AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT
This Amendment (“Amendment No. 2”) is hereby entered into effective August 12, 2025 by and between the City of Lancaster, a Municipal Corporation, in the State of California, and SRK Consulting LLC (CONTRACTOR) Amendment No. 1 to Professional Services Agreement between the parties dated August 14, 2023 (“Agreement”).
The Parties agree as follows:
1. The term of the Agreement is extended to and including June 30, 2028.
2. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with “Term, Payment and Time for Commencement and Completion Clause Update,” attached hereto as Exhibit “A”.
3. All other terms and provisions of the Agreement and subsequent amendments are hereby reaffirmed.
CITY OF LANCASTER CONTRACTOR
SRK Consulting LLC
__________________________
Samantha Kenyon, Principal
____________________________
Trolis Niebla, City Manager
ATTEST:
____________________________
Andrea Alexander, City Clerk
____________________________
City Attorney
EXHIBIT “A”
EXHIBIT A - TERM, PAYMENT AND TIME FOR COMMENCEMENT AND
COMPLETION CLAUSE UPDATE
Term
This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the CONTRACTOR. This Amendment shall continue in full force and effect until June 30, 2028 (the “Term”), unless the Agreement is sooner terminated in accordance with the Terms and Conditions in the Agreement dated August 14, 202 3.
Payment
The City of Lancaster shall reimburse the CONTRACTOR for the performance of the work, in an amount not to exceed $1 25,000 per year, with a total of $375,000 for the length of this Agreement.
Time for Commencement and Completion
CONTRACTOR shall commence performance of the work no later than three (3) calendar days following issuance of Notice to Proceed.
SRK Consulting LLC
Scope of Work
May 28, 2025
SRK Consulting LLC (SRK) is pleased to submit this Scope of Work to the City of Lancaster to provide housing services in addition to the services provided in our original Scope for an additional three (3) years.
SRK brings over ten (10) years of experience in administrative support across both public and private sectors, and over three (3) years of direct experience in housing program management and income qualification services specific to California. Specializin g in housing program implementation, income verification, regulatory compliance, and administrative consulting tailored to meet the needs of municipal housing initiatives.
While SRK’s core strengths and capabilities lie in the housing sector, we also offer strategic administrative support for effective program implementation, data integrity, and interagency collaboration.
Proposed Scope of Services
SRK proposes to these services in addition to the services provided in the original scope to the City of Lancaster:
Development of New Housing Programs
o Assisting in
the design and development of the Accessory Dwelling Unit (ADU) and HNR
-3 CalHome programs
o Collaborating with consultants and City staff on policy, procedure, and design frameworks
o %
uild-out and maintain the information from these programs within the Neighborly Software
Application Review and Income Qualification Services o Conducting
income qualifications for the ADU program
o Conducting
income qualifications for the HNR-3 CalHome program utilizing the pre- allocated
amount of $1.7 million with the potential of another $5 million to be allocated at a
later date.
o Reviewing and verifying supporting documentation
Fe
e Schedule
SRK proposes to bill on an hourly basis with a Not -to-Exceed amount of $375,000.000 for the three- year term of the agreement, with a maximum of $125,000.00 per year. The Principal of SRK shall be compensated monthly in accordance with the rates outlined in the Hourly Billing Rate Schedule. All payments must be issued within 30 days of receipt.
Hourly Billing Rate Schedule – Effective April 15, 2025 Title 2025-2026 2026-2027 2027-2028
Principle $106 $109 $112
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
This Amendment (“Amendment No. 1”) is hereby entered into effective August 14, 2023 by and between the City of Lancaster, a Municipal Corporation, in the State of California, and SRK Consulting LLC (CONTRACTOR) with respect to Exhibit “B” of the Agreement for Services between the parties dated May 9, 2022 (“Agreement”).
The Parties agree as follows:
1. The term of the Agreement is extended to and including August 14, 2026.
2. Exhibit B to the Agreement is hereby deleted in its entirety and replaced with “Term, Payment and Time for Commencement and Completion Clause Update,” attached hereto as Exhibit “A”.
3. All other terms and provisions of the Agreement and subsequent amendments are hereby reaffirmed.
CITY OF LANCASTER CONTRACTOR
SRK Consulting LLC
____________________________ __________________________ Jason Caudle, City Manager Samantha Kenyon, Principal
ATTEST:
____________________________
Andrea Alexander, City Clerk
____________________________
City Attorney
DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB X Risk Management Approval
Kathleen Stenback, Acting City Clerk
EXHIBIT “A”
EXHIBIT A - TERM, PAYMENT AND TIME FOR COMMENCEMENT AND
COMPLETION CLAUSE UPDATE
Term
This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the CONTRACTOR. This Amendment shall continue in full force and effect for a period of three (3) additional years from the effective date of the Agreement (the “Term”), unless the Agreement is sooner terminated in accordance with the Terms and Conditions in the Original Agreement dated May 9, 2022; provided, however, that the City and the CONTRACTOR may mutually agree in writing to extend the Term of this Agreement for one (1) additional two-year period.
Payment
The City of Lancaster shall reimburse the CONTRACTOR for the performance of the work, in an amount not to exceed $100,000.00 per year, with a total of $300,000.00 for the length of the agreement.
Time for Commencement and Completion
CONTRACTOR shall commence performance of the work no later than three (3) calendar days following issuance of Notice to Proceed.
DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB Exhibit A
Scope of Work
SRK Consulting LLC (SRK) is pleased to provide a Scope of Work to the City of Lancaster. SRK proposes to provide project management and administrative support for the City of Lancaster’s Housing division for a period of three (3) years. The owner of SRK has been providing housing support for three (3) years, and administrative support for over six (6) years within the private and public sector.
SRK specializes in housing and administrative consulting. While SRK’s emphasis and capabilities are in housing, we are proposing to provide administrative support in housing program implementation and management.
SRK proposes the following:
Scope of Services:
1. Assist with the preparation of all Housing and Urban Development (HUD) and California Department of Housing and Community Development (HCD) reports including, but not limited to, Annual Housing Authority Report, HOME Annual Performance Report, Permanent Local Housing Allocation (PLHA) Annual Progress Report, and HOME Quarterly Reports.
2. Assist with the preparation HCD grant activity monitoring closeout.
3. Assist with the management of the First Time Homebuyer Program by preparing program files, reviewing applications for eligibility, and communicating with applicants.
4. Assist with the implementation and management of the Home Rehabilitation Program by preparing program applications, sending applications to interested participants, and processing returned applications.
5. Process documents such as invoices, agreements, and annual documents such as Mobile Home Quarterly Reports, Permits to Operate, NSP Long-term Monitoring.
6. Compile and sort all digital Housing files into the appropriate location within Laserfiche.
7.Work collaboratively with City employees to identify opportunities for improvement.
Fee Schedule:
Based on the Scope of Work provided, SRK proposes to bill on a time and material basis for the actual level of effort necessary to effectively complete all tasks listed within the Scope based on the Rate Schedule provided herein with a firm fixed price of $200,000.00 for the length of the agreement, with a not-to-exceed amount of $100,000.00 per year.
It is proposed that the principal of SRK be compensated as listed below.
Schedule of Hourly Rate - Effective August 1, 2022
Title 2023-2024 2024-2025 2025-2026
Principal $75.00 $80.00 $85.00
DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB
STAFF REPORT
City of Lancaster
Date: August 8, 2023
To: Mayor Parris and City Council Members
From: Larissa De La Cruz, Director - Community Development Department Chenin Dow, Assistant Director - Housing & Economic Development Christopher Aune, Manager – Housing Manager
Subject:Amendment to Extend Professional Services Agreement with SRK Consulting LLC for an Additional Three Years
Recommendations:
1. Approve the Amendment to the Professional Services Agreement with SRK Consulting LLC (SRK) for an additional three (3) years.
2. Authorize the City Manager, or his designee, to finalize and execute all documents related to the Amendment.
Fiscal Impact:
None
Background:
In July 2022, the City onboarded SRK Consulting LLC as a force multiplier for Housing staff following an extensive Request for Proposals (RFP) process. SRK currently provides support to a variety of programs and projects including, but not limited to, the First Time Homebuyer Program; the Housing Rehabilitation Program; Permanent Local Housing Allocation (PLHA) monitoring and reporting; annual Neighborhood Stabilization Program monitoring; and annual Mobilehome Park Permits to Operate and quarterly report collection. Based on SRK’s knowledge of these items and current status in the midst of several projects with the Housing team, staff is proposing an extension of their professional services agreement for an additional three (3) years. This will allow SRK to complete the remainder of their currently pending projects, and continue to assist Housing staff with upcoming programs and developments.
CA/sm
Attachments:
Exhibit A – Amendment No.1
Exhibit B – Original Professional Services Agreement
CC 9
8/08/2023
JC
DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 1 CITY OF LANCASTER
REQUEST FOR PROPOSAL 768-22
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into as of this 21st day of June, 2022, by and between CITY OF LANCASTER, a municipal corporation and Charter City , (hereinafter referred to as “City”) and SRK Consulting, a Limited Liability Company, (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has determined that there is a need for a Housing Consultant to assist with the launch and management of Housing Programs.
B. Consultant has submitted to City a proposal to provide certain professional services (“Services”) related to the Project, as more particularly described in the Scope of Se rvices, located on pages 7-8 of the Consultant’s Proposal, which is attached hereto as Exhibit “A” and incorporated herein (“Scope of Services”) for the Project.
C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide the Services and agrees to provide the Services pursuant and subject to the terms and conditions of this Agreement.
D. The term (“Term”) of this Agreement is one (1) year, commencing on June 21, 2022.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1 SERVICES OF CONSULTANT
1.1. Scope of Services. Consultant shall provide the Services described in the Scope of Services, subject to the terms and conditions of this Agreement. Consultant acknowledges that funds from the Housing Professional Services account will be used to pay for the Services.
Contractor agrees to and shall provide the Services in accordance with all applicable program regulations, including Part 92 of Title 24 of the Code of Federal Regulations.
1.2. Consultant is subject to the requirements in 24 CFR Part 92 that are applicable to the City, except §92.505 (Uniform Administrative Requirements) and §92.506 (Audit) do not apply, and Consultant cannot assume the participating jurisdiction responsibilities for environmental review, decision making, and action under §92.352. Consultant is re sponsible for providing services in accordance with 92.350 Other Federal requirements and nondiscrimination,
92.351 Affirmative marketing; minority outreach program; 92.353 Displacement, relocation, and acquisition; 92.355 Lead -based paint; and 92.356 Conf lict of Interest. If the scope of work includes administration of TBRA or rental housing and City requires Consultant to be responsible for any notice obligations and any obligations under the emergency transfer plan, the VAWA requirements under §92.359 shall apply.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 2 Consultant represents and warrants to City that Consultant is a provider of first- class work and professional services, and that Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well -qualified and experienced professionals performing similar work under similar circumstances.
Project deliverables shall be reviewed and approved by City to determine acceptable completion. City shall have the right to review and inspect the Services during the course of its performance at such times as may be determined by City.
1.3. Contract Documents. This Agreement consists of and incorporates all of the following (which are collectively referred to as the “Contract Documents”) : (1) this Agreement (including all exhibits) ; (2) City’s Request for Proposals; and ( 3) Consultant’s signed, original proposal submitted to City (“Consultant’s Proposal”). All provisions of the Contract Documents shall be binding on the Parties. Should any conflict or inconsistency exist between or among Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of this Agreement; (2nd) the provisions of City’s Request for Proposal; and; (3rd) the provisions of Consultant’s Proposal.
1.4. Compliance with Law. Consultant represents and warrants to City that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.5. Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses (including a City Business License), permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the Services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
1.6. Familiarity with Work. Consultant represents and warrants to City that Consultant (a) has thoroughly investigated and considered the Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant represents and warrants to City that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should Consultant discover any latent or DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 3 unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City.
1.7. Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to any site where the Services are performed and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence.
1.8. Further Responsibilities of Parties. The Parties agree to and shall use reasonable care and diligence to perform their respective obligations under this Agreement. The Parties agree to and shall act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.
1.9. Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from the Scope of Services. No such extra work may be undertaken unless a written order is first given by City to Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to the written approval of Consultant. Any increase in compensation of up to ten percent (10%) of the Maximum Contract Amount, as set forth in Section 2.1 of this Agreement , may be ap proved by the City Manager, or his or her designee, as may be needed to perform any extra work. Any increases, occurring either separately or cumulatively which exceed the City Manager’s approval authority must be approved by the Lancaster City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to Services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any such Services exceeds any time or material amounts or estimates provided therein.
2 COMPENSATION
2.1. Maximum Contract Amount . For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation (“Schedule of Compensation”) , located on page 28 of the Consultant’s Proposal, which is attached hereto as Exhibit “B” and is incorporated herein; provided, however, that the amount paid to Con tractor under this Agreement shall not exceed the amount of ninety-five thousand ($95,000.00) ("Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. The method of compensation shall be as set forth in the Schedule of Compensation. Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending such meetings. Consultant DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 4 hereby acknowledges that it accepts the risk that the Services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation therefore, and that the provisions of Section 1.8 shall not be applicable to the Services identified in the Scope of Services. The Maximum Contract Amount shall be the maximum amount of City’s payment obligations under this Agreement. If the Maximum Contract Amount is reached before Consultant’s Services under this Agreement are completed, Consultant shall nevertheless complete the Services without liability on City’s part for further payment.
2.2. Method of Payment. Consultant shall submit to City, in a form approved by the Contract Officer, an invoice for Services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by City. City shall use reasonable efforts to make payments to Consultant within thirty (30) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month.
2.3. Changes in Scope. In the event any change or changes in the Scope of Services is requested by City or Consultant, the Parties shall execute a written amendment to this Agreement setting forth with particularity all terms of such amendment, including, but not limited to, any additional compensation. An amendment shall be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.
2.4. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Lancaster City Council for each fiscal year covered by this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty or any liability whatsoever to City.
3 SCHEDULE OF PERFORMANCE
3.1. Time is of the Essence . Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Services of this Agreement according to the agreed upon Schedule of Performance described in Section 3.2.
3.2. Schedule of Performance . Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed given by City, and shall perform all Services within one (1) year. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, City shall not be obligated to grant such an extension.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 5 3.3. Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager 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 Manager such delay is justified. The City Manager’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against 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.
3.4. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in f ull force and effect for one (1) year for Services.
3.5. Termination Prior to Expiration of Term. City may terminate this Agreement in for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by City. Upon such notice, City shall pay Consultant for Se rvices performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to City an invoice for work and Services performed prior to the date of termination. Consultant may terminate this Agreement, with or without cause, upon sixty (60) days written notice to City, except that where termination is due to material default by City, the period of notice may be such shorter time as Consultant may determine.
4 COORDINATION OF WORK
4.1. Representative of Consultant . The following representative of Consultant is hereby designated as being the main point of contact of Consultant authorized to act on its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Samantha Kenyon. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing representative is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder.
The foregoing representative may not be changed by Consultant without prior written approval of the Contract Officer.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 6 4.2. Contract Officer . The “Contract Officer ” shall be such person as may be designated by the City Manager, and is subject to change by the Housing Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decision s which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.
4.3. Prohibition Against Subcontracting or Assignments . The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City. C onsultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Scope of Services will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding , this Agreement shall be v oid. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.
4.4. Independent Contractor.
A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or a gents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 7 similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of the Scope of Services under this Agreement.
City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing the Scope of Services hereunder.
5 INSURANCE
5.1. Types of Insurance . Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Scope of Services hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Scope of Services to be performed under this Agreement creates an increased or decreased risk of lo ss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee.
Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows:
Insurance shall be maintained for the length of the contract with insurers listed “A-, VIII” or better in the Best's Key Rating Guide, for the amounts listed below:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations
Including Contractual Liability/Independent Contractors Including Broad Form Property Damage
Automobile Liability
Personal Automobile Insurance – for any automobile used to perform work under this agreement – coverage as required by the State of California.
Workers Compensation
As Required by the State of California Statutory Limits
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 8 Employer's Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Professional Liability/Cyber Liability (Errors and Omissions) Each Occurrence $1,000,000
General Aggregate $1,000,000
Coverage nee ds to be on a per project basis. Not per policy unless waived by Risk Management. Insurance shall be at least as broad as ISO form CG 20 10 11 85 or CG 20 10 07 04 and CG 20 37 07 04 (or equivalent) covering Commercial General Liability.
Commercial Automobile coverage shall be at least as broad as ISO form CA 00 01.
A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation/Employers Liability policies and must accompany the certificate.
All insurance shall be primary and non -contributory as respects the City insured entities. Any insurance or self -insurance maintained by the City insured entities shall be in excess of the CONSULTANT'S insurance and shall not contribute with it.
List in the "Certificate Holder" section:
The City of Lancaster
44933 Fern Avenue, Lancaster, California 93534.
List in the “Description of Operations” box (unless it fits in the Certificate Holder section):
“The City of Lancaster, its elected officials, officers, employees, and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
List in the "Cancellation" section:
Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail 30 written notice (10 days written notice for non -payment) to the Certificate Holders named to the left.
6 INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant’s sole cost and expense), protect and hold harmless City and its elected officials, offic ers, employees, agents, attorneys, and volunteers and all other public agencies whose approval of the Project is required, (individually “Indemnified Party”; collectively “Indemnified Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders, and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Consultant’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant’s negligent, reckless, or willful performance of or failure to perform any term, provision, covenant, or condition of this Agreement (“Indemnified Claims”), but Consultant’s liability for Indemnified Claims shall DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 9 be reduced to the extent such Claims arise from the sole negligence or willful misconduct of City, its elected officials, officers, employees, agents, attorneys and volunteers.
Consultant shall reimburse the Indemnified Parties for any reasonable expenditure, including reasonable attorneys’ fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim “may arise out of, pertain to, or relate to Indemnified Claims” shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties.
In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate to the negligence, recklessness, or willful misconduct of Consultant to any extent, then City shall reimburse Consultant for the reasonable costs of defending the Indemnified Parties against such Claims, except City shall not reimburse Consultant for attorneys’ fees, expert fees, litigation costs, and expenses that were incurred defending Consultant or any parties other than Indemnified Parties against such Claims.
Consultant’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
7 REPORTS AND RECORDS
7.1. Accounting Records . Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2. Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniq ues, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 10 7.3. Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and withou t liability to Consultant, and City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
7.4. Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.
7.5. Audit and Inspection of Records . After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8 ENFORCEMENT OF AGREEMENT
8.1. California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California.
8.2. Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 11 8.3. Default of Consultant.
A. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.
B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 3.5.
C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3. B., take over the Services and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed City as previously stated. The withholding or failure to withhold payme nts to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein.
8.4. Waiver. 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. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
8.5. Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.6. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 12 default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
9 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1. Non-liability of City Officers and Employees . No officer or employee of City shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2. Conflict of Interest . No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant represents and warrants that it has not paid or given and will not pay or give any third party any money or other consideration in exchange for obtaining this Agreement.
9.3. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, disability, medical condition, sexual orientation, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
9.4. Equal Employment Opportunity . Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60 -1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964 -1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
10 MISCELLANEOUS PROVISIONS
10.1. Patent and Copyright Infringement.
A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 13 allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringem ent upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall not be obligated to indemnify City under any settlement made without Consultant’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2. Davis-Bacon Act. When required by Federal program legislation, Contractor shall comply with the Davis -Bacon Act (40 U.S.C. 3141 -3144, and 3146 -3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. City shall report all suspected or reported violations to the HUD. The Contractor shall comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that the Contractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. City shall report all suspected or reported violations to the HUD.
10.3. Contract Work Hours and Safety Standards Act. Where applicable, contracts in excess of $100,000 that involve the employment of mechanics or laborers shall comply with the provision for compliance with 40 U.S.C. §§ 3702 and 3704, as suppleme nted by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, the C ontractor shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is p ermissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work a nd provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 14 requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
10.4. Rights to Inventions Made Under a Contract or Agreement. If the HOME award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
10.5. Clean Air Act and the Federal Water Pollution Control Act . Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, order s or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
10.6. Debarment and Suspension. A contract award (see 2 CFR § 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
10.7. Byrd Anti-Lobbying Amendment. Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
10.8. Domestic preferences for procurements.
A. As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federa l award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.
B. For purposes of this section:
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 15 (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
10.9. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty -eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:
To City: City of Lancaster
Attention: Christopher Aune
44933 Fern Ave
Lancaster, California 93534
Telephone:(661) 723-5870
To Consultant: SRK Consulting LLC.
Attention: Samantha Kenyon
107 Welch Court
Tehachapi, CA. 93561
Telephone: (661) 350-3403
10.10. Entire Agreement. This Agreement, including all Contract Documents, constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or oth er modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
10.11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 DocuSign Envelope ID: B22EDC7C-A579-47F4-8EFA-4A532907D5AB 16 10.12. Successors in Interest . This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
10.13. Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.
10.14. Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledge and agree that such Party is bound, for purposes of this Agreement, by the same.
10.15. Corporate Authority. Each of the undersigned represents and warrants that:
A. the Party for which he or she is executing this Agreement is duly authorized and existing,
B. he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing,
C. by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and
D. the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed and attested by their respective officers thereunto duly authorized.
CITY OF LANCASTER
LANCASTER, CALIFORNIA
By: ______________________________
Jason Caudle, City Manager
Dated: ___________________________
SRK CONSULTING LLC
TEHACHAPI, CALIFORNIA
By: ______________________________
Samantha Kenyon, Owner
Dated: ___________________________
ATTEST:
Andrea Alexander, City Clerk
APPROVED AS TO FORM:
City Attorney
DocuSign Envelope ID: 3C97B8CF-6936-497B-83E1-D03800B72D75 June 23, 2022 | 6:07:04 PM PDT
June 30, 2022 | 9:25:01 AM PDT
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