment assistance. Additionally, NHSIE will provide technical assistance for Accessory Dwelling Unit (ADU) development and support homebuying initiatives.
b) NHSIE, acting as the City's agent, will actively pursue funds to support lowto-moderate income families in home purchases. NHSIE will prioritize Adelanto residents in the allocation of existing funds, ensuring equitable access to financial support for housing needs.
c) The City will refer low-to-moderate income households to NHSIE for counseling and financial support. This referral system aims to connect residents with the necessary resources to enhance their housing situation and improve overall financial well-being.
d) NHSIE will assist the City in navigating grant applications, leveraging its experience to maximize financial support for housing-related initiatives in the community.
e) The Participants will collaborate to support housing developers focusing on affordable housing projects. This support includes providing guidance, resources, and potential incentives to encourage the development of affordable housing options within the City.

SECTION III
Specific Activities
Specific activities to implement the areas of cooperation and to achieve the Participants’ objective include:
a) Organizing workshops to educate residents on homeownership opportunities, foreclosure prevention, ADU development, eviction prevention and financial capabilities.
517
b) Setting up a dedicated hotline to provide real-time support and information to Adelanto residents seeking housing-related assistance. c) Collaboratively organizing events that promote community engagement, local businesses, and showcase the benefits of sustainable homeownership.
d) Creating and distributing educational materials, including brochures and guides, to inform residents about available resources, programs, and the benefits of affordable housing.
e) Implementing a system for monitoring the progress of housing-related initiatives, regularly reporting to both Parties on the impact of the collaboration, funds attracted, and the number of households assisted. f) Exploring innovative technological solutions to streamline processes, enhance communication, and improve access to housing-related information and services.
g) Periodically conducting needs assessments to identify evolving challenges and opportunities within the community, adapting cooperation strategies accordingly.
h) Forming advisory committees comprising representatives from both Parties to ensure ongoing communication, collaboration, and the efficient implementation of shared objectives.

SECTION IV
Points of Contact
Representatives of the City of Adelanto and NHSIE will serve as the respective contact points for communication and information exchange, as well as the submission of any notice required under this MOU.

Points of Contact:

The City of Adelanto: Jessie Flores
The Neighborhood Housing Services of the Inland Empire: Kailin Scott

SECTION V
Availability of Personnel and
Resources
This Memorandum of Understanding, once in effect upon signature, does not create any legally binding rights or obligations as to any Participant. 518
This Memorandum of Understanding does not involve the exchange of funds, nor does it represent any obligation of funds by any Participant. All costs that may arise from activities covered by, mentioned in, or pursuant to this Memorandum of Understanding will be assumed by the Participant who incurs them, unless otherwise stipulated and decided pursuant to a future written arrangement. All activities undertaken pursuant to this Memorandum of Understanding are subject to the availability of funds, personnel, and other resources of each Participant.

The personnel designated by a Participant for the execution of this Memorandum of Understanding will work under the orders and responsibility of the Participant and any other organization or institution to which they belong, at all times maintaining any preexisting employment relationship with the Participant and such organization or institution. Their work will not create an employer-employee relationship with another Participant or any other organization or institution, so in no case will that other Participant, or other organization or institution, be considered as a substitute or joint employer of the designated personnel.

SECTION VI
Compliance with Applicable Laws
All activities undertaken pursuant to this Memorandum of Understanding, and all personnel designated by the Participants for the execution of those activities undertaken pursuant to this Memorandum of Understanding are subject to all applicable laws, including all laws applicable in the jurisdiction where the activities are performed.

Such personnel, if visiting the other Participant to participate in an activity pursuant to this Memorandum of Understanding, will not engage in any activity detrimental to this Memorandum of Understanding.

SECTION VII
Interpretation and Application
Any difference that may arise in relation to the interpretation or application of this Memorandum of Understanding will be resolved through consultations between the Participants, who will endeavor in good faith to resolve such differences.

SECTION VIII
No Legal Rights or Remedies
Nothing in this MOU creates any legally cognizable or enforceable rights or remedies as to any Participant. In no event will any disagreement arising under this MOU— including, but not limited to, any alleged breach of, or nonperformance under, this MOU—give rise to any cause of action, or any legal or equitable remedy, in any forum whatsoever. Nothing in this MOU waives any sovereign immunity, or any other applicable immunity, that any Participant may otherwise enjoy.

This MOU is for the exchange of information to improve the understanding of the 519
mission, needs and future requirements. The exchange of information is solely to improve understanding and does not serve as a basis for contract formation.

SECTION IX
Final Provisions
This Memorandum of Understanding is effective from the date of its signature, for a two year period, unless renewed or extended by the Participants in the same manner that the Participants may otherwise modify this MOU.

This Memorandum of Understanding is not transferable except with the written consent of the Participants.

This Memorandum of Understanding may be modified at any time by mutual consent of the Participants. Any modification shall be made in writing and specify the date on which such modification is to become effective.

Any Participant may, at any time, withdraw from this Memorandum of Understanding by providing a written notice to the other Participants.

The termination of this Memorandum of Understanding shall not affect the conclusion of the cooperation activities that may have been initiated during the time this Memorandum of Understanding is in effect, unless the Participants mutually decide otherwise.

It is expressly understood and agreed that this Memorandum of Understanding embodies the entire understanding between the Participants regarding the MOU’s subject matter.
(Signatures On Next Page)
520
Signed February ______, 2024.

FOR THE FOR THE

CITY OF ADELANTO NEIGHBORHOOD HOUSING

SERVICES OF THE INLAND EMPIRE

Jessie Flores Kailin Scott
City Manager CEO/ Executive Director
521

CITY COUNCIL AGENDA REPORT
A D E L A N T O G O V E R N M E N T A L C E N T E R | 1 1 6 0 0 A I R E X P R E S S W A Y | A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Member
FROM: Jessie Flores, City Manager
BY: Jessie Flores, City Manager
SUBJECT: RECOMMEND AWARD OF CONTRACT AS NEEDED ENGINEERING SUPPORT

SERVICES
STAFF RECOMMENDATION:

Staff recommends City Council award the As-Needed Engineering Support Services contract to KEC Engineers, Inc. in the amount of $ 642,720.

BACKGROUND:

The City of Adelanto recognizes the imperative need for engineering and consulting services to address the burgeoning requirements of its evolving industrial, commercial, and residential landscape. With successful growth experienced and anticipated in the coming years, the City is proactively seeking a professional engineering and consulting firm to provide essential support services. The consultant, directed by the City Manager, will provide comprehensive City Engineering Services, covering public works, water, sewer, and more. Responsibilities include project management, regulatory compliance, public engagement, and staff support.

Staff solicited proposals from consultants through a formal RFP process. The City received six proposals evaluated by an external third-party panel. Based on the outstanding qualifications presented, staff recommends award of contracts to KEC Engineers, Inc.

KEC Engineers, Inc. brings over 40 years of extensive experience in government projects, specializing in water and sewer systems. The firm has previously served in a key role managing infrastructure projects, demonstrating a wealth of expertise that aligns with the diverse engineering needs of the City. KEC Engineers, Inc. has a proven track record and a comprehensive understanding of municipal engineering, making them a valuable partner for the City's continued growth and development.

FISCAL IMPACT:

Funds are available in the City’s existing budget.

ATTACHMENTS:

A. Professional Services Agreement (draft)
B. Proposal by KEC Engineers, Inc.
522
2512/026150-0001
19521427.1 a02/08/24

CITY OF ADELANTO

PROFESSIONAL SERVICES AGREEMENT
«City Engineering Support Services»
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ___14___ day of _February_, 2024 (“Effective Date”) by and between the CITY OF ADELANTO, a California municipal corporation, (“City”) and Kavous Emami, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on «Term_of_Contract_Beginning» and shall end on «Term_of_Contract_Ending» unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
523
2512/026150-0001
19521427.1 a02/08/24 -2-

1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed SIX HUNDRED AND FORTY TWO THOUSAND AND SEVEN HUNDRED TWENTY DOLLARS ($642,720) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement.

Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Adelanto
Attn: Accounts Payable
524
2512/026150-0001
19521427.1 a02/08/24 -3-
11600 Air Expressway
Adelanto, CA 92301

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Retention of Funds, Final Payment. Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as provided in this Agreement. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. 525
2512/026150-0001
19521427.1 a02/08/24 -4-
SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of selfinsurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.
526
2512/026150-0001
19521427.1 a02/08/24 -5-

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
527
2512/026150-0001
19521427.1 a02/08/24 -6-
(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. (iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: « City Engineering Support Services». The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Adelanto, 11600 Air Expressway, Adelanto, CA 92301. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
d. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded 528
2512/026150-0001
19521427.1 a02/08/24 -7-
to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-Insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or selfinsured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
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.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.
529
2512/026150-0001
19521427.1 a02/08/24 -8-
SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. 530
2512/026150-0001
19521427.1 a02/08/24 -9-
The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Prevailing Wages. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or nonpayment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. 531
2512/026150-0001
19521427.1 a02/08/24 -10-
b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. 532
2512/026150-0001
19521427.1 a02/08/24 -11-
d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. 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 Consultant’s performance of the Services, 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.

7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.

7.6 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the 533
2512/026150-0001
19521427.1 a02/08/24 -12-
extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 534
2512/026150-0001
19521427.1 a02/08/24 -13-

8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Consultant understands and agrees that it may be required to provide documents to the City to be produced in response to a Public Records Act request.

9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
535
2512/026150-0001
19521427.1 a02/08/24 -14-

9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records. Any records or documents that Subsection 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in San Bernardino County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. 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 536
2512/026150-0001
19521427.1 a02/08/24 -15-
and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by «Consultant_Contact» (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, «Staff_Contact», «Staff_Title» (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

KEC Engineers, Inc
Attn: Kavous Emami
13201 9th Street
Chino, California 91710
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Brenda Lopez, City Clerk
with a copy to:

City Clerk
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
537
2512/026150-0001
19521427.1 a02/08/24 -16-
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. 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.

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 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.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and 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) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of 538
2512/026150-0001
19521427.1 a02/08/24 -17-
Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
539
2512/026150-0001
19521427.1 a02/08/24 -18-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
Jessie Flores
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONSULTANT
Kavous Emami

«Consultant_Signature_2»

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
540
2512/026150-0001
19521427.1 a02/08/24
EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include KEC Engineers, Inc Engineering Services Proposal services in the amount not to exceed SIX HUNDRED AND FORTY TWO THOUSAND AND SEVEN HUNDRED TWENTY DOLLARS ($642,720) as further detailed in the following page(s). [ATTACH SCOPE OF WORK AND OTHER DETAILS SPECIFIC TO THE PROJECT] 541
542
543
544
545
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
564
565
566
567

FEE PROPOSAL FOR CITY ENGINEERING SUPPORT SERVICES

CLASSIFICATION HOURLY
RATE
Principal in Charge $200.00
Civil Engineering/ Traffic
Engineering
Plan Check Engineer $140.00
Engineering Technician $114.00
Assistant Engineer $125.00
Public Works Inspector $120.00
Development Services Manager $120.00
CAD Designer $120.00
CAD Technician $110.00
Principal Traffic Engineer $190.00
Traffic Engineer $160.00
Surveying
Project Manager $175.00
Survey Analyst $150.00
Survey Crew (2-man) $280.00
2023 - 2024 HOURLY RATE SCHEDULE
We propose managing the daily operation of the Engineering Department for a one year duration for a total not to exceed fee of $642,720.00 Developer's paid fees for Plan Check services, Water Supply Assessments, Sewer feasibility studies, traffic studies, and City's CIP design, surveying, sewer and water master plans and other outsourcing services are not considered a part of the daily operation of the Engineering Department and will be assessed based on case by case review and evaluation.
568

CITY COUNCIL AGENDA REPORT
A D E L A N T O G O V E R N M E N T A L C E N T E R | 1 1 6 0 0 A I R E X P R E S S W A Y | A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Member
FROM: Jessie Flores, City Manager
BY: Jessie Flores, City Manager
SUBJECT: RECOMMEND AWARD OF CONTRACT AS NEEDED PLANNING SUPPORT SERVICES STAFF RECOMMENDATION:

Staff recommends City Council award the As-Needed Planning Support Services contract to James C.

Hirsch AICP, Assoc. AIA Corp in an amount not to exceed $312,000.

BACKGROUND:

The City of Adelanto recognizes the imperative need for planning and consulting services to address the burgeoning requirements of its evolving industrial, commercial, and residential landscape. With successful growth experienced and anticipated in the coming years, the City is proactively seeking a professional planning and consulting firm to provide essential support services. Recent planning activities include the establishment of ordinances for various businesses, processing permits, updating development standards, and reviewing Development Impact Fees. Advanced planning efforts include rezoning for additional commercial uses and assessing the feasibility of expanding the Sphere of Influence into neighboring communities.

Staff solicited proposals from consultants through a formal RFP process. The City received two proposals. Based on the outstanding qualifications presented and historic experience with the City, staff recommends award of contracts to James C. Hirsch AICP, Assoc. AIA Corp.

James C. Hirsch brings over 30 years of experience in land use regulation and planning. Served as a Principal Planner with the City of Adelanto for the past 5 years, James offers expertise in land use planning, public outreach, and project management. He is committed to providing planning services for the Planning Commission and City Council under the City Manager's direction, leveraging his extensive knowledge, coordinating with relevant departments, and mentoring less experienced planning staff.

FISCAL IMPACT:

Funds are available in the City’s existing budget.

ATTACHMENTS:

A. Professional Services Agreement (draft)
B. Proposal by James C. Hirsch AICP, Assoc. AIA Corp.
569
570
571
572
573
574
575
576
577
578
579
580
581
582
583
584
585
586
587
588
589
590
591
592
593
594
595
596
597
598
599
600
601

CITY COUNCIL AGENDA REPORT
| A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Member
FROM: Jessie Flores, City Manager
BY: Jessie Flores, City Manager
SUBJECT: RECOMMEND AWARD OF CONTRACT AS NEEDED PLANNING SUPPORT SERVICES STAFF RECOMMENDATION:

Staff recommends City Council award the As-Needed Planning Support Services contract to The Land Use Office of Louis Morales, LLC in an amount not to exceed $156,000.

BACKGROUND:

The City of Adelanto recognizes the imperative need for planning and consulting services to address the burgeoning requirements of its evolving industrial, commercial, and residential landscape. With successful growth experienced and anticipated in the coming years, the City is proactively seeking a professional planning and consulting firm to provide essential support services. Recent planning activities include the establishment of ordinances for various businesses, processing permits, updating development standards, and reviewing Development Impact Fees. Advanced planning efforts include rezoning for additional commercial uses and assessing the feasibility of expanding the Sphere of Influence into neighboring communities.

Staff solicited proposals from consultants through a formal RFP process. The City received two proposals. Based on the outstanding qualifications presented and the company’s present experience in the City, staff recommends award of contracts to the Land Use Office of Louis Morales, LLC.

Louis Morales, the principal, brings over 35 years of experience in planning and economic development.

With a background as a Community Development Director and Assistant City Manager, he is well-versed in guiding strategic planning efforts. Louis is committed to actively managing projects and collaborating closely with the City of Adelanto to achieve its goals effectively. The Land Use Office's forward-thinking strategies make them a valuable partner for the City's growth and development.

FISCAL IMPACT:

Funds are available in the City’s existing budget.

ATTACHMENTS:

A. Professional Services Agreement (draft)
B. Proposal by The Land Use Office of Louis Morales, LLC. 602
2512/026150-0001
19521427.1 a02/08/24

CITY OF ADELANTO

PROFESSIONAL SERVICES AGREEMENT
«Planning Support Services»
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ___14__ day of ___February_____, 2024 (“Effective Date”) by and between the CITY OF ADELANTO, a California municipal corporation, (“City”) and «The Land Use Office of Louis Morales», a California Limited Liability Company (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on «March 1, 2024» and shall end on «March 1, 2025» unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
603
2512/026150-0001
19521427.1 a02/08/24 -2-

1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE HUNDRED FIFTY SIXTY THOUSAND DOLLARS ($156,000) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein.

The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Adelanto
Attn: Accounts Payable
11600 Air Expressway
Adelanto, CA 92301
604
2512/026150-0001
19521427.1 a02/08/24 -3-

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have ten (10) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Retention of Funds, Final Payment. Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as provided in this Agreement. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees 605
2512/026150-0001
19521427.1 a02/08/24 -4-
and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of selfinsurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General 606
2512/026150-0001
19521427.1 a02/08/24 -5-
Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. (iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; 607
2512/026150-0001
19521427.1 a02/08/24 -6-
(2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference:
«Planning Support Services». The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Adelanto, 11600 Air Expressway, Adelanto, CA 92301. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
d. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
608
2512/026150-0001
19521427.1 a02/08/24 -7-
e. Deductibles and Self-Insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or selfinsured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
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.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, 609
2512/026150-0001
19521427.1 a02/08/24 -8-
“Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become 610
2512/026150-0001
19521427.1 a02/08/24 -9-
entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Prevailing Wages. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or nonpayment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. 611
2512/026150-0001
19521427.1 a02/08/24 -10-
(ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other 612
2512/026150-0001
19521427.1 a02/08/24 -11-
similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. 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 Consultant’s performance of the Services, 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.

7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.

7.6 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
613
2512/026150-0001
19521427.1 a02/08/24 -12-

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
614
2512/026150-0001
19521427.1 a02/08/24 -13-
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Consultant understands and agrees that it may be required to provide documents to the City to be produced in response to a Public Records Act request.

9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records. Any records or documents that Subsection 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. 615
2512/026150-0001
19521427.1 a02/08/24 -14-
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in San Bernardino County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. 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.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by «Consultant_Contact» (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, 616
2512/026150-0001
19521427.1 a02/08/24 -15-
sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, «Staff_Contact», «Staff_Title» (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

The Land Use Office of Louis Morales, LLC
Attn: Louis Morales
7437 Irwingrove Drive,
Downey, CA 90241
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Brenda Lopez, City Clerk
with a copy to:

City Clerk
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. 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.
617
2512/026150-0001
19521427.1 a02/08/24 -16-

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 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.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and 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) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
618
2512/026150-0001
19521427.1 a02/08/24 -17-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
Jessie Flores
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONSULTANT
Louis Morales

«Consultant_Signature_2»

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
619
2512/026150-0001
19521427.1 a02/08/24
EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include «Contract_Title» services in the amount not to exceed ONE HUNDRED FIFTY SIX THOUSAND DOLLARS ($156,000) as further detailed in the following page(s). [ATTACH SCOPE OF WORK AND OTHER DETAILS SPECIFIC TO THE PROJECT] 620
2512
/026150-0001
19521427.1 a02/08/24 EXHIBIT A
.
621
622
623
624
625
626
627
628
629
630
631
632
633
634

CITY COUNCIL AGENDA REPORT
| A D E L A N T O , C A L I F O R N I A 9 2 3 0 1
DATE: February 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Brenda Lopez, City Clerk
SUBJECT: CITY COUNCIL APPOINTMENTS TO VARIOUS COMMITTEES STAFF RECOMMENDATION: Staff recommends that the City Council make various appointments amongst themselves to the various committees.

BACKGROUND: The City Council sits on various Boards and Committees such a SBCTA, VVTA, MDAQMD, VVEDA etc. The City Council has the option of changing out the Committee members every year or keeping them the same.

FISCAL IMPACT:

None
ATTACHMENTS:

Current Committee Appointments
635
2023-2024 Committee Appointments

NAME OF ORGANIZATION LOCATION MEETING DATE MATERIAL FOR

MEETING
PAID OR NONPAIDFILE A 700
FORM?

CONTACT REPRESENTATIVE
SBCTA– ( San Bernardino
County Transportation
Authority)
*Board of Directors
Sante Fe
Depot
1170 W 3rd
Street
San
Bernardino
CA 92410
US
1 st Wednesday @
10:00 a.m. each
month
TAC
1 st Thursday
@10:00 a.m. each
Month
Packet/Agenda Paid – 200.00 per
meeting.

Delegate only
reports. It will be for
the entire San
Bernardino County. If
they have no other
interest than the
City, they can give
the Clerk a copy of
the one they fill out
for the City with a
certified letter
attached to it “no
other interested in
San Bernardino
County”
Vicki Watson, Clerk
of the Board or
Anna Aldana
(909) 884-8276
Fax:
(909)885-4407
(Delegate)Councilor
(Alternate)Councilor

(D) Mayor Pro Tem
Ramos

(A) Mayor Reyes
TAC: Jessie Flores
City Manager
City Select Committee
(whenever a vacancy occurs
on the South Coast Air
Quality Control District or
LAFCO Board) a meeting is
called
Note: If a vacancy occurs on
the LAFCO Board only a
mayor or Mayor Pro Tem can
apply.
385 N.

Arrowhead
Ave. 2nd Floor
Bernardino,
CA 92415-
0182
Every two years
or when a
vacancy position
occurs
Notice mailed to
us
Non-Paid Not required to
file Clerk of the Board
Laura Welch
(D) Mayor Reyes
(A) Mayor Pro Tem
Ramos
Victor Valley Transit
Authority
(A) Board of Directors
(Council)
(B) TAC Meeting (Staff)
17150 Smoketree Street
Conference Room A127
Hesperia, CA. 92345
17150
Smoketree
Street
Hesperia,
CA 92345
(A) 3
rd Monday of
the month
normally; @ 9:30
a.m.
(B) 1st Wed. of the
month @ 1:30
p.m.

Hesperia City Hall
Packet/Agenda
mailed
(A) $125.00 for
each meeting
(B) Non-paid
Yes (file as
assuming office)
Kevin Kane or
Debbie Raymond
948-4330 or
948-3262 or 760-
948-4021
Councilor (D)
Staff (A)
(D) Council Member
Jeannette
(A) Council Member
Meza
TAC: Saba Engineer
636

NAME OF ORGANIZATION LOCATION MEETING DATE MATERIAL FOR

MEETING
PAID OR NONPAIDFILE A 700
FORM?

CONTACT REPRESENTATIVE
SBCTA– ( San Bernardino
County Transportation
Authority)
*Mountain Desert
Committee/Measure I
Committee (only primary
can vote). See special
exception note.

Transportation TAC-Wilson
Mojave
Desert Air
Quality
Management
District
14306 Park
Ave.

Victorville CA
92392
3 rd Friday @
9:00 a.m. every
month
Packet/Agenda Paid - not to
exceed 4
meetings per
month - $100 per
meeting +
mileage
(This fee of four
meetings is
shared with
SANBAG Board
of Directors
meeting)
Yes
(Assuming)
Anna Aldana
(909) 884-8276
1170 West 3rd St.

San Bernardino, CA 92410
VV Sub Area Board
members @ 10:00 a.m.

Diane – 909-884-8276
Ext.113
(Delegate)Councilor
(Alternate)Councilor

(D Mayor Reyes
(A) Mayor Pro Tem
Ramos
Adelanto Community
Resource Center
11824 Air
Expressway
Adelanto, CA
92301
1 st Friday of the
month 12:00
p.m.
.

President: Melva Davis
Vice President: Staci
Johnson
[email protected]
Adelanto Liaison
(D) Mayor Reyes
(A) Council Member
Uptergrove
San Bernardino County
Solid Waste Management
Division
(A) Solid Waste Advisory
Task Force (SWAT)
Sam J.

Racadio
Library &
Environmental
Learning
Center
7863 Central
Highland, CA.
92346
Meetings held
semi quarterly
Packet Mailed Non-Paid Not
Required
Rex Richardson
(909) 386-8701
Council (D)
Staff (A)
(D) Council Member
Jeannette

(A) Mayor Pro Tem
Ramos

Mojave Desert Air Quality
Mgmt. District Mobile
Source Emission
Reductions Committee
They have 3 spots for cities
to sit on this committee.

They rotate the cities every
2 years.
14306 Park
Ave
Victorville, CA
92392

AS NEEDED
(will be
contacted)
Packet/Agenda
Mailed
Non-Paid Roseanna Navarro
Brasington
(760) 245-1661
(D) Council
(A) Council
(D) Council Member
Meza
(A) Council Member
Reyes
637
\

NAME OF ORGANIZATION LOCATION MEETING DATE MATERIAL FOR

MEETING
PAID OR NONPAIDFILE A 700
FORM?

CONTACT REPRESENTATIVE
League of California
Cities
Desert Mountain Division
(A) Board
(B) Legislative Task Force
(after Board Meeting)
City’s League Representative:

Nancy Cisneros, (909) 230-3940
Coordinating City:

Apple Valley
Meeting locations
are on a rotating
basis.
4 th Friday of the
month (every
other month)
10 a.m.

Packet/Agenda
e-mailed
Non-Paid Not
Required
Jennifer Heim
Jackson
Special Projects
Manager, Town of
Apple Valley
(760) 240-7000 Ext
7054
President
Scott Nassif
Mayor Town of
Apple Valley
(760) 617-0941
(D) Council
(A) Council
(D) Mayor Reyes
(A) Council Member
Uptergrove
Mojave Desert Air Quality
Management District
Governing Board
14306 Park Ave.

Victorville, CA
4 th Monday of
every month at
10:00 a.m.

Packet/Agenda
Mailed or
EMAILED or
by CD
(Your choice)
$100.00 per
meeting plus
mileageConcurrent with
the IRS mileage
Yes
Diana Hernandez
Baird Clerk of the
Board
245-1661 ext. 5040
Fax: 241-6271
(D) Council
(A) Council
(D) Council Member
Reyes
(A)Mayor Pro Tem
Ramos
High Desert Corridor
Joint Powers
Association (HDCJPA)
385 N. Arrowhead Ave.
2 nd Floor
San Bernardino ,CA
92415
To be
Determined
To be Noticed Notice by E-mail Non-Paid Yes
(Assuming)
Laura Welch
Clerk of the Board
of Supervisors
Donna Young
Executive
Secretary
909-387-3848
Michele Moreno
(Delegate)Councilor
(Alternate)Councilor

(D) Mayor Reyes
(A) Mayor Pro Tem
Ramos
638

NAME OF ORGANIZATION LOCATION MEETING DATE MATERIAL FOR

MEETING
PAID OR NONPAIDFILE A 700
FORM?

CONTACT REPRESENTATIVE
Mojave Desert and
Mountain Integrated Waste
Joint Powers Authority
Victor Valley
Materials
Recovery
Facility
17000 Abbey
Lane
Victorville,
CA
Quarterly Packet Mailed $75.00 each
meeting &
Mileage going
rate
Yes
John Davis
(909)797-7717
or
Ed Hunt
(760) 241-1284
Council (D)
Staff (A)
(D) Council Member
Jeannette

(A) Mayor Pro Tem
Ramos
VVEDA
(A) Board
(B) TAC
18374
Phantom
Victorville CA
92394
(A) Meetings held
quarterly (March,
June, Sept., Dec.)
3rd Wed. at 4:30
p.m.
(B) 3rd Wed. of
every month at
4:00 p.m.

Packets mailed Non-paid Yes Jennifer Thompson
(760) 243-4773
(A)Council
(B)TAC
(D) Mayor Reyes

(A)Mayor Pro Tem
Ramos
TAC: Jessie Flores
City Manager
SCAG

Palm Desert
once a year
in May
General Assembly
Meeting Held May
Desert Springs
Resort Palm
Desert CA & Spa
Conference paid
for by SCAG Yes, only
Annual
not
assuming
213-236-1858
818 W. 7th St
12th Floor
Los Angeles CA 90017
Board
(D)Mayor
(A)Mayor Pro Tem
Done yearly at time of
meeting.
639