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
April 9, 2025
City Council
Gabriel Reyes, Mayor
Daniel Ramos, Mayor Pro Tem
Stevevonna Evans, 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: 11:00 a.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:
1-669-900-6833
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
April 9, 2025
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
April 9, 2025
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us TIME: _____________
ROLL CALL: Councilor Evans ________
Councilor Meza ________
Councilor Uptergrove ________
Mayor Pro Tem Ramos ________
Mayor Reyes ________
INVOCATION:
FLAG SALUTE: ______________________
1. City Manager to announce if there is any addition/removal of items from the agenda.
C. APPROVAL OF AGENDA
M__________________S__________________ACTION___________ D. CITY MANAGERS ANNOUNCEMENTS AND REPORT
E. CITY COUNCIL ANNOUNCEMENTS AND REPORTS
A. CALL TO ORDER—REGULAR MEETING
B. DELETIONS/ADDITIONS TO AGENDA
3 REGULAR MEETING
April 9, 2025
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us F. PRESENTATIONS
1. Presentation to Mrs. Pinkerton.
G. PUBLIC COMMUNICATIONS
PUBLIC COMMENT: OPEN: CLOSED:
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 take action on an item not appearing on the agenda
H. 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 Commercial and residential Monthly Report.
3. Receive and File Community Safety Annual report.
4. Approval of an additional amendment to the As-Needed Building and Safety Services contract with Infrastructure Engineers (IE) in the additional not to exceed amount of $301,896.
5. Approval of purchase of Hybrid and Electronic vehicles using Mojave Air Quality Management AB 27466 Grant Monies.
4 REGULAR MEETING
April 9, 2025
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us
6. Approval of 2nd reading of Ordinance No.655
Ordinance No. 655
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ADELANTO,
COUNTY OF SAN BERNARDINO, AMENDING ADELANTO MUNICIPAL
CODE SECTIONS 2.04.010 AND 2.04.020 REGARDING REGULARLY
SCHEDULED CITY COUNCIL MEETINGS
7. Approval of Warrant Demand Schedule 24/25-25-10-01:
a. City of Adelanto Check Warrant No. 151044 through 151055 in the total amount of $14,001.95
b. City of Adelanto EFT No. 3565 through 3665 in the total amount of $2,129,911.40 M__________________S__________________ACTION________________ I. 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:
1. Waiver of Full Reading of Ordinances. Proposed action to waive full reading (except title) of all ordinances appearing on this APUA agenda as authorized by Government Code Section 36934, unless otherwise directed by the APUA.
2. Approval of Amendment No. 6 to the Professional Consultant Services agreement with Ideate to extend the agreement for one year.
M__________________S__________________ACTION_______________ J. NEW BUSINESS
PUBLIC COMMENT: OPEN: CLOSED:
1. DISCUSSION ITEM - STATE OF THE CITY. (MAYOR REYES)
RECOMMENDATION: Staff recommends that the City Council discuss and provide feedback to City Staff.
M__________________S__________________ACTION____________________ 5 REGULAR MEETING
April 9, 2025
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us PUBLIC COMMENT: OPEN: CLOSED:
2. DISCUSSION ITEM - COMMUNITY EVENTS. (MAYOR PRO TEM RAMOS) RECOMMENDATION: Staff recommends that the City Council discuss and provide feedback to City Staff.
M__________________S__________________ACTION____________________ PUBLIC COMMENT: OPEN: CLOSED:
3. DISCUSSION ITEM - COMMUNITY GARDEN (CITY MANAGER FLORES) RECOMMENDATION: Staff recommends that the City Council discuss and provide feedback to City Staff.
M__________________S__________________ACTION____________________ K. ITEMS REMOVED FROM THE CONSENT CALENDAR
L. 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 M. 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 take action on an item not appearing on
6 REGULAR MEETING
April 9, 2025
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us N. ADJOURNMENT
The next Regular Meeting of the City Council will be held on April 23, 2025 at 11:00 a.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 APRIL 3, 2025, 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, CMC
O. DECLARATION OF POSTING
7 REGULAR MEETING
April 9, 2025
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 8 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
April 9, 2025
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
Open Session – 11:00 a.m. Passcode: 7601
Dated: April 3, 2025 Brenda Lopez, City Clerk, CMC
9 CITY COUNCIL AGENDA REPORT
DATE: April 9, 2025
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 10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
CITY COUNCIL AGENDA REPORT
DATE: March 25, 2025
BY: Jerry Sanders Community Safety Officer
Community Safety yearly report for 2024.
Community Safety Calls Received 4087
Submitted on line 870
Citations Issued 517 totaling $424,550.00
CODE ENFORCMENT:
Property Inspection: 1070
Apartment Inspections: 82
Notice of Violations Beautification: 847
Uninhabitable Buildings
Demolished 7
Repaired 12
Parking Notices issued: 481
Vehicles Complied 410
Vehicles Towed 73
Community Clean up Events 3
Citizens Attended 817
Waste Collected
Trash 175.98 tons
Metal 22.8 tons
Tires 10.62 tons
Green Waste 14.25 tons
ANIMAL CONTROL:
Animals Picked Up 902
Return to Owner 36
Owner surrender 37
Animal bite reports taken: 28
Dog License Sold/Renewed 230
Vaccination Clinics 3
Dogs Vaccinated 300
Cats Vaccinated 51
Microchips 224
32 FOOD VENDORS
Unpermitted food vendors cited 15
Vendor Permits issued 3
FEES COLLECTED
Citation/Notice of Pendency Fees Collected $ 84,672.78
33 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: April 9, 2025
TO: Honorable Mayor and City Council Member
FROM: Jessie Flores, City Manager
BY: Diana Gunn, Finance Manager
SUBJECT: APPROVE AMENDMENT FOUR TO THE AS NEEDED BUILDING AND SAFETY
SERVICES CONTRACT TO INFRASTRUCTURE ENGINEERS IN THE ADDITIONAL NOT TO EXCEED AMOUNT OF $301,896
STAFF RECOMMENDATION:
Staff recommends City Council approve an additional amendment to the As-Needed Building and Safety Services contract with Infrastructure Engineers (IE) in the additional not to exceed amount of $301,896.
BACKGROUND:
In 2022 the City of Adelanto advertised for Professional Services related to Building and Safety services.
On July 13th, 2022, the City of Adelanto entered a contract with Infrastructure Engineers(“IE”) for Building and Safety services to administer the City of Adelanto’s (“the City”) building and construction inspection needs. The City executed a one year extension on August 23, 2023. On October 9, 2024, the City Council approved a third amendment to the IE contract to extend the service term to June 30, 2025, with a compensation cap of $825,000. Maintaining building standards and ensuring that structures adhere to the City’s prescribed regulations is a vital aspect of effective governance.
As the City anticipates continuing increased activity in areas such as housing, commercial development, solar farms, and distribution hubs, driven by ongoing economic growth, we also expect a corresponding increase in revenue through these developments. This increase to the contract value is needed to support the increased development activity in the city. Increased fees paid to Bowman are negated by increased revenue collected by the city. The net effect is $0.
FISCAL IMPACT:
The fiscal impact of payment to Consultant is $301k, which is offset by expected increased collection by the City.”.
ATTACHMENTS:
A. Amendment 4
B. Amendment 3
C. Amendment 2
D. Original Contract
E. Contract Billing Analysis
34 CITY OF ADELANTO
AMENDMENT NO. 4 TO
PROFESSIONAL SERVICES AGREEMENT – AS NEEDED, ON-CALL BUILDING
AND SAFETY SUPPORT SERVICES
This is Amendment No. 4 (“Amendment No. 4”) to that certain Professional Service Agreement – As Needed, On Call Building and Safety Support Services (“Agreement”) made on July 13, 2022, and amended via Amendment No. 1 on August 23, 2023, between the City of Adelanto (“City”) and Infrastructure Engineers (“Consultant”). This Amendment is made and entered into on April 9, 2025, to extend the term of the Agreement until the of the fiscal year, June 30, 2025.
1. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall end on June 30, 2025, unless the term of the Agreement is otherwise terminated or extended as provided for in Section V.5.1. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section V.
3. SECTION 1.4, “Compensation” is amended to include the following to read as follows:
SECTION 1.4. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed THREE HUNDRED ONE THOUSAND EIGHT HUNDRED NINETY SIX DOLLARS ($301,896) (the “Annual Not-to-Exceed Sum”) 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 for the time period from July 1, 2024, to June 30, 2025. Consultant shall be paid at the same hourly rates currently paid by the City. This Annual Not-to-Exceed Sum is merely a maximum budgeted sum authorized by the City, and the actual amount of compensation will be based upon the amount of hours worked at the current hourly rates (along with reimbursable costs). Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in 35 AMENDMENT NO. 4
advance by City, Consultant shall not bill City for duplicate services performed by more than one person.
4. All other terms and conditions of the Agreement remain in full force and effect.
5. This Amendment No. 4 maybe executed in multiple counterparts, each of which shall be an original and all which together shall constitute one agreement.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.
(Signatures on Following Page)
36 AMENDMENT NO. 4
“
CITY OF ADELANTO CONSULTANT
__________________________ _________________________
Jessie Flores, City Manager Infrastructure Engineers
Sid Mousavi, Chief Executive Office
Attest:
___________________________
Brenda Lopez. City Clerk
Approved as to Form
___________________________
Todd Liftin, City Attorney
37 38
39 CITY OF ADELANTO
AMENDMENT NO. 2 T0
PROFESSIONAL SERVICES AGREEMENT — AS NEEDED, ON-CALL BUILDING
AND SAFETY SUPPORT SERVICES
This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Service Agreement — As Needed , On Call Building and Safety Support Services (“Agreement”) made on July 13, 2022, and amended via Amendment No. 1 on August 23, 2023, between the City of Adelanto (“City”) and Infiastructure Engineers (“Consultant”), which this Amendment No. 2 is made and entered into on June 26, 2024, to extend the term of the Agreement for one additional year:
1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.
Section 1.1, “Term of Services” is amended to read as follows:
E Term of Services. The term of this Agreement shall begin on July 1, 2024, and shall end on June 30, 2025, unless the term of the Agreement is otherwise tenninated or extended as provided for in Section V5.1. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section V.
SECTION 1.4, “Compensation” is amended to include the following to read as follows:
SECTION 1.4. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the “Annual Not-to—Exceed Sum”) 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 for the time period from July 1, 2024, to June 30, 2025. Consultant shall be paid at the same hourly rates currently being paid by the City. This Annual Not-to-Exceed Sum is merely a maximum budgeted sum authorized by the City, and the actual amount of compensation will be based upon the amount of hours worked at the current hourly rates (along with any reimbursable costs). 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.
4. All other terms and conditions of the Agreement remain in full force and effect. 40 41
CITY OF ADELANTO
AMENDMENT NO. 1 TO
AS 'NEEDED, ON CALL BUILDING AND SAFETY SUPPORT SERVICES This is Amendment No. 1 ("Amendment No. 1") to that certain AS NEEDED, ON CALL BUILDING AND SAFETY SUPPORT SERVICES ("Agreement") made on July 13, 2022, between the City of Adelanto ("City") and Infrastructure Engineers ("Consultant"), which this Amendment No. 1 is made and entered into on August 23, 2023, to EXTEND THE TERMS OF SERVICE AND INCREASE THE TOTAL COMPENSATION:
1. Capitalized terms used but not defined in this Amendment No. I shall have the meanings ascribed to them in the Agreement.
2. 1.1 TERM:
Term of Services. The term of this Agreement shall begin on July 1, 2023, and shall end on June 30, 2024, unless the term of the Agreement is otherwise terminated or extended as provided for in Section V.5.1. The time provided to consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section V.
3. 1.4 COMPENSATION:
Com2ensation. City hereby agrees to pay Consultant a sum not to exceed ONE MILLION TWO HUNDRED AND FIFITY THOUSAND DOLLARS ($1,250,000.00) notwithstanding any contrary indications that may be contained in Consultant's prnposal, 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 manlier specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.
Exhibit A, "Scope of Services" is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the "Scope of Services" is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, "Scope of Services", to the Agreement is amended to read as follows:
42 EXEEBIT A
SCOPE OF SERVICES
Contractor shall provide AS NEEDED ON-CALL BUILDING AND SAFETY SUPPORT SERVICES in the amount not to exceed ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLAR ($1,250,000.00) as further detailed in the following page(s).
4. All other terms and conditions of the Agreement remain in full force and effect.
5. 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)
AMENDMENT NO. 1
43 CITY OF ADELANTO: CONSULTANT NAME:
By:
Name: 1ese Flores Name: Sid Mousavi
Title: City Mananer Title:_ Chief Executive Officer
Date:
APPROVED AS TO FORM:
By : /
Todd Lit -fin/City-Attorney
AMENDMENT NO. 1
By:
Date:
- 3
44 CiIyof ilostro
2022
PROFESSIONAL SERVICES AGREEMENT
(Engagement: As-Needed, On-Call Building and Safety Support Services) (Parties: Infrastructure Engineers and City of Adelanto) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this 13th day of July 2022 (hereinafter, the "Effective Date") by and between the CITY OF ADELANTO, a municipal corporation (hereinafter, "CITY") and INFRASTRUCTURE ENGINEERS, (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 building and safety support services for CITY's Building Department and building and safety related services, tasks, and activities on an as-needed, task-order basis; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills, and training necessary to competently provide such professional building and safety support services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Adelanto City Council at its Regular Meeting of July 13, 2022.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I.
ENGAGEMENT TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through June 30, 2023 (hereinafter, the "Term"). The one-year Term of this Agreement may be annually and automatically extended by the CITY in its discretion, each year for an additional one-year extension, subject to its same terms and conditions, provided the CITY issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.
1.2 SCOPE 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 45 for Proposals of CITY entitled "REQUEST FOR PROPOSALS FOR CITY BUILDING AND SAFETY SERVICES", (hereinafter, "CITY RFP") and the written proposal of CONSULTANT entitled "PROPOSAL FOR CITY BUILDING AND SAFETY SERVICES" (hereinafter, the "CONSULTANT Proposal") dated June 6, 2022. The CITY RFP and the CONSULTANT Proposal are 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.
1.3 PROSECUTION OF WORK:
A. CONSULTANT shall perform the Work contemplated under this Agreement on an as-needed, as requested basis. Nothing in this Agreement shall be construed to grant CONSULTANT the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONSULTANT to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Work in the manner described below and such Work is in fact performed and completed by CONSULTANT and accepted by CITY. CITY requests for the performance of specific services or tasks contemplated under this Agreement shall be made in the form of a written task order(s) or work order(s) issued by the City Representatives (each such written request hereinafter referred to as a "Work Order"). Each Work Order shall include the following information:
1. A detailed description of the specific services or tasks requested;
2. The location of where the particular services or tasks are to be performed, if applicable;
3. A not-to-exceed budget for performing the services or tasks;
4. A timeline for completing the requested services or tasks;
5. Any other information CITY deems necessary and relevant to the requested services or tasks; and
6. The signature of one of the City Representatives, confirming that the services or tasks have been authorized by the City Representative.
B. CONSULTANT shall perform no Work under this Agreement without a written request from one of the City Representatives, containing the information set forth in Section 1.3(A), above;
2 46
C. CONSULTANT shall perform the Work continuously and with due diligence so as to complete the Work by the completion date indicated in each Work Order. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents;
D. 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; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees; and
CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONSULTANT shall perform the Work in accordance with "FEE PROPOSAL STAFF AUGMENTATION SERVICES" (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 annual budgeted sum of Seven Hundred and Fifty Thousand dollars ($750,000) (hereinafter, the "Annual Not-to-Exceed Sum") during the Term 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 Annual 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 Annual Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: The Annual Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONSULTANT will 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 monthly compensation is a function of hours worked by CONSULTANT's personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, 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.
1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate 3 47
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.
1.7 ABANDONMENT 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 cessation or abandonment.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVE: The CITY hereby designates JESSIE FLORES, CITY MANAGER (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.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates SID MOUSAVI, CHIEF EXECUTIVE OFFICER, 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.
2.3 COORDINATION 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.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
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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;
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; 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 5 49
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.
2.5 ASSIGNMENT: 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 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.
2.7 CONTROL 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 6 50
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.
2.8 REMOVAL 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, 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.
2.9 COMPLIANCE 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.
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 7 51
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 shall 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.
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 will 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 One Million Dollars ($1,000,000.00) 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.
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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 self-insurance 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.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this 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 lndemnitees") 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 9 53
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 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 lndemnitees 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 lndemnitees 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 10 54
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 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.
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 11 55
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, 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.
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CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (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 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
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
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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.
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 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 14 58
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.
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:
Infrastructure Engineers
3060 Saturn Street, Ste. 250
Brea CA 92821
Attn: Sid Mousavi, Chief Executive Officer
Phone: (714) 940-0100
CITY:
City of Adelanto
11600 Air Expressway
Adelanto, CA 92301
Attn: Brenda Lopez, City Clerk
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, forty-eight (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 15 59
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, 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.
16 60
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for 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)
17 61
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: CONSULTANT NAME:
By: ,/ ---
Name: Jessie Flores Name: Sid Mousavi
Title: City Manager Title: Chief Executive Officer
Date:
APPROVED AS TO FORM:
By:
Marc Tran, City Attorney
Date:
( a , Z2_-
18 62
EXHIBIT "A"
CITY RFP
19 63
EXHIBIT "B"
CONSULTANT PROPOSAL
20 64
Building Permit
Staff Billing Title 31-Mar 30-Apr 31-May 30-Jun 31-Jul 31-Aug 30-Sep 31-Oct 30-Nov 31-Dec 31-Jan 28-Feb Grand
Total
Average per
month
Building Official 17,360 19,685 19,375 16,430 20,925 18,910 17,515 22,320 17,205 13,485 17,980 17,825 219,015 18,251 Permit Technician 6,320 5,520 6,440 8,320 10,080 9,160 7,334 9,240 7,680 5,680 - 75,774 6,889 Building Inspector 16,000 18,000 17,000 15,000 18,000 17,000 16,000 18,000 13,000 12,000 15,000 15,000 190,000 15,833 Permit Technician 11,720 13,480 12,200 10,640 11,920 11,720 10,240 13,080 9,000 7,960 8,960 10,400 131,320 10,943 Engineering Plan Check Plan Check 37,027 14,972 1,620 1,040 - - 4,883 486 - 2,673 3,250 - 65,951 5,496 Building & Safety Plan Check Plan Check 25,162 38,221 21,862 24300.56 21727.39 24319.13 28,152 34,276 18,578 31,719 15,901 12,033 296,252 24,688 Grand Total 113,589 109,878 78,497 75,731 82,652 81,109 84,124 97,402 65,463 73,517 61,091 55,258 978,312 82,100 Other
Staff Billing Title 31-Mar 30-Apr 31-May 30-Jun 31-Jul 31-Aug 30-Sep 31-Oct 30-Nov 31-Dec 31-Jan 28-Feb Grand
Total
Average per
month
Planning Support 17,850 15,750 18,900 17,850 16,275 17,220 13,650 15,330 17,430 15,225 165,480 16,548 Camino Admin 3,040 2,240 4,000 1,200 1,680 2,240 1,760 1,920 960 800 19,840 1,984 Grand Total 3,040 2,240 21,850 16,950 20,580 20,090 18,035 19,140 14,610 16,130 17,430 15,225 185,320 18,532 Average per month 3 mths thru June 30, 2025 9 mths thru Dec 31, 2025 Building Permit 82,100 246,300 738,900
Other 18,532 55,596 166,788
100,632 301,896 905,688
Adelanto Contract billings analysis (March 2024 thru Feb 2025) 65 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: April 9, 2025
TO: Honorable Mayor and City Council Members
FROM:
BY:
Jessie Flores, City Manager
Julio Morales
SUBJECT:
PURCHASE OF HYBRID AND ELECTRONIC VEHICLES USING MOJAVE AQMD AB 27466 GRANT MONIES
STAFF RECOMMENDATION:
Staff recommend the City Council approve the purchase of three hybrid and electric vehicles using Mojave AQMD AB 27466 Grant Monies: Toyota Prius Hybrid, Toyota Grand Highlander Hybrid, and Lincoln Corsair Electric Plug-In
BACKGROUND:
The FY22-23 Trial Balance reported $134,500 balance in Mojave AQMD monies. These monies have been earmarked in the FY 24-25 approved budget for the purpose of purchasing clean energy fleet replacement vehicles.
A Scope of Work has been submitted to AQMD for their review and approval.
The Finance Department solicited 3 bids for each vehicle, plus Coscto, as summarized in the chart below. Valley Hi Toyota provided the lowest bid for each the Prius and Gran Highlander. The prices in the chart below provide the base fees and do no include taxes, title, and license, which should equal an additional 10-12% of the purchase value.
Tustin ValleyHi Longo Costco
Prius LE $29,587 $29,333 $30,058 $30,953
Highlander XLE Hybrid $50,322 $47,938 N/A $54,000
Upon City Council and AQMD approval, the City will generate the Purchase Orden for the two Toyotas.
Final price will be dependent on available vehicles in inventory, which may have a different price due to additional features.
We obtain 3 bids from the lowest cost listed on True Car: Vista Lincoln Ford, Envision Lincoln Ford 66 and Norm Reeves Lincoln Ford. The lowest cost bid we received was from Envision Lincoln Ford. The prices reflect a $6,250 manufacturers rebate.
Lincoln Corsair electric vehicle and purchase with remaining available AQMD monies. Any shortfall in funding for this vehicle will be funded from the sale of old fleet vehicles.
FISCAL IMPACT:
There will be no expected Fiscal impact to the General Fund. All funds to purchase these vehicles are in Fund 224 – AQMD. There are currently $134,500 in fund balance available. The purchase of these vehicles will be funded exclusively from this funding source. Any shortfall in funding, which is expected to be less than $5,000 will be made up from the sale of old fleet vehicles.
ATTACHMENTS:
Attachment: AQMD Scope of Services
Envision Vista Norm Reeves Galpin
Corsair Plug-In Electric $47,087 $51,499 $54,530 N/A
67 68
ORDINANCE NO. 655
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ADELANTO,
COUNTY OF SAN BERNARDINO, AMENDING ADELANTO MUNICIPAL
CODE SECTIONS 2.04.010 AND 2.04.020 REGARDING REGULARLY
SCHEDULED CITY COUNCIL MEETINGS
WHEREAS, the City Council adopted resolutions on August 28, 2024, and September 14, 2022 updating the times of closed session and regularly scheduled City Council meetings; WHEREAS, the City Council hereby amends the Municipal Code to reflect the changes to the regular meeting time for the City Council.
THE CITY COUNCIL FOR THE CITY OF ADELANTO DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The findings and determinations reflected in the Recitals above are true and correct and are incorporated herein by this reference.
SECTION 2. Sections 2.04.010 and 2.04.020 of the Adelanto Municipal Code are hereby amended to read in their entirety as follows:
Section 2.04.010 Date of Regular Meetings and Study Sessions.
The regular meetings of the City Council shall be held on the second and fourth Wednesday of each month, beginning at 11:00 a.m. and concluding by 2:00 p.m. on the same day. The City Council may, by motion and a simple majority vote, extend the meeting by thirty (30) minutes, allowing the meeting to end at 2:30 p.m. The Council may by another motion and simple majority vote extend the meeting an additional thirty (30) minutes to 3:00 p.m. Additionally, the City Council may, by a four-fifths (4/5) vote, extend the meeting beyond 3:00 p.m. When regular meetings are preceded by a closed session, the closed session shall begin at 10:00 a.m. and be adjourned by 11:00 a.m., to ensure the prompt commencement of the open session of the regular meeting. If additional time is required for the closed session, Council may go back into closed session after the open session of the City Council meeting. If the day for holding any regular meeting falls on a holiday, the meeting shall be held on the next business day, unless otherwise ordered by the City Council in a prior meeting. Study sessions shall be held as determined and noticed by the City Council in accordance with legal requirements.
Section 2.04.020 Place of Meetings and Study Sessions.
Meetings shall be held at the City of Adelanto City Hall in the Council Chambers, unless otherwise ordered by the City Council. The address of City Hall is 11600 Air Expressway, Adelanto, California, 92301. Meetings may be held at an alternative location within the City limits 69 as determined and noticed by the City Council in accordance with legal requirements. If by reason of fire, flood or other emergency it shall be unsafe to meet in the City Council Chambers, the meeting may be held for the duration of the emergency at such other place as is designated by the Mayor or, if he/she should fail to act, by four (4) members of the City Council. Special Meetings of the City Council shall be held at the place designated herein for regular meetings or at such other place as provided for in the notice and call of the meeting.
SECTION 3. Severability. If any section, subsection, sentence, clause, phase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases or portions might subsequently be declared invalid or unconstitutional.
SECTION 4. This Ordinance shall take effect in accordance with legal requirements. The City Clerk shall certify to the adoption of this Ordinance and shall cause this ordinance or a summary thereof to be published in the manner required by law.
PASSED, APPROVED AND ADOPTED THIS 9
th DAY APRIL 2025.
____________________________________
Gabriel Reyes, Mayor of the City of Adelanto
____________________________________
Brenda Lopez, City Clerk
APPROVED AS TO FORM:
__________________________________________
Todd Litfin, City Attorney
70 I, Brenda Lopez, City Clerk of the City of Adelanto, California, do hereby certify that the foregoing Ordinance No. 655 was duly introduced for the first reading on the 26th day of March, 2025 and regularly adopted at a regular meeting of the City Council of the City of Adelanto on this 9
th day of April, 2025, by the following vote, to-wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I hereunto set my hand and affix the official seal of the City of Adelanto on this 9
th day of April, 2025.
___________________________________
Brenda Lopez, City Clerk
SEAL
71 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
STAFF RECOMMENDATION:
Staff recommends that City Council review and ratify Warrant Demand Schedule 24/25-10-01.
1. City of Adelanto Check Warrant No. 151044 through 151055 in the total amount of $14,001.95.
2. City of Adelanto EFT No. 3565 through 3665 in the total amount of $2,129,911.40 BACKGROUND:
All payments have been reviewed in accordance with policies for processing payments and expenditures.
FISCAL IMPACT:
Summary of Payments issued:
Total Number of Payments: 113
Total Amount of Payments: $2,143,913.35
ATTACHMENTS:
1. Payment Check Register – Check No. 151044 through 151055
2. Payment EFT Register – EFT No. 3565 through 3665
DATE: April 9, 2025
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Finance Department
SUBJECT: WARRANT DEMAND SCHEDULE 24/25-10-01
72 Payment Register
City of Adelanto
From Payment Date: 4/2/2000 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
04000013-01 - CITY OF ADELANTO GENERAL CHKG
Check
151044 03/20/2025 Open Accounts Payable ADELANTO COMMUNITY
RESOURCE CENTER
$459.00
Invoice Date Description Amount
30 03/20/2025 Emergency Food and Clothing Distribution - February 2025
$459.00
151045 03/20/2025 Open Accounts Payable CITY OF ADELANTO - PETTY CASH
ACCOUNT
$426.44
Invoice Date Description Amount
03172025 03/17/2025 Petty Cash Reconciliation $426.44
151046 03/20/2025 Reconciled 03/31/2025 Accounts Payable MARY MANZO $1,724.70 $1,724.70 $0.00 Invoice Date Description Amount
165 03/18/2025 Janitorial Services: 03/01/25-03/15/25 $1,724.70 151047 03/27/2025 Open Accounts Payable COMMUNITY HEALTH ACTION
NETWORK
$5,053.00
Invoice Date Description Amount
01 03/26/2025 Emergency Assistance Program - August - October 2024
$5,053.00
151048 03/27/2025 Open Accounts Payable JERRY SANDERS $651.00 Invoice Date Description Amount
03252025 03/25/2025 Per Diem: Animal Care Conference $651.00 151049 03/27/2025 Open Accounts Payable MARY MANZO $1,724.70 Invoice Date Description Amount
166 03/27/2025 Janitorial Services: 03/16/25-03/31/25 $1,724.70 151050 03/27/2025 Open Accounts Payable RAMOS, DANIEL $81.58 Invoice Date Description Amount
03252025 03/25/2025 Fuel Reimbursement to Attend Civic Well Conference $81.58 151051 03/27/2025 Open Utility Management
Refund
DANIELS, JONATHAN $119.32
Account Type Account Number Description Transaction Date Transaction Type R1NG 00014220-003 DEPOSIT REFUND FOR
CLOSED ACCOUNT
03/20/2025 MISC
151052 04/01/2025 Open Utility Management
Refund
OPENDOOR LABS INC $301.98
Account Type Account Number Description Transaction Date Transaction Type R1NG 10014431-003 DEPOSIT REFUND FOR
INACTIVE ACCOUNT
03/31/2025 MISC
151053 04/01/2025 Open Utility Management
Refund
PEREZ, LUIS $268.16
Account Type Account Number Description Transaction Date Transaction Type R1NG 20010514-002 DEPOSIT REISSUE CHECK
ON CLOSED ACCOUNT
04/01/2025 REFUND ADJUSTMENT
151054 04/01/2025 Open Accounts Payable MANUFACTURING ALL DREAMS
STUDIOS, ARLEY ARSINEDA
$3,000.00
Invoice Date Description Amount
608 03/01/2025 Professional Services Rendered through March 2025 $3,000.00 user: AP Pages: 1 of 2 Tuesday, April 1, 2025
73 Payment Register
City of Adelanto
From Payment Date: 4/2/2000 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
151055 04/01/2025 Open Accounts Payable NEHEMIAS MARTINEZ $192.07 Invoice Date Description Amount
04012025 04/01/2025 Boot and Safety Equipment Reimbursement $192.07 Type Check Totals: 12 Transactions $14,001.95 $1,724.70 $0.00 04000013-01 - CITY OF ADELANTO GENERAL CHKG Totals
Checks Status Count Transaction Amount Reconciled Amount Open 11 $12,277.25 $0.00
Reconciled 1 $1,724.70 $1,724.70
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 12 $14,001.95 $1,724.70
All Status Count Transaction Amount Reconciled Amount
Open 11 $12,277.25 $0.00
Reconciled 1 $1,724.70 $1,724.70
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 12 $14,001.95 $1,724.70
Grand Totals:
Checks Status Count Transaction Amount Reconciled Amount Open 11 $12,277.25 $0.00
Reconciled 1 $1,724.70 $1,724.70
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 12 $14,001.95 $1,724.70
All Status Count Transaction Amount Reconciled Amount
Open 11 $12,277.25 $0.00
Reconciled 1 $1,724.70 $1,724.70
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 12 $14,001.95 $1,724.70
user: AP Pages: 2 of 2 Tuesday, April 1, 2025
74 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
04000013-01 - CITY OF ADELANTO GENERAL CHKG
EFT
3565 03/17/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $727.39 $727.39 $0.00 Invoice Date Description Amount
1566-03032025 03/03/2025 Acct. 8017231210 Various LS1 LGHT $727.39 3566 03/17/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $332.20 $332.20 $0.00 Invoice Date Description Amount
3836-03032025 03/03/2025 Acct. 8014617403 Verbena / Seneca LS1 Light $332.20 3567 03/17/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $40.33 $40.33 $0.00 Invoice Date Description Amount
6926-03032025 03/03/2025 Acct. 8016956861 Bellflower St/Delano St LS1 LGHT $40.33 3568 03/17/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $87.87 $87.87 $0.00 Invoice Date Description Amount
1549-03032025 03/03/2025 Acct. 8017707787 Palmdale Rd / Verbena Rd Light $87.87 3569 03/17/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $22,303.50 $22,303.50 $0.00 Invoice Date Description Amount
9057-03032025 03/03/2025 Acct. 8002849416 19101 Jonathan St $22,303.50 3570 03/03/2025 Reconciled 03/31/2025 Accounts Payable MERCHANT SERVICES $162.54 $162.54 $0.00 Invoice Date Description Amount
02282025 5451 02/28/2025 Credit Card Processing Service Fees $162.54 3571 12/13/2024 Reconciled 03/31/2025 Accounts Payable FIRST NATIONAL BANK OF OMAHA $10,546.78 $10,546.78 $0.00 Invoice Date Description Amount
12062024 6007 12/06/2024 11/7/24-12/6/24 CREDIT CARD ACTIVITY $10,546.78 3572 03/17/2025 Reconciled 03/17/2025 Accounts Payable ALTA PLANNING AND DESIGN $1,203.00 $1,203.00 $0.00 Invoice Date Description Amount
304.0002025.23-1 02/18/2025 SS4A Action Plan - January 2025 $1,203.00 3573 03/17/2025 Reconciled 03/17/2025 Accounts Payable PACIFIC ADVANCED CIVIL
ENGINEERING, INC
$6,084.00 $6,084.00 $0.00
Invoice Date Description Amount
9724 01/31/2025 WWTP Phase II Expansion - January 2025 $6,084.00 3574 03/17/2025 Reconciled 03/17/2025 Accounts Payable POLITICAL DYNAMICS, LLC $3,000.00 $3,000.00 $0.00 Invoice Date Description Amount
3456 03/07/2025 Professional Services Rendered through Feb-Mar 2025
$3,000.00
3575 03/20/2025 Reconciled 03/20/2025 Accounts Payable AAA TIRE SHOP $1,869.09 $1,869.09 $0.00 Invoice Date Description Amount
1083 03/11/2025 Vehicle Maintenance - Silverado $272.05 1090 03/17/2025 Vehicle Maintenance - Ranger $267.79
1095 03/17/2025 Vehicle Maintenance - Ram $1,294.25
1096 03/19/2025 Vehicle Maintenance - Ranger $35.00
3576 03/20/2025 Reconciled 03/20/2025 Accounts Payable ALBERT A WEBB ASSOCIATES $29,142.35 $29,142.35 $0.00 Invoice Date Description Amount
ARIV0007588 02/22/2025 Hydraulic Modeling - 01/26/25-02/22/25 $29,142.35 user: AP Pages: 1 of 10 Tuesday, April 1, 2025
75 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3577 03/20/2025 Reconciled 03/20/2025 Accounts Payable ALTA PLANNING AND DESIGN $9,838.00 $9,838.00 $0.00 Invoice Date Description Amount
304.0002025.23-2 03/06/2025 SS4A Action Plan - February 2025 $9,838.00 3578 03/20/2025 Reconciled 03/20/2025 Accounts Payable AMBER DAWN JONES $240.00 $240.00 $0.00 Invoice Date Description Amount
58-CC 03/19/2025 Transcript Services for City Council Meetings $240.00 3579 03/20/2025 Reconciled 03/20/2025 Accounts Payable AQUA METRIC SALES $445.69 $445.69 $0.00 Invoice Date Description Amount
INV0107102 03/12/2025 Battery Pack for Handhelds Meter Readings $445.69 3580 03/20/2025 Reconciled 03/20/2025 Accounts Payable AUTOMATED WATER TREATMENT $5,260.81 $5,260.81 $0.00 Invoice Date Description Amount
1466 02/11/2025 Calcium Hypochlorite Tablets $5,260.81
3581 03/20/2025 Reconciled 03/20/2025 Accounts Payable BARSTOW HUMANE SOCIETY $8,260.00 $8,260.00 $0.00 Invoice Date Description Amount
03132025 03/13/2025 Animal Sheltering Fees - February 2025 $8,260.00 3582 03/20/2025 Reconciled 03/20/2025 Accounts Payable C. WELLS PIPELINE MATERIALS, INC
$581.85 $581.85 $0.00
Invoice Date Description Amount
SINV25-1750 02/25/2025 Supplies for Maintenance $581.85 3583 03/20/2025 Reconciled 03/20/2025 Accounts Payable CALIFORNIA TOOL & WELDING $15.39 $15.39 $0.00 Invoice Date Description Amount
944107 03/11/2025 Supplies for Maintenance for Parks $15.39 3584 03/20/2025 Reconciled 03/20/2025 Accounts Payable CORE & MAIN LP $2,037.71 $2,037.71 $0.00 Invoice Date Description Amount
V868880 02/11/2025 Supplies for Maintenance for Water $2,037.71 3585 03/20/2025 Reconciled 03/20/2025 Accounts Payable EXECUTIVE ELEVATOR, INC. $2,016.00 $2,016.00 $0.00 Invoice Date Description Amount
1081743 03/14/2025 Service Call for Elevator at Sheriffs Station $1,320.00 1081709 03/14/2025 Monthly Elevator Maint. for Sheriffs Station - April 2025 $186.00 1081707 03/14/2025 Quarterly Maint. for City Hall - April-June 2025 $510.00 3586 03/20/2025 Reconciled 03/20/2025 Accounts Payable FERGUSON ENTERPRISES, INC. $78.26 $78.26 $0.00 Invoice Date Description Amount
5239268 03/13/2025 Supplies for Maintenance for Desert Trail Park $78.26 3587 03/20/2025 Reconciled 03/20/2025 Accounts Payable GA OSBORNE PIPE & SUPPLY INC. $825.29 $825.29 $0.00 Invoice Date Description Amount
101-67163-01 09/06/2024 Supplies for Maintenance for Water $343.51 101-67926-01 10/30/2024 Supplies for Maintenance for Water $372.13 101-51277 02/11/2025 Supplies for Maintenance for Water $109.65 3588 03/20/2025 Reconciled 03/20/2025 Accounts Payable GUILHERME ENGINEERING $45,000.00 $45,000.00 $0.00 Invoice Date Description Amount
2025-1 01/20/2025 Service Leak Long Side at 10042 Rancho $26,250.00 2025-2 01/20/2025 Leak Repair Ling Side at 11540 Golden St $18,750.00 3589 03/20/2025 Reconciled 03/20/2025 Accounts Payable HI DESERT ALARM $150.00 $150.00 $0.00 Invoice Date Description Amount
P62147 03/17/2025 Service Call - South Rooftop Duct Detector $150.00 user: AP Pages: 2 of 10 Tuesday, April 1, 2025
76 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3590 03/20/2025 Reconciled 03/20/2025 Accounts Payable HIRSCH & ASSOCIATES, INC $3,225.00 $3,225.00 $0.00 Invoice Date Description Amount
2221 PB22 09/30/2024 Adelanto Park $3,225.00
3591 03/20/2025 Reconciled 03/20/2025 Accounts Payable HOME DEPOT CREDIT SERVICES $107.66 $107.66 $0.00 Invoice Date Description Amount
2541896 01/09/2025 Supplies for Maintenance for Water $107.66 3592 03/20/2025 Reconciled 03/20/2025 Accounts Payable INFOSEND $4,986.31 $4,986.31 $0.00 Invoice Date Description Amount
283128 03/15/2025 Utility Billing Statements-Processing/Postage $4,986.31 3593 03/20/2025 Reconciled 03/20/2025 Accounts Payable INFRASTRUCTURE ENGINEERS, A
BOWMAN COMPANY
$76,031.19 $76,031.19 $0.00
Invoice Date Description Amount
477690 02/15/2025 1000.03 B&S Support Services - 02/01/25-02/15/25 $6,860.04 478012 02/28/2025 1000.03 B&S Support Services - 02/16/25-02/28/25 $5,173.15 482450 02/28/2025 1000.03 B&S Support Services - Staff Augmentation - February 202
$58,450.00
461418 10/31/2024 HCD Housing Element - Task 1 - 6th Cycle Housing Element
$5,548.00
3594 03/20/2025 Reconciled 03/20/2025 Accounts Payable JACKSON LEWIS, P.C. $21,548.00 $21,548.00 $0.00 Invoice Date Description Amount
8727728 02/28/2025 Professional Services Rendered through January 2025 $21,548.00 3595 03/20/2025 Reconciled 03/20/2025 Accounts Payable LEIBOLD MCCLENDON & MANN $1,608.00 $1,608.00 $0.00 Invoice Date Description Amount
26 03/12/2025 Professional Services Rendered through January 2025 $1,608.00 3596 03/20/2025 Reconciled 03/20/2025 Accounts Payable MARIPOSA ECO CONSULTING INC $8,335.52 $8,335.52 $0.00 Invoice Date Description Amount
MECADEL4 02/24/2025 Professional Services Rendered through February 2025
$8,335.52
3597 03/20/2025 Reconciled 03/20/2025 Accounts Payable MOJAVE WATER AGENCY $18,360.00 $18,360.00 $0.00 Invoice Date Description Amount
03112025 03/11/2025 Water Purchase from - 01/31/25-02/28/25 $18,360.00 3598 03/20/2025 Reconciled 03/20/2025 Accounts Payable OFFICE TEAM - A ROBERT HALF
COMPANY
$5,528.17 $5,528.17 $0.00
Invoice Date Description Amount
64748780 03/13/2025 Professional Services Rendered - 03/03/25-03/06/25 $2,766.86 64760278 03/18/2025 Professional Services Rendered - 03/10/25-03/13/25 $2,761.31 3599 03/20/2025 Reconciled 03/20/2025 Accounts Payable PERC WATER CORPORATION $147,707.55 $147,707.55 $0.00 Invoice Date Description Amount
6824 03/06/2025 Water Utility Services - Reimbursements - February 2025
$455.10
6823 03/06/2025 WTTP Reimbursements - January 2025 $435.96 6822 03/06/2025 Water Utility Services - April 2025 $79,321.84 6821 03/06/2025 WTTP Services - April 2025 $67,494.65
user: AP Pages: 3 of 10 Tuesday, April 1, 2025
77 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3600 03/20/2025 Reconciled 03/20/2025 Accounts Payable PRICE PAIGE & COMPANY $6,616.00 $6,616.00 $0.00 Invoice Date Description Amount
35297 02/28/2025 RECO City Successor Agency Fund & Prep of 22-23 PPA & 25-26 ROPS
$6,616.00
3601 03/20/2025 Reconciled 03/20/2025 Accounts Payable ROGERS, ANDERSON, MALODY &
SCOTT LLP
$27,196.00 $27,196.00 $0.00
Invoice Date Description Amount
77042 02/28/2025 Professional Services Rendered through February 2025
$27,196.00
3602 03/20/2025 Reconciled 03/20/2025 Accounts Payable SAN BERNARDINO COUNTY FIRE
DEPARTMENT
$11,835.62 $11,835.62 $0.00
Invoice Date Description Amount
AD425CC 03/11/2025 Household Hazardous Wastes 4th QTR April-June 2025
$11,835.62
3603 03/20/2025 Reconciled 03/20/2025 Accounts Payable SPARKLETTS $25.47 $25.47 $0.00 Invoice Date Description Amount
22733495 031425 03/14/2025 Water Delivery Services - March 2025 $25.47 3604 03/20/2025 Reconciled 03/20/2025 Accounts Payable STAPLES ADVANTAGE $96.73 $96.73 $0.00 Invoice Date Description Amount
6026841621 03/15/2025 Office Supplies for Finance Dept. $96.73 3605 03/20/2025 Reconciled 03/20/2025 Accounts Payable VULCAN $1,981.74 $1,981.74 $0.00 Invoice Date Description Amount
2626247 01/27/2025 Cold Mix Asphalt used on City Streets Maint. $136.85 2626085 01/27/2025 Cold Mix Asphalt used on City Streets Maint. $136.85 2626548 01/27/2025 Cold Mix Asphalt used on City Streets Maint. $139.37 2931183 03/12/2025 Cold Mix Asphalt used on City Streets Maint. $383.94 2923325 03/12/2025 Cold Mix Asphalt used on City Streets Maint. $385.20 2943352 03/14/2025 Cold Mix Asphalt used on City Streets Maint. $387.72 2976403 03/19/2025 Cold Mix Asphalt used on City Streets Maint. $138.11 2976314 03/19/2025 Cold Mix Asphalt used on City Streets Maint. $135.59 2975490 03/19/2025 Cold Mix Asphalt used on City Streets Maint. $138.11 3606 03/20/2025 Reconciled 03/20/2025 Accounts Payable WOOD RODGERS INC $24,361.25 $24,361.25 $0.00 Invoice Date Description Amount
190521 02/28/2025 Adelanto Groundwater Production Well - February 2025
$24,361.25
3607 01/21/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $39,075.65 $39,075.65 $0.00 Invoice Date Description Amount
5372-01072025 01/07/2025 Consolidated Bill $39,075.65
3608 03/26/2025 Reconciled 03/31/2025 Accounts Payable CalPERS-PUBLIC EMPLOYEES
RETIREMENT SYSTEM
$7,328.80 $7,328.80 $0.00
Invoice Date Description Amount
100000017829750 03/26/2025 CALPERS CURRENT CONTRIB PR of 3/27/25 PEPRA
$7,328.80
3609 03/26/2025 Reconciled 03/31/2025 Accounts Payable CalPERS-PUBLIC EMPLOYEES
RETIREMENT SYSTEM
$4,145.08 $4,145.08 $0.00
Invoice Date Description Amount
100000017844434 03/26/2025 Unfunded Accrued Liability- Plan 4073 FY25 $4,145.08 user: AP Pages: 4 of 10 Tuesday, April 1, 2025
78 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3610 03/26/2025 Reconciled 03/31/2025 Accounts Payable CalPERS-PUBLIC EMPLOYEES
RETIREMENT SYSTEM
$1,729.25 $1,729.25 $0.00
Invoice Date Description Amount
100000017844422 03/26/2025 Unfunded Accrued Liability- Plan 3470 FY25 $1,729.25 3611 03/26/2025 Reconciled 03/31/2025 Accounts Payable CalPERS-PUBLIC EMPLOYEES
RETIREMENT SYSTEM
$5,638.34 $5,638.34 $0.00
Invoice Date Description Amount
100000017829712 03/26/2025 CALPERS CURRENT CONTRIB PR of 3/27/25 Classic
$5,638.34
3612 03/26/2025 Reconciled 03/31/2025 Accounts Payable CalPERS-PUBLIC EMPLOYEES
RETIREMENT SYSTEM
$289.67 $289.67 $0.00
Invoice Date Description Amount
100000017844440 03/26/2025 Unfunded Accrued Liability- Plan 27331 FY25 $289.67 3613 03/20/2025 Reconciled 03/31/2025 Accounts Payable US BANK TRUST N.A. $242,083.33 $242,083.33 $0.00 Invoice Date Description Amount
03202025 03/20/2025 Bond Payments - APUA 2014 Series A & 2017 Series A&B
$242,083.33
3614 03/19/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $1,795.58 $1,795.58 $0.00 Invoice Date Description Amount
5831-03062025 03/06/2025 Acct. 8005152998 Well 14 14888 Turner $1,795.58 3615 03/19/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $7,632.58 $7,632.58 $0.00 Invoice Date Description Amount
5506-03062025 03/06/2025 Acct. 8002007155 14802 Turner $7,632.58 3616 03/19/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $5,084.79 $5,084.79 $0.00 Invoice Date Description Amount
8607-03062025 03/06/2025 Acct. 8000032340 14770 Turner Rd $5,084.79 3617 03/19/2025 Reconciled 03/31/2025 Accounts Payable PAYMENTUS $178.82 $178.82 $0.00 Invoice Date Description Amount
INV-15-161049 02/28/2025 Transaction Fees for February 2025 $178.82 3618 03/11/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $305.00 $305.00 $0.00 Invoice Date Description Amount
5771-02262025 02/26/2025 Consolidated SCE Bill - Acct. #700164805771 $305.00 3619 02/20/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $40,239.56 $40,239.56 $0.00 Invoice Date Description Amount
5372-02072025 02/07/2025 Consolidated SCE Bill $40,239.56 3620 03/19/2025 Reconciled 03/31/2025 Accounts Payable SOUTHERN CALIFORNIA EDISON $41,194.28 $41,194.28 $0.00 Invoice Date Description Amount
5372-03072025 03/07/2025 Consolidated SCE Bill $41,194.28 3621 03/27/2025 Reconciled 03/27/2025 Accounts Payable AMBER DAWN JONES $80.00 $80.00 $0.00 Invoice Date Description Amount
59-CC 03/23/2025 Transcript Services for City Council Meetings $80.00 3622 03/27/2025 Reconciled 03/27/2025 Accounts Payable BURKE, WILLIAMS & SORENSEN, LLP
$2,603.29 $2,603.29 $0.00
Invoice Date Description Amount
339291 03/24/2025 Professional Services Rendered through February 2025
$2,603.29
user: AP Pages: 5 of 10 Tuesday, April 1, 2025
79 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3623 03/27/2025 Reconciled 03/27/2025 Accounts Payable CALLTOWER, INC. $533.80 $533.80 $0.00 Invoice Date Description Amount
202462404 03/25/2025 Webex Portal Services: 03/26/25-04/25/25 $533.80 3624 03/27/2025 Reconciled 03/27/2025 Accounts Payable CROMMIE, JUDITH $287.20 $287.20 $0.00 Invoice Date Description Amount
03242025 03/24/2025 PERS Healthcare Charge $287.20
3625 03/27/2025 Reconciled 03/27/2025 Accounts Payable DEWEY PEST CONTROL, INC. $489.00 $489.00 $0.00 Invoice Date Description Amount
17251491 03/01/2025 Services Rendered at City Hall - March 2025 $241.00 17253430 03/01/2025 Services Rendered at Senior Center - March 2025 $137.00 17252029 03/01/2025 Services Rendered at Sheriff Station - March 2025 $70.00 17258359 03/01/2025 Services Rendered at Sheriff Station - March 2025 $41.00 3626 03/27/2025 Reconciled 03/27/2025 Accounts Payable FANT, GINGER M. $420.00 $420.00 $0.00 Invoice Date Description Amount
03242025 03/24/2025 PERS Healthcare Charge $420.00
3627 03/27/2025 Reconciled 03/27/2025 Accounts Payable FERGUSON ENTERPRISES, INC. $336.55 $336.55 $0.00 Invoice Date Description Amount
5106429 01/27/2025 Supplies for Maintenance for Sewer Plant $336.55 3628 03/27/2025 Reconciled 03/27/2025 Accounts Payable GEO-LOGIC ASSOCIATES, INC $644.00 $644.00 $0.00 Invoice Date Description Amount
0275563 03/11/2025 Well Geotracker - Services Rendered through February 2025
$644.00
3629 03/27/2025 Reconciled 03/27/2025 Accounts Payable HARDY & HARPER, INC. $19,216.36 $19,216.36 $0.00 Invoice Date Description Amount
51126 03/24/2025 Dennis Street and Kay Street Pavement Rehabilitation $19,216.36 3630 03/27/2025 Reconciled 03/27/2025 Accounts Payable HIGH DESERT UNDERGROUND, INC.
$486,874.64 $486,874.64 $0.00
Invoice Date Description Amount
J2024-44-05 03/20/2025 Adelanto Rd Water Main Improvement Project $486,874.64 3631 03/27/2025 Reconciled 03/27/2025 Accounts Payable HOME DEPOT CREDIT SERVICES $1,658.48 $1,658.48 $0.00 Invoice Date Description Amount
5016319 03/17/2025 Supplies for Maintenance for Sewer Plant $436.07 1515017a 03/01/2025 Short Pay ($6.00) - Paid $50.06 Actual Total $56.06 $6.00 1520002 03/11/2025 Supplies for Maintenance for Parks $80.00 4021125 03/18/2025 Supplies for Maintenance for Glasper Center $378.36 4521158 03/18/2025 Supplies for Maintenance for Glasper Center $21.72 3510542 03/19/2025 Supplies for Maintenance for Streets $169.52 3512374 03/19/2025 Supplies for Chamberlaine Park $449.39 2544916 03/20/2025 Supplies for Maintenance for Streets $117.42 3632 03/27/2025 Reconciled 03/27/2025 Accounts Payable INFRASTRUCTURE ENGINEERS, A
BOWMAN COMPANY
$31,253.30 $31,253.30 $0.00
Invoice Date Description Amount
446408 07/31/2024 Bellflower St. Rehabilitation Project $10,000.00 436773 05/31/2024 Adoption of the 6th Cycle Housing Element Update - May 2024
$2,698.00
441170 06/30/2024 Adoption of the 6th Cycle Housing Element Update - June 2024
$5,747.00
user: AP Pages: 6 of 10 Tuesday, April 1, 2025
80 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
436714 05/31/2024 Assumption & Completion of the 6th Cycle Housing Element-May '25
$962.50
453867 09/30/2024 1000.03 Engineering - September 2024 $4,882.80 477376 01/31/2025 1000.03 Engineering - January 2025 $3,250.00 468449 12/31/2024 1000.03 Engineering - December 2024 $2,673.00 441621 06/30/2024 1000.03 Engineering - June 2024 $1,040.00 3633 03/27/2025 Reconciled 03/27/2025 Accounts Payable KOSMONT FINANCIAL SERVICES $28,242.50 $28,242.50 $0.00 Invoice Date Description Amount
2405.1-009 01/31/2025 Professional Services Rendered through January 2025 $24,292.50 2405.1-010 02/28/2025 Professional Services Rendered through February 2025
$3,950.00
3634 03/27/2025 Reconciled 03/27/2025 Accounts Payable KUPKA, GERALD $372.55 $372.55 $0.00 Invoice Date Description Amount
03242025 03/24/2025 PERS Healthcare Charge $372.55
3635 03/27/2025 Reconciled 03/27/2025 Accounts Payable LOCAL EQUITY LLC $19,500.00 $19,500.00 $0.00 Invoice Date Description Amount
02212028 03/20/2025 Professional Services Rendered through March 2025 $19,500.00 3636 03/27/2025 Reconciled 03/27/2025 Accounts Payable OFFICE TEAM - A ROBERT HALF
COMPANY
$2,768.24 $2,768.24 $0.00
Invoice Date Description Amount
64795011 03/26/2025 Professional Services Rendered - 03/17/25-03/20/25 $2,768.24 3637 03/27/2025 Reconciled 03/27/2025 Accounts Payable PACIFIC ADVANCED CIVIL
ENGINEERING, INC
$2,152.50 $2,152.50 $0.00
Invoice Date Description Amount
9105 08/31/2024 WWTP Phase II Expansion - August 2024 $2,152.50 3638 03/27/2025 Reconciled 03/27/2025 Accounts Payable PATTON SALES CORPORATION $412.96 $412.96 $0.00 Invoice Date Description Amount
4992720 03/06/2025 Supplies for Maintenance for Parks $413.76 4988388 02/27/2025 Credit Memo ($0.80)
3639 03/27/2025 Reconciled 03/27/2025 Accounts Payable POLYDYNE, INC. $8,872.14 $8,872.14 $0.00 Invoice Date Description Amount
1911641 03/17/2025 Clarifloc WE-2610 $8,872.14
3640 03/27/2025 Reconciled 03/27/2025 Accounts Payable SAN BERNARDINO COUNTY
INNOVATION AND TECHNOLOGY
$223.04 $223.04 $0.00
Invoice Date Description Amount
30694 02/28/2025 Radio Access & Maintenance - February 2025 $223.04 3641 03/27/2025 Reconciled 03/27/2025 Accounts Payable STAPLES ADVANTAGE $80.86 $80.86 $0.00 Invoice Date Description Amount
6027273666 03/22/2025 Chair Mat for Finance Dept. $80.86 3642 03/27/2025 Reconciled 03/27/2025 Accounts Payable THOMAS W. THORNTON $400.00 $400.00 $0.00 Invoice Date Description Amount
03242025 03/24/2025 PERS Healthcare Charge $400.00
3643 03/27/2025 Reconciled 03/27/2025 Accounts Payable TKE ENGINEERING INC $41,393.58 $41,393.58 $0.00 Invoice Date Description Amount
2025-303 03/21/2025 164-35 Pavement Rehabilitation on Denise & Kay - February 2025
$10,525.00
user: AP Pages: 7 of 10 Tuesday, April 1, 2025
81 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
2025-302 03/21/2025 164-34 Adelanto Rd Water Main - February 2025 $300.00 2025-173 02/27/2025 164-35 Pavement Rehabilitation on Denise & Kay - Dec. 24-Feb. 25
$30,096.08
2024-1640 01/07/2025 164-35 Pavement Rehabilitation on Denise & Kay - November 2024
$472.50
3644 03/27/2025 Reconciled 03/27/2025 Accounts Payable WILLIAMS, CHARLES $295.08 $295.08 $0.00 Invoice Date Description Amount
03242025 03/24/2025 PERS Healthcare Charge $295.08
3645 12/13/2024 Open Accounts Payable HOME DEPOT CREDIT SERVICES $185.84 Invoice Date Description Amount
8971034b 06/27/2024 Supplies for Chamberlaine Park - Online PYMT $185.84 3646 04/01/2025 Reconciled 04/01/2025 Accounts Payable AVCO DISPOSAL, INC. $2,674.07 $2,674.07 $0.00 Invoice Date Description Amount
N065526235 04/01/2025 19101 Jonathan St - April 2025 $1,109.63 N065526107 04/01/2025 11600 Air Expressway - April 2025 $1,564.44 3647 04/01/2025 Reconciled 04/01/2025 Accounts Payable C. WELLS PIPELINE MATERIALS, INC
$6,231.18 $6,231.18 $0.00
Invoice Date Description Amount
SINV25-1986 03/14/2025 Supplies for Maintenance for Water $1,201.41 SINV25-1904 03/17/2025 Supplies for Maintenance for Water $5,029.77 3648 04/01/2025 Reconciled 04/01/2025 Accounts Payable CINTAS CORP #150 $477.54 $477.54 $0.00 Invoice Date Description Amount
4223891485 03/12/2025 Weekly Mat and Uniform Service - March 2025 $207.24 4224648463 03/12/2025 Weekly Mat and Uniform Service - March 2025 $270.30 3649 04/01/2025 Reconciled 04/01/2025 Accounts Payable COUNTY OF SAN BERNARDINO (AUDITOR/CONTROLLER)
$193.50 $193.50 $0.00
Invoice Date Description Amount
1800001750 02/28/2025 Confirmation Request for FY 2023 $193.50 3650 04/01/2025 Reconciled 04/01/2025 Accounts Payable COUNTY OF SAN BERNARDINO (RECORDER)
$20.00 $20.00 $0.00
Invoice Date Description Amount
25-72136 04/01/2025 County Recording Fee - April 2025 $20.00 3651 04/01/2025 Reconciled 04/01/2025 Accounts Payable DEWEY PEST CONTROL, INC. $489.00 $489.00 $0.00 Invoice Date Description Amount
17309728 04/01/2025 Services Rendered at Sheriff Station - April 2025 $70.00 17315602 04/01/2025 Services Rendered at Sheriff Station - April 2025 $41.00 17310631 04/01/2025 Services Rendered at Senior Center - April 2025 $137.00 17309173 04/01/2025 Services Rendered at City Hall - April 2025 $241.00 3652 04/01/2025 Reconciled 04/01/2025 Accounts Payable EDWARD S. RAYA $5,535.00 $5,535.00 $0.00 Invoice Date Description Amount
04012025 04/01/2025 HR Professional Services Rendered - March 2025 $5,535.00 3653 04/01/2025 Reconciled 04/01/2025 Accounts Payable ENDURA STEEL dba SMITH
IRONWORKS
$156.84 $156.84 $0.00
Invoice Date Description Amount
213514 02/20/2025 Supplies for Maintenance for Streets $57.60 207015 01/22/2025 Supplies for Maintenance for Community Center 1 $99.24 user: AP Pages: 8 of 10 Tuesday, April 1, 2025
82 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3654 04/01/2025 Reconciled 04/01/2025 Accounts Payable GA OSBORNE PIPE & SUPPLY INC. $637.87 $637.87 $0.00 Invoice Date Description Amount
101-69510-01 02/26/2025 Supplies for Maintenance for Water $368.65 101-69581-01 03/03/2025 Supplies for Maintenance for Water $269.22 3655 04/01/2025 Reconciled 04/01/2025 Accounts Payable GARDA WORLD $1,011.07 $1,011.07 $0.00 Invoice Date Description Amount
10813744 04/01/2025 Armored Services - April 2025 $1,011.07 3656 04/01/2025 Reconciled 04/01/2025 Accounts Payable HDL COMPANIES-HINDERLITER,
DE LLAMAS & ASSOCIATES
$969.07 $969.07 $0.00
Invoice Date Description Amount
SIN048452 03/31/2025 Contract & Audit Services - Q3/2024 January-March 2025
$969.07
3657 04/01/2025 Reconciled 04/01/2025 Accounts Payable HI DESERT ALARM $135.00 $135.00 $0.00 Invoice Date Description Amount
R128179 03/22/2025 Water - Turner Rd - 04/01/25-06/30/2025 $135.00 3658 04/01/2025 Reconciled 04/01/2025 Accounts Payable OFFICE TEAM - A ROBERT HALF
COMPANY
$2,488.15 $2,488.15 $0.00
Invoice Date Description Amount
64811944 04/01/2025 Professional Services Rendered - 03/24/25-03/27/25 $2,761.31 64316136 11/18/2024 Credit - Week End Date 11/08/2024 ($273.16) 3659 04/01/2025 Reconciled 04/01/2025 Accounts Payable OLIN CORP-CHLOR ALKALI $12,778.17 $12,778.17 $0.00 Invoice Date Description Amount
900541640 03/27/2025 Sodium Hypochlorite Baticide $12,778.17 3660 04/01/2025 Reconciled 04/01/2025 Accounts Payable PACIFIC ADVANCED CIVIL
ENGINEERING, INC
$3,438.05 $3,438.05 $0.00
Invoice Date Description Amount
9635 12/31/2024 WWTP Phase II Expansion - December 2024 $1,500.00 9887 02/28/2025 WWTP Phase II Expansion - February 2025 $1,938.05 3661 04/01/2025 Reconciled 04/01/2025 Accounts Payable SAN BERNARDINO COUNTY FIRE
PROTECTION DISTRICT
$518,994.00 $518,994.00 $0.00
Invoice Date Description Amount
ADEL2425-APR 04/01/2025 Fire Protection Services - April 2025 $518,994.00 3662 04/01/2025 Reconciled 04/01/2025 Accounts Payable SQUIRE PATTON BOGGS (US) LLP $2,824.80 $2,824.80 $0.00 Invoice Date Description Amount
10588138 01/16/2025 George Air Force Base - Professional Services Rendered
$2,824.80
3663 04/01/2025 Reconciled 04/01/2025 Accounts Payable UNDERGROUND SERVICE ALERT $206.06 $206.06 $0.00 Invoice Date Description Amount
320250003 04/01/2025 New Ticket Charges $122.85
24-253045 04/01/2025 California State Fee for Regulatory Costs $83.21 3664 04/01/2025 Reconciled 04/01/2025 Accounts Payable VULCAN $387.13 $387.13 $0.00 Invoice Date Description Amount
3030839 03/27/2025 Cold Mix Asphalt used on City Streets Maint. $387.13 3665 04/01/2025 Reconciled 04/01/2025 Accounts Payable ZSE & ASSOCIATES $14,450.00 $14,450.00 $0.00 Invoice Date Description Amount
1000.11 04/01/2025 Grant Writing Consulting Services - March 2025 $14,450.00 user: AP Pages: 9 of 10 Tuesday, April 1, 2025
83 Payment Register
City of Adelanto
From Payment Date: 4/2/2001 - To Payment Date: 4/1/2025 Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Type EFT Totals: 101 Transactions $2,129,911.40 $2,129,725.56 $0.00 04000013-01 - CITY OF ADELANTO GENERAL CHKG Totals
EFTs Status Count Transaction Amount Reconciled Amount
Open 1 $185.84 $0.00
Reconciled 100 $2,129,725.56 $2,129,725.56
Voided 0 $0.00 $0.00
Total 101 $2,129,911.40 $2,129,725.56
All Status Count Transaction Amount Reconciled Amount
Open 1 $185.84 $0.00
Reconciled 100 $2,129,725.56 $2,129,725.56
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 101 $2,129,911.40 $2,129,725.56
Grand Totals:
EFTs Status Count Transaction Amount Reconciled Amount
Open 1 $185.84 $0.00
Reconciled 100 $2,129,725.56 $2,129,725.56
Voided 0 $0.00 $0.00
Total 101 $2,129,911.40 $2,129,725.56
All Status Count Transaction Amount Reconciled Amount
Open 1 $185.84 $0.00
Reconciled 100 $2,129,725.56 $2,129,725.56
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 101 $2,129,911.40 $2,129,725.56
user: AP Pages: 10 of 10 Tuesday, April 1, 2025
84 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: April 9, 2025
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
SUBJECT: CONSIDERATION OF AMENDMENT NO.6 TO THE PROFESSIONAL CONSULTANT
SERVICES AGREEMENT WITH IDEATE CALIFORNIA TO EXTEND THE CONTRACT TERM ONE YEAR (FEBRUARY 2026).
STAFF RECOMMENDATION:
Staff recommends that the City Council approve Amendment No. 6 to the Professional Consultant Services Agreement with IDEATE California to extend Section 3.1.2 Term on the attached Agreement for one (1) year with compensation not-to-exceed forty-five thousand dollars ($114,000). Consultant will continue the scope of services to include: 1) managing Adelanto’s energy portfolio, ensuring energy does not hamper economic growth, 2) maintaining and expanding Adelanto’s electric infrastructure including state legislation focused on the high desert energy independence, 3) working with staff to remove additional barriers to economic growth. Consultant’s total compensation excludes authorized reimbursements.
BACKGROUND:
On August 1, 2023, the City Manager entered into a Professional Consultant Services Agreement (“Agreement”) with IDEATE California to provide professional economic development consulting services through July 31, 2024, with the ability to authorize extra work where needed, for the amount not-to-exceed ninety thousand dollars ($90,000). The agreement has since been extended multiple times, to update the scope based on changing power needs and growing relationship with Edison.
IDEATE has been a strong supporter of the City and has successfully advanced electricity connection to many developments, with significant impact to local economic development.
The City wishes to amend the agreement with IDEATE California to amend the Master Agreement to extend the term. The General Scope of Services includes:
• 1) Expansion of the cities Energy Load, including state legislation • 2) Maintenance and expansion of the infrastructure including the water treatment plant • 3) Assist in review of new generation
• 4) Evaluate potential of hydrogen development
The Sixth Amendment will extend the Term of the Agreement by one (1) year and shall commence on February 1, 2025, to February 1, 2026.
85 There are no amendments to the hourly rate of two hundred fifty ($250)/hr. and a not-to-exceed twenty (30) hours a month. Services performed at an hourly rate will count towards the monthly not-to-exceed amount. The monthly not-to-exceed amount is Seven Thousand Five Hundred dollars ($7,500). The total amendment compensation not-to-exceed amount shall be one hundred and fourteen thousand dollars ($114,000) without the written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.
Consultant shall not receive reimbursement for any travel and expenses unless prior written authorization is provided by City Manager and the amount shall not exceed One Thousand dollars ($1,000) a month. The Consultant’s total compensation excludes authorized reimbursements.
FISCAL IMPACT:
For Fiscal year 24/25, the net cost of Amendment No. 6 is $114,000, plus reimbursements, and will be included in the annual budget. $114,000 will be included as an impact on APUA.
ATTACHMENTS:
1.Sixth Amendment to Professional Consultant Service Agreement
2. Exhibit “A” Master Agreement
3. First Amendment
4. Second Amendment
5. Third Amendment
6. Fourth Amendment
7. Fifth Amendment
9 2025 Scope of Work
86 1
2025
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FIFTH AMENDMENT (hereinafter, “Sixth Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated September 22, 2021 (hereinafter, “Master Agreement”), is hereby made and entered into this 1
st day of February, 2025 (hereinafter, “Effective Date”), by and between ADELANTO PUBLIC UTILITY AUTHORITY, a municipal corporation (hereinafter, (“APUA”) and IDEATE CALIFORNIA (hereinafter, “Consultant”). For purposes of this sixth Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The capitalized term “Party” may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Sixth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter “First Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a second amendment (hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a third amendment (hereinafter “Third Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of March 22, 2023, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a fourth amendment (hereinafter “Fourth Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of August 9, 2023, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of Fifth Amendment, (hereinafter “Fifth Amendment”), the Master Agreement as amended by way of the First, Second, Third and Fourth Amendment, may be referred to collectively as the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”; and 87 2
WHEREAS, for purposes of this Sixth Amendment, the Master Agreement as amended by way of the First, Second, Third, Fourth and Fifth Amendment, may be referred to collectively as the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”; and
WHEREAS, the Parties now wish to modify the Scope of Services, extend the Term, and limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($135,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed Sum”); and
WHEREAS, the Parties agree on a compensation total Not-to-Exceed Sum of ONE HUNDRED FOURTEEN THOUSAND DOLLARS ($114,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master Agreement is hereby amended to expand the scope of Services to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment plant, and development of hydrothermal-energy plan and potential recycle water utilization plan for power generation.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional one (1) year commencing as of February 1, 2025, through February 1, 2026.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” which is attached and incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of Seven Thousand Five Hundred Dollars ($7,500) (hereinafter “Monthly Not-to-Exceed”) for a total not-to-exceed compensation of One hundred Fourteen Thousand Dollars ($114,000) (hereinafter “Total Compensation”).
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master Agreement is hereby amended in its entirety to read as follows” Consultant shall not receive reimbursement for any travel expenses unless prior written authorization is provided by City Manager. Reimbursement for any travel expenses shall not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Sixth Amendment, the Master 88 3
Agreement as previously amended by way of the First, Second, Third, Fourth and Fifth Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Amendment together with the Master Agreement and the First, Second, Third, Fourth, and Fifth Amendment shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Fifth Amendment, including any and all attachments to this Fifth Amendment and the provisions of the Master Agreement or the First, Second, Third, Fourth and Fifth Amendment, the provisions of the Sixth Amendment shall govern and control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Sixth Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First, Second, Third, Fourth , and Fifth Amendment and except, as otherwise provided under this Fifth Amendment, the Master Agreement as previously amended by way of the First, Second, Third and Fourth Amendment, and all provisions contained therein shall remain binding and enforceable. [SIGNATURES ON NEXT PAGE]
89 4
IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed on the day and year first appearing above.
CITY:
ADELANTO PUBLIC UTILITY AUTHORITY
By: __________________________________
Jessie Flores, Executive Director
Date:
ATTEST:
By: __________________________________
Brenda Lopez, City Clerk
Date:
APPROVED AS TO FORM:
By: __________________________________
Todd Litfin, City Attorney
Date:
CONSULTANT:
IDEATE CALIFORNIA, LLC
By: _______________________
Jose Atilio Hernandez, CEO
Date: _________________
90 5
EXHIBIT “A”
MASTER AGREEMENT
91 CITY OF ADELANTO
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 22th day of September, 2021, by and between the City of Adelanto, a municipal corporation, organiz'ed under the laws of the State of California, with its principal place of business at 11600 Air Expressway, Adelanto, CA 92301 ("City") and IDEATE California an S-Corporation, with its principal place of business at 315 W. 9th Street, Suite 700, Los Angeles, CA 90015("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional economic development consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional economic development services, and is familiar with the plans of the City.
2.2 Project.
City desires to engage Consultant to render such professional economic development consulting services for the communications by the City with residents and the public ("Project") as set forth in this Agreement.
3. TF.RMS.
3.1 Scope of Services and Term.
3.1.1 GeneraJ Scope of Servi.ces. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional public affairs and creative communication support services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and perfonned in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 1, 2021 to March 31. 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 lndependent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing OMLO: October 2018
92 the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall 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, and workers' compensation insurance.
3.2.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.3 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. The key personnel for performance of this Agreement is as follows: Mr. Jose Atilio Hernandez.
3.2.4 City's Representative. The City hereby designates Jessie Flores, City Manager, or his/her designce, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant bul not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than lhe City Manager, City's Representative or his/her designec.
3.2.5 Consultant's Representative. Consultant hereby designates Mr. Jose Atilio Hernandez, CEO, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her 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.
3.2.6 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available lo City's staff, consultants and other staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and 2 OMLO: October 2018
93 subconsultants have all licenses, permits, qualifications and approvals of whatever nature that arc legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. 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. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9 Insurance.
3.2.9.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.9.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Senrices Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid inside the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Workers' Compensation/Employer's Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. If Consultant has no employees or agents, Consultant shall not be required to maintain Workers' Compensation Insurance. However, in the event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain and maintain Workers' Compensation/Employer's Liability Insurance in accordance with this section. 3 OMLO: October 2018
94 (C) Professional Liability (Errors & Omissions) Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant's profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
3.2.9.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Workers' Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
(B) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable Lo this Agreement. The policy must "pay on behalf of' the insured and include a provision establishing the insurer's duty to defend.
3.2.9.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.9.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to effect 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. Consultant shall require similar written express waivers and insurance clauses from each of its subconsultants.
4 OMLO: October 2018
95 3.2.9.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.2.9.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.
If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.9.8 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.
3.2.9.9 Acceptability of lnsurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2. 9.10 Enforcement of Agreement Provisions (non estoppel}. Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.9.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained herein arc not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits than the minimums contained herein, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2. 9.12 Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (B) Such insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of all services under this Agreement. 5 OMLO: October 2018
96 (C) lf coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn with a Retroactive Date prior to the effective date of the Agreement, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of all services under this Agreement.
3.2.9.13 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.
3.2.9.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies.
All policies of Commercial General Liability insurance provided by Consultant's subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form lSO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant's compliance with all insurance requirements under this Agreement, to the extent applicable.
The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, 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.
3.2.10.1 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
3.3 Fees and Payments.
3.3. l Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand dollars ($30,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, wi 11 be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe 6 OMLO: October 2018
97 the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.
3.3.4 Extra Work At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section
3.1.2, the rate set forth in Exhibit "B" may be adjusted each year at the time of renewal as set forth in Exhibit "B".
3.4 California Labor Code Provisions.
3 .4.1 Prevai I ing Wage Law. Consultant is a ware of the requirements of Cali fomia Labor Code Section 1720, et .film-, and 1770, et~-, as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Tfthe Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comp 1 y with such Prevailing Wage Laws. Consultant shall obtain a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. 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 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. This project may also be subjecl 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.
3.5 Accounting Records.
3.5. l Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant 7 OMLO: October 2018
98 to this Agreement. Consultant shall al low inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.6 General Provisions.
3.6. l Termination of Agreement.
3 .6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3 .6.1.3 Additional Services. ln the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Jose Atilio Hernandez
315 W. 9th Street, Suite 700
Los Angeles, CA 9001 5
City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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3.6.2.1 Documents & Data: 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, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherv.rise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (" Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & 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 & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information aft.er receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 Cooperation: Further Acts. The Parties shal\ fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3 .6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
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3.6.5 Indemnification.
3.6.S. l Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged 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 consequential damages, expert witness tees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services are 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.
3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by law, Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5 .1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation oflaw, this Agreement or any interest herein without the prior written consent 10 OMLO: October 2018
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of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs arc for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants 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 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 member, 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.
3.6.18 Equal Opportunity Employment. 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 nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
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3.6.20 Authority Lo Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3 .6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF ADELANTO
ATTEST:
By:
renda T ,opez
City Clerk
APPROVED AS TO FORM:
By:
Marc Tran
City Attorney
IDEATE CALIFORNIA
By:
President
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EXHIBIT "A"
SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:
IDEATE shall work with the City of Adelanto to I) increase the City's energy capacity, 2) work to expand the City's Energy Infrastructure, and 3) expand economic development opportunities for the city.
Specifically, IDEA TE shall:
Increase Energy Capacity
Identify existing load capacity issues and load growth need o Provide written recommendations to the City
o As necessary, present recommendations to City Council/Mayor Work with So Cal Edison and Edison International to increase available electricity for the City and its residential and commercial customers.
o Connect with Statewide and Local Edison Representatives o Connect with Statewide and Local decision-makers
Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
o Community Choice Aggregation
Providers- Lancaster
o Imperial Irrigation District
o Nevada Energy
o Direct Access
o Micro-Grids
Expand Energy Infrastructure
Identify long term opportunities for the City
o Municipalization
o Irrigation District
o Micro-Grids/Virtual Power Plan
Develop implementation plans
o Local Campaign
o Statewide Legislation
o MicroGrid RFP
Economic Development
Work with the City management to continue to identify economic opportunities, included but not limited to
o Broadband
o Workforce Investment
o CDPI Expansion/Community Development Centers
o General Business Development
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EXHIBIT "B"
COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($30,000.00) IDEATE respectfully requests $30,000 from September 16, 2021 to January 15, 2021. IDEATE shall adjust its $650/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month.
IDEA TE shall submit monthly itemized invoices to City of Adelanto in the amount of $7000 a month beginning October 15th. $2000 shall be due upon execution of this agreement. 106
FIRST AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS FIRST AMENDMENT (hereinafter, "First Amendment") to that "Professional Consultant Services Agreement" dated September 22, 2021 (hereinafter, the "Master Agreement") by and between CITY OF ADELANTO, a California municipal corporation (hereinafter, "City") and IDEATE, a California S-Corporation (hereinafter, "Consultant"), is hereby made and entered into this 9 1 day of February 2022 ("Effective Date"). For purposes of this First Amendment, the capitalized term "Parties" shall be a collective reference to both City and Consultant. The term "Party" may refer to either City or Consultant, interchangeably as appropriate.
RECITALS
This FIRST AMENDMENT is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional economic development consulting services according to the terms and condition set forth in the Master Agreement terminating on January 15, 2022; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A" and amended by way of this First Amendment, and
WHEREAS, the Parties further wish to amend the Master Agreement to expand the General Scope of Services, extend the term, and increase compensation and limit reimbursement for Expenses.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Recitals. The preceding recitals are hereby incorporated herein by this reference and are expressly made as covenants of this Agreement. The foregoing recitals are true and correct.
2. General Scope of Services. The Parties hereby amend Section 3.1.1 of the Master Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as follows:
The General Scope of Services of this Agreement shall be expanded by the First Amendment to the Master Agreement to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure including a water treatment plant, and develop an Urban Forestry Master Plan. -1-
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Therefore, the Master Agreement shall read in its entirety as follows:
Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional public affairs and creative communication support services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
The General Scope of Services of this Agreement shall be expanded by the First Amendment to the Master Agreement to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure including a water treatment plant, and develop an Urban Forestry Master Plan.
3. Term. The Parties hereby amend Section 3.1.2 of the Master Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as follows:
The term of this Agreement shall be extended six (6) months by the First Amendment to the Master Agreement and shall commence on January 16, 2022 to July 16, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
Therefore, the Master Agreement shall read in its entirety as follows:
The term of this Agreement shall be from October 1, 2021 to March 31, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
The term of this Agreement shall be extended six (6) months by the First Amendment to the Master Agreement and shall commence on January 16, 2022 to July 16, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
4. Compensation. The Parties hereby amend Section 3.3.1 of the Master Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as -2-
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follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services performed under this Agreement at the same hourly rate of two hundred fifty ($250)/hour and not-to-exceed thirty (30) hours a month. Services performed at an hourly rate will count towards the monthly not-to-exceed amount. The monthly not-to-exceed amount will increase from Seven thousand dollars ($7,000) to Seventy-five hundred dollars ($7,500). The total compensation not-to-exceed amount shall increase from Thirty thousand dollars ($30,000) to Forty-five thousand dollars ($45,000) without the written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.
Therefore, the Master Agreement shall read in its entirety as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at rates set forth in Exhibit "B" attached hereto and incorporated by reference. The total compensation shall not exceed Thirty thousand dollars ($30,000) without written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
Consultant shall receive compensation, excluding authorized reimbursements, for all Services performed under this Agreement at the same hourly rate of two hundred fifty ($250)/hour and not-to-exceed thirty (30) hours a month. Services performed at an hourly rate will count towards the monthly not-to-exceed amount. The monthly not-to-exceed amount will increase from Seven thousand dollars ($7,000) to Seventy-five hundred dollars ($7,500). The total compensation not-to-exceed amount shall increase from Thirty thousand dollars ($30,000) to Forty-five thousand dollars ($45,000) without the written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.
5. Reimbursement. The Parties hereby amend Section 3.3.3 of the Master Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as follows:
Consultant shall not receive reimbursement for any travel and expenses unless prior written authorization is provided by City Manager and the amount shall not exceed One Thousand dollars ($1,000) a month.
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Therefore, the Master Agreement shall read in its entirety as follows:
Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.
Consultant shall not receive reimbursement for any travel and expenses unless prior written authorization is provided by City Manager and the amount shall not exceed One Thousand dollars ($1,000) a month.
6. Entire Agreement. The Master Agreement, together with this First Amendment, embodies the entire understanding between Consultant and City with respect to its subject matter and can be changed only by an instrument in writing signed by Consultant and City.
7. Effect of Amendment. The term "Agreement" when used in this First Amendment or the Master Agreement shall mean the Master Agreement as amended, modified, and supplemented by this First Amendment unless the context would require otherwise. Except to the extent the Master Agreement is modified by this First Amendment, the remaining terms and conditions of the Master Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Master Agreement and the terms and conditions of this First Amendment, the terms and conditions of this First Amendment shall prevail and control.
[SIGNATURES ON FOLLOWING PAGE]
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Jessie Flores, City Manager
Date: February 9,2022
c - By: --. By:
andez, President
Date: 3
'
8 '
2022
IN WTINESS WHEREOF, this First Amendment has been executed as of the day and year first set forth above.
CITY OF ADELANTO: IDEATE California:
ATTEST:
Brenda Lopez
City Clerk
Date: February 9,2022
APPROVED AS TO FORM:
l\f\.
Marc Tran, City Attorney
Olivarez Madruga Lemieux O'Neill
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111
EXHIBIT "A"
MASTER AGREEMENT
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112
EXHIBIT "B"
Curriculum Vitae and Overview
-7.
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2022
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master Agreement"), is hereby made and entered into this 12th day of October, 2022 (hereinafter, "Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Second Amendment, the capitalized term "Parties" shall be a collective reference to both City and Consultant. The capitalized term "Party" may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Second Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, for purposes of this Second Amendment, the Master Agreement as amended by way of the First Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties now wish to further modify the Scope of Services, extend the Term, and further limit the reimbursement for expenses; and WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) for all work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) by THIRTY THOUSAND DOLLARS ($30,000), for a new total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master Agreement is hereby amended to expand the scope of Services to include the development of an 114
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment plant, and development of an Urban Forestry Master Plan.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional six (6) months commencing as of July 17, 2022 through January 16, 2023.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" which is attached and incorporated hereto. The total compensation shall not exceed a monthly notto-exceed amount of Five Thousand Dollars ($5,000) (hereinafter "Monthly Not-toExceed") for a total not-to-exceed compensation of One Hundred Five Thousand Dollars ($105,000) (hereinafter "Total Compensation").
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master Agreement is hereby amended in its entirety to read as follows" Consultant shall not receive reimbursement for any travel expenses unless prior written authorization is provided by City Manager. Reimbursement for any travel expenses shall not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Second Amendment, the Master Agreement as previously amended by way of the First Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Second Amendment together with the Master Agreement and the First Amendment, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Second Amendment, including any and all attachments to this Second Amendment and the provisions of the Master Agreement or the First Amendment, the provisions of the Second Amendment shall govern and control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Second Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First Amendment and except, as otherwise provided under this Second Amendment, the Master Agreement as previously amended by way of the First Amendment, and all provisions contained therein shall remain binding and enforceable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed on the day and year first appearing above.
CITY: CONSULTANT:
CITY OF ADELANTO IDEATE CALIFORNIA, LLC
By:
Jessie Flores, City Manager
Date:10/13/2022
By:
Name:
Title:
Date:
APPROVED AS TO FORM:
By: IS
Marc Tran, City Attorney
Date: October 17, 2022
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EXHIBIT "A"
MASTER AGREEMENT
4 117
2023
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS THIRD AMENDMENT (hereinafter, "Third Amendment") to that certain agreement entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master Agreement"), is hereby made and entered into this 22 day of March, 2023 (hereinafter, "Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Third Amendment, the capitalized term "Parties" shall be a collective reference to both City and Consultant The capitalized term "Party" may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Third Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a second amendment (hereinafter "Second Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, for purposes of this Third Amendment, the Master Agreement as amended by way of the First and Second Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties now wish to further extend the Term and further increase the compensation; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) for all work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) by THIRTY THOUSAND DOLLARS ($30,000), for a new total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and 118
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional six (6) months commencing as of January 17, 2023 through July 16, 2023.
SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" which is attached and incorporated hereto. The total compensation shall not exceed a monthly notto-exceed amount of Five Thousand Dollars ($5,000) (hereinafter "Monthly Not-toExceed") for a total not-to-exceed compensation of One Hundred Thirty-Five Thousand Dollars ($135,000) (hereinafter "Total Compensation").
SECTION 3. Except as otherwise set forth in this Third Amendment, the Master Agreement as previously amended by way of the First and Second Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Third Amendment together with the Master Agreement and the First and Second Amendment, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Third Amendment, including any and all attachments to this Third Amendment and the provisions of the Master Agreement or the First and Second Amendment, the provisions of the Third Amendment shall govern and control but only to the extent of the conflict and no further.
SECTION 4. The provisions of this Third Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First and Second Amendment and except, as otherwise provided under this Third Amendment, the Master Agreement as previously amended by way of the First and Second Amendment, and all provisions contained therein shall remain binding and enforceable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed on the day and year first appearing above.
CITY:
CITY OF ADELANTO
CONSULTANT:
IDEATE CALIFORNIA, LLC
.m.-- ".+.=..........
By:
Name:Jose Hernandez
By:
Date:
Title: CEO and Founder
Date: 03/23/2023
APPROVED AS TO FORM:
By:
Marc Tran, City Attorney
Date: March 28, 2022
3 120
EXHIBIT "A"
MASTER AGREEMENT
4 121
2023
FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FOURTH AMENDMENT (hereinafter, "Fourth Amendment") to that certain agreement entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master Agreement"), is hereby made and entered into this 26th day of July, 2023 (hereinafter, "Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Fourth Amendment, the capitalized term "Parties" shall be a collective reference to both City and Consultant. The capitalized term "Party" may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Fourth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by Way of a second amendment (hereinafter "Second Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a third amendment (hereinafter "Third Amendment"), and approved by the City Council of the City of Adelanto ("City Council") at its Regular Meeting of March 22, 2023, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, for purposes of this Fourth Amendment, the Master Agreement as amended by way of the First, Second and Third Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties now wish to further modify the Scope of Services, extend the Term, and further limit the reimbursement for expenses; and WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) for all work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and
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WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) by NINETY THOUSAND DOLLARS ($90,000), for a new total Not-to-Exceed Sum of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master Agreement is hereby amended to expand the scope of Services to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment plant, and development of an Urban Forestry Master Plan.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional twelve (12) months commencing as of July 17, 2023 through July 16, 2024.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" which is attached and incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of Seven Thousand Five Hundred Dollars ($7,500) (hereinafter "Monthly Not-to-Exceed") for a total not-to-exceed compensation of Two Hundred Twenty Five Thousand Dollars ($225,000) (hereinafter "Total Compensation").
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master Agreement is hereby amended in its entirety to read as follows" Consultant shall not receive reimbursement for any travel expenses unless prior written authorization is provided by City Manager. Reimbursement for any travel expenses shall not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except , as otherwise set forth in this Fourth Amendment, the Master Agreement as previously amended by way of the First, Second and Third Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Second Amendment together with the Master Agreement and the First, Second and Third Amendment, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Fourth Amendment, including any and all attachments to this Fourth Amendment and the provisions of the Master Agreement or the First, Second and Third Amendment, the provisions of the Fourth Amendment shall govern and control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Fourth Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First, Second and Third Amendment and except, as otherwise provided under this Fourth Amendment, the Master Agreement as previously 2 123
amended by way of the First, Second and Third Amendment, and all provisions contained therein shall remain binding and enforceable.
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Jessie lores, City anager
1-0 Cg-0
fig i?
By:
Name:
Title:
Date:
IN WITNESS WHEREOF, theTardes hereto have caused this Fourth Amendment to be executed on the day and year first appearing above.
CITY:
CITY OF ADELAINTO
APPROVED AS TO FORM:
By:41:112./11-
Date: c1/1 3/23
CONSULTANT:
IDEATE CALIFORNIA, LLC
Todd titan, it Attorney
4 125
eryr: elk -Tar!" •
Transforming Ideas into Policy and Political Action
August 1, 2023
To . Jessie Flores, City Manager, City of Adelanto
Angel Castellanos, Director of Finance, City of Adelanto Fr: Jose Atilio Hernandez, Founder/CEO IDEATE California Lizette Solorzano, Executive Manager, IDEATE California Re: Scope of Work- 2023/24
The purp6se of this memo is to describe the proposed scope of work IDEATE seeks to perform for the City of Adelanto.
Scope of Work
IDEATE shall work with the City of Adelanto to 1) secure the long term viability of the Adelanto Public Utility Authority (APUA), 2) increase APUA's ability to provide for the expanding Infrastructure of the City of Adelanto, 3) maximize APUA's ability to provide timely electrification for projects, 4) mitigate against issues impacting APUA, the City, and development (Joshua Trees), 5) and develop recommendations to secure additional state wide resources for APUA and the city of Adelanto. Specifically, IDEATE shall:
Expanding Adelanto Public Utility Authority
- In coordination with Adelanto leadership, work to ensure APUA can o Meet wastewater regulatory requirements
o Transition to producing hydrogen/excess power
o Position the department to address timely electrification needs Ensuring for Adequate and Timely Energy Supply
Include APUA in monthly coordination with Southern California Edison to ensure city approved projects are prioritized
o Continue to work with the City and Edison to Identify existing load capacity Issues and load growth need
Position APUA to assess electric needs in the city
o Address immediate needs
o Provide for short term needs
o Ensure for future development
• Work with So Cal Edison and Edison International to increase long term needs for the City and its residential, commercial, and industrial customers.
• Connect with Statewide and Local Edison Representatives 126
* Connect with Statewide and Local decision-makers
- Continue to Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
o Hydrogen fuel grants
• Local/federal
o Climate Change Funding
Economic Development
Work with the City management to continue to identify economic opportunities, included but not limited to
o Brightline West
o Broadband
o Workforce Investment
o CDFI Expansion/Community Development Centers
o General Business Development
Fees and Payment
IDEATE respectfully requests $90,000 from August 1, 2023 to July 31, 2024. IDEATE shall adjust Its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month.
IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $7500 a month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000 monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise as to the status and progress of the work. IDEATE shall set up weekly check-ins with the City Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or joint venturer of the City. of Adelanto and neither party shall have the authority to bind the other in any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by the City of Adelanto under this Engagement Memo, and will perform each and every other act necessary to or required in the conduct of its business. In addition, IDEATE must comply with all 127
Jessie Flo
City Manager
Jo tilio Hernan e
IDEATE California
Founder/CEO
laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE's actions.
Confidential information/ Intellectual Property and Proprietary Rights IDEATE acknowledges that it shall be provided or have access to the confidential business Information and trade secrets of the City of Adelanto, including but not limited to copyrighted material, trade names, trademarks, service Marks, the City of Adelanto's tools, methodologies, trade secrets, business and financial strategies, and other intellectual property of the City of Adelanto ("Confidential Information"). IDEATE understands that the City of Adelanto strictly prohibits the unauthorized use or distribution of any Confidential Information, and that IDEATE shall not use or disclose any such Confidential Information without the prior written consent of the City of Adelanto IDEATE accepts liability for any unauthorized disclosure or use of Confidential Information and recognizes that the improper and impermissible disclosure or use of any Confidential Information and will cause irreparable damage to the City of Adelanto Confirmation of Agreement
This Engagement memo constitutes the entire agreement of the parties and supersedes all prior communications, agreements, and promises, either oral or written. Any modifications to this engagement letter shall be effective only when agreed to in writing by both the City of Adelanto and IDEATE.
Please confirm the City of Adelanto 's agreement to the terms of this Engagement memo by signing a copy of this memo, returning it to us and sending us a copy either via PDF or mail.
ACCEPTED AND AGREED TO THIS 1st DAY OF August, 2023
128
2024
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FIFTH AMENDMENT (hereinafter, “Fifth Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated September 22, 2021 (hereinafter, “Master Agreement”), is hereby made and entered into this 1St day of August, 2024 (hereinafter, “Effective Date”), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and IDEATE CALIFORNIA (hereinafter, “Consultant”). For purposes ofthis Fifth Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The capitalized term “Party” may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Fifth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter “First Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a second amendment (hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a third amendment (hereinafter “Third Amendment”), and approved by the City Council ofthe City ofAdelanto (“City Council”) at its Regular Meeting of March 22, 2023, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, the Master Agreement was later amended by way of a fourth amendment (hereinafter “Fourth Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of August 9, 2023, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, for purposes of this Fifth Amendment, the Master Agreement as amended by way of the First, Second, Third and Fourth Amendment, may be referred to collectively as the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”; and
WHEREAS, the Parties now wish to modify the Scope of Services, extend the Term, and 1 129
limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to—Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed Sum”); and
WHEREAS, the Parties agree on a compensation total Not-to—Exceed Sum of FORTY FIVE THTHOUSAND DOLLARS ($45,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) 0f the Master Agreement is hereby amended to expand the scope of Services to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment plant, and development of hydrothermal-ener‘gy plan and potential recycle water utilization plan for power generation.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional six (6) months commencing as of August 1, 2024 through January 31, 2025.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” Which is attached and incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of Seven Thousand Five Hundred Dollars ($7,500) (hereinafter “Monthly Not-to-Exceed”) for a total not-to-exceed compensation of Forty Five Thousand Dollars ($45,000) (hereinafter “Total Compensation”).
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master Agreement is hereby arhended in its entirety to read as follows” Consultant shall not receive reimbursement for any travel expenses unless prior written authorization is provided by City Manager. Reimbursement for any travel expenses shall not exceed a monthly not-to-exceed‘ amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Fifth Amendment, the Master Agreement as previously amended by way of the First, Second, Third and Fourth Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Amendment together with the Master Agreement and the First, Second, Third and Fourth Amendment, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Fifth Amendment, including any and all attachments to this Fifth Amendment and the provisions of the Master Agreement or the First, 2 130
Second, Third and Fourth Amendment, the provisions of the Fifth Amendment shall govern and control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Fifth Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First, Second, Third and Fourth Amendment and except, as otherwise provided under this Fifth Amendment, the Master Agreement as previously amended by way ofthe First, Second, Third and Fourth Amendment, and all provisions contained therein shall remain binding and enforceable. [SIGNATURES ON NEXT PAGE]
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132
133
- Continue to Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
0 Hydrogen fuel grants
" Local/federal
0 Climate Change Funding
Economic Development
- Work with the City management to continue to identify economic opportunities, included but not limited to
o Brightline West
Broadband
Workforce Investment
CDFI Expansion/Community Development Centers
0000
General Business Development
Fees and Payment
IDEATE respectfully requests $45,000 from August 1, 2024 to January 31, 2025. IDEATE shall adjust its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month. IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $7500 a month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000 monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise as to the status and progress of the work. IDEATE shall set up weekly check—ins with the City Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or joint venturer of the City of Adelanto and neither party shall have the authority to bind the other in any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by the City of Adelanto under this Engagement Memo, and will perform each and every other act necessary to or required in the conduct of its business. In addition, IDEATE must comply with all laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE’s actions. 134
135
EXHIBIT “A”
MASTER AGREEMENT
136
CITY OF ADELANTO
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 22th day of September, 2021, by and between the City of Adelanto, a municipal corporation, organiied under the laws 01‘ the State of California, with its principal place of business at 11600 Air Expressway, Adclanto, CA 92301 (“City") and IDEATF. California an S-Corporation, with its principal place of business at 315 W. 9'“ Street, Suite 700. Los Angeles, CA 90015("C0nsu1tant“). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assumc responsibility for the provision of certain professional economic development consulting services required by the City on the terms and conditions set forth in this Agreement, Consultant represents that it is experienced in providing professional economic development services, and is familiar with the plans ofthe City.
2.2 Proj cct.
City desires to engage Consultant to render Such prOfessional economic development consulting services [or the communications by the City with residents and the public ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General 86096 of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fiilly and adequately supply the professional public affairs and creative communication support services necessary for the Project (”Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 1, 2021 to March 31. 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Indcnendent Contractor Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will detenninc the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or difibrent services for others during the term of this Agreement. Any additional personnel performing 1 OMLO: October 2013
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the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such pcrsonnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemp10ymentinsurance: disability insurance. and workers' compensation insurance.
3.2.2 Conformance to Agglicablc Reqpirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.3 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 bc 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 Proj act by the Consultant at the request of the City. The key personnel for performance of this Agreement is as follows: Mr. Jose Atilio Hernandez.
3.2.4 City‘s Regrcsematiye. The City hereby designates Jessie Flores, City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance oi'this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary dOCuments which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City‘s Representative or his/her designcc.
3.2.5 Consultant‘s Regresentative. Consultant hereby designates Mr. Jose Atilio Hernandez. CEO, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions Ofthe Scrviees under this Agreement.
32.6 ,Coordinatim of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.7 Standard 01" Care' Performance of Emnlovces. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same'disciplinc in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and 2 OMLO: October 2018
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subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant‘s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subeconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Laws anLIfiggutatiom. Consultant shall keep itself fully informed of and in compliance with all local state and federal laws,ru1es and regulations in any manner affecting the performance of tho P1ojeet or the Services including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulationsin connection with Services. It 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. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions ofthis Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9 InsuranCe.
3.2.9.1 Time for ggompliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this Section.
3.2.9.2 Tynes of insurance Required. As a condition precedent to the effectiveness 'of this Agreement for work to be performed hereunder, and WithOut limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of'insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial. General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence" form CG 0001, 01' the exact equivalent, with limits of not less than $1 ,000,000 per occurrence and no less than $2000,0001n the general aggregate. Defense costs shall be paid inside the limits The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusi0n(s) contrary to the terms 01' purpOSes of th1s Agreement.
(B) WOrkers' Compensation/Employer’s Liability: Workers' Compensation Insu1'ance,as required by the State of California and meloyer's I iability Insurance with a limit of not less than $1,000000 per accident for bodily1nj ury and disease It Consultant has no employees or agents, Consultant shall not be requned to maintain Workers Compensation Insurance. However in the event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain and maintain Workers" Compensation/Employer’s Liability Insurance in accordance with this section. 3 OMLO: October 2018
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(C) Professional Liability (Errors & Omissions) Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution. testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date 0fthc inilial Agreement and continuous coverage Will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from tcnnination or expiratibn 01' this Agreement.
3.2.9.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Workers' Compensation:
( 1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be a110wed for non-paymcnt ofpremium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City. its officials, officers, employees, agents, and volunteers.
(B) Professional Liability (Errors & Omissions):
(l) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of“ the insured and include a provision establishing the insurer’s duty to defend.
3.2.9.4 ?rimary: and Non-Conlribu§ing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible. or sclf—insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.9.5 Waiver of Sgbrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or Others providing insurance evidence in compliance with these specifications to waive their right 01' recovery prior to a‘ loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may vauire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to effect this waiver ofsubtogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation cnddrsement from the insurer. Consultant shall require similar written express waivers and insurance clauses from each of its subconsuhants.
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3.2.9.6 Deductibles and SelY-anurcd Retentions. Any deductible 0r sclf—insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible 0r self—insured retention.
3.2.9.7 Evidenge gt Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms apprbvcd by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least filteen (15 days) prior to_ the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.
If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.9.8 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.
3.2.9.9 Agcggtabithyyf Insurerg. Each such policy shall be from a company or companies with a current AM. Best's rating 01' no less than AzVII and authorized to transact business of insurance in the State of California. or otherwise allowed to place insurance through surplus lino brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.9.10 Enforcement of Agreement Provisions (non 631009611. Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.9.11 Reguirements Ngt Limiting. Requirement of specific coverage 01’ minimum limits contained herein are not intended as a limitation on Coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits than the minimums contained herein. the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any avai1able insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.9.12 g‘jaimg Made Poiicies. If any of the required policies provide coverage on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (B) Such inSutance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of all services under this Agreement. 5 OMLO: October 2018
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(C) 11' coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the effective date of the Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion ofall services under this Agreement.
3.2.9.13 Snecial 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.
3.2.9.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant‘s policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms ot‘these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds 10 the subconsultant's policies.
All policies of Commercial General Liability insurance provided by Consultant‘s subconsultants performing work relating to this Agreement shall be endorsed to name the City. its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement prov1d1ng equivalent coverage Consultant shall not allow any subconsmtant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’ s compliance with all1nsuranee requirements under this Agreement, to the extent applicable The Consultant shall provide satisfactory evidence of compliance with this section upon request 010 the City.
3.2.10 Safety. Consultant shall execute and maintain its w01k so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcensultants, 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.
3.2.10.1 Standard of Care. Consultant warrants that all employees and subcontractors shall have suffieient skill and experience to perform the work assigned to them without impacting water quality in violation of- the laws, regulations and policies described in Section 3.2.12.2 of. this Agreement. Consultant fmther warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
3.3 Fees and Payments.
3.3.1 Comgensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand dollars ($30,000.00) without Written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 ?ayment of (fog.gensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe 6 OMLO: October 2018
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the amount of Services provided Since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non—disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. :Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 01' included in Exhibit ”B" ot‘this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increascg. In the event that this Agreement is renewed pursuant to Section
3.1.2, the rate set forth in Exhibit “B” may be adjusted each year at the time of renewal as set forth in Exhibit “B”.
3.4 California Labor Code Provisions.
3.4.1 Prevailing Wage Law. Consultant is aware of the requirements of California Labor Code Section 1720, e_t Egg and 1770, e_t m. as well as California Code of Regulations, Title 8, Section 16000, et seq._, ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works“ and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" 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 obtain a copy of the prevailing rates of per diem wages in effect at the commencement ofthis Agreement from the we bsite of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out ofany failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registt‘ation. 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.], the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the proj eat and require the same of any subconsultants. This project 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.
3.5 Accounting Record 5.
3.5.1 Maintenance and Insgection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City duting normal business hours to examine, audit, and make transcripts 01' copies of such records and any other documents created pursuant 7 OMLO: October 2013
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to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination oonree-ment.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have. been adequately rendered to City, and Consultant shall be entitled to no Further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Terminm. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or, unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide Such document and other information within fifteen (:15) days of the request.
3.6.1.3 Aggitioml Sowicg. In the event this Agreement is terminated in whole. or in part as provided herein, City may procure, upon such terms and in such manner as it. may determine appropriate, services similar to those terminated.
3. 6. l .4 Deiivcry of Notices. All notices permitted or required under this Agi'ecrncnt shall be given to the respective parties at the tollowing address or at such other address as the respective parties may provide1n wr1t1ng for this purpose:
Consultant: J ose Atilio Hernandez
315 W. 9‘" Street, Suite 700
Los Angeles, CA 90015
City: City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or When mailed, fofly-eight (48) hours after deposit in the US Mail, first class postage prepaid and addressed to the party at its applicable address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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3.6.2 Ownershig of Materials ang Confidentiality.
3.6.2.1 Documents 8.; Data; Licensigg oflmellectual Progeny. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Censultant under this Agreement ("Documents 3:. Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsullant prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & 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 & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.2 Confidentiality. Allideas,memoranda,specifications,plans,procedures, drawings, descriptions, computer program data, input. record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent ot‘City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known. to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production 01' other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (”Proprietary Information”) unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant‘s objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City 'shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competentjurisdiction requires that City release such information.
3.6.3 nggeration; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3 ,6.4 Attorney’s Fees. If either party commences an action against the other party, eith er legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
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3.6.5 Indemnification.
3.6.5.1 Scogg of Indemnity. To the Fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, j udgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims’) in any manner arising out of, pertaining to, or incident to any alleged 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 conscquential damages, expert witness fees and attomeys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the eittent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, 01' relate to the negligence, recklessness, 0r 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.
3.6.5.2 Additignal Indemnity Obligations. T0 the fullest extent pennitted by law, Consultant shall defend, with counsel of City’s choosing and a1 Consultant’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy anyjudgment, award 01’ decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or Volunteers as part 01‘ any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse City and its dircctors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any. received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof. and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by hoth parties.
3.6.7 gioveming Law; This Agreement shall be governed by the laws of the State 01‘ California. Venue shall be in San Bernardino County. .
3.6.8 Time Of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City‘s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 _S_§_u,,§§_e_s§9§5 and assigns. This Agreement shall be binding on the successors and assigns ol‘ the parties.
3.6.11 Assi rnmem or Tm r. Consultant shall not assign, hypothecate, or transfer, either directly or by operation oflaw, this Agreement or any interest herein without the prior written conse nt 10 OMLO: October 2015
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of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferecs shall acquire no right or interest by reason ot‘such attempted assignment, hypotheeation or transfer.
3.6.12 Construction References Cannons. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly For or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not defi ne, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 amendment; Modification. N0 supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
36.15 No Third—Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 invalidity; cherabiiitg. If any portion of this Agreement is declared invalid, illegal, or otherwise unen forceable by a court of competent jurisdiction, the remaining provisions shall Continue in full force and effect.
3.6.17 Prohibited Interestg. Consultant maintains and warrants 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 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. l“ or the term of this Agreement, no member, 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.
3.618 Egugl Oppgnunigfimploymcm. 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 nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan Or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware ofthe provisions of Section 3700 ofthe California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self—insurance in accordance with the provisions of that Code, and agrees to comply with such provisions bcforc commencing the performance of the Services.
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3.6.20 Authority to Enter Agreement. Consultant has all fequisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Countergarts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Alggroval Reguired. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF ADELANTO IDEATE
CALIFORNIA
( " .v By:
President
Josmmmaf‘” WW
ATTEST:
By: £152,455; 52$ M:
renda Lopez ’
City Clerk
APPROVED AS TO FORM:
By: ‘
Marc rad
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:
IDEATE shall work with the City of Adelanto t0 1) increase the City’s energy capacity , 2) work to expand the City’s Energy Infrastructure, and 3) expand economic development opportunities for the city.
Specifically, IDEATE. shall:
Increase Energy) Capacity
— Identify existing load capacity issues and load growth need 0 Provide written recommendations to the City
0 As necessary, present recommendations to City Council/Mayor - Work with So Cal Edison and Edison International to increase available eleétricity for the City and its residential and commercial customers.
0 Connect with Statewide and Local Edison Representatives 0 Con neat with Statewide and Local decision-makcrs
- Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
0 Community Choice Aggregation
Providers- Lancaster
Imperial Irrigation District
Nevada Energy
Direct Access
OOO'O
Micro-Grids
Expand Energy Infrastructure
— Identify long term opportunities for the City
0 Municipalization
o Irrigation District
0 Micro-Grids/Virtual Power Plan
- Develop implementation plans
0 Local Campaign
0 Statewide Legislation
0 MicroGrid RFP
Economic Development
— Work with the City management to continue to identify economic opportunities, included but not limited to
0 Broadband
0 Workforce Investment
0 CDFI Expansion/Community Development Centers
0 General Business Development
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EXHIBIT "B"
COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($3 0,000.00) IDEATE respectfillly requests $30,000 from September 16, 2021 to January 15, 2021. IDEATE shall adjust its $650/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hom's a month.
IDEATE shall submit monthly itemized in_voices to City of Adelanto in the amount of $7000 a month beginning October 15*. $2000 shall be due upOn execution of this agreement. 150
March 1, 2025
To: Jessie Flores, City Manager, City of Adelanto
Fr: Jose Atilio Hernandez, Founder/CEO IDEATE California Lizette Solorzano, Executive Manager, IDEATE California Re: Scope of Work- 2024/25
The purpose of this memo is to describe the proposed scope of work IDEATE seeks to perform for the City of Adelanto.
Scope of Work
IDEATE shall work with the City of Adelanto to 1) secure the long term viability of the Adelanto Public Utility Authority (APUA), 2) increase APUA’s ability to provide for the expanding infrastructure of the City of Adelanto, 3) maximize APUA’s ability to provide timely electrification for projects, 4) mitigate against issues impacting APUA, the City, and development (Joshua Trees), 5) and develop recommendations to secure additional state wide resources for APUA and the city of Adelanto. Specifically, IDEATE shall:
Expanding Adelanto Public Utility Authority
- In coordination with Adelanto leadership, work to ensure APUA can o Meet wastewater regulatory requirements
o Transition to producing hydrogen/excess power
▪ Position Adelanto as a Hydrogen Hub
o Position the department to address timely electrification needs ▪ Drafting State Legislation to support infrastructure development Ensuring for Adequate and Timely Energy Supply
- Include APUA in monthly coordination with Southern California Edison to ensure city approved projects are prioritized
o Continue to work with the City and Edison to Identify existing load capacity issues and load growth need
- Position APUA to assess electric needs in the city
o Address immediate needs
o Provide for short term needs
o Ensure for future development
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▪ Work with So Cal Edison and Edison International to increase long term needs for the City and its residential, commercial, and industrial customers.
▪ Connect with Statewide and Local Edison Representatives ▪ Connect with Statewide and Local decision-makers
- Continue to Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
o Hydrogen fuel grants
▪ Local/federal
o Climate Change Funding
Economic Development
- Work with the City management to continue to identify economic opportunities, included but not limited to
o Brightline West
o Broadband
o Workforce Investment
o CDFI Expansion/Community Development Centers
o General Business Development
Fees and Payment
IDEATE respectfully requests $45,000 from February 1, 2025 to July 31, 2025. IDEATE shall adjust its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month. IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $7500 a month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000 monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise as to the status and progress of the work. IDEATE shall set up weekly check-ins with the City Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or joint venturer of the City of Adelanto and neither party shall have the authority to bind the other in any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be 152
responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by the City of Adelanto under this Engagement Memo, and will perform each and every other act necessary to or required in the conduct of its business. In addition, IDEATE must comply with all laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE’s actions.
Confidential Information/ Intellectual Property and Proprietary Rights IDEATE acknowledges that it shall be provided or have access to the confidential business information and trade secrets of the City of Adelanto, including but not limited to copyrighted material, trade names, trademarks, service marks, the City of Adelanto’s tools, methodologies, trade secrets, business and financial strategies, and other intellectual property of the City of Adelanto (“Confidential Information”). IDEATE understands that the City of Adelanto strictly prohibits the unauthorized use or distribution of any Confidential Information, and that IDEATE shall not use or disclose any such Confidential Information without the prior written consent of the City of Adelanto IDEATE accepts liability for any unauthorized disclosure or use of Confidential Information and recognizes that the improper and impermissible disclosure or use of any Confidential Information and will cause irreparable damage to the City of Adelanto Confirmation of Agreement
This Engagement memo constitutes the entire agreement of the parties and supersedes all prior communications, agreements, and promises, either oral or written. Any modifications to this engagement letter shall be effective only when agreed to in writing by both the City of Adelanto and IDEATE.
Please confirm the City of Adelanto ‘s agreement to the terms of this Engagement memo by signing a copy of this memo, returning it to us and sending us a copy either via PDF or mail.
ACCEPTED AND AGREED TO THIS 1
st DAY OF March, 2025
________________________
Jessie Flores
City Manager
______________________________
Jose Atilio Hernandez
IDEATE California
Founder/CEO
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