Catch Basin Connector Pipe Screen FY’24- 25
City of Fullerton
CITY OF FULLERTON
PROFESSIONAL SERVICES AGREEMENT
WITH
G 2 CONSTRUCTION INC.
THIS AGREEMENT is made and entered into this __ da y of May , 2025 (“Effective Date”), by and between the CITY OF FULLERTON, a Cal ifornia municipal corporation (“City”), and G 2 CONSTRUCTION INC.,, a California corporation (“Consultant”).
W I T N E S S E T H :
A. City proposes to utilize the services of Consul tant as an independent contractor to provide field services for the Catch Basin Connector Pipe Screen FY’24-25 (CIP NO. 52698) , as more fully described herein.
B. Consultant represents that it has that degree o f specialized expertise contemplated within California Government Code section 37103, an d holds all necessary licenses to practice and perform the services herein contemplated.
C. City and Consultant desire to contract for the specific services described herein, and desire to set forth their rights, duties and li abilities in connection with the services to be performed.
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
E. Consultant has entered into a Master Agreement with the County of Orange to provide Trash and Debris Capture Devices (Contract MA-080-20011478), attached hereto as Exhibit “A” with the intent of extending provisions and pricing to other local or state governmental entities, which agreement was entered into upon a s uccessful bid award conducted on a competitive basis.
F. City is authorized to utilize cooperative gover nmental purchasing contracts pursuant to Section 2.64.040 (B.1) of the City of F ullerton Municipal Code and Policy No. 4.1.2 Section IV Part F of the City of Fullerton Policy and Procedures Manual, attached hereto as Exhibit “B”.
NOW, THEREFORE, for and in consideration of the mu tual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services.
Consultant shall provide the professional services described in the “Consultant’s Proposal, Schedule, Warranty, and Credentials”, attached hereto as Exhibit “C,” incorporated herein by this reference.
1.2. Professional Practices. All professional ser vices to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circ umstances in accordance with sound Catch Basin Connector Pipe Screen FY’24- 25
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professional practices. Consultant also warrants that it is familiar with a ll laws and regulations that may affect its performance of this Agreement a nd shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.
1.3. Performance to Satisfaction of City. Consulta nt agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereina fter specified. Evaluations of the work will be done by the City Manager or his designee. If the q uality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of t he work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no add itional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set fort h.
1.4. Warranty. Consultant shall upon completion of project provide and honor 10 year warranty submitted within Consultant’s proposal as shown in Exhibit “C” attached hereto. The warranty is included in the price of Consultant’s p roposal and is at no additional cost to the City.
Consultant warrants that it shall perform the servi ces required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compe nsation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall in demnify and hold harmless City from and against all claims, demands, payments, suits, actio ns, proceedings, and judgments of every nature and description including attorneys’ fees an d costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance this Agreement.
1.5. Non-discrimination. In performing this Agree ment, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as perm itted pursuant to Section 12940 of the Government Code.
1.6. Non-Exclusive Agreement. Consultant acknowle dges that City may enter into agreements with other consultants for services simi lar to the services that are subject to this Agreement or may have its own employees perform ser vices similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a persona l service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.
1.8. Confidentiality. Employees of Consultant in t he course of their duties may have access to financial, accounting, statistical, and p ersonnel data of private individuals and Catch Basin Connector Pipe Screen FY’24- 25
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employees of City. Consultant covenants that all d ata, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if discl osure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in ac cordance with the fee schedule set forth in Exhibit “C” . Consultant’s total compensation shall not exceed One Hundred Ninety- Four Thousand, Five Hundred and Seventy-Eight and 0 0/100 ($194,578.00). This price is inclusive of the 10-year warranty described in section 1.4.
2.2. Additional Services. Consultant shall not re ceive compensation for any services provided outside the scope of services specified in Consultant’s Proposal set forth in Exhibit “C” unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Consultant may submit inv oices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services perf ormed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Servic es” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally re cognized accounting principles and shall be made available to City or its Project Manager for i nspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.
2.5. W-9. Consultant must provide City with a cur rent W-9 form prior to the commencement of work under this Agreement. It is th e Consultant’s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The prof essional services to be performed pursuant to this Agreement shall commence at the Notice of Proceed date set by City and agreed upon by Consultant. The professional se rvices to be performed pursuant to this Agreement shall be completed in accordance with Exh ibit C. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be res ponsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a Catch Basin Connector Pipe Screen FY’24- 25
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party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the E ffective Date and continue through until project completion , unless terminated as provided herein.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution o f all or any part of the work contemplated by this Agreement, with or without cause, at any ti me, by providing written notice to Consultant.
The termination of this Agreement shall be deemed e ffective upon receipt of the notice of termination. In the event of such termination, Con sultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, C ity shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In asce rtaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progres s, to complete and incomplete drawings, and to other documents pertaining to the services c ontemplated herein whether delivered to the City or in the possession of the Consultant.
4.4. Documents. In the event of termination of th is Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompl eted documents without specific written authorization from Consultant shall be at City's so le risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claim s for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors subject to the limitations of Civil Code Section 2782.8. Consultant shall provide current evidence of the required insurance in a form acceptable to the City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration or termination of this Agreement.
Nothing in this section shall be construed as limit ing in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.
5.2. Minimum Scope and Limits of Insurance.
A. Commercial General Liability Insurance. Consulta nt shall maintain commercial general liability insurance coverage in a form at l east as broad as ISO Form #CG 00 01, with a Catch Basin Connector Pipe Screen FY’24- 25
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limit of not less than $2,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.
B. Business Automobile Liability Insurance. Consult ant shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $2,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles. (ENVIRONMEN TAL CONTRACTS ONLY) If Consultant’s subcontractors or suppliers haul hazar dous material (including, without limitation, waste), they must carry Auto Liability insurance ap plicable to all hazardous waste hauling vehicles, and include MCS 90 and ISO Form CA 99 48 03 06 – Pollution Liability – Broadened Coverage for Covered Autos,
C. Workers’ Compensation and Employers’ Liability I nsurance. Consultant shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.
D. Professional Liability Insurance. Consultant sha ll maintain professional liability insurance appropriate to Consultant’s profession wi th a limit of not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Arch itects’ and engineers’ coverage shall be endorsed to include contractual liability. If poli cy is written as a “claims made” policy, the retro date of the policy shall be prior to the start of the contract work.
5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within t he retention. The policy language shall provide, or be endorse to provide that the self-ins ured retention may be satisfied by either the named insured or City.
5.4. Other Insurance Provisions. The required ins urance policies shall contain or be endorsed to contain the following provisions:
A. Commercial General Liability. The City, its elec ted or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or o n behalf of Consultant, including materials, parts or equipment furnished in connection with suc h work or operations. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code Section 2782.8. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if l ater revisions used). Such coverage as an additional insured shall not be limited to the peri od of time during which the Consultant is conducting ongoing operations for the CITY but rather, shall continue after the completion of such operations. The coverage shall contain no addition al special limitations, outside standard coverage exclusions and coverage limits, on the sco pe of its protection afforded to the CITY, its officers, employees and volunteers.
B. Commercial General Liability. This insurance sha ll be primary insurance as respects the CITY, its officers, employees and volunteers at least as broad as ISO CG 20 01 04 13 and shall apply separately to each insured against whom a suit is brought or a claim is made.
Any insurance or self-insurance maintained by the C ity, its officers, employees and designated volunteers shall be excess of this insurance and shall not contribute with it.
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C. Workers’ Compensation and Employers’ Liability I nsurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City and shall endorse the policy with a waiver of subrogation.
D. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancel ed, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.
If Consultant maintains higher limits or has broade r coverage than the minimums shown above, City requires and shall be entitled to all coverage , and to the higher limits maintained by Consultant. Any available insurance proceeds in ex cess of the specified minimum limits of insurance and coverage shall be available to City.
E. Subcontractors. Consultant shall require and ver ify that all subcontractors maintain insurance meeting all the requirements sta ted herein and Consultant shall ensure that City is an additional insured on insurance required from subconsultants.
F. Special Risks or Circumstances. City reserves t he right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
5.5 Acceptability of Insurers. All required insura nce shall be placed with insurers acceptable to City with current BEST’S ratings of n o less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.
All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST’S rating of no less than A- Class X may be accepted i f Consultant evidences the requisite need to the sole satisfaction of City.
5.6 Verification of Coverage. Consultant shall fu rnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deduct ibles and self-insured retentions.
Additionally, Consultant shall furnish copies of al l policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.
City reserves the right to require at any time comp lete, certified copies of any or all required insurance policies and endorsements.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herei n and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contra ct document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Manager or his desi gnee shall be the representative of City for purposes of this Agreement and may issue a ll consents, approvals, directives and agreements on behalf of the City, called for by thi s Agreement, except as otherwise expressly Catch Basin Connector Pipe Screen FY’24- 25
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provided in this Agreement.
Consultant shall designate a representative for p urposes of this Agreement who shall be authorized to issue all consents, approval s, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Pro ject Manager to work directly with Consultant in the performance of this Agreement.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the ter m of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, corresponde nce or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such co mmunication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
G 2 Construction Inc.
1352 E Borchard Ave
Santa Ana, CA 92705
Attn: Eric Taylor
City of Fullerton
303 W. Commonwealth Ave.
Fullerton, CA 92832
Attn: Public Works Director
6.5. Attorneys’ Fees. In the event that litigatio n is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be gover ned by and construed under the laws of the State of California without giving effe ct to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, t ransfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be p erformed by Consultant hereunder for the term of this Agreement.
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6.8. Indemnification and Hold Harmless. To the fullest extent of the law, and consistent with Civil Code section 2782.8, Consultant agrees t o defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against City, its elected and appointed off icials, officers, agents, and employees to the extent arising out of, pertaining to, or relating t o the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in performing design professional services pursuant to this Agree ment. The defense obligation provided for hereunder shall apply without any advance showing o f negligence, recklessness or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers , agents, and employees based upon such negligence, recklessness, or willful misconduct, wh ether or not the Consultant, its employees, and/or authorized subcontractors are specifically n amed or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suit s arising out of the sole negligence, active negligence or willful misconduct of the City;and do es not apply to any passive negligence of the City unless caused in part by the Consultant. Further, in no event shall the cost to defend charged to the design professional exceed the design profes sional’s proportionate percentage of fault, unless otherwise specified in Civil Code section 27 82.8. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and sh all be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Cit y or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have contr ol over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its o r employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State D isability Insurance Compensation, Unemployment Compensation, and other payroll deduct ions for Consultant and its officers, agents, and employees, and all business licenses, i f any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure o f Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due t o City from Consultant as a result of Consultant’s failure to promptly pay to City any re imbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the e vent that Consultant or any employee, agent, or subcontractor of Consultant providing ser vices under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the p ayment of any employee and/or employer contributions for PERS benefits on behalf of Consul tant or its employees, agents, or Catch Basin Connector Pipe Screen FY’24- 25
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subcontractors, as well as for the payment of any p enalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of it s employees, agents, and subcontractors providing service under this Agreement shall not qu alify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer co ntribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or actio n is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, report s, CAD drawings, documents, information and data, including, but not limited to , computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole proper ty of City. Consultant agrees that any such documents or information shall not be made availabl e to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, sha ll be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, includin g attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. C onsultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project rela ted items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Consultant h as been advised and is aware that this Agreement and all reports, documents, informat ion and data, including, but not limited to, computer tapes, discs or files furnished or prepare d by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Go vernment Code Section 6250 et seq .).
Exceptions to public disclosure may be those docume nts or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any tra de secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its off icers, employees, associates and subconsultants, if any, will comply with all confli ct of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq .) and Government Code Section 1090.
During the term of this Agreement, Consultant and i ts officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
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6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding an y services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary de sign drawings, estimates and other Consultant professional services necessary to rectify and corr ect the matter to the sole satisfaction of City and to participate in any meeting required with reg ard to the correction. In addition, Consultant shall reimburse City for any and all costs, expense s and/or damages, if any, that the City has incurred due to the aforementioned error or omission.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inc onsistency in this Agreement and any of the attached Exhibits, the terms set forth in th is Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agr eement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headi ngs contained in this Agreement are included solely for convenience and are not int ended to modify, explain or to be a full or accurate description of the content thereof and sha ll not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or qu estion of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either part y at any time to require performance or compliance by the other of any of its obligations o r agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in Catch Basin Connector Pipe Screen FY’24- 25
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respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severability. If any provision of this Agre ement is determined by a court of competent jurisdiction to be unenforceable in any c ircumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstandi ng the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be execu ted in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing t his Agreement on behalf of the parties hereto warrant that they are duly authorize d to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.27. Executive Order N-6-22. On March 4, 2022, G overnor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refe rs to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities tha t are determined to be a target of Economic Sanctions. Accordingly, should the City determine C ontractor is a target of Economic Sanctions or is conducting prohibited transactions with sanct ioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.
Contractor shall immediately notify City in writing upon being subjected to Economic Sanctions or upon being charged by an government agency of condu cting prohibited transactions within the meaning of Executive Order N-6-22.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF FULLERTON
__________________________________ Date: ________ __________________ Eric J. Levitt, City Manager
CONSULTANT
__________________________________ Date: ________ __________________ Signature
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City of Fullerton
PSA Revised 08/03/2022 G 2 Construction, Inc.
__________________________________
Name and Title
__On File__________________________
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
__________________________________
Richard D. Jones, City Attorney
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City of Fullerton
EXHIBIT A
COUNTY OF ORANGE PUBLIC WORKS
CONTRACT MA-080-20011478
FOR TRASH AND DEBRIS CAPTURE DEVICES
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City of Fullerton
EXHIBIT B
FULLERTON MUNICIPAL CODE 2.64 PURCHASING
AND
PURCHASING POLICY 4.1.2. PROCUREMENT OF GOODS AND SERVICES
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City of Fullerton
EXHIBIT C
CONSULTANT’S PROPOSAL, SCHEDULE, WARRANTY, AND CREDENTIALS
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City of Fullerton
EXHIBIT D
CONSULTANT’S W-9 FORM
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City of Fullerton
EXHIBIT E
CERTIFICATES OF INSURANCE