Agenda — Adelanto City Council, August 14, 2024 (part 1 of 2)

AGENDA

REGULAR MEETING

OF THE ADELANTO CITY COUNCIL,

ADELANTO PUBLIC FINANCING AUTHORITY,

ADELANTO PUBLIC UTILITY AUTHORITY,

ADELANTO COMMUNITY BENEFIT CORPORATION,

AND THE SUCCESSOR AGENCY BOARD
AUGUST 14, 2024

City Council
Gabriel Reyes, Mayor
Daniel Ramos, Mayor Pro Tem
Joy Jeannette, Councilor
Angelo Meza, Councilor
Amanda Uptergrove, Councilor
City Manager
Jessie Flores
City Attorney
Todd Litfin
Meetings held:
2 nd & 4th Wednesday
Adelanto Governmental Center
City Council Chambers
11600 Air Expressway, Adelanto
Open Session: 7:00 p.m.

NOTE: PLEASE TURN CELL PHONES OFF OR PLACE THEM ON VIBRATE DURING THE CITY COUNCIL MEETING AS A COURTESY TO OTHERS. Thank you, Administrative Staff The City Council Agenda packet may be reviewed by the public at the reception counter in City Hall. Any writings or documents pertaining to an open session item, provided to a majority of the City Council within 72 hours of a regular meeting, shall be made available for public inspection at the reception counter in City Hall at 11600 Air Expressway, Adelanto, CA 92301, during normal business hours. Members of the public can view the agenda or download any staff reports in advance by accessing the City website at www.ci.adelanto.ca.us on Thursday the week before the scheduled meeting.

The public may view the meeting or participate / comment remotely as follows:
• All of our meetings are streamed live at
https://adelanto.granicus.com/ViewPublisher.php?view_id=1 and are also available for playback after the meeting.
• Participate via zoom please log in using any of the options below:
• Teleconference
https://zoom.us/j/93146444676?pwd=YVU5anBFak1xSFZ4emNnNW9FNExiQT09 Or Telephone:
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Webinar ID: 931 4644 4676
Passcode: 7601
Submit written comments:

We encourage submittal of written comments supporting, opposing, or otherwise commenting on an agenda item, for distribution to the City Council prior to the meeting. Send emails to [email protected]; written correspondence may be sent to Brenda Lopez, 11600 Air Expressway Adelanto CA 92301.
1 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us Rules of Decorum
“Members of the Public are advised that all PAGERS, CELLULAR TELEPHONES and any OTHER COMMUNICATION DEVICES are to be turned off upon entering the City Council Chambers.” If you need to have a discussion with someone in the audience, kindly step out into the lobby. Under the Government Code, the City Council may regulate disruptive behavior that impedes the City Council Meeting.

Disruptive conduct may include, but is not limited to:
• Screaming or yelling during another audience member’s public comments period; • Profane language directed at individuals in the meeting room; • Throwing objects at other individuals in the meeting room; • Physical or verbal altercations with other individuals in the meeting room; and • Going beyond the allotted three-minute public comment period granted.

When a person’s or group’s conduct disrupts the meeting, the Mayor or presiding officer will request that the person or group stop the disruptive behavior, and WARN the person or group that they will be asked to leave the meeting room if the behavior continues.

If the person or group refuses to stop the disruptive behavior, the Mayor or presiding officer may order the person or group to leave the meeting room, and may request that those persons be escorted from the meeting room. Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403.) It should also be noted that any person who WILLFULLY disturbs or breaks up the City Council meeting may be arrested for a misdemeanor offense. (Penal Code, § 403.)

MEMBERS OF THE PUBLIC WISHING TO ADDRESS THE CITY COUNCIL MEMBERS

ARE REQUIRED TO FILL OUT A SPEAKER REQUEST FORM AND PLACE IT IN THE TRAY ON THE PODIUM PRIOR TO MEETING. Thank you, Administrative Staff The City Council packet may be reviewed by the public at the reception counter in City Hall. Any writings or documents pertaining to an open session item, provided to a majority of the City Council Members within seventy-two (72) hours of a Regular Meeting and twenty-four (24) hours of a Special Meeting. Members of the public can view the agenda or download any staff reports in advance by accessing the City’s website at www.ci.adelanto.ca.us on the Thursday of the week before the scheduled meeting.

AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk at (760) 246-2300, ext. 11123, no later than seventy-two (72) hours prior to the meeting per 28 CFR 34.102.104.
2 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us TIME: _____________
ROLL CALL: Councilor Jeannette ________
Councilor Meza ________
Councilor Uptergrove
Mayor Pro Tem Ramos ________
Mayor Reyes ________
INVOCATION:

FLAG SALUTE: ______________________
B. APPROVAL OF AGENDA
C. CITY MANAGERS ANNOUNCEMENTS AND REPORT
D. CITY COUNCIL ANNOUNCEMENTS AND REPORTS
E. PRESENTATIONS

1. Presentation By Hispanic Chamber of Commerce

2. Presentation by Victor Valley High School Superintendent Cole.

3. City of Adelanto – Adelanto Industrial Park – Proposed Public Infrastructure Financing Program.

F. PUBLIC COMMUNICATIONS
This is the time and place for members of the public to comment on any matter within the jurisdiction of the City Council. Members of the public wishing to address the City Council Members on items not on the agenda can push *9 on their telephones to raise their hands. The City Clerk will call on you in the order received. You will be asked to un-mute - to do so you must push *6. Please state your name for the record. There is a time limit of three (3) minutes.

Members of the audience may address the City Council on non-agenda items; however, in accordance with Government Code section 54954.2, the City Council may not act on an item not appearing on the agenda.

A. CALL TO ORDER—REGULAR MEETING
3 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us G. CONSENT CALENDAR
Items on the Consent Calendar are considered routine in nature and non-controversial and require no further discussion by the City Council. They may be acted on in one motion unless a member of the City Council requests a separate discussion on an item.

MOTION APPROVING THE CONSENT CALENDAR AS PRESENTED

1. Waiver of Full Reading of Ordinances. Proposed action to waive full reading (except title) of all ordinances appearing on this City Council agenda as authorized by Government Code Section 36934, unless otherwise directed by the City Council

2. Receive and File Burrtec Monthly Report.

3. Receive and File Burrtec 2nd Quarter Report.

4. Receive and file Business License department Report.

5. Approval of Contract Between the City of Adelanto the Adelanto Public Utility Authority And AJ&E Janitorial Services.

6. Approval agreement between the City Of Adelanto, and Hanna’s Nursery and Landscaping

7. Approval of Resolution 24-70 extending the PUN Group auditors contract for the City of Adelanto, APUA, Successor Agency, APFA, and the Adelanto Community Benefit Corporation and authorize the City Manager to sign the Engagement Letter with the PUN Group.

8. Approval of Professional Service Agreement for Grant Administration and Implementation Services between the City of Adelanto, the Adelanto Public Utility Authority and ZSE and Associates.

9. Consideration of Resolution No. 24-75 approving an Agreement Amendment with Rogers, Anderson, Malody & Scott, LLP for contract finance services and adopting findings to dispense with the competitive bidding process.

RESOLUTION NO. 24-75

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADELANTO, COUNTY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN AGREEMENT AMENDMENT NO. 1 WITH ROGERS, ANDERSON, MALODY & SCOTT, LLP. FOR FINANCE SERVICES AND

ADOPTING FINDINGS TO DISPENSE WITH THE COMPETITIVE BIDDING PROCESS 4 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us

10. Accepting grant from the California Department of General Services and Approve Professional Services Agreements, for the Remodel of City Council Chamber Design Services.

M__________________S__________________ACTION__________________ H. ADELANTO PUBLIC UTILITY AUTHORITY CONSENT CALENDAR
Items on the Consent Calendar are considered routine in nature and non-controversial, and require no further discussion by the City Council. They may be acted on in one motion unless a member of the City Council requests a separate discussion on an item.

PUBLIC COMMENT: OPEN: CLOSED:

2. Approval of contract between the City Of Adelanto the Adelanto Public Utility Authority and AJ&E Janitorial Services

3. Approval of proposal from Layne Christensen Company to purchase and install six (6) actuators for new 10" and 14" valves at the Adelanto Treatment Plant

4. Approval of Professional Service Agreement for Grant Administration and Implementation Services between the City of Adelanto, the Adelanto Public Utility Authority and ZSE and Associates.

M__________________S__________________ACTION__________________ I. ADELANTO PUBLIC UTILITY AUTHORITY- NEW BUSINESS
PUBLIC COMMENT: OPEN: CLOSED:

1. ADELANTO ROAD WATER MAIN – CIP WATER. (KAVOUSE)
RECOMMENDATION: Staff recommends that the Adelanto Public Utility Authority approve and award of the construction contract agreement with High Desert Underground Inc. in the amount of $5,288,940 to provide pipeline construction from Air Epxy and Adelanto Rd to Auburn Ave and Adelanto Rd, authorizing project construction contingency at five percent, for construction, authorizing City Manager or designee to expend the contingency fund, if necessary to complete the project, environmental impact report was prepared by CEQA Plus and was analyzed pursuant to CEQA in a EIR, findings were that the project does not raise a specific issues with CEQA.

M__________________S__________________ACTION__________________ 5 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us J. PUBLIC HEARING
PUBLIC COMMENT: OPEN: CLOSED:

1. A CITY OF ADELANTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 1, ANNEXATION OF VICTORY LANE-TRACT 20058 (2024-032). (KAVOUSE/RICHARD) RECOMMENDATION:

Staff recommends that the City Council take the next and final steps to complete the annexation process for Tract 20058.

It is requested that the City Council open the Public Hearing regarding the annexation of Tract 20058 to the District and the proposed assessments in order to accept public testimony and any written protests regarding these proceedings. Upon conclusion of the public testimony, the Mayor will close the Public Hearing and direct the City Clerk or their designee to open and tabulate the ballots received, which may take a few minutes. Upon completion of the tabulation, the City Clerk will present to the City Council the results of that tabulation which will be in the form of total dollars ($) in support of the assessments (“Yes” votes) and the total dollars ($) opposed to the assessments (“No” votes); and as a matter of procedure, the City Council would then adopt the first of two resolutions which formally declares the results of the protest ballot proceedings. Based on the weighted ballot tabulation results, if the “No” votes exceed the “Yes” votes then there is a majority protest of the proposed assessments, and the City Council will abandon any further proceedings at this time to annex this Annexation Territory to the District or to levy the annual assessments. If majority protest does not exist, it is requested that the City Council adopt the second resolution which formally annexes Tract 20058 to the District, confirms the Assessment Diagram and assessments outlined in the Engineer’s Report, and orders the levy and collection of the assessments for the Annexation Territory to be collected on the County tax rolls for Fiscal Year 2024/2025 as identified in the Engineer’s Report.

1.) CONDUCT THE PUBLIC HEARING REGARDING THE ANNEXATION OF TRACT 20058 TO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 1.

2.) AFTER RECEIVING ALL TESTIMONY, CLOSE THE PUBLIC HEARING AND

DIRECT CITY CLERK OR THEIR DESIGNEE TO TABULATE THE BALLOTS RETURNED.

3.) UPON COMPLETION OF THE BALLOT TABULATION ADOPT THE FOLLOWING RESOLUTION.

RESOLUTION NO.24-71

DECLARING THE RESULTS OF THE PROPERTY OWNER PROTEST BALLOT

PROCEEDING CONDUCTED FOR THE LEVY OF ASSESSMENTS RELATED TO THE ANNEXATION OF VICTORY LANE-TRACT 20058 TO THE ADELANTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 1, COMMENCING IN FISCAL YEAR 2024/2025.
6 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us

4.) IF MAJORITY PROTEST DOES NOT EXIST, ADOPT THE FOLLOWING RESOLUTION (Otherwise no further action is required).

RESOLUTION NO. 24-72
CONFIRMING THE ANNEXATION OF PARCELS WITHIN VICTORY LANETRACT 20058 TO THE ADELANTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 1, THE DIAGRAM AND ASSESSMENTS RELATED THERETO,

OVERRULING ALL PROTESTS CONCERNING THE ASSESSMENTS, AND

ORDERING THE LEVY AND COLLECTION OF ASSESSMENTS FOR FISCAL YEAR 2024/2025.

M__________________S__________________ACTION__________________ PUBLIC COMMENT: OPEN: CLOSED:

2. CITY OF ADELANTO STREETLIGHT MAINTENANCE ASSESSMENT DISTRICT NO. 1, ANNEXATION OF ADELANTO VILLA-TRACT 20058 (2024-032). (KAVOUSE/RICHARD) RECOMMENDATION:

Staff recommends that the City Council take the next and final steps to complete the annexation process for Tract 20058.

1.) CONDUCT THE PUBLIC HEARING REGARDING THE ANNEXATION OF TRACT 20058 TO STREETLIGHT MAINTENANCE ASSESSMENT DISTRICT NO. 1.

2.) AFTER RECEIVING ALL TESTIMONY, CLOSE THE PUBLIC HEARING AND

DIRECT CITY CLERK OR THEIR DESIGNEE TO TABULATE THE BALLOTS RETURNED.

3.) UPON COMPLETION OF THE BALLOT TABULATION ADOPT THE FOLLOWING RESOLUTION.
7 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us RESOLUTION NO. 24-73

DECLARING THE RESULTS OF THE PROPERTY OWNER PROTEST BALLOT

PROCEEDING CONDUCTED FOR THE LEVY OF ASSESSMENTS RELATED TO THE ANNEXATION OF VICTORY LANE-TRACT 20058 TO THE ADELANTO STREETLIGHT MAINTENANCE ASSESSMENT DISTRICT NO. 1, COMMENCING IN FISCAL YEAR 2024/2025.

4.) IF MAJORITY PROTEST DOES NOT EXIST, ADOPT THE FOLLOWING RESOLUTION (Otherwise no further action is required).

RESOLUTION NO. 24-74
CONFIRMING THE ANNEXATION OF PARCELS WITHIN VICTORY LANETRACT 20058 TO THE ADELANTO STREETLIGHT MAINTENANCE ASSESSMENT DISTRICT NO. 1, THE DIAGRAM AND ASSESSMENTS RELATED

THERETO, OVERRULING ALL PROTESTS CONCERNING THE ASSESSMENTS,

AND ORDERING THE LEVY AND COLLECTION OF ASSESSMENTS FOR FISCAL YEAR 2024/2025.

M__________________S__________________ACTION_________________ K. NEW BUSINESS
PUBLIC COMMENT: OPEN: CLOSED:

1. DESIGNATION OF VOTING DELEGATES AND ALTERNATES LEAGUE OF CALIFORNIA CITIES ANNUAL CONFERENCE AND EXPO, OCT. 16-18, LONG BEACH CONVENTION CENTER. (BRENDA)
RECOMMENDATION: Staff recommends that the City Council pick a Delegate and Alternate for the League of California Cities Annual Conference.

M__________________S__________________ACTION_________________ PUBLIC COMMENT: OPEN: CLOSED:

2. DISCUSSION ITEM – ADELNTO CHRISTMAS PARADE AND ADELANTO MOVIE NIGHT LOCATIONS. (BRENDA)
RECOMMENDATION: City Council to provide feedback and direction regarding the Adelanto Christmas Parade and Adelanto Movie nights.

L. ITEMS REMOVED FROM THE CONSENT CALENDAR
8 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us M. FUTURE AGENDA ITEMS
City Councilmembers may request to receive a report, schedule a study session, or to place an item on a future City Council agenda regarding matters within the jurisdiction of the City Council. Requests require a motion, a second, and a majority vote of the City Council. Individual requests should be voted on separately. The City Manager shall work with City staff to respond to inquiries and requests as soon as practicable in an appropriate manner.

N. PUBLIC COMMUNICATIONS
This is the time and place for members of the public to comment on any matter within the jurisdiction of the City Council. Members of the public wishing to address the City Council Members on items not on the agenda can push *9 on their telephones to raise their hands. The City Clerk will call on you in the order received. You will be asked to un-mute - to do so you must push *6. Please state your name for the record. There is a time limit of three (3) minutes.

O. ADJOURNMENT
The next Regular Meeting of the City Council will be held on August 28, 2024, at 7:00 p.m.

TIME OUT:

M__________________S__________________ACTION____________________

I, BRENDA LOPEZ, CITY CLERK OF THE CITY OF ADELANTO, OR MY DESIGNEE,

HEREBY CERTIFY THAT A TRUE, ACCURATE COPY OF THE FOREGOING AGENDA WAS POSTED ON AUGUST 11, 2024 SEVENTY-TWO (72) HOURS PRIOR TO THE MEETING PER GOVERNMENT CODE 54954.2 IN THE GOVERNMENTAL CENTER’S DISPLAY CASE, 11600

AIR EXPRESSWAY, THE ADELANTO POST OFFICE, AND ADELANTO LIBRARY IN ADELANTO, CALIFORNIA.

Brenda Lopez, City Clerk
P. DECLARATION OF POSTING
9 REGULAR MEETING
AUGUST 14, 2024
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us

YOUR CITY GOVERNMENT
CHARTER CITY: Ratified by the electors of the City at an election on November 3, 1992. “A Charter City can do what the Charter permits it to do, so long as there is not direct violation of the State Constitution.”
CITY COUNCIL: The City Council is the legislative and policy-making body of the City. The City Council is composed of one elected Mayor and four Council Members, elected at large (to represent the entire City), to serve four (4) year, staggered terms.

CITY MANAGER: The City Manager is the chief executive officer responsible for the day-to-day administration of City affairs.

CITY COUNCIL MEETING: The regular meeting of your City Council is a vital part of the democratic process in the conduct of the City’s affairs. These meetings are open to the public and conducted by your elected representatives who are responsible, as a body, for the operation of Adelanto’s City government. The City Council appreciates your interest and urges citizen participation in government matters.

LEGISLATIVE TERMS
ORDINANCES: Ordinances are the means by which the City enacts its local laws. Unless an urgent situation exists, ordinances will first be presented at a City Council meeting as a “first reading.” At a subsequent City Council meeting, there will be a “second reading” and vote for or against adoption. Ordinances go into effect after a waiting period of thirty (30) days, in most cases, during which time the summary of the ordinance is published in a local newspaper approved for this purpose.

RESOLUTIONS: Resolutions and minute orders are the means by which the City Council formally adopts policies and/or approves specific actions. These go into effect upon adoption. 10 Adelanto City Hall ~ 11600 Air Expressway, Adelanto, CA 92301 ~ (760) 246-2300 ~ Fax (442) 249-1121

REGULAR MEETING

OF THE ADELANTO CITY COUNCIL

ADELANTO PUBLIC FINANCING AUTHORITY,

ADELANTO PUBLIC UTILITY AUTHORITY,

ADELANTO COMMUNITY BENEFIT CORPORATION,

AND THE SUCCESSOR AGENCY BOARD
August 14, 2024
All of our meetings are streamed live at https://adelanto.granicus.com/ViewPublisher.php?view_id=1 and are also available for playback after the meeting.

Participate via zoom please log in using any of the options below:

Teleconference https://us06web.zoom.us/j/93146444676?pwd=YVU5anBFak1xSFZ4emNnNW9FNExiQT09

TIME TELECONFERENCE
To Participate and and Call in for public
comments:

Please call 1-669-900-6833 along with
conference code 931 4644 4676
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Dated: August 11, 2024 Brenda Lopez, City Clerk, CMC
11 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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Brenda Lopez, City Clerk
SUBJECT: MONTHLY COMMERCIAL & RESIDENTIAL SOLID WASTE AND

RECYCLING REPORT
STAFF RECOMMENDATION:

Receive and file.

ATTACHMENTS:

1. Burrtec’s Monthly Commercial and residential Solid Waste and Recycling Report 12 13
14 15
16 17
18 19
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26 27

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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Brenda Lopez, City Clerk
SUBJECT: 2
nd QUARTER COMMERCIAL & RESIDENTIAL SOLID WASTE AND

RECYCLING REPORT
STAFF RECOMMENDATION:

Receive and file.

ATTACHMENTS:

1. Burrtec’s Monthly 2
nd Quarter Commercial and residential Solid Waste and Recycling Report 28 29
30 31
32 33
34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
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CITY COUNCIL

AGENDA REPORT
1 | P a g e
STAFF RECOMMENDATION:

Staff recommends that the City Council accept the monthly Business License Division report for the period ending July 31, 2024.

BACKGROUND:

The New Business Activity Listing exhibits all the new business licenses processed during the month.

Included in the report are new applicants and businesses that renewed their annual license with the City. Anyone doing business within the City must obtain a business license.

The Cash Receipt Listing exhibit lists all money received by the Business License Division for the issuance of a new business licenses, business license renewal, or a temporary business license.

FISCAL IMPACT:

A total of $8,602.00 processed during the month of July 2024.

ATTACHMENTS:

1. Monthly New Business Activity Listing for July 2024.

2. Monthly Cash Receipt List for July 2024.

DATE: Wednesday, August 7, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: HdL Companies / Via: Brenda Lopez, City Clerk
SUBJECT: BUSINESS LICENSE REPORT – JULY 2024
88 CITY COUNCIL

AGENDA REPORT
2 | P a g e
JULY SUMMARY:
40%
8% 5%
6%
32%
5% 2% 2%
Contractors (41) Home Business (8) General Retail (5) General Service (6) Rental Property (33) Manufacturing (5) Professional (2) Vehicles (2) 0 25
50 75
100
125
150
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
2019 2020 2021 2022 2023 2024
Business License Accounts Processed by Rate Category
(Total Record Count = 102)
47%
53%
Based Outside the City = 48 Based Inside the City = 54

TOTAL NUMBER OF ACCOUNTS PROCESSED BUSINESS LICENSES ISSUED BY LOCATION 89 Monthly Business Activity Listing
Firm Name Firm Address Business Description Located Inside Adelanto License Type Issue Date Amount A & H PROPERTY SERVICES, INC. 11002 CORTEZ AVENUE A & B Hotels,Motels & Other Rental Units Yes Renewal 2024-07-07 $34.00 A CLEAN PRO 12127 MALL BLVD #A184 Janitorial Serv and Supplies No Renewal 2024-07-01 $34.00 A&L LLC 11367 ESSEX CT Real Estate Yes New Application 2024-07-02 $154.00 ADT LLC 1120 PALMYRITA AVENUE SUITE 280 Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-19 $64.00 AJH SERVICES 11978 WALLFLOWER CT Home Occupation Yes New Application 2024-07-23 $401.00 ALL STAR WATER HEATERS 30300 PUERTO VALLARTA Contractors (C21, C35, C36, C39, C51) No Renewal 2024-07-12 $79.00 ALLEGION ACCESS TECHNOLOGIES LLC 4230 E AIRPORT DR # 107 Contractors (All Other Class 'C') No Renewal 2024-07-02 $54.00 AMERICAN FREEDOM UNLIMITED LLC 18164 - 78 JONATHAN ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-09 $52.00 ARACELI'S CLEANING 11775 BARTLETT AVE #307 Home Occupation Yes Renewal 2024-07-19 $29.00 ATC SEQUOIA LLC (CELLULAR TOWER) 17235 RACOON AVE SITE #00419983 Misc Business Yes Renewal 2024-07-17 $54.00 ATC SEQUOIA LLC (CELLULAR TOWER) 11720 BARTLETT AVE SITE #00411612 Misc Business Yes Renewal 2024-07-17 $54.00 B & B ELECTRIC 3011 VINE ST STE B Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-02 $64.00 BEAVER FARMS SOUTH INC 16179 BEAVER RD Manufacturing Flat Fee Yes Renewal 2024-07-02 $104.00 BETTER EARTH ELECTRIC, INC. 1815 E WILSHIRE AVE Contractors (All Other Class 'C') No Renewal 2024-07-22 $54.00 BRIGHT IDEAS FAMILY PARTY RENTAL SUPPLIES 11746 MARYLAND ST Home Occupation Yes Renewal 2024-07-01 $29.00 BURGESON'S HEATING AND AIR CONDITIONING, INC. 620 TENNESSEE STREET Contractors (Class A, B1, C20) No Renewal 2024-07-09 $104.00 CARL'S JR. #39 14292 HIGHWAY 395 Restaurant Yes Renewal 2024-07-26 $54.00 CE ENERGY SERVICES INC 7900 BALBOA BLVD Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-12 $64.00 CERTIFIED ROOFING 9875 SHARON AVE Contractors (C21, C35, C36, C39, C51) No New Application 2024-07-16 $79.00 CINDY J LEON 14478 HARVARD CT Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 CONCO CONSTRUCTION ENGINEER, DESIGN & BUILD, INC. 22276 OTTAWA RD SUITE 3 Contractors (Class A, B1, C20) No Renewal 2024-07-19 $104.00 COOLEY CONSTRUCTION, INC. 17525 EUCALYPTUS STREET #G Contractors (Class A, B1, C20) No Renewal 2024-07-01 $104.00 DEL TACO LLC #1000 14200 HIGHWAY 395 Restaurant Yes Renewal 2024-07-11 $54.00 DESERT CAPRI MOBILE HOMES 11423 CHAMBERLAINE WAY Hotels,Motels & Other Rental Units Yes Renewal 2024-07-22 $170.00 DESERT STAR INVESTMENTS, LP. 11094 SAWTOOTH CT Hotels,Motels & Other Rental Units Yes Renewal 2024-07-22 $34.00 DESI WINDOW COVERINGS 15527 EIGTH ST Contractors (All Other Class 'C') No Reinstated 2024-07-25 $54.00 DETOY FAMILY SERVICES LLC 11121 EVEREST ST Home Occupation Yes New Application 2024-07-03 $401.00 DOMINIC J. BROADWAY - TERESA A. BROADWAY 11788 TAYLOR ST Hotels,Motels & Other Rental Units No Renewal 2024-07-03 $34.00 DONG K. LEE 14466 HARVARD Hotels,Motels & Other Rental Units Yes Renewal 2024-07-23 $34.00 EL TEJOCOTE 14304 SAVANNA ST Home Occupation Yes Renewal 2024-07-21 $29.00 Process Summary:

New - Pending Approval: 19
Renewal Accounts: 79
Reinstated Accounts: 4 Attachment No. 1
Reporting Period: July 2024
Total Licenses Processed: 102
90 Monthly Business Activity Listing
Firm Name Firm Address Business Description Located Inside Adelanto License Type Issue Date Amount ELEVATE MANUFACTURING INC 9486 HOLLY RD Manufacturing Flat Fee Yes Renewal 2024-07-06 $104.00 ENCISO'S POOL CONSTRUCTION INC. 11857 3RD AVE Contractors (All Other Class 'C') No New Application 2024-07-17 $54.00 EXPRESS CONTRACTORS, INC. 3810 WACKER DR Contractors (Class A, B1, C20) No Renewal 2024-07-19 $104.00 EYNON WEED CONTROL 666 AIRPORT RD Contractors (C21, C35, C36, C39, C51) No Renewal 2024-07-28 $54.00 FIVE STAR GAS CORP 16898 SPORTSMAN CTR Service Stations Yes Renewal 2024-07-29 $79.00 FLAVOR HOUSE, INC. 9516 COMMERCE WAY Manufacturing Flat Fee Yes Renewal 2024-07-01 $104.00 FORBES CONSTRUCTION 14135 NAVAJO RD Contractors (Class A, B1, C20) No New Application 2024-07-08 $104.00 FRANCISCO J. TELLEZ 14332 JEREMIAH STREET Hotels,Motels & Other Rental Units Yes Renewal 2024-07-29 $34.00 G & H ENTERPRISES 11602 AZALIA DR Home Occupation Yes Renewal 2024-07-01 $29.00 GEEZZ DISPENSARY 11600 BARTLETT AVE STE 1 Retail/Wholesale Yes New Application 2024-07-18 $426.00 GOETTL AIR CONDITIONING & PLUMBING 1240 S GRAPHITE DR Contractors (All Other Class 'C') No Renewal 2024-07-28 $54.00 GRID ALTERNATIVES 2100 ATLANTA AVE Contractors (Class A, B1, C20) No Renewal 2024-07-19 $104.00 GUILHERME ENGINEERING 9800 MESA LINDA ST #283 Contractors (Class A, B1, C20) No Renewal 2024-07-01 $104.00 GUY ANDERSON 13312 RANCHERO RD STE 18-156 Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-09 $64.00 HANK HENNESSY AND HANH HOANG 11723 DANA Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 HI DESERT FIRE PROTECTION SERVICE, INC. 18383 DAMON DR Professional Services (A) No Renewal 2024-07-27 $129.00 HIGHLAND APARTMENTS 12035 WHITE AVE Hotels,Motels & Other Rental Units Yes Renewal 2024-07-11 $98.00 INTERNATIONAL CARBONIC INC. 16630 KOALA ROAD Manufacturing Flat Fee Yes Renewal 2024-07-01 $104.00 JAIME C. DIAZ 15065 DAISY ROAD Hotels,Motels & Other Rental Units Yes Renewal 2024-07-21 $34.00 JAMAL ALI HOBALLAH 14616 KELLY STREET Hotels,Motels & Other Rental Units Yes Renewal 2024-07-23 $34.00 JAMES OGBURN 11716 MAYWOOD ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-10 $34.00 JAMES OTT 17813 STEVENS Hotels,Motels & Other Rental Units Yes Renewal 2024-07-20 $34.00 JAMES Q HUYNH 10955 STAR ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-07 $34.00 JANET FLORES 14958 BINFORD AVE Hotels,Motels & Other Rental Units Yes Renewal 2024-07-01 $34.00 JENNY HIEN RENTAL 14503 BARKSDALE CIR Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 JESUS LARA 18117 POINCIANA Hotels,Motels & Other Rental Units Yes Renewal 2024-07-13 $34.00 KAI-CHUN WONG 11086 HILLSBOROUGH CT Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 KERNS INC A CALIFORNIA CORPORATION 17560 CATALPA ST Contractors (Class A, B1, C20) No Renewal 2024-07-28 $104.00 LA STRADA PIPELINE INC 26247 ENTERPRISE CT Contractors (Class A, B1, C20) No Renewal 2024-07-04 $104.00 LGCY POWER 3333 N DIGITAL DR #600 Solicitors No New Application 2024-07-11 $54.00 Process Summary:

New - Pending Approval: 19
Renewal Accounts: 79
Reinstated Accounts: 4 Attachment No. 1
Reporting Period: July 2024
Total Licenses Processed: 102
91 Monthly Business Activity Listing
Firm Name Firm Address Business Description Located Inside Adelanto License Type Issue Date Amount LINDA LE 11473 RUSSET PL Hotels,Motels & Other Rental Units Yes Renewal 2024-07-20 $34.00 LIQUOR MART 11965 CACTUS #M Retail/Wholesale Yes Renewal 2024-07-04 $54.00 LYLE PARKS JR CONSTRUCTION 1285 S LEWIS ST Contractors (Class A, B1, C20) No Renewal 2024-07-08 $104.00 MAGIC SMOG CENTER 11683 RANCHO RD #1 Auto Repair Yes Renewal 2024-07-19 $104.00 MARK O BAATZ 14807 KIMBERLY ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-17 $34.00 MASAMICHI UJIIE 11560 SAGE ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-12 $34.00 MJX INC 16177 BEAVER RD Manufacturing Flat Fee Yes Renewal 2024-07-12 $104.00 ML SOLAR & ELECTRICAL INSTALLATIONS CA 7028 5325 ELKHORN BLVD Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-20 $64.00 MY SIGN DESIGN INC 4821 LANKERSHIM BLVD #F145 Contractors (All Other Class 'C') No New Application 2024-07-30 $54.00 NETA NETWORKS INC 20933 SOUTH RD Contractors (All Other Class 'C') No Renewal 2024-07-27 $54.00 PAULA AND SALVADOR MORALES 11831 JUSTINE WAY Hotels,Motels & Other Rental Units Yes Renewal 2024-07-06 $34.00 PETERSON GRADING & PAVING INC 515 W CULLY DR Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-01 $64.00 PHOENIX TRAFFIC MANAGEMENT 386 S ALLEN ST Misc Business No Reinstated 2024-07-03 $54.00 PLANET OATH ENERGY INC 1310 VENTURE LN Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-08 $64.00 POWER UP SOLUTIONS LLC 590 MENLO DR STE 5 Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-10 $64.00 POWUR HOME CONSTRUCTION 321 VIA DE LA VALLE 321G Contractors (Class A, B1, C20) No Renewal 2024-07-28 $104.00 PROFESSIONAL HOSE SOLUTIONS MOBILE 14538 INDIAN PAINTBRUSH RD Home Occupation Yes Renewal 2024-07-10 $29.00 REDWOOD PLUMBING AND ENGINEERING, INC 16320 WINTUN RD Contractors (C21, C35, C36, C39, C51) No Renewal 2024-07-16 $79.00 RENTAL 1 14283 IVY ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-25 $34.00 RIGOBERTO ESPINOZA 15083 ARCADIAN ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-30 $34.00 ROCCA CORP 9498 CANDLELIGHT ST Contractors (Class A, B1, C20) No New Application 2024-07-23 $104.00 SADIQ AND SHEHLA GHIAS 18380 JONATHAN ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-22 $34.00 SAMIR NABBOUT 14810 REDWOOD ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-01 $34.00 SMAL INC 9722 SWEETWATER DR Contractors (Class A, B1, C20) No New Application 2024-07-03 $104.00 SOCAL ENERGY INC 8110 REMMET AVE UNIT 2 Contractors (C4, C6, C8, C10, C12, C16, C42) No New Application 2024-07-18 $64.00 SOFIA ELISONDO 14308 KATIE DR Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 SONIA LEE 11972 CLIFFROSE CT Hotels,Motels & Other Rental Units Yes Renewal 2024-07-06 $34.00 SP ASSETS LLC 11366 CHAMBERLAINE WAY Hotels,Motels & Other Rental Units Yes Renewal 2024-07-21 $34.00 SSD ALARM SYSTEMS 1740 N LEMON ST Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-27 $64.00 SUMMIT LINE CONSTRUCTION INC 441 W POWER LINE RD Contractors (Class A, B1, C20) No New Application 2024-07-31 $104.00 SUNLUX 1061 SEGOVIA CIR Contractors (C4, C6, C8, C10, C12, C16, C42) No Reinstated 2024-07-09 $64.00 SUNNOVA ENERGY CORPORATION 20 GREENWAY PLZ 475 Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-16 $64.00 Process Summary:

New - Pending Approval: 19
Renewal Accounts: 79
Reinstated Accounts: 4 Attachment No. 1
Reporting Period: July 2024
Total Licenses Processed: 102
92 Monthly Business Activity Listing
Firm Name Firm Address Business Description Located Inside Adelanto License Type Issue Date Amount TANG & MOOC LLC 11848 WALLFLOWER Hotels,Motels & Other Rental Units Yes Renewal 2024-07-04 $34.00 THE PUBLIC RESTROOM COMPANY 2587 BUSINESS PKWY Contractors (Class A, B1, C20) No New Application 2024-07-01 $104.00 THOMPSON FAMILY PLUMBING AND ROOTER, INC. 10653 G AVE #301 Contractors (C21, C35, C36, C39, C51) No Renewal 2024-07-01 $79.00 TOM FAMILY TRUST 8/17/11 684 BARNUM WAY Hotels,Motels & Other Rental Units No Renewal 2024-07-02 $34.00 TOP OPTION PEST CONTROL 11760 OXFORD ST Home Occupation Yes Renewal 2024-07-24 $29.00 TRI COUNTY FIRE 12221 POPLAR ST #1 Contractors (C4, C6, C8, C10, C12, C16, C42) No Renewal 2024-07-15 $64.00 TROUT ELECTRIC 2020 IOWA AVE STE 102 Contractors (C4, C6, C8, C10, C12, C16, C42) No Reinstated 2024-07-01 $64.00 USADEBUSK, LLC 12191 VIOLET RD Trucking Hauling Yes Renewal 2024-07-20 $1,129.00 VERTEX SURVEY, INC. 28348 CONSTELLATION RD STE 800 Professional Services (A) No Renewal 2024-07-01 $129.00 YUNG M. NG 11479 AUTUMN ST Hotels,Motels & Other Rental Units Yes Renewal 2024-07-02 $34.00 Process Summary:

New - Pending Approval: 19
Renewal Accounts: 79
Reinstated Accounts: 4 Attachment No. 1
Reporting Period: July 2024
Total Licenses Processed: 102
93 Totals for New Receipts
Summary by GL Account #
Paid to Client
Building Dept - Commercial Zoning Fees $171.00
Building Dept - Home Occupation Zoning Fees $343.00
Business License Tax - G/L #100-0000-43035 $606.00
Penalties - G/L #100-0000-43035 $28.89
SB-1186 Fees - City Portion $27.90
SB-1186 Fees - State Portion $3.10
Total: $1,179.89
Paid to HdL
Unknown ($2.00)
Building Dept - Commercial Zoning Fees $1,015.50
Building Dept - Home Occupation Zoning Fees $540.00
Business License Tax - G/L #100-0000-43035 $8,109.24
Penalties - G/L #100-0000-43035 $287.53
SB-1186 Fees - City Portion $459.00
SB-1186 Fees - State Portion $51.00
Total: $10,460.27
Summary by Payment Type
16 Check 1,020.98
3 Credit Balance -
78 Credit Card 6,396.86
24 eCheck 2,899.93
1 Other Revenue 142.50
8 Paid at City 1,179.89
130 Grand Total: $11,640.16
Summary by Geo Area
130 11,640.16
130 Grand Total $11,640.16
Attachment 2
City of Adelanto
Business License Division
Cash Receipts Summary
7/01/2024 to 7/31/2024
94 ADELANTO PUBLIC UTILITY AUTHORITY
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: August 14, 2024
TO: Honorable Chairman, and Public Utility Authority Members FROM: Jessie Flores, Executive Director
BY: Brenda Lopez , City Clerk
SUBJECT: APPROVAL OF CONTRACT BETWEEN THE CITY OF ADELANTO THE ADELANTO

PUBLIC UTILITY AUTHORITY AND AJ&E JANITORIAL SERVICES
STAFF RECOMMENDATION:

Staff recommends that approve the contract with AJ&E Janitorial Services, in an amount not to exceed $45,000 a year for three years.

BACKGROUND:

On August 1, 2019, the City of Adelanto entered into a contract with AJ&E Janitorial Services for janitorial services. The original contract has been successfully executed and AJ&E Janitorial Services has consistently met the City’s cleaning and maintenance needs.

Given the positive performance and the continued need for janitorial services, it is recommended that the City renew the contract with AJ&E Janitorial Services. The new contract will maintain the same level of service, with a proposed amount not to exceed $45,000 annually for the next three years. This renewal will ensure that the City continues to receive high-quality service while adhering to budgetary constraints.

Renewing the contract with AJ&E Janitorial Services will provide the City of Adelanto with reliable and consistent janitorial services at a competitive cost. Staff recommends approval of the contract to ensure ongoing cleanliness and maintenance of City facilities.

FISCAL IMPACT:

The total cost for the three-year contract is not to exceed $135,000, with an annual cap of $45,000. The costs for the City Hall cleaning portion will be split between the General Fund and the APUA ATTACHMENTS:

1. Contract Services Agreement
95 539/026150-0001
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CITY OF ADELANTO

CONTRACT SERVICES AGREEMENT
Janitorial Services
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this 14th day of August, 2024 by and between the CITY OF ADELANTO, a California municipal corporation, (“City”), the ADELANTO PUBLIC UTILITY AUTHORITY, a joint powers authority, and AJ&E Janitorial Services, a Custodial Service, a Sole Proprietorship (“Contractor”).

City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

City sought, by issuance of a Request for Proposals or Invitation for Bids, for the performance of the services defined and described particularly in this Agreement. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in this Agreement, was selected by City to perform those services. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in this Agreement and desire that the terms of that performance be as particularly defined and described herein.

SECTION 1. SERVICES.

1.1 Scope of Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A, “Scope of Services” and incorporated herein by this reference (the “Services”).

Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. The Scope of Services incorporates Contractor’s scope of work or bid for the Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.2 Term of Services. The term of this Agreement shall begin on September 1, 2024, and terminate on September 1, 2027. Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until final written approval and acceptance of the work performed under this Agreement by the Contract Administrator. The time provided to Contractor to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, 96 539/026150-0001
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the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its 97 539/026150-0001
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obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier, hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance. The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.4 Assignment of Personnel. Contractor shall assign only competent personnel to perform the Services. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services.

Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services, prior to and during any such performance. 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, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.5 Time. Time is of the essence in the performance of this Agreement. Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder. Contractor shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Scope of Services. When requested by Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Administrator but not shall not exceed one hundred eighty (180) days cumulatively.

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Administrator 98 539/026150-0001
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in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

1.7 Suspension of Services. The City Manager of City (“City Manager”) shall have the authority to suspend the Services, wholly or in part, for such period as the City Manager may deem necessary, due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Services, or for such time as the City Manager may deem necessary due to the failure on the part of Contractor to carry out orders given or to perform any provisions of the Services. Contractor shall immediately comply with the written order of the City Manager to suspend the Services wholly or in part and shall not resume the Services until ordered to do so in writing by the City Manager. Such suspension shall be without liability to Contractor on the part of City. In the event a suspension of work is ordered because of failure on the part of Contractor to carry out orders given or to perform any provisions of the Services, such suspension of the Services shall not relieve Contractor of responsibility to complete the Services within the time limit set forth herein and shall not be considered cause for extension of the time for completion and, further, such suspension of the Services shall not entitle Contractor to any additional compensation.

1.8 Familiarity with Work and Worksite. By executing this Agreement, Contractor warrants that Contractor (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. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the Services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Contractor shall immediately inform City of such fact and shall not proceed until written instructions are received from the Contract Administrator.

1.9 Further Responsibilities of the Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless otherwise specified in this Agreement, neither Party shall be responsible for the service of the other.

SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This amount is reflective of a three year agreement at $45,000 per year. This compensation may be administratively adjusted pursuant to 99 539/026150-0001
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Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Contractor’s rates as specified in the Scope of Services, provided that time estimates are provided for the performance of subtasks, or (iv) such other methods as may be specified in the Scope of Services. In no event shall compensation exceed the amount set forth in Subsection 2.1.

2.3 Invoices. Contractor 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. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Invoices shall contain:
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 Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Principals’ signatures.

Invoices shall be submitted to:

City of Adelanto
Attn: Accounts Payable
11600 Air Expressway
Adelanto, CA 92301
100
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2.4 City Payment of Invoices. City shall independently review each invoice submitted by Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Pursuant to California Public Contract Code Section 20104.50, Contractor is notified that for public works Services, City’s failure to pay undisputed and properly submitted invoices within thirty (30) days shall be subject to interest at the legal rate set forth in Code of Civil Procedure Section 685.010. Any invoice for public works Services determined not to be a proper invoice suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. An invoice returned pursuant to the foregoing shall be accompanied by a writing stating the reasons why the invoice is not proper.

2.5 Not Applicable.

2.6 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor 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 Contractor 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.

2.7 Hourly Fees. Fees for the Services performed by Contractor on an hourly basis shall not exceed the amounts shown on Exhibit A.

2.8 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. Reimbursable expenses not listed in Exhibit A must be approved in advance by the Contract Administrator, in his or her sole discretion. Contractor shall not be entitled to any additional compensation for the attendance of meetings reasonably deemed necessary by City for the execution of the Services.

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

2.10 Payment upon Termination. In the event that City or Contractor terminates this Agreement pursuant to Section 8, City shall compensate Contractor 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. Contractor shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

2.11 No Waiver. Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 101
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SECTION 3. FACILITIES AND EQUIPMENT.

3.1 Contractor Provides Facilities and Equipment. Except as otherwise provided, Contractor shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense.

3.2 Not Applicable.

3.3 Not Applicable.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor’s compensation. Contractorshall not allow any subcontractor, Contractor or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the required bonds to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor acknowledges the insurance policy must cover interinsured suits between City and other insureds. Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator in the Contract Administrator’s sole discretion. If this Agreement continues for more than three (3) years duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator.

4.1 Workers’ Compensation. Contractor 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 Contractor pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance 102
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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, Contractor 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 Contractor, 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. Pursuant to California Labor Code Section 1860, Contractor is required to secure the payment of compensation to Contractor’s employees. Pursuant to California Labor Code Section 1861, Contractor hereby submits to City the following:

I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, 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, leased, 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 including “any auto” and endorsement CA 0025 or equivalent). 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.
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(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor 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. Contractor, at its own expense, shall maintain professional liability insurance appropriate to Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to the Services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the Services or the expiration or termination of this Agreement. During this additional five (5)- year period, Contractor shall annually and upon request of City submit written evidence of this continuous coverage.
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) 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, Contractor 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 Contractor’s sole cost and expense, any extended reporting provisions of the policy, if Contractor cancels or does not renew the coverage.
(iii) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 Not Applicable.

4.5 All Policies Requirements.
a. Verification of Coverage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all 104
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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: Janitorial 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 Contractor.
b. Notice of Reduction in or Cancellation of Coverage. Contractor 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, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. 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 Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor 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. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self-Insured Retentions. Contractor 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, Contractor may increase such deductibles or self-insured 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 Contractor 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.
e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each 105
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subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. 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.

4.6 Payment and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator due to unique circumstances, and shall be authorized to write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor. Without limiting the foregoing, Contractor understands that Civil Code Section 9550 requires a payment bond for all public works contracts involving an expenditure of more than Twenty-Five Thousand Dollars ($25,000).

4.7 Remedies. In addition to any other remedies at law or equity City may have if Contractor 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 Contractor’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 Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor 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, Contractor 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 106
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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 costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor 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 Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor 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, Contractor 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 Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder.

5.3 Subcontractors. Contractor shall incorporate similar indemnity agreements with its subcontractors. Contractor shall be fully responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof.

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.

In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.4; however, otherwise City shall not have the right to control the means by which Contractor accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor 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. Contractor 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 Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall 107
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not be liable for compensation or indemnification to Contractor 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, Contractor 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. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

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. Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor 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. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.

7.3 Prevailing Wages. Contractor 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. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California 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, Contractor shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of California 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 Contractor’s failure to pay prevailing wages. 108
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b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California 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. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(ii) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system. (iii) Pursuant to California Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to California 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 California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor 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 California Labor Code.
(vi) Contractor is aware of and will comply with the provisions of California 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 Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement.
(vii) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor 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 Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a 109
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public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor 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 Contractor 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 California 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 Contractor or any party performing the Services to provide any required disclosure or identification as required by California 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. Contractor represents, warrants, and covenants to City that Contractor 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. Contractor represents, warrants, and covenants to City that Contractor 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, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Contractor 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 Contractor’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. Contractor represents, warrants, and covenants that Contractor presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor 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 Contractor’s obligations and responsibilities under this Agreement.

7.6 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment 110
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shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

7.7 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. Contractor 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.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working day of delay in the performance of any of the Services. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may terminate this Agreement at any time and without cause upon thirty (30) days’ written notification to Contractor. City may also terminate this Agreement pursuant to Subsection 8.8.

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation for the Services satisfactorily performed up to the date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all materials provided to Contractor or prepared by or for Contractor or City in connection with this Agreement. Upon receipt of any notice of termination, Contractor shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Administrator.

8.4 Administrative Change Orders. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor with 111
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compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. All other extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. The Contract Administrator shall have the authority to execute amendments to this Agreement which do not materially change the terms hereof, in the Contract Administrator’s discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

8.6 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’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 Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the Scope of Services, without prior written approval of the Contract Administrator. In the event of any unapproved assignment, including in connection with any bankruptcy proceeding, this Agreement shall be void. No approved assignment shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

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 Contractor shall survive the expiration or termination of this Agreement.

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, 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 Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or 112
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d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

8.9 Claims by Contractor. Claims, as that term is defined in California Public Contract Code Section 9204, by Contractor and, where applicable, any subcontractor, in connection with a public works project shall by subject to the mediation procedure in California Public Contract Code Section 9204.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, 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 (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use.

Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials. Contractor makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
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9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. 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.

9.4 Reports. Contractor shall periodically prepare and submit to the Contract Administrator such reports concerning the performance of the Services required by this Agreement as the Contract Administrator shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Administrator of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

9.5 Confidentiality. City and Contractor 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. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the 114
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opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein. Contractor 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.

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 Contractor 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 Contractor Principals and Representatives. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
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(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, Jubentino Islas, Public Works Supervisor (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, 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, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

AJ&E Janitorial Services
Attn: Mary Manzo
2942 Bangor Avenue
Highland, CA 02346
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Jessie Flores
with a copy to:
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City Clerk
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

10.10 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.

10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor 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.

10.12 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.

10.13 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.

10.14 Nondiscrimination. Contractor 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.15 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. 117
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10.16 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

10.17 No Undue Influence. Contractor 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 Contractor, or from any officer, employee, or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.18 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]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
Gabriel Reyes, Mayor
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONTRACTOR
Name: _____________________________
Title: ______________________________
Name: _____________________________
Title: ______________________________
[Note: 2 officer’s signatures required if
Contractor is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A

SCOPE OF SERVICES
Services shall include Janitorial Services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) for the entirety of the three year time period of the agreement for the work further detailed in the attached pages.

The Contractor’s Proposal and the Scope of Work to be performed is attached to this Exhibit A.

The locations where the work to be performed are: City Hall Building, Richardson Park Restrooms, Richardson Park Little League Restrooms, Desert Trail Park Restroom, Marconi Park Restrooms, and Public Works. The list of the locations may be altered at the direction of the City Manager, with a corresponding adjustment to the monthly amount paid to the Contractor. 120
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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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
SUBJECT: APPROVAL OF AGREEMENT BY AND BETWEEN THE CITY OF ADELANTO, AND HANNA’SNURSERY AND LANDSCAPING
STAFF RECOMMENDATION:

It is recommended that the City Council approve an agreement by and between the City of Adelanto, a California municipal corporation, (“City”) and Hanna’s Nursery and Landscaping (“Contractor”).

BACKGROUND: Due to current staffing levels, the Public Works Department needs to contract services for cleaning weeds and debris in various right-of-ways. The following report outlines the specific areas that require maintenance, including landscape care, trash and weed removal, and addressing illegal dumping sites.

Designated Landscape Areas
Scope of Work: Trim bushes, trees, and palm trees as needed. Remove weeds from curbs, gutters, sidewalks, and planters.

1. Bellflower St
o East side from housing tract north to Seneca Rd

2. Seneca Rd
o South side from Bellflower St east to Pearmain St
o North side from Jonathan St west to Aster Rd
o South side from Jeremiah St east to Bellflower St

3. Palmdale Rd
o North side from start of housing tract west to Verbena Rd

4. Verbena Rd
o East side from Palmdale Rd north to Seneca Rd
o West side from Seneca Rd south to Palmdale Rd
o East side from Seneca Rd north to Mojave Rd
o West side from Mojave Rd south to Seneca Rd

5. Victor St
o North side from Pearmain St west to Aster Rd

6. Aster Rd
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o East side north to Mojave Rd

7. Jonathan St
o East side from Mojave Dr north to Holly Rd
o West side from Holly Rd south to Cactus Rd

8. Cactus Rd
o North side from Jonathan St west to Fremonita Ave

9. Fremonita Ave
o East side from Cactus Rd north to Poppy Rd

10. Poppy Rd
o South side from Fremonita Ave east to Jonathan St
o North side from Jonathan St west to Florian St

11. Pearmain St
o East side from Cactus Rd north to Holly Rd
o West side from Desert Glen St south to Cactus Rd

12. Cactus Rd
o North side from Pearmain St west to Jonathan St
Designated Trash/Weed Removal Sites
Scope of Work: Remove trash and weeds.

1. Jonathan St
o From Holly Rd south to Poppy Rd, west side

2. Poppy Rd
o From Jonathan St west to Florian St, north side

3. Charm Ln and Poppy Rd

4. Parsley Ct and Pearmain St

5. Jonathan St and Ginger St

6. Jonathan St
o East side from Seneca Rd north to Mojave Dr

7. Wash
o Between Cactus Rd and Poppy Rd
Illegal Dumping Sites
Scope of Work: Pick up and haul away trash to designated dump sites.

1. Adelanto Rd
o From Chamberlaine Way north to Auburn Ave

2. Auburn Ave
o From Adelanto Rd west to Jonathan St

3. Jonathan St
o From Auburn Ave south to Chamberlaine Way

4. Holly Rd
o From Caliente Rd west to Jonathan St
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FISCAL IMPACT:

The proposed Agreement for contracting services to address the cleaning of weeds, debris, and maintenance in various rights-of-way is projected to cost $75,000. This expenditure will be covered by the existing Public Works Budget.

ATTACHMENTS:

1. Agreement

2. Scope of Work

3. Proposal
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CITY OF ADELANTO

CONTRACT SERVICES AGREEMENT
Landscaping, Weed Abatement, and Illegal Dumping Clean Up THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this 14th day of August, 2024 by and between the CITY OF ADELANTO, a California municipal corporation, (“City”) and Hanna’s Nursery and Landscaping (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

SECTION 1. SERVICES.

1.2 Term of Services. The term of this Agreement shall begin on August 15, 2024, and terminate on December 31, 2024. Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until final written approval and acceptance of the work performed under this Agreement by the Contract Administrator. The time provided to Contractor to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by 131
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one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to 132
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the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier, hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance. The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the 133
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extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

1.7 Suspension of Services. The City Engineer of City (“Engineer”) shall have the authority to suspend the Services, wholly or in part, for such period as the Engineer may deem necessary, due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Services, or for such time as the Engineer may deem necessary due to the failure on the part of Contractor to carry out orders given or to perform any provisions of the Services. Contractor shall immediately comply with the written order of the Engineer to suspend the Services wholly or in part and shall not resume the Services until ordered to do so in writing by the Engineer. Such suspension shall be without liability to Contractor on the part of City. In the event a suspension of work is ordered because of failure on the part of Contractor to carry out orders given or to perform any provisions of the Services, such suspension of the Services shall not relieve Contractor of responsibility to complete the Services within the time limit set forth herein and shall not be considered cause for extension of the time for completion and, further, such suspension of the Services shall not entitle Contractor to any additional compensation.

SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed SEVENTY FIVE THOUSAND DOLLARS ($75,000) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set 134
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forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

Invoices shall be submitted to:

City of Adelanto
Attn: Accounts Payable
11600 Air Expressway
Adelanto, CA 92301

2.4 City Payment of Invoices. City shall independently review each invoice submitted by Contractor to determine whether the work performed and expenses incurred are in compliance 135
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with the provisions of this Agreement. City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Pursuant to California Public Contract Code Section 20104.50, Contractor is notified that for public works Services, City’s failure to pay undisputed and properly submitted invoices within thirty (30) days shall be subject to interest at the legal rate set forth in Code of Civil Procedure Section 685.010. Any invoice for public works Services determined not to be a proper invoice suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. An invoice returned pursuant to the foregoing shall be accompanied by a writing stating the reasons why the invoice is not proper.

2.5 Not Applicable.

2.7 Hourly Fees. Fees for the Services performed by Contractor on an hourly basis shall not exceed the amounts shown on Exhibit A.

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

2.11 No Waiver. Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 3. FACILITIES AND EQUIPMENT.

3.1 Contractor Provides Facilities and Equipment. Except as otherwise provided, Contractor shall, at its sole cost and expense, provide all facilities and equipment necessary to 136
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perform the services required by this Agreement. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense.

3.2 Utility Relocation. Where applicable, pursuant to California Government Code Section 4215, City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, repairing damage not caused by Contractor, and removing or relocating such unidentified utility facilities.

Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

3.3 Trenches or Excavations. Pursuant to California Public Contract Code Sections 6705 and 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
a. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
b. If the Services involve an estimated expenditure in excess of Twenty-Five Thousand Dollars ($25,000) for the excavation of any trench or trenches five (5) feet or more in depth, Contractor shall submit for acceptance by the City Engineer, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.
c. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue an order or amendment for additional services pursuant to Subsection 8.4 or 8.5 of this Agreement. d. If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties. 137
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SECTION 4. INSURANCE AND BOND REQUIREMENTS.

4.1 Workers’ Compensation. Contractor 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 Contractor 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, Contractor 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 Contractor, 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. Pursuant to California Labor Code Section 1860, Contractor is required to secure the 138
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payment of compensation to Contractor’s employees. Pursuant to California Labor Code Section 1861, Contractor hereby submits to City the following:

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, 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, leased, 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 including “any auto” and endorsement CA 0025 or equivalent). 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) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
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4.4 Pollution Liability Insurance. Contractor, at its own expense, shall maintain pollution liability insurance written on a per occurrence for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per pollution incident and ONE MILLION DOLLARS ($1,000,000.00) in the general aggregate. The policy shall apply to any incidents at or from any location on which Contractor performs the Services under this Agreement. The insurance must be maintained for at least one (1) year following the completion of Contractor’s services or the expiration or termination of this Agreement.

4.5 All Policies Requirements.
a. Verification of Coverage. Prior to beginning the Services under this Agreement, Contractor 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: «C 140
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Landscaping, Weed Abatement, and Illegal Dumping Clean Up. 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 Contractor. b. Notice of Reduction in or Cancellation of Coverage. Contractor 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, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. 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 Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor 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. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self-Insured Retentions. Contractor 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, Contractor may increase such deductibles or self-insured 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 Contractor 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.
e. Subcontractors. Contractor 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.
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f. 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.

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, Contractor 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, 142
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assessments, fines, or penalties of any kind (including costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor 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 Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor 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. Contractor 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 Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, 143
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rule, regulation, law, or ordinance to the contrary, Contractor 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. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

SECTION 7. LEGAL REQUIREMENTS.

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

7.3 Prevailing Wages. Contractor 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. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California 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, Contractor shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of California 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 Contractor’s failure to pay prevailing wages. b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
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(i) In accordance with Sections 1773 and 1773.2 of the California 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. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(ii) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system. (iii) Pursuant to California Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to California 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 California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor 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 California Labor Code.
(vi) Contractor is aware of and will comply with the provisions of California 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 Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement.
(vii) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor 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 Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California 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. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder 145
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with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor 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 Contractor 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 California 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 Contractor or any party performing the Services to provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.6 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.
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SECTION 8. TERMINATION AND MODIFICATION.

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

8.4 Administrative Change Orders. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor 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 Contractor for any otherwise reimbursable expenses incurred during the extension period. All other 147
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extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, 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 Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services. 148
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Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the 149
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Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. 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.

9.5 Confidentiality. City and Contractor 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. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided 150
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herein. Contractor 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.

SECTION 10. MISCELLANEOUS PROVISIONS.

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.

10.6 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 Contractor Principals and Representatives. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
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(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, Jessie Flores, City Manager (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, 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, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

Hanna’s Nursery and Landscaping
Attn: Marcos Azer
15942 Bear Valley Rd,
Victorville, CA 92395
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Jubentino Islas, Public Works Supervisor
with a copy to:
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City Clerk
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

10.12 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.

10.18 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]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
Gabriel Reyes, Mayor
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

EXHIBIT A

SCOPE OF SERVICES
Services shall include Landscaping, Weed Abatement, and Illegal Dumping Clean Up services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed SEVENTY FIVE THOUSAND DOLLARS ($75,000) at the hourly rates as further detailed in the attached pages.

The Contractor’s Proposal, including the hourly rate for services, and the Scope of Work that includes the locations of the work to be performed and the nature of the work is attached to this Exhibit A.
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Scope Of Work
NOTE: Contractor must provide proof of license by the state of California and must be insured and bonded. must maintain its license active for the duration of this contract. Contractor must provide its own tools and equipment to complete assigned work. The contractor must provide and place proper signage while working in the city’s right of way. Contractor will not close any streets impeding the flow of traffic. Contractor will receive direction from the Public Works Supervisor.

DESIGNATED LANDSCAPE AREAS
Landscape areas: Bushes, trees, and palm trees need to be trimmed if any in location.

Weeds removed from curb, gutter, sidewalk, and planters. • Bellflower St east side where housing tract starts heading north to Seneca Rd • Seneca Rd south side from Bellflower St east to Pearmain St • Seneca Rd north side from Jonathan St west to Aster Rd • Seneca Rd south side from Jeremiah St east to Bellflower St • Palmdale Rd north side from start of housing tract west to Verbena Rd • Verbena Rd east side from Palmdale Rd north to Seneca Rd • Verbena Rd west side from Seneca Rd south to Palmdale Rd • Verbena Rd east side from Seneca Rd north to Mojave Rd • Verbena Rd west side from Mojave Rd south to Seneca Rd • Victor St north side from Pearmain St west to Aster Rd • Aster Rd east side north to Mojave Rd
• Jonathan St east side from Mojave Dr north to Holly Rd • Jonathan St west side from Holly Rd south to Cactus Rd • Cactus Rd north side from Jonathan St west to Fremonita Ave 157
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• Fremonita Ave east side from Cactus Rd north to Poppy Rd • Poppy Rd south side from Fremonita Ave east to Jonathan St • Poppy Rd north side from Jonathan St west to Florian St • Pearmain St east side from Cactus Rd north to Holly Rd • Pearmain St west side from Desert Glen St south to Cactus Rd • Cactus Rd north side from Pearmain St west to Jonathan St

DESIGNATED TRASH/WEED REMOVAL SITES
Trash and weeds must be removed.
• Jonathan St from Holly Rd south to Poppy Rd west side • Poppy Rd from Jonathan St west to Florian St north side • Charm Ln and Poppy Rd
• Parsley Ct and Pearmain St
• Jonathan St and Ginger St
• Jonathan St. east side from Seneca Rd. north to Mojave Dr. • Wash between Cactus Rd and Poppy Rd

ILLEGAL DUMPING SITES
Trash must be picked up and hauled away to designated dump site • Adelanto Rd from Chamberlaine Way north to Auburn Ave 158
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• Auburn Ave from Adelanto Rd west to Jonathan St
• Jonathan St from Auburn Ave south to Chamberlaine Way • Holly Rd from Caliente Rd west to Jonathan St
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Hanna’ s Nursery and Landscaping
The City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
RE: PROPOSAL FOR LANDSCAPE MAINTENANCE SERVICES
Hello Dear,
Thank you for considering Hanna’s Nursery and Landscaping for your city landscaping maintenance service. We are thrilled to be a part of one of the fast growing city in the US. We believe that we can increase the beatification of the city of Adelanto by providing the landscaping maintenance and any other landscaping design, and services as deemed needed by you.

We believe in the importance of creating sustainable landscapes that provide enjoyment for the city residents as well as visitors, while saving you time and money required. Our goal is to provide you with the best quality of landscaping services that meets your vision for the city of Adelanto.

Hanna’s Nursery and Landscaping is licensed by the State of California Board of Contractor as Landscaping Contractor (copy of the state license is attached) as well as bonded and insured.

Hanna’s Nursery and Landscaping has built a reputation of creativity, quality and honesty. We are happy to put you in touch with any of our happy customers.

Attached you will find our initial plan based on the drive around the city of Adelanto landscaping sites and our initial discussion. Hanna’s Nursery and Landscaping will be utilizing its own trucks, tools, and equipment necessary to complete the job, and providing 100 (one Hundred) hours of maintenance labor workers plus direct 160
Hanna’ s Nursery and Landscaping
supervision per month for the rate of $150 per hour for the period from August until December 2024.

I look forward to your review of the attached proposal and further finalizing your landscaping maintenance plan.

Regards, Date: 08/05/2024
____________________________________________
Morcos Azer, Manager
Hanna’s Nursery & Landscaping
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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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Jessie Flores, City Manager
SUBJECT: APPROVE RESOLUTION 24-70 EXTENDING THE PUN GROUP AUDITORS’ CONTRACT

FOR THE CITY OF ADELANTO, APUA, SUCCESSOR AGENCY, APFA, AND ADELANTO

COMMUNITY BENEFIT CORPORATION AND AUTHORIZE THE CITY MANAGER TO SIGN THE ENGAGEMENT LETTERs WITH THE PUN GROUP
STAFF RECOMMENDATION:

Staff recommends that the City Council approve Resolution 24-70 extending the PUN Group auditors’ contract for the City of Adelanto, APUA, Successor Agency, APFA, and the Adelanto Community Benefit Corporation and authorize the City Manager to sign the Engagement Letter with the PUN Group.

BACKGROUND:

The Pun Group, LLP was selected to provide audit services to the City of Adelanto, California, on August 11, 2021, for the term of three (3) years. The services included auditing the financial statements of governmental activities, business-type activities, each major fund, and the Adelanto Public Utility Authority, as well as reporting on supplementary information and compliance with applicable laws and regulations. The fee for these services was $87,962, with additional fees of $5,000 per major program for any additional programs beyond one major program, as determined by the Uniform Guidance. The fee structure was based on certain assumptions, and additional services provided beyond the scope of services were billed separately.

FISCAL IMPACT:

The Fiscal impact will be $61,135 to the General Fund and $26,827 to the Adelanto Public Utility Authority over three years
ATTACHMENTS:

1. Resolution No. 24-XX

2. PUN Group Engagement letters
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RESOLUTION NO. 24-70

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADELANTO, COUNTY OF SAN BERNARDINO, CALIFORNIA, TO EXTEND THE PUN GROUP AUDITORS’

CONTRACT FOR THE CITY OF ADELANTO, APUA, SUCCESSOR AGENCY, APFA,

AND THE ADELANTO COMMUNITY BENEFIT CORPORATION
WHEREAS, The City of Adelanto has signed a three (3)-year contract with PUN Group to perform audit services for the City of Adelanto, APUA, Successor Agency, APFA, and the Community Benefit Corporation; and
WHEREAS, The City does desire to extend the audit contract with the PUN Group for an additional three (3) years;

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

Section 1. To approve and extend the PUN Group’ contract as the audit firm for the City of Adelanto, APUA, Successor Agency, APFA, and the Community Benefit Corporation Section 2. To authorize the City Manager to sign the engagement letters with the PUN Group for audit services.
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Page 2 ends

PASSED, APPROVED AND ADOPTED this 14 day of August, 2024. ______________________________
Gabriel Reyes, Mayor
_______________________________
Brenda Lopez, City Clerk
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Page 3 ends

I, Brenda Lopez, City Clerk of the City of Adelanto, California, do hereby certify that the foregoing Resolution No. 24-70 was duly and regularly adopted at a regular meeting of the City Council of the City of Adelanto on this 14 day of August, 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 14 day of August, 2024.
______________________________
Brenda Lopez, City Clerk
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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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
SUBJECT: PROFESSIONAL SERVICE AGREEMENT FOR GRANT ADMINISTRATION AND

IMPLEMENTATION SERVICES BETWEEN THE CITY OF ADELANTO, THE ADELANTO

PUBLIC UTILITY AUTHORITY AND ZSE AND ASSOCIATES
STAFF RECOMMENDATION:

Staff recommends City Council and Adelanto Public Utility Authority approve the award of a Professional Service Agreement (PSA) with ZSE and Associates in the amount of $176,800 for Grant Administration and Implementation Services and authorize the City Manager to sign the agreement on behalf of the City Council.

BACKGROUND:

The City is experiencing tremendous growth and will require grant funding to fund various projects to support future development. Grant areas of focus include infrastructure grants, and grants for disadvantaged communities. The City is also intending to upgrade aging infrastructure and requires grant support to proceed with projects. Recently, the City has been able to secure more than $10 million in Active Transportation and Program (ATP) Safe Route to School grants, Highway Safety Improvement Program (HSIP) grants, and Safe Street and Roads for All (SS4A) grants and needs assistance to implement and administer these grants.

On March 18, 2024, a Request for Proposals (RFP) for a Grant Administration and Implementation Services was released and made publicly available on the electronic plan room and City’s website. On April 12, 2024, two (2) proposals were received from the following firms:

No. Firm Location
1 CWE Fullerton
2 ZSE and Associates Riverside
The proposals were reviewed by a panel of staff members using the City’s standard rating system requirements of the RFP and it was determined that ZSE and Associates is ranked as a top firm based on their understanding of the work to be performed, experience with similar kinds of work, qualifications of key personnel, capability of developing innovative or advanced techniques, familiarity with state and federal procedures, knowledge of Adelanto, and technical ability. 178
Staff recommends City Council approves the award of a Professional Service Agreement (PSA) with the firm ZSE and Associates for Grant Administration and Implementation Services, and authorize the City Manager to sign the agreement on behalf of the City Council. This is one year contract and can be extended for two (2) one (1) year extensions administratively.

FISCAL IMPACT:

The Fiscal impact will be $ 88,400 to the General Fund.

ATTACHMENTS:

Attachment No. 1 Professional service Agreement with ZSE and Associates 179
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CITY OF ADELANTO

PROFESSIONAL SERVICES AGREEMENT

GRANT ADMINISTRATION AND IMPLEMENTATION SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this __14____ day of _August_____, 2004 (“Effective Date”) by and between the CITY OF ADELANTO, a California municipal corporation, (“City”), the ADELANTO PUBLIC UTILITY AUTHORITY, a joint powers authority and ZSE and Associates, a Sole Partnership (“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 August 14, 2024 and shall end on August 13, 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.
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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.

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 SEVENTY SIX THOUSAND AND EIGHT HUNDRED DOLLARS ($176,800) 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.
a. Fees will only be paid for when the city is allowed to book such amount to grant administration
b. For any grants that require a local match, the consultant’s fee will be reduced by the percentage of such local match.
c. At any one time, the city will not prefund consultant payments of more than $50,000 before being reimbursed.

2.2 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; 181
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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

2.3 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.

2.4 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.

2.5 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.

2.6 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.

2.7 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.
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2.8 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.9 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 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 183
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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 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.
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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; (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:
«Contract_Title». 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 185
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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.

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; 186
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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, “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.

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 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 188
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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. (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 189
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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 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 190
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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.

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 191
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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
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 192
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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.

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.

10.2 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.

10.5 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, 193
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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, 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:

ZSE and Associates
Attn: Saba Engineer
7030 Gaskin Place
Riverside, California 92506
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Jessie Flores, City Manager
with a copy to:

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

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 195
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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]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
«City_Signature»
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONSULTANT
«Consultant_Signature_1»

«Consultant_Signature_2»

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Grant Administration and Implementation services in the amount not to exceed ONE HUNDRED SEVENTY SIX EIGHT HUNDRED DOLLARS ($176,800) as further detailed in the following page(s).
[ATTACH SCOPE OF WORK AND OTHER DETAILS SPECIFIC TO THE PROJECT] 198
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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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
SUBJECT: CONSIDERATION OF RESOLUTION NO. 24-75 APPROVING AN AGREEMENT

AMENDMENT WITH ROGERS, ANDERSON, MALODY & SCOTT, LLP FOR

CONTRACT FINANCE SERVICES AND ADOPTING FINDINGS TO DISPENSE WITH THE COMPETITIVE BIDDING PROCESS.

STAFF RECOMMENDATION:

It is recommended that the City Council adopt Resolution 24-75 making findings that, given the nature of the services, competitive bidding will not result in the lowest price to the City, and therefore dispensing with the competitive bidding process, and awarding a contract amendment to Rogers, Anderson, Malody & Scott, LLP to provide various finance services in an amount not to exceed $280,000, as amended, and authorizing the City Manager to execute the Professional Services Agreement Amendment.

BACKGROUND:

Rogers, Anderson, Malody & Scott, LLP (RAMS) was contracted by the City of Adelanto to develop a plan to assist the City in becoming current on its financial statement audits.

RAMS has made significant progress in assisting the city in becoming current on its books, financial statement audits and related compliance reporting. As of August 14, 2024 RAMS has completed Phase 1, and a substantial part of Phase 2 by closing the City books for fiscal year ending June 30, 2022, providing the City Auditors the necessary schedules, and trial balance necessary to perform the audit of the City’s financial statements. RAMS is currently working closely with the City auditors to streamline the audit. RAMS has also started Phase III and Phase IV and is working diligently to make sure the City is ready for the Fiscal Year Ending June 30, 2023 audit as soon as possible.

RAMS initially submitted a quote in the amount of $160,000 to perform the services in the Agreement date May 22, 2024, however, RAMS has provided more assistance with various compliance matters than originally anticipated, therefore, City staff is requesting a budget amendment to increase the contract for assistance with the Fiscal Year Ending June 30, 2022 and June 30, 2023 audits from $160,000 to $280,000 to be more in line with the level of assistance that is being requested from RAMS. 220
FISCAL IMPACT:.

A budget line item of $280,000 is requested for FY 2024-2025. The much needed assistance will allow the City to become up to date on its financial statement audits and apply for additional grant funding.

ATTACHMENTS:

1. City Resolution 24-75

2. Professional Services Agreement Amendment with Rogers, Anderson, Malody & Scott, LLP. 221
RESOLUTION NO. 24-75

ADOPTING FINDINGS TO DISPENSE WITH THE COMPETITIVE BIDDING PROCESS WHEREAS, the City has adopted a purchasing system to establish efficient procedures for the purchase of supplies and equipment at the lowest possible cost commensurate with quality needed, to exercise positive financial control over purchases, to clearly define authority for the purchasing function, and to assure the quality of purchases; and WHEREAS, pursuant to Section 3.10.270 (D) of the City’s Code, the City Council may authorize the execution of contracts for personal services, for professional and consultant services, and for other, non-public projects, and for contractual services without observing the bidding procedures provided herein where the amount of the contract exceeds the value of thirty thousand dollars ($75,000.00); and
WHEREAS, the City desires for the administration of the Finance Department and the planning and execution of programs, projects, and activities for accomplishing short and long-term financial goals and objectives for the City; and
WHEREAS, the City entered into a Professional Services Agreement with Rogers, Anderson, Malody & Scott, LLP (“RAMS, LLP”) on April 19, 2024 to provide various finance services to the City in an amount not to exceed thirty thousand dollars ($30,000.00); and that on May 22, 2024, the City Council authorized the City Manager to execute an agreement with RAMS,LLP, for the administration of the City’s Finance Department and to provide various staffing services in an amount not to exceed ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000) through June 30, 2025.

WHEREAS, given the particular requirements that the City desires for the administration of the Finance Department, the City’s purchasing officer has determined that due to the nature of the professional services required, the bidding process will not likely result in the lowest price; and
WHEREAS, given its experience in municipal accounting and auditing, the City requested a quote from RAMS, LLP, and has determined that RAMS, LLP is capable of providing the City with the finance services that will meet the City’s needs.

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

SECTION 1. The City Council of the City of Adelanto finds that, pursuant to the findings set forth in the recitals above, which are incorporated herein by reference, competitive bidding will not likely result in the lowest price to the City for the finance services needed, and therefore it is 222
in the best interests of the City to dispense with the City’s competitive bidding requirements and award a contract to RAMS, LLP for the finance services needed.

SECTION 2. That the City Council authorizes the City Manager to execute an agreement amendment with RAMS,LLP, for the administration of the City’s Finance Department and to provide various staffing services in an amount not to exceed TWO HUNDRED EIGHTY THOUSAND DOLLARS ($280,000) through June 30, 2025, and any other ancillary documents that may be necessary to carry out this Resolution.

SECTION 3. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14 day of August , 2024. ______________________________
Gabriel Reyes, Mayor
_______________________________
Brenda Lopez, City Clerk
223
I, Brenda Lopez, City Clerk of the City of Adelanto, California, do hereby certify that the foregoing Resolution No. 24-75 was duly and regularly adopted at a regular meeting of the City Council of the City of Adelanto on this 14th day of August, 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 August, 2024.
______________________________
Brenda Lopez, City Clerk
224

CITY OF ADELANTO
AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ADELANTO

AND ROGERS, ANDERSON, MALODY & SCOTT, LLP
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on May 22, 2024 between the City of Adelanto (“City”) and Rogers, Anderson, Malody & Scott, LLP (“Consultant), which this Amendment No. 1 is made and entered into on August 14, 2024 to increase initial contract amount by an additional $120,000.

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2. SECTION 2.b, “Compensation” is amended to read as follows:
2b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of TWO HUNDRED EIGHTY THOUSAND DOLLARS ($280,000). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis.

3. All other terms and conditions of the Agreement remain in full force and effect.

4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
225
AMENDMENT NO. 1

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ADELANTO

AND ROGERS, ANDERSON, MALODY & SCOTT, LLP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
226
AMENDMENT NO. 1

CITY OF ADELANTO
Approved By:

Jessie Flores
City Manager
Date
ATTEST:

Brenda Lopez, City Clerk
Approved As To Form:

Todd Litfin, City Attorney
Rogers, Anderson, Malody & Scott, LLP
Signature
Name
Title
Date
227
AMENDMENT NO. 1
228

CITY OF ADELANTO

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement is made and entered into as of May 22, 2024 by and between the City of Adelanto, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 11600 Air Expressway, Adelanto, California 92301 ("City"), and Rogers, Anderson, Malody & Scott, LLP, with its principal place of business at 735 E. Carnegie Dr. Suite 100, San Bernardino, CA 92408 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreel)1ent.

RECITALS
A City is a public agency of the State of California and needs professional services for the following project: preparation of work papers and provide support for outstanding external audits; provide staffing to support year-end adjustments, budgets, and GASS implementations; and review accounting processes, procedures, and internal controls and make recommendations as deemed necessary (hereinafter referred to as "the Project").

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A"

2. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A" b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 1 229

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Time of Performance.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

6. Dela~s in Eerformance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non~performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
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8. Standard of Care
Consultant's services will be performed in acc9rdance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment §ng Subcgosultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. lndegendent Consultant
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of the City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit "B" (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, lia~ility, loss, damage or injury of any kind, in law or equity, to property or persons, includ_ing wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willfur misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
3 231

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and 0maintenance11 projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or 11malntenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions. which include but are not limited to prevailing wages (Labor Code Sections 1771, 177 4 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1 ). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants · performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771. 1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. • c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of EmQloyment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, Including; but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
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15. Laws ang Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

16. TerminatiQO or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City tq perform in accordance with the terms of this Agreement through no fault of Consultant.

17. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documente, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

18. Organization
Consultant shall assign Gardenya Duran, CPA, CGMA as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

19. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.
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20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: City Manager
and shall be effective upon receipt thereof.

21. Third P9rty Rights
CONSUL TANT:

Rogers, Anderson, Malady & Scott, LLP
735 E Carnegie Dr. Suite 100
San Bernardino, CA 92408
Attn: Gardenya Duran, CPA, CGMA
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

22. .sgual Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non~discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person W.hich are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 6 234

25. Successors and As§igns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

27. Time of Essence
Time is of the essence for each and every provision of this Agreement.

28. City's Rigbtto Emgloy Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

29. Prohibited Interests
Consultant maintains and warrants that it has not empl_oyed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of-his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

30. Wag§ Theft Prevention
a. Consultant, and any subconsultant it employs to complete work under this Agreement, shall comply with all applic.able federal, state and local wage and hour laws.

Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Adelanto Minimum Wage Ordinance. 7 235
b. BY SIGNING THIS AGREEMENT, CONSULTANT AFFIRMS THAT IT

HAS DISCLOSED ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO

EXECUTING THIS AGREEMENT THAT CONSULTANT OR ITS SUBCONSULTANTS HAS VIOLA TED ANY APPLICABLE WAGE AND HOUR LAWS. CONSUL TANT FURTHER AFFIRMS

THAT IT OR ITS SUBCONSULTANT(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT,

DECISION OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN

FULLY SATISFIED, CONSULTANT AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) IS

CURRENTLY SATISFYING SAID JUDGMENT, DECISION OR ORDER THROUGH A

PAYMENT OR ALTERNATIVE PLAN APPROVED BY THE APPLICABLE

COURT/GOVERNMENT AGENCY AND THAT CONSUL TANT OR ITS SUBCONSULTANT(S)

ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT.
c. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Consultant or a subconsultant it employs to perform work under this Agreement has violated any applicable wage and hour law, or Consultant learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Consultant shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision o·r ordeir. Consultant or its subconsultant(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order. If the Consultant or its subconsultant is subject to a payment or other alternative plan, the Consultant or its subconsultant shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.
d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws. e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law. f. Notice provided to the City shall be addressed to: Attention: Finance Director, 11600 Air Expressway, Adelanto, California 92301. The Notice provisions of thi-s Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ADELANTO

AND ROGERS, ANDERSON, MALODY & SCOTT, LLP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF ADELANTO
Date
Attest:

Brenda Lopez, CityClerk
To1d Litfin, City A
9 Rogers, Anderson, Malody & Scott,
~
LLP
Signature
Name
Ya.dOLC
Title
s/22( ZD 2-'i
Date
237

EXHIBIT A
Scope of Services/Rates
We will provide temporary accounting services as needed by the City. Gardenya Duran will oversee the project to ensure expectations are being met during the engagement. Jacob Weatherble will the primary staff assigned to the engagement and will available to be on site. In addition, we will provide additional accounting support to the City's Finance Department as needed from other employees of the firm.

Based on a discussion with City staff about the services requested, we will perform the following services for the City, as needed in the following phases:

Phase I (COl\!IPLETED AS INITIAL $30,000 CONTRACT)
• Verify/enter journal entries for FY2020-2021 financial statement audit • The iriitial focus of phase I will be to work on the component units, Water and Wastewater funds.
• Discovery and development of timeline for the detailed plan of phase 2. • Will work on site.

Phase II (Starting week of May 6) (IN PROCESS - PARTIALLY COMPLETED DURING INITIAL $30,000 AGREEMENT)
Table 1
Beginnlnc.i net position, fund balance wc,rksheet
scan L eta II or any necessary revers ng en res at
7/1/2021
Bank reconciliations as needed.

Closing entries related to Investments (FMV
Identify and record any rec:<0lvables at 6/90/2022
ldentlfyand rece>rd prepaid expenses at6/30/;t022
Capital ,rnset lead sheets, and related elosing entries Identify and record AP accrua Is at 6/30/2022
Long-terrn debt lead sheets, and related dosing
Conduit dabt lead sheets
GASB 87 assessment, calculation, and entries (GASB
!f1 was tmeh1mante'f! ln FV22
Claims payable worksheet
Transfers In and outworksheat
Due to/due from reconciliation worl<sheet
Property ta>< reconciliation worksheet
Unavallable revenue worksheet
Payrol I related year end entries
Compensated absences worksheet
GASS 68 net pension llabill.tv calculation and related
entries
X
X
X X
X X X
X
X
X X X
X
X X X
X
X X
X
X X
X X
X
X
X
X
X X
GASS 75 other postemployment benefit calculation X aJ:ld relate.:zd,,.,e~n.,_.tr"'"'le;:;.;;s....._ ____________________________ _ Verify c:ornpliance to app,·oved ROPS X
10 238
Scope of services (Continued)
Phase II (IN PROCESS - PARTIALLY COMPLETED DURING INITIAL $30,000

AGREEMENT)
• Review and provide accounting assistance in closing the City's books as of June 30, 2022.
• Prepare and/or supervise staff in preparing for all interim and annual audits and completing the auditor's annual requested workpapers or providing requested documents, to include but not limited to the tasks as shown on Table 1 of previous page.
• Be available to work with the auditors.
• Be available to work on .site and remotely.

Single Audit:

1. Prepare Schedule of Expenditures of Federal Awards (SEFA)

2. Assist with audit as needed.

Phase Ill
• Review and provide accounting assistance in closing the City's books as of June 30, 2023.
• Prepare and/or supervise staff in preparing for au interim and annual audits and completing the auditor's annual requested workpapers or providing requested documents as displayed in Table 1 of Phase II. • Be available to work with the auditors.
• Be available to work on site and remotely.

Phase IV
• Provide assistance with internal control procedure development. • Assist with developing standard operating procedure guides for routine tasks and year-end tasks.
• Assist in the development of year-end procedures.
• Provide guidance and coaching within the Finance department as directed. 11 239
Cost for accounting services
The cost for the services provided is as listed below:

Our fee for these services will be based on actual time spent at our standard rates of $125 - $425 per hour, depending on statflevel (excluding any special projects or services requested by the City).

Billable Hourly Rates by Classlflcatlon
Description Rates
Terry $ 425
Gardenya 350
Yolanda 300
Jacob 190
Staff accountant 125
12 240

EXHIBITS
Insurance Requirements
Please refer to the insurance requirements listed below. Those that have an "X" indicated in the space before the requirement apply to Contractor's or Consultant's Agreement.

Contractor or Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the perfonnance of the work hereunder and the results of that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors.

Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.

Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit C. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor's or Consultant's insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Commercial General Liability (CGL):

Coverage at least as broad as Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Coverage at least as broad as ISO Fonn CG 00 01 covering COL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 per occmTence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Coverage at least as broad as ISO Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13 241
Automobile Liability:

Coverage at least as broad as ISO F01m Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage.

Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage.

Garage keepers' extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven.

Professional Liability (Errors and Omissions):

The Employer's Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Insurance appropriates to the Contractor or Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate (If Design/Build), with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

Insurance appropriates to the Contractor or Consultant's profession, with limit no less than ___ per occurrence or claim, ___ aggregate
Workers' Compensation Insurance:

Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees)
The Contractor or Consultant makes the following certification, required by section 1861 of the Califomia Labor Code:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Contractor/Consultant Signature
14 242
Builder's Risk (Course of Construction):

Insurance utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

Surety Bonds:

Contractor shall provide the following Surety Bonds:

1. Bid Bond

2. Performance Bond

3. Payment Bond
The Payment Bond and Performance Bond shall be in a swn equal to the contract price.

Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Contractor's or Consultant's Pollution Legal Liability:

Contractor's or Consultant's pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate.

If the Contractor or Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions:

The insurance policies are to contain, or be endorsed to contain the following provisions:

Atlditional Insured Status:

The insurance policies are to contain, or be endorsed to contain the following provision:

The City, its elected and appointed officials, officers, attorneys, agents, and employees are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor or Consultant or any subcontractors including materials, parts, or equipment furnished in connection with such work or operations, including completed operations. General liability coverage can be provided in the form of an endorsement to the Contractor's or Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used).
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The Additional Insured coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from the City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13.

The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.

Primary Coverage:

The insurance policies are to contain, or be endorsed to contain the following provision:

For any claims related.to this contract, the Contractor's or Consultant's insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Any insurance or self insurance maintained by the City, its elected and appointed officials, officers, attorneys, agents, and employees shall be in excess of the Contractor's or Consultant's insurance and shall not contribute with it.

Builder's Risk (Course of Construction Insurance) (applicable to Construction Contracts only)
Contractor or Consultant may submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City's site.

Notice of Cancellation, Suspension or Otherwise Voiding Policies:

Each insurance policy required above shall contain, or be endorsed to contain that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except with thirty (30) days' prior written notice by ce1iified mail, return receipt requested to the City. 16 244
Waiver of Subrogation:

Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors.

Deductibles and Self-Insured Retentions ("SIR'?:

Any deductibles or self:.insured retentions must be declared to and approved by City. The City may require the Contractor or Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. At the option. of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees; or (2) the Contractor or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

All SIRs must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City.

City reserves the right to obtain a full-certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Completed Operations
For Construction Agreements, Contractor shall maintain insurance as required by tp.is Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of this project. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.

Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to City.
17 245
Claims Made Policies: (note - should be applicable only to professional liability, see below)

1. The Retroactive Date must be shown, and must be before the date of the contract o.r the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract of work.

3. If coverage is canceled or non-renewed, and not replaced witb another claimsmade policy form witb a Retroactive Date prior to the contract effective date, the Contractor or Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractor's Pollution Liability Policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability Policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Subcontractors:

Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents. Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any sub-subcontractor to the extent they apply to the scope of the sub~subcontractor's work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request.

Verification of Coverage:

Contractor or Consultant shall furnish the City with original certificates and amendat01y endorsements or copies of the applicable policy language effecting coverage required by this clause.· All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 18 246
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstanc_es.

Failure to Comply:

Each insurance policy required above shall contain or be endorsed to contain that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers, attorneys, agents,. and employees.

Applicability of Coverage:

Each insurance policy required above shall contain or be endorsed to contain that the Contractor's or Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 19 247

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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Saba Engineer, Grant Administrator
SUBJECT: ACCEPTING GRANT FROM THE CAIFORNIA DEPARTMENT OF GENERAL SERVICES AND

APPROVE PROFESSIONAL SERVICES AGREEMENTS, FOR THE REMODEL OF CITY COUNCIL CHAMBER DESIGN SERVICES.

STAFF RECOMMENDATION:

Staff recommends City Council accept the grant from the California Department of General Services in the amount of $500,000 to remodel the City Council Chamber and approve the award of a Professional Service Agreement (PSA) with Infrastructure Architects, Inc. in the amount of $81,050 for the Remodel of City Council Chamber project design services, and authorizing the City Manager to sign the agreement on behalf of the City Council.

BACKGROUND:

City of Adelanto received a grant from the California Department of General Services in the amount of $500,000 to remodel City Council Chamber to bring it to the latest building codes. Plans and specifications are required to receive construction bids to construct the project.

DISCUSSION:

July 11, 2024, a Request for Proposals (RFP) for a design service was released and made publicly available on the electronic plan room and City’s website. On July 25, 2024, three (3) proposals were received from the following firms:

No. Firm Location
1 Infrastructure Architects, Inc. Irvine
2 BOA Architecture Long Beach
3 View Design Studio Hollywood
The proposals were reviewed by a panel of staff members using the City’s and it was determined that the proposal submitted by Infrastructure Architects, Inc. met the City requirements. Infrastructure Architects, Inc. has an extensive experience and successfully completed similar projects for numerous cities Statewide. The staff determined that Infrastructure Architects, Inc. demonstrated the capability to provide design services for Remodel of City Council Chamber Project.

If awarded by the City Council, project design is anticipated to begin in September 2024 and project design completion is anticipated for November 2024.

Staff recommends accept the grant from the California Department of General Services in the amount 248
of $500,000 to remodel the City Council Chamber and approve the award of a Professional Service Agreement (PSA) with Infrastructure Architects, Inc. in the amount of $81,050 for the Remodel of City Council Chamber project design services, and authorizing the City Manager to sign the agreement on behalf of the City Council.

FISCAL IMPACT:

There is no impact on General Fund as this is grant funded project.

AttachmentA. Professional Service Agreement with Infrastructure Architects, Inc.

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CITY OF ADELANTO

PROFESSIONAL SERVICES AGREEMENT
Remodel City Council Chamber
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this __14__ day of __August_, 2024 (“Effective Date”) by and between the CITY OF ADELANTO, a California municipal corporation, (“City”) and Infrastructure Architect, Inc, a «Entity_Type» (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on August 14, 2024 and shall end on December 31, 224 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.

1.4 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.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Eighty One Thousand and Fifty Dollars and ($81,050) 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
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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.

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 252
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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.

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 253
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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.

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; 254
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(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:
«Contract_Title». 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.

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, 256
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“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.

SECTION 6. INDEPENDENT CONTRACTOR.

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 257
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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.

7.3 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. 258
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(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 259
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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.

7.5 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.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
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8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

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

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.

8.8 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
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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.

9.2 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.

9.4 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. 262
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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.

10.2 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.

10.5 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, 263
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sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

Infrastructure Architects, Inc.

Attn: Ray Abbasi
100 Progress, Suite 110
Irvine, Ca 92618
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Jessie Flores, City Manager
with a copy to:

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

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.

10.16 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.

10.19 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]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
«City_Signature»
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONSULTANT
«Consultant_Signature_1»

«Consultant_Signature_2»

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
266
2512/026150-0001
19521427.1 a08/05/24
EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include «Contract_Title» services in the amount not to exceed EIGHTY ONE THOUSAND AND FIFTY DOLLARS ($81,050) as further detailed in the following page(s).

See Attached
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CITY OF ADELANTO

REQUEST FOR PROPOSALS
FOR

PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES

FOR THE REMODEL OF THE CITY COUNCIL CHAMBERS
Issued:

Thursday, July 11, 2024
Proposals Due:

Thursday, July 25, 2024, at 5 pm.
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I. PURPOSE
The City of Adelanto (City) is seeking qualified professional firms (Consultants) to submit a proposal to provide architectural, design and engineering services for the remodel of the City of Adelanto’s Council Chambers located at 11600 Air Expressway, Adelanto, CA.

Proposals shall conform to the provisions set forth herein. The objective is to prepare complete environmental (categorial exemption), plans, specifications, and estimate (PS&E) with a detailed task order scope and a specific task order budget and schedule for completion to be able to advertise the project to receive construction bids.

The City contact (Contact) for this Request for Proposal (RFP) is the sole point of contact for this procurement. All communication shall be in writing and submitted to the Contact as designated below. Consultants are not permitted to communicate with other City staff or officials about this RFP, except during pre-proposal meetings and/or interviews, unless otherwise directed by the Contact. Direct written questions and/or correspondence related to this RFP to:

Saba Engineer, City Engineer E-mail: [email protected] Consultants interested in participating in this RFP should immediately provide the Contact with a telephone number, fax number, and an e-mail address for dissemination of addenda and/or supplemental information, as applicable. Failure to provide said contact information may result in late notifications and/or incomplete proposals.

Deadline for Submitting Questions
Any questions regarding the RFP must be submitted to the Contact referenced above no later than Jully 19, 2024 by 5 pm. Reference the RFP Title when making inquiries.

RFP Schedule
Request for Proposals Released ................. ......... ...........July 11, 2024 Deadline for Submitting Questions ....................................July 19, 2024 Deadline for Submitting Proposals . ..............................July 25, 2024

Minimum Qualifications and Experience
The City seeks a professional Consultant with demonstrated expertise in performing the services described herein. The successful Consultant shall have with proven experience in providing the subject professional services and shall, possess experience in providing design and engineering services for similar projects. 269
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II. BACKGROUND
The City of Adelanto (City), California, population 38,046 is located in the High Desert in the Victor Valley region of the Mojave Desert and is situated along the Highway 395 corridor, which was recently widened to help the with City’s expected growth over the next few years.

Adelanto is a Charter City and operates as a Council-Manager form of government with a five (5) member City Council. The City has an appointed Planning Commission which has the authority to review and approve all non-legislative actions. The selected Consultant will be expected to attend Council and Commission meetings as directed by the City Manager.

The City seeks to remodel/enhance the lighting, seating, and furnishings/finishes in its Council Chambers, and other improvements to provide a better working environment.

The selected Consultant shall address the functionality of the current City Council Chambers, evaluate alternative layouts to improve seating, visibility, accessibility, technology and finishes and fixtures to modernize the facility, including the adjacent meeting room and restrooms.

Upon determination of the preferred alternative and its probable construction cost, the Consultant shall prepare bid set design plans and specifications to implement the project as further described below:

The Scope of Work shall include, but not be limited to, the following tasks. • Design and evaluation of General Improvements, including: a) Improve acoustics and replace acoustic ceiling tiles b) Replace carpeting c) Refabrication or replacement of dais d) Re-upholster of audience chairs and replace City Council e) rehabilitation of outside parking lot electric reader board f) Paint g) Modernization of the restrooms, entryway and break room.
• Design and evaluation of lighting conditions suitable for broadcast as well as the ambient lighting system and controls.
• Design and evaluation of best use of space including the dais and seating configuration for the audience, staff and City Council. • Design and evaluation of audio-visual system and its control systems, including computer monitors and associated Dais System, security and access controls. • Design and evaluation of and upgrade to ADA accessibility and restrooms. • The Consultant is invited to offer additional services that will further the goals of this proposal.
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III. SCOPE OF SERVICES
The Consultant is to provide professional architectural and engineering services addressing architecture, mechanical, electrical, and plumbing (MEP) engineering, structural engineering, technology integration design and related services for the Project. o Evaluate current facility use and develop three alternative design options to enhance the facility functionality.
o Evaluate and present solutions for Americans with Disabilities Act (ADA) access for entry and exit of the Chambers and restrooms for the Project o The Consultant shall prepare a complete drawing set of plans, notes, and details and specifications to construct the proposed improvements. o The Consultant shall also provide Bid Support and Construction Support Services to timely review and respond to contractor Requests for Information (RFIs) and Submittals and shall perform site observations during construction to confirm the work meets the intent of the plans, as well as to attend construction progress meetings as requested.
o The Consultant shall prepare detailed Specifications for the improvements to be incorporated into the City’s standard “boilerplate” Contract Documents. o The Consultant shall prepare detailed probable construction cost estimates for the improvements at the conclusion of each the phases: Schematic Design, Design Development and Construction final Documents.
o All drawing sheets must be stamped by an architect and/or civil engineer, licensed by the State of California, as appropriate for the work. Plans and calculations by others must be reviewed and approved by the Architect of Record for the project. o Develop draft initial construction cost estimates for each options/feature. o The Consultant shall ensure that the final design contains a typical industrystandard level of detail commonly used in this area as required to procure and construct the proposed improvements.
o All plans shall be prepared in a format as approved by the City of Adelanto and conform to the current Building Codes.
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o Project designs and supporting documents are required to be submitted to the City for review and comment at completion of the Schematic Design Phase, Design Development
o Phase and Construction Documents Phase, independent of the required Building Department Plan Check and Permit issuance process.
o Specifications submittal is required to be provided to the City for review and comment at 90% complete plans and at 100% final plans.

The following work shall also be included in the Scope of Services:

Project Management
The Consultant Project Manager plays a very important role in this project. The Project Manager is responsible for taking the lead (emphasis - do not expect the City’s Project Manager to lead this project) in all coordination with all applicable City Departments and City Personnel, as well with all necessary sub-disciplines, as needed, to ensure the concept plans, final design plans and bid documents are delivered in a timely manner.

The Project Manager proposed for this project shall be a Licensed Architect or Civil Engineer in the State of California and each lead engineer in other disciplines shall be Licensed Engineers in the State of California, all with sufficient expertise in the disciplines required to successfully complete the remodel project.

The Consultant shall prepare a project schedule for completion of the Project and conduct monthly update status meetings. The Consultant shall develop a schedule using MS Project to include, but not be limited to, stakeholder meetings, delivery milestones, Schematic Design Phase tasks, Design Development Phase tasks, Construction Documents Phase tasks, an allocation of two-week City review periods for all deliverables, and an allocation of an initial three-week Building Department plan check period as well as two-week plan check periods for Building Department re-check submittals. The Project schedule shall be updated monthly and submitted prior to monthly Progress Meetings. The Consultant shall conduct monthly Progress Meetings to update City staff on the status of specific tasks, pertinent deliverables, etc.

The Consultant’s project manager shall attend pre-bid and pre-construction meetings for the Project. All project meetings shall be included in the overall fee proposal.

Background Research
Consultant shall research and obtain available drawings of record to be depicted on the plans. The Consultant shall keep a log of all documents obtained for the project. Existing available site and building drawings will be provided by the City to the Consultant for reference and use, see plan attachments to this RFP. However, drawings and plans 272
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provided by the City, while known to be the most current available, are not guaranteed to depict full and complete information or to be fully accurate in any regard. Consultant shall perform their own investigation of existing conditions and document same, to scale, on the Construction Documents.

Field Check and Data Collection
The Consultant shall coordinate with city staff and conduct site visits to the Project location to verify existing conditions. Consultant shall determine the accuracy of the available building plans and perform sufficient investigations and measurements to address any plan deficiencies. Consultant shall create a base set of plans based upon the combination of existing plans and field checks of existing site conditions.

Agency Coordination
The Consultant shall 1) maintain regular and frequent contact with the City’s designated Project Manager throughout the life of the Project, from initiation of work to close out of the construction phase, 2) meet with each impacted City Department and stakeholders at initiation of the Schematic Design Phase to understand and address all expected outcomes of the Project, 3) meet with each impacted City Department and stakeholders at initiation and completion of the Design Development Phase, 4) coordinate all design work efforts with the City’s Engineering Department, 5) meet with each impacted City Department and stakeholders at completion of the Construction Documents Phase to review the final design and probable construction cost estimates.

Schematic Design Phase

1. Schedule meetings with Stakeholders

2. Site and Plan research. Identify data needs. Collect, measure and create additional data necessary for each Project.

3. Evaluate current facility use and develop three alternative design options to enhance the facility functionality.

4. Evaluate and present solutions for Americans with Disabilities Act (ADA) access and restrooms for the Project.

5. Develop draft initial construction cost estimates for each alternative.

6. Present the findings of the Schematic Design phase to the Stakeholders and facilitate the selection of the preferred alternative. This effort will include a presentation to the City Council.

7. Provide deliverables for City review. Address City comments.

Design Development Phase

1. Based upon the Schematic Design phase, further develop the preferred alternative for the final design of each Project.

2. Conduct the required technical analyses for the Project including, but not limited to, structural engineering and mechanical, electrical and plumbing engineering. 273
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3. Develop the draft design plan set necessary to accomplish the Project.

4. Develop the first draft of Technical Specifications.

5. Develop the probable construction cost estimate.

6. Meet with Stakeholders to review the completion of the Design Development phase including the selection of seating, fixtures, finishes, lighting system and integration of new technology for presentations and for “over the air” and online broadcasting. This effort will include a presentation to the City Council.

7. Provide deliverables for City review. Address City comments.

Construction Documents Phase

1. Based upon the approval of the Design Development phase, prepare the final plan set construction documents for the Project.

2. Prepare the final set of design support documents/calculations for the Project.

3. Prepare the final Technical Specifications in support of the Project.

4. Assist the City in preparing the Bid Set of Plans and Specifications for the Project. This is to include, in addition to the Technical Specifications, providing a Project Description, a Scope of Construction description, and a Unit Price Bid Schedule.

5. Provide deliverables for City review. Address City comments.

Building Department Plan Check

1. Prepare plans and supporting documents for submittal to the City of Adelanto Building Department for Plan Check.

2. Diligently prosecute the plan check process to successful completion, to the point of permit issuance. Allocate three weeks for the initial Building Department plan check timeframe. Allocate two weeks for each subsequent Building Department plan re-check timeframe.

3. Timely address all plan check comments and fully document all plan and document revisions made in response to the plan check.

4. As needed, modify the construction set of plans and specifications to match any changes developed through the Building Department plan check process.

Bid Support Services

1. Timely respond to bidder RFIs and/or errors identified in the as-bid Construction Documents.

2. Review and analyze the bid results. Perform a construction cost comparison of all bids and compare to the Architect’s probable construction cost estimate.

3. Confer with the City on the bid results and the identification of the lowest responsible and responsive bid.

Construction Support Services
The Consultant shall be available to assist the City with RFP support throughout the Bidding and Construction phases. The Consultant shall be available to answer any 274
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technical questions from prospective bidders. After the bid is awarded, the Consultant shall continue to support the City through the Construction phase by responding to RFIs and Submittals. RFIs and Submittals shall be fully responded to by the Consultant within 10 working days of email issuance of the request from the City to the Consultant.

The Consultant shall provide Drawings of Record (as-built) plans of the final constructed project pursuant to modifications made at the time of construction per the redlined comments provided by the Contractor, per any revisions to the Plans made by the Architect during construction and per construction observations made by the Architect. At the end of the project, provide a complete set of as-built/record drawings. The as-built drawings shall be provided to the City and approved prior to the release of the final payment.

The City will be the owner of all original drawings, documents, and digital information. All digital and or computer-generated drawings shall be the property of the City and a copy shall be submitted to the City electronically in AutoCAD and PDF formats.

The City expects to contract with a separate firm to provide Construction Management and Inspection for the project, however, the Architect shall perform construction observations on a regular basis.

Plans Format
All plans must conform to the City of Adelanto’s title block and standard notes.

Specialized Survey
If required the Consultant will be responsible but not limited to conduct:

1. Asbestos Survey

2. Lead Survey for paint removal

3. Mold survey
IV. PROPOSAL FORMAT
The proposal shall consist of two parts; a Technical Proposal and Fee Schedule.

Proposals must be typed or printed legibly in ink. Mistakes may be crossed out with corrections typed or written adjacent thereto and initialed in ink by the individual(s) signing the proposal.

Proposals are to be prepared in such a way as to provide a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. 275
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Each section of the Technical Proposal shall be tabbed per the numbering system shown below.

A. Technical Proposal
Table of Contents
Clearly identify all material contained in the Technical Proposal by tabbed section, sub-section, and page number. All pages of the Technical Proposal, including enclosures, attachments, exhibits, or any other supplemental information must be clearly and consecutively numbered and tabbed accordingly.

Tab 1 - Cover Letter
The Cover Letter shall be on company letterhead, signed by a duly authorized officer, employee, or agent of the Consultant. The Cover Letter should be addressed to
Jessie Flore, City Manager
shall include the following information:

An introduction of the Consultant including: legal name; address and telephone number of office headquarters, along with the local office; type of business entity [sole proprietor, partnership, or corporation (including state of incorporation)]; and date founded.

Describe the proposed management approach and scope of work for the Project in terms of communication, coordination, meetings, work assignments, document management, and control, work execution, technical services, and quality assurance/control. Detail the experience of the Consultant firm in conducting work of comparable scope and nature and qualifications of key personnel of the primary firm and any sub-consultants who will participate in the Project. The following specific items shall also be included in the Proposal.

A statement that Consultant has read and understands the RFP in its entirety, including, without limitation, the scope and nature of the work, all appendices, attachments, exhibits, schedules, and addendum, as applicable. Should the Consultant have any objections to the RFP, they must be clearly stated in the Cover Letter, specifically referencing the section number, paragraph, and page number of the objection. However, making an objection does not relieve the Consultant from complying with the requirements of the RFP.
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Tab 2 - Statement of Qualifications
Provide precise information regarding the qualifications and experience of the proposed Architect/Project Manager that will be available during the Project duration. The statement of qualifications shall include the names, qualifications and proposed duties of the Consultant’s staff to be assigned to the Project; a listing of similar projects recently completed including the client/agency name, as well as the name, title, telephone, and e-mail address of the contact person most familiar with the similar work. These references will be checked and may affect the award of the contract. City of Adelanto projects or staff will not be accepted as references. The City of Adelanto reserves the right to contact any of the organizations or individuals listed or any others that may stem from the inquiry.

Tab 3 – Understanding of Scope of Services
Describe in detail your understanding of the scope of services to be performed including a description of the proposed work program and techniques to complete the scope of services. The work plan should demonstrate the Proposer’s ability to conduct the building renovations design services in a professional, timely, and efficient manner. The work plan should elaborate on the execution of each scope of work task, and identify an approach to key challenges, deliverables, and quality assurance/control.

Tab 4 - Consultant Team
Identify the principal staff and support staff who will be performing the work required, and be on City Hall premises on a weekly basis. Include an organizational chart if necessary. Provide a work history resume for each of the staff, including applicable training, licensing, and/or certifications, descriptions of projects worked upon, dates, project costs, and duties performed by the individual on the projects.

Resource Allocation Matrix – Submit a detailed resource allocation matrix of Consultant staff (job title only) and sub-consultant hours based on the major phases/sequencing of design for the anticipated Project schedule. The resource allocation matrix must be submitted with the Proposal and shall correlate with the overall organizational staffing plan for the Project. Failure to do so will result in the Consultant’s Proposal being deemed incomplete and it will not receive further consideration. If one (1) or more of the Consultant’s staff should become unavailable, the Consultant may substitute other staff of at least equal competence only after prior written approval by the City. The Consultant acknowledges and understands that the Consultant will not be allowed to change any subconsultant without written permission from the City.
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Tab 4b - Sub-Consultants
If sub-consultant(s) are proposed, provide the name, address and telephone number of the sub-consultant, the type of work to be performed, and the percentage of the total work of the proposal. Submit the name(s) of specific staff to be assigned to this project. Provide a work history resume for each of the key personnel, including applicable training, licensing, and/or certifications, descriptions of similar work, dates, and duties performed by the individual on the projects.

Tab 5 - Consultant References
Provide a minimum of two (2) references of recent demonstrated experience in providing consulting services similar in nature and size to the Scope of Work, and include any government references. Provide a short description of the work performed, dates of service, names, addresses, telephone numbers, fax numbers, locations, remedies, and contract amount.

Tab 5b - Sub-Consultant References
If sub-consultant(s) are proposed, provide references of recent demonstrated experience in providing consulting services similar in nature and size to the Scope of Work, and include any recent government references. Provide a short description of the work performed, dates of service, names, addresses, telephone numbers, fax numbers, locations, remedies, and contract amount.

Tab 6 - Addenda
Include signed addenda in chronological order, as applicable.

B. Fee Proposal
Fee schedule of the project, including numbers of hours, sub-consultants, and other direct costs shall be listed by item and phase. In addition, a current hourly fee schedule shall be included along with a “Not-to-Exceed” or a “Lump Sum” total project fees.

An hourly rate and reimbursement schedule, valid for the entire contract period, for each classification of firm personnel assigned and for each classification of anticipated reimbursements, as follows:

1. Company Title

2. Staff Person Name

3. Professional Certifications (if any)

4. Standard Hourly Billing Rate*
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*Standard Hourly Billing Rates shall be based upon a 7:00AM - 6:00PM work schedule typical to a 4/40 work week.

If selected contract can be awarded on lump sum basis depending on the project needs.

Other:

It is the responsibility of the consultant and/or individual to inquire about any requirement of this RFP that is not understood. Responses to inquiries, if they change or clarify the RFP in a substantial manner, will be forwarded by Addenda to all parties that have received a copy of the RFP. The Addenda will be posted on the City website under the Department of Public Works and on Planet Bids.

The City will not be bound by oral responses to inquiries or written responses other than the Addenda.

Inquiries about the RFP must be made to:

Saba Engineer
Email: [email protected]
V. PROPOSAL SUBMISSION
The deadline for submitting a proposal electronically is 5:00 pm on July 25, 2024.

Any proposals received after this time will not be accepted.

The Technical Proposal should be signed. Technical and fee proposals should be submitted electronically via email at
[email protected]
Faxed proposals will not be accepted. .

VI. SELECTION PROCESS
A. Evaluation
Fee Proposals will remain sealed and held until all responsive Technical Proposals are evaluated and ranked. The evaluation process will be as follows:

1. A panel designated by the City will perform an evaluation and assign a score to each responsive Technical Proposal.

2. If necessary, Interviews may be conducted by a panel designated by the City at its discretion with the three top ranked consultants. Upon the conclusion of the 279
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interviews, the panel will evaluate the participating Consultants and assign an interview score to each.

3. Once the ranking of the Consultants has been determined, the Fee Proposals of the top three ranked firms will be opened by the Contact or his/her designee. Thereafter, the City may begin negotiations (if required) with the Consultant obtaining the highest combined score. Should negotiations with the highest ranked Consultant fail, the City will cease further efforts in reaching an Agreement and commence negotiations with the Consultant who received the next highest score. The City will continue negotiations with Consultants in order of the next highest ranking until negotiations are successful.

4. Upon selection of the successful Consultant, City staff will make recommendations for award to the City Manager and City Council. Award of this service is subject to City Council approval.

5. The selection process will conclude upon execution of a Professional Services Agreement ("PSA"). The selected Consultant will be required to execute a PSA in the form as prescribed by the City, and to comply with all terms and conditions contained therein.

B. Selection Criteria
Proposals will be evaluated against the criteria listed below:

1. Understanding (30%): Understanding of the Scope of Work; demonstrated knowledge of the work; identification and knowledge of Federal, State, County, City, and other agency requirements, as applicable to the requested services.

2. Approach (20%): The methodology and systems reflecting the ability to provide the requested services; thorough discussion of objectives; sensitive approach to public and regulatory concerns; management, coordination of services and quality controls; attention to detail and creativity.

3. Experience (35%): The technical expertise and professional competence in areas directly related to this RFP; for each proposed candidate required number of years of experience in performing similar work; demonstrated ability to manage and coordinate the services, deliver quality products/services, be a reliable service provider, stay within budget, and meet deadlines; level of experience and training of key personnel assigned, including sub-consultants, if applicable; strength and stability of the firm; breadth and depth of resources.

4. References (15%): References will be verified and all responses considered. 280
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VII. QUESTIONS
All questions regarding this RFP shall be submitted by email to: Saba Engineer, via email at: [email protected]. The date and time when questions must be submitted by are shown in “Section V – Selection Process” of this RFP.

VIII. SUBMITTAL PROCEDURES
Submittals shall comply with all conditions, requirements and specifications contained herein, with any departure constituting sufficient cause for rejection of the proposal at CITY’s sole discretion. Any and all costs incurred in the preparation and presentation of this submittal shall be borne solely by the respondent. All submittals received shall become the property of CITY and will not be returned.

Proposals must be submitted electronically at
[email protected]
IX. REVIEW OF AGREEMENT FOR PROFESSIONAL SERVICES
The CITY Agreement for Professional Services is attached for review and comments.

Please indicate if the proposed agreement is acceptable to your firm and, if not, what specifically is not acceptable with your firm's proposed changes.

X. GENERAL ADMINISTRATIVE INFORMATION

1. Each respondent understands and agrees that CITY, its departments, their officers, employees or agents shall not be liable for:
a) Any costs incurred by a respondent in the preparation, delivery or presentation of a proposal.
b) Any costs incurred by a respondent in meeting the criteria as a result of making or submitting a proposal or subsequently in entering into a formal agreement with CITY; and
c) Any errors, inaccuracies or misstatements related to the information or data supplied to any consultant by CITY. The use of such information or data provided by CITY, its officers, employees or agents is intended to be used at the sole discretion and risk of the firm in the preparation of a proposal pursuant to this RFP only.

2. The selected firm shall comply with any and all applicable Federal and State laws pertaining to employment.

3. CITY reserves the right to accept, reject, modify or cancel in whole or in part, this RFP.

4. CITY reserves the right to accept or reject any or all proposals, negotiate modifications to proposals that it deems acceptable, to request and consider additional information from any proposer, and to waive minor irregularities and 281
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technical defects in this proposal process. CITY reserves the right to seek new proposals when it determines that it is in the best interest to do so.

XI. AUTHORITY TO WITHDRAW
CITY reserves the right to withdraw this RFP without prior notice. CITY makes no representation that any agreement will be awarded to any firm as a result of having responded to this request. CITY expressly reserves the right to reject any and all proposals in response to this RFP without indicating a reason for such rejection. All costs incurred in the preparation of the proposal, submission of information and/or selection of a proposal prior to the award and/or execution of a signed contract shall be borne by respondent. All proposals submitted to CITY in response to this RFP shall become the property of CITY, shall be considered public information, and will not be returned.

XII. AWARD CONTRACT
The CITY may award a contract to more than one firm. The contract will be based upon the negotiated specific rates of compensation.

ATTACHMENTS:

A. City Professional Service Agreement Sample
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ATTACHMENT A

CITY PROFSSIONAL SERVICE AGREEMENT SAMPLE
2024

PROFESSIONAL SERVICES AGREEMENT
(Engagement: INSERT ENGAGEMENT)
(Parties: INSERT CONSULTANT NAME and City of Adelanto)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of __________________ 2022 (hereinafter, the “Effective Date”) by and between the CITY OF ADELANTO, a municipal corporation (hereinafter, “CITY”) and INSERT CONSULTANT NAME, (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires professional consulting services INSERT THE KIND OF SERVICES REQUIRED; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and WHEREAS, the execution of this Agreement was approved by the Adelanto City Council at its Regular Meeting of ___, 2022.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

ENGAGEMENT TERMS

1.1SCOPE OF WORK:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled “INSERT TITLE OF REQUEST FOR PROPOSALS”, (hereinafter, “CITY RFP”) and the written proposal of CONSULTANT entitled “INSERT TITLE OF PROPOSAL” (hereinafter, the “CONSULTANT Proposal”) dated INSERT DATE OF PROPOSAL. The CITY RFP and the CONSULTANT Proposal are 283
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attached and incorporated hereto as Exhibit “A” and “B” respectively. The term “Scope of Work” shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL. The capitalized term “Work” shall be a collective reference to all the various services and tasks referenced in the Scope of Work.

In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

B. IF NO RFP ISSUED: Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain proposal of CONSULTANT entitled “INSERT TITLE OF PROPOSAL” dated INSERT DATE OF PROPOSAL (hereinafter, the “CONSULTANT Proposal”) which is attached and incorporated hereto as Exhibit “A”. CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”

1.2PROSECUTION OF WORK:

A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within three (3) calendar days of CITY’s issuance of a Notice to Proceed. CONSULTANT shall complete the various tasks identified in the Scope of Work within the timeframes set forth in the Scope of Work and shall complete all of the Work by or before INSERT COMPLETION DATE (the “Completion Date”);
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
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similar taxes required by law.

1.3COMPENSATION: CONSULTANT shall perform the Work in accordance with “INSERT TITLE OF COMPENSATION DOCUMENT” (hereinafter, the “COMPENSATION RATE”).

The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of INSERT WRITTEN AMOUNT ($ INSERT NUMBER) (hereinafter, the “Not-to-Exceed Sum”) during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.4PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section

1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.5ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s 285
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cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1CITY’S REPRESENTATIVE: The CITY hereby designates INSERT CITY REPRESENTATIVE (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.

2.2CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates INSERT CONSULTANT REPRESENTATIVE, to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by CITY Representative or their designees.

2.4STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative; C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
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D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;
E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion.

The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that 287
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it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.

2.7CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT’s strict supervision.

CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.8REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, 288
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such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.

2.9COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.

2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article.

CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability. 289
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B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or selfinsurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

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Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work. Upon CITY’s written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law.

CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein. Notwithstanding the foregoing, to the extent CONSULTANT’s services are 291
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subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article, or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.6 CITY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined 292
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to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

4.8 [ONLY USE IF FOR DESIGN PROFESSIONALS]WORK OF CONSULTANT’S DESIGN PROFESSIONALS SERVICES: The duty to indemnify, defend and hold harmless as set forth under this subsection shall apply to the negligence, recklessness or willful misconduct of any individual who qualifies as a “design professional” within the meaning of subsection (c)(2) of Section 2782.8 of the California Civil Code in so far as such negligence, recklessness or willful misconduct occurs in the performance, work or activities that must be performed by a “design professional.” Subject to the limitation of the preceding sentence, to the fullest extent permitted by law, CONSULTANT shall immediately defend and indemnify and hold harmless the CITY Indemnities, defined above, from and against any and all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT’s officers, employees, servants, agents, contractors, subcontractors or authorized volunteers or any other person or entity involved by, for, or with or on behalf of CONSULTANT in the performance of design professional services under this Agreement. The Parties understand and agree that the duty of CONSULTANT to indemnify, defend and hold harmless pursuant to this subsection includes the duty to defend as set forth in Section 2778 of the California Civil Code. CONSULTANT’s obligation to indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, then CONSULTANT’s indemnification obligation shall be reduced in proportion to the established comparative liability.

4.9 WORK OF ALL OTHER PERSONS/NON-DESIGN PROFESSIONALS: Except as otherwise provided under Section 4.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature to the extent caused by CONSULTANT’s negligent performance under this Agreement, including but not limited to the negligent acts, errors or omissions of CONSULTANT or CONSULTANT’s officers, employees, agents, servants, contractors, subcontractors or subconsultants or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify, defend and hold harmless under this subsection shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cost caused by the 293
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negligence or willful misconduct of any or all of the CITY Indemnitees. The duty to indemnify, defend and hold harmless as set forth under this subsection is intended to encompass liabilities, losses, damages, expense and costs not otherwise subject to subsection 4.2, above.

4.10 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

4.11 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, the obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and authorized volunteers.

4.12 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and authorized volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.13 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

4.14 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, the duties to indemnify, defend and hold harmless as set forth under this Section, shall survive the early termination or normal expiration of this Agreement and shall be in addition to any other rights or remedies which the CITY may have at law or in equity. 294
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V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C, below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT will cure the Event of Default within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, 295
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CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY will cure any Event of Default asserted by CONSULTANT within forty-five (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s 296
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Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any 297
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unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement.

No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data.

CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement.

CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY. 298
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6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

INSERT CONSULTANT NAME

INSERT ADDRESS
Attn: INSERT PERSON OF

CONTACT NAME
Phone: INSERT PHONE NUMBER
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: INSERT DEPARTMENT
Phone: (760) 246-2300
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another, and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, 299
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any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for 300
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convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.16, above.

6.20 FORCE MAJEURE: The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF ADELANTO:

By:_______________________________
Name:____________________________
Title:____________________
Date:_____________________
APPROVED AS TO FORM:

By:____________________________
Marc Tran, City Attorney
CONSULTANT NAME:

By:_______________________________
Name:____________________________
Title:____________________
Date:_____________________
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303
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PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR

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EXHIBIT “A”

CITY RFP
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EXHIBIT “B”

CONSULTANT PROPOSAL
305
CITY OF Rosemead

COST PROPOSAL
City of Adelanto

PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
City Council Chamber Remodel
July 25, 2024
iARCH
306
ii | P a g e Director/
QA QC
Project
Manager/
Sr. Architect
Project
Architect
STRUCT
Engineer
ELECT
Engineer
PLUMB
Engineer
MECH
Engineering
Acoustic
Engineer
Sr. Job
Capitain Cost of Tasks
$220 $190 $190 $190 $190 $190 $190 $190 $150
Design Development Through Construction Documents
Project Management 16 $3,040
Agency Coordination 4 $760Schematic Design 2 16 8 8 8 8 8 20 $14,080 Design Development 2 16 8 16 16 16 16 20 $20,160Construction Documents 2 16 8 16 16 16 16 20 $20,160 Bid Support Services 4 2 2 2 2 4 $2,852Construction Support Services 8 2 4 2 4 4 $4,260 Enviromental Testing & Report $15,738
$81,050

BIDDING AND CONSTRUCTION PHASE
Tasks
Negotiated Architectural Services Fee
City of Adelanto City - Council Chamber Remodel
Tasks and Hours
Total Proposal
Infrastructure Architects, Inc.
307
iii | P a g e
308
CITY OF Rosemead
Project Schedule
City of Adelanto

PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
City Council Chamber Remodel
July 25, 2024
iARCH
309
ii | P a g e 1 2 3 4 1 2 3 4 1 2 3 4 5 1 2 3 4 1 2 3 4 1 2 3 4 5 Project Contract NTP
Research & Base Plan Preparation
Schematic DesignCity Review
Construction Documents - 60% Plans Submittal
City ReviewConstruction Documents - PS&E - Final
Bidding Process and iARCH Bid AssistantConstruction Award and Construction Support Services
December Jaunary
City of Adelanto - City Council Chamber Remodel

WORK SCHEDULE
Tasks
August September October November
310

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: August 14, 2024
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Brenda Lopez, CMC, City Clerk
SUBJECT: APPROVAL OF CONTRACT BETWEEN THE CITY OF ADELANTO THE ADELANTO PUBLIC

UTILITY AUTHORITY AND AJ&E JANITORIAL SERVICES
STAFF RECOMMENDATION:

Staff recommends that approve the contract with AJ&E Janitorial Services, in an amount not to exceed $45,000 a year for three years.

BACKGROUND:

FISCAL IMPACT:

The total cost for the three-year contract is not to exceed $135,000, with an annual cap of $45,000.

The costs for the City Hall cleaning portion will be split between the General Fund and the APUA ATTACHMENTS:

1. Contract Services Agreement
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CITY OF ADELANTO

City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

SECTION 1. SERVICES.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, 312
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the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its 313
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obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier, hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance. The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Administrator 314
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in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This amount is reflective of a three year agreement at $45,000 per year. This compensation may be administratively adjusted pursuant to 315
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Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

Invoices shall be submitted to:

City of Adelanto
Attn: Accounts Payable
11600 Air Expressway
Adelanto, CA 92301
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2.5 Not Applicable.

2.7 Hourly Fees. Fees for the Services performed by Contractor on an hourly basis shall not exceed the amounts shown on Exhibit A.

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

2.11 No Waiver. Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 317
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SECTION 3. FACILITIES AND EQUIPMENT.

3.2 Not Applicable.

3.3 Not Applicable.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

4.1 Workers’ Compensation. Contractor 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 Contractor pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance 318
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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, Contractor 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 Contractor, 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. Pursuant to California Labor Code Section 1860, Contractor is required to secure the payment of compensation to Contractor’s employees. Pursuant to California Labor Code Section 1861, Contractor hereby submits to City the following:

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, 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, leased, 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 including “any auto” and endorsement CA 0025 or equivalent). 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.
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(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.4 Not Applicable.

4.5 All Policies Requirements.
a. Verification of Coverage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all 320
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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: Janitorial 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 Contractor.
b. Notice of Reduction in or Cancellation of Coverage. Contractor 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, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. 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 Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor 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. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self-Insured Retentions. Contractor 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, Contractor may increase such deductibles or self-insured 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 Contractor 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.
e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each 321
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subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. 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.

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, Contractor 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 322
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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 costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor 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 Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor 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. Contractor 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 Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall 323
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not be liable for compensation or indemnification to Contractor 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, Contractor 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. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

SECTION 7. LEGAL REQUIREMENTS.

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

7.3 Prevailing Wages. Contractor 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. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California 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, Contractor shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of California 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 Contractor’s failure to pay prevailing wages. 324
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b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California 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. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(ii) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system. (iii) Pursuant to California Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to California 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 California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor 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 California Labor Code.
(vi) Contractor is aware of and will comply with the provisions of California 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 Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement.
(vii) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor 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 Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a 325
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public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor 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 Contractor 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 California 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 Contractor or any party performing the Services to provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.6 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment 326
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shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

SECTION 8. TERMINATION AND MODIFICATION.

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

8.4 Administrative Change Orders. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor with 327
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compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. All other extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, 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 Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or 328
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d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.5 Confidentiality. City and Contractor 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. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the 330
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opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein. Contractor 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.

SECTION 10. MISCELLANEOUS PROVISIONS.

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.

10.6 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 Contractor Principals and Representatives. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
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(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

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

AJ&E Janitorial Services
Attn: Mary Manzo
2942 Bangor Avenue
Highland, CA 02346
Any written notice to City shall be sent to the Contract Administrator at:

City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Jessie Flores
with a copy to:
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City Clerk
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

10.12 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.

10.18 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]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF ADELANTO
Gabriel Reyes, Mayor
Attest:

Brenda Lopez, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

EXHIBIT A

The Contractor’s Proposal and the Scope of Work to be performed is attached to this Exhibit A.

ADELANTO PUBLIC UTILITY AUTHORITY
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: August 14, 2024
TO: Honorable Mayor and City Council Member
FROM: Jessie Flores, City Manager
BY: Jessie Flores, City Manager
SUBJECT: APPROVE LAYNE CHRISTENSEN COMPANY PROPOSAL TO PURCHASE AND INSTALL SIX ADDITIONAL ACTUATORS TOTALING $58,637.46.

STAFF RECOMMENDATION:

Staff recommends the City Council approve the proposal from LAYNE CHRISTENSEN COMPANY to purchase and install six (6) actuators for new 10" and 14" valves at the Adelanto Treatment Plant, in the amount of $58,637.46 per Adelanto Municipal Code 3.10.270(B).

BACKGROUND:

The current actuators at the Adelanto Treatment Plant have experienced multiple failures, making their replacement necessary. After extensive consultations with various vendors, it was determined that purchasing and installing new actuators is the most practical solution. To expedite the project, additional personnel will be hired to install the valve actuators and remove the old valves and actuators.

A sole source quote for the purchase and additional labor actuals are attached for reference. According to Adelanto Municipal Code 3.10.270(B), an exception from competitive bidding is allowed when the desired commodity can only be obtained from one vendor. Therefore, staff recommends approving the purchase and installation of actuators from Layne Christensen Company for the proposed amount of $58,637.46.

FISCAL IMPACT:

Funds will come from the APUA’s Capital Improvement budget.

ATTACHMENTS:

A. Invoice # 2716549
B. Proposal for Additional Labor Actuals # CPM202434
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Inv No.:

WO#:

Sold To:

LAYNE JOB #:

INVOICE

INV DATE DUE DATE ACCOUNT MANAGER PROJECT MANAGER TERMS

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Adelanto City CouncilAugust 14, 2024

Adelanto City Council
August 14, 2024