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CITY OF FONTANA
PROFESSIONAL SERVICES AGREEMENT
SQ-43-DE-23-2
This Agreement is made and entered into as of May 26, 2026 by and between the City of Fontana, a public agency organized and operating un der the laws of the State of California with its principal place of business at 8353 Sierra Aven ue, Fontana, California 92335 (“City”), and Cordoba Corporation, a Corporation with its princip al place of business at 3105 Sedona Court, Ontario, California 91764 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of Californ ia and is in need of professional services for the following project:
Regional Navigation Center Tenant Improvements Proj ect (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessar y qualifications to provide such services.
C. The Parties desire by this Agreement to establis h the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for serv ices rendered by Consultant under this Agreement exceed the sum of $535,771.00 [Five Hundred Thirty-Five Thousand Seven Hundred Seventy-One and No Cents]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warr anted, it shall be processed in the following manner: a letter outlining the changes shall be fo rwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
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be prepared by the City and executed by both Partie s before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and o ther evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the dat e of final payment under the contract for inspection by City.
5. Term
The term of this Agreement shall be from May 26, 2026 to November 26, 2028, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of th is Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyon d the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquake s; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, an d other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-perform ing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued p erformance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws , ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, a s requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
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Consultant’s services will be performed in accordan ce with generally accepted professional practices and principles and in a mann er consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer th is Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer wi thout such consent shall be void and without legal effect and shall constitute grounds for termi nation. Subcontracts, if any, shall contain a provision making them subject to all provisions sti pulated in this Agreement. Nothing contained herein shall prevent Consultant from employing inde pendent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an emp loyee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured al l insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, dur ing the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insu rance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Li ability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must i nclude coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclu sion deleted
(7) Contractual Liability with respect to this Agre ement (8) Property Damage
(9) Independent Contractors Coverage
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(iv) The policy shall contain no endorsements or p rovisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, off icers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize eit her deductibles or provide coverage excess of a self-insured retention , subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance sh all be at least as broad as Insurance Services Office Form Number CA 0 0 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, o fficers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the a utomobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of th e provisions of Section 3700 of the California Labor Code which requires ev ery employer to be insured against liability for workers’ compensation or to undertake self-insu rance in accordance with the provisions of that code, and he/she will comply with such provisi ons before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performa nce of the work under this Agreement, the Consultant shall maintain full compensation insuran ce for all persons employed directly by him/her to carry out the work contemplated under th is Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Emp loyer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation c overage of the same type and limits as specified in this section.
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d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to t he City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurr ence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single l imit Employer’s Liability $1,000,000 per accident or d isease Professional Liability $1,000,000 per claim and a ggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverag e, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. A ny available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certific ate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, wher e appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thir ty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
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non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver ren ewal certificate(s) including the General Liability Additional Insured Endorsement to the Cit y at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Au tomobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting pe riod A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy wi th a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for t he professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in complianc e with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers a nd insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separat ely to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such ot her actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by accept able insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or com panies with a current A.M. Best's rating of no less than A :VII and admitted to transact in the business of insurance in the State of California, o r otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qu alify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreemen t, including but not limited to, the provisions concerning indemnification.
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(ii) If at any time during the life of the Agreemen t, any policy of insurance required under this Agreement does not co mply with these specifications or is canceled and not replaced, City has the right but n ot the duty to obtain the insurance it deems necessary and any premium paid by City will be prom ptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Con sultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provid e complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, off icers, employees, agents or volunteers shall be personally responsible for a ny liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultan t shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification .
a. To the fullest extent permitted by law, Consulta nt shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, d emands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in l aw or equity, to property or persons, including wrongful death, in any manner arising out of, pert aining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and exp enses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professi onal” services (as that term is defined under Civil Code section 2782.8), then, and only to the e xtent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of Cal ifornia Labor Code Sections 1720 et seq. and 1770 et seq., which require the pa yment of prevailing wage rates and the performance of other requirements on certain “publi c works” and “maintenance” projects
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(“Prevailing Wage Laws”). If the services are bein g 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 t o fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Preva iling Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (La bor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777. 5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Secti on 1777.1). The requirement to submit certified payroll records directly to the Labor Com missioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Co de Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such s ervices must be registered with the Department of Industrial Relations. Consultant sha ll maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to complian ce monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labo r compliance requirements. Any stop orders issued by the Department of Industrial Relations ag ainst Consultant or any subcontractor that affect Consultant’s performance of services, includ ing any delay, shall be Consultant’s sole responsibility. Any delay arising out of or result ing from such stop orders shall be considered Consultant caused delay and shall not be compensabl e by the City. Consultant shall defend, indemnify and hold the City, its officials, officer s, employees and agents free and harmless from any claim or liability arising out of stop orders i ssued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies t hat it fully complies with all requirements and restrictions of state and federal law respectin g the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved.
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce an y term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
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17. Termination or Abandonment
a. City has the right to terminate or abandon any p ortion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possessio n to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work compl eted prior to termination. If said termination occurs prior to completion of any task for the Proj ect for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed t o by City and Consultant of the portion of such task completed but not paid prior to said term ination. City shall not be liable for any costs other than the charges or portions thereof which ar e specified herein. Consultant shall not be entitled to payment for unperformed services, and s hall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provi de further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the t erms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Te rmination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Syed Raza, PE, as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: Jeffrey Kim, Department of Engineering
CONSULTANT:
Cordoba Corporation
3105 Sedona Court
Ontario, CA 91764
Attn: Trevor Mason
and shall be effective upon receipt thereof.
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22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportuni ty employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other intere sts protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the e ntire understanding of City and Consultant as to those matters contained herein, an d supersedes and cancels any prior or contemporaneous oral or written understanding, prom ises or representations with respect to those matters covered hereunder. Each Party acknow ledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void . This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inur e to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operatio n of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be c onsidered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
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30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working sol ely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it ha s 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 othe r consideration contingent upon or resulting from the award or making of this Agreement. For br each or violation of this warranty, City shall have the right to rescind this Agreement without li ability. For the term of this Agreement, no director, official, officer or employee of City, du ring the term of his or her service with City, shal l have any direct interest in this Agreement, or obta in any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF FONTANA AND CORDOBA CORPORATION
CITY OF FONTANA
By:
Matthew C. Ballantyne
City Manager
CORDOBA CORPORATION
By:
Michael J. Boomsma
Executive Vice President
Attest:
By:
Germaine McClellan Key
City Clerk
By:
Phillip Burum
Deputy City Manager
Approved as to form:
Best Best & Krieger LLP
City Attorney
By: _____________________________
Gia Kim
Public Works Director / City Engineer
IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: ______________________________
Rakesha Voss
Human Resources & Risk Management Director
IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINIST RATION POLICIES/PROCEDURES
___________________________________
Jessica Brown
Chief Financial Officer
Purchasing Office
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EXHIBIT A
Scope of Services
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EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.