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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES (this “ AGREEMENT”) is made and entered into this 27 day of January, 2026, by and between the CITY OF LANCASTER, a municipal corporation and charter city (the “OWNER”), and HARRIS & ASSOCIATES, INC. (the “CONSULTANT”).
RECITALS
WHEREAS, OWNER desires to engage CONSULTANT to perform certain technical and professional services, as provided herein, identified as:
Assessment District Administration and Support Services
WHEREAS, the principal members of CONSULTANT are qualified and duly registered/licensed under the laws of the State of California, and CONSULTANT desires to accept such engagement.
NOW, THEREFORE, the parties agree as follows:
1. Parties.
The parties to this AGREEMENT are:
A. OWNER: City of Lancaster.
B. CONSULTANT: Harris and Associates, Inc.
2. Notices. All written notices required by or related to this AGREEMENT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this AGREEMENT shall refuse to accept such mail; parties to this AGREEMENT shall promptly inform the other party of any changes of address. All notices required by this AGREEMENT are effective on the day of receipt, unless otherwise indicated herein.
OWNER Trolis Niebla, City Manager
City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
CONSULTANT Alison Bouley, P.E.
Harris & Associates, Inc.
101 Progress, Suite 250
Irvine, CA 92618
3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of l aw, without prior written consent of the other party, and any such assignments without said consent shall be void.
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4. Incorporation by Reference. The CONSULTANT’S Proposal is hereby incorporated in and made a part of this AGREEMENT. CONSULTANT agrees to comply with all of the requirements set forth therein.
5. Precedence of AGREEMENT Documents . If there is a conflict between AGREEMENT documents, the document highest in precedence shall control. The precedence shall be:
First: This AGREEMENT
Second: The CONSULTANT’S Proposal
6. Description of Work. OWNER hereby engages CONSULTANT, and CONSULTANT accepts such engagement, to perform the technical and professional services set forth in the “Scope of Services” attached hereto as Exhibit “ A”. CONSULTANT shall perform and complete, in a manner satisfactory to OWNER, all work and services set forth in the Scope of Services. The City Manager or his or her designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the City Manager, or his or her designee.
7. Obligations of the OWNER.
A. The total compensation to be paid by OWNER to CONSULTANT for all work and services described in the Scope of Services is not to exceed $ 150,000 for the first year of the contract as stated in Exhibit “A” attached hereto. Each subsequent year will increase by a maximum of 5% CPI with the option of a 5% contingency for each year. CONSULTANT’S fees and charges for the work and services performed shall in no event exceed those set forth in Exhibit “A” attached hereto and made a part hereof.
B. No payment made hereunder by OWNER to CONSULTANT, other than the final payment, shall be construed as an acceptance by OWNER of any work or materials, nor as evidence of satisfactory performance by CONSULTANT of its obligations under this AGREEMENT.
8. Obligations of the CONSULTANT.
A. CONSULTANT shall perform as required by this AGREEMENT.
CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.
B. CONSULTANT shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.
9. Audit. OWNER shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to OWNER as a condition precedent to any payment to CONSULTANT.
10. Hold Harmless and Indemnification . Consultant agrees to indemnify and hold harmless the City, its elected officials, officers and employees, from and against any and all third -party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend the City, its officers and employees from and against any and all claims covered by the indemnity in the preceding sentence.
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11. Amendments. Any amendment, modification, or variation from the terms of this AGREEMENT shall be in writing and shall be effective only upon mutual written approval by the City Manager, or his or her designee, and CONSULTANT.
12. Non-Discrimination and Equal Employment Opportunity.
A. In the performance of this AGREEMENT, CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. CONSULTANT will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of CONSULTANT for personnel to perform any services under this AGREEMENT. OWNER shall have access to all documents, data and records of C ONSULTANT and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.
13. 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 Consultant. This Agreement shall continue in full force and effect for five (5) years, with one (1) optional one (1)-year extensions for a cumulative total of up to six (6) years, unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that the City and the Consultant may mutually agree in writing to extend the Term of this Agreement.
14. Termination for Convenience . The governing board of the OWNER may terminate this AGREEMENT at any time without cause by giving fifteen (15) days written notice to CONSULTANT of such termination and specifying the effective date thereof. In that event, all finished or unfinished do cuments and other materials shall, at the option of OWNER, become the OWNER's property. If this AGREEMENT is terminated by OWNER as provided herein, CONSULTANT will be paid a total amount equal to its costs as of the termination date, plus ten percent (10%) of that amount for profit. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this AGREEMENT.
15. Termination for Cause.
A. The governing board of the OWNER may, by written notice to CONSULTANT, terminate the whole or any part of this AGREEMENT in any of the following circumstances:
(1) If CONSULTANT fails to perform the services required by this AGREEMENT within the time specified herein or any authorized extension thereof; or
(2) If CONSULTANT fails to perform the services called for by this AGREEMENT or so fails to make progress as to endanger performance of this AGREEMENT in accordance with its terms, and in either of these circumstances does not correct such failure within a period of ten (10) days (or such longer period that OWNER may authorize in writing) after receipt of notice from OWNER specifying such failure.
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B. In the event OWNER terminates this AGREEMENT in whole or in part as provided above in paragraph A of this Section, OWNER may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.
C. If this AGREEMENT is terminated as provided above in paragraph A, OWNER may require CONSULTANT to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, etc., prepared by CONSULTANT. Upon such termination, CONSULTANT shall be paid an amount equal to the contract amount, less the cost of hiring another CONSULTANT to complete CONSULTANT's services. In the event no new CONSULTANT is employed, CONSULTANT shall be paid an amount equal to the value of the work per formed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to completed work and work in progress, complete and incomplete drawings, and other documents whether delivered to OWNER or in possession of CONSULTANT, and authorized reimbursement expenses.
D. If, after notice of termination of the AGREEMENT under the provisions of this Section, it is determined, for any reason, that CONSULTANT was not in default, or that the default was excusable, then the rights and obligations of the parties shall be the sam e as if the notice of termination had been issued pursuant to Section 14.
16. Independent Contractor. CONSULTANT is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of the OWNER. It is expressly understood between the parties to this AGREEMENT that no employee/employer relationship is intended; CONSULTANT is an independent contractor.
17. Insurance.
A. The Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations ; Contractual Liability/Independent Contractors ; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations)
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01)
Workers Compensation
As Required by the State of California Statutory Limits
Employer’s Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
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(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
Professional Liability
Each Occurrence $1,000,000
General Aggregate $1,000,000
B. The Consultant’s Commercial General Liability insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. Professional liability insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all claims made by the City insured entities arising out of any negligent acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.
D. Any deductibles or self-insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. 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.
F. Consultant shall furnish the City with Certificates of Insurance and with original endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles/Special Items” section:
Assessment District Administration and Support Services 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.
(3) List in the “Certificate Holder” section:
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534.
18. Commencement and Completion of Work. The Services to be provided by Consultant pursuant to this Agreement shall commence within 15 days after execution of this Agreement, and shall be completed upon the agreed upon timeline in the scope of work following commencement; provided however, that the Parties may agree to extend the time for completion upon mutual written agreement.
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CONSULTANT shall have no claim for compensation for any services or work which has not been authorized by the OWNER's Notice to Proceed.
19. Extension of Time for Completion of Work.
A. If, at any time, the work is delayed due to suspension order by OWNER, or due to any other cause which, in the reasonable opinion of the OWNER, is unforeseeable and beyond the control and not attributable to the fault or negligence of CONSULTANT, then CON SULTANT shall be entitled to an extension of time equal to said delay, subject to the OWNER's right to terminate this AGREEMENT pursuant to Section 14.
B. CONSULTANT shall submit to OWNER a written request for an extension of time within ten (10) days after commencement of such delay, and failure to do so shall constitute a waiver thereof. OWNER shall, in its sole discretion, determine whether and to what extent any extensions of time shall be permitted.
C. No extension of time requested or granted hereunder shall entitle CONSULTANT to additional compensation unless, as a consequence of such extension, additional work must be performed. In such event, OWNER shall in good faith consider any request for addit ional compensation submitted by CONSULTANT.
20. Ownership of Documents. All plans, specifications, reports, studies, tracings, maps and other documents prepared or obtained by CONSULTANT in the course of performing the work required by this AGREEMENT shall be the property of the OWNER. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by CONSULTANT under this AGREEMENT shall, upon request, be made available to OWNER without restriction or limitation on their use.
21. Data Provided to CONSULTANT. OWNER shall provide to CONSULTANT, without charge, all data, including reports, records, maps and other information, now in the OWNER's possession which may facilitate the timely performance of the work described in the Scope of Services.
22. CONSULTANT's Warranties and Representations . CONSULTANT warrants and represents to OWNER as follows:
A. CONSULTANT has not employed or retained any person or entity, other than a bona fide employee working exclusively for CONSULTANT, to solicit or obtain this AGREEMENT.
B. CONSULTANT has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for CONSULTANT, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this AG REEMENT. Upon any breach or violation of this warranty, OWNER shall have the right, in its sole discretion, to terminate this AGREEMENT without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. CONSULTANT has no knowledge that any officer or employee of the OWNER has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the CONSULTANT, and that if any such interest comes to the knowledge of CONSULTANT at any time, a complete written disclosure of such interest will be made to OWNER, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.
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D. Upon the execution of this AGREEMENT, CONSULTANT has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this AGREEMENT, nor shall any such interest be acquired during the term of this AGREEMENT.
23. Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
C. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, each party shall bear its own attorney fees, costs and expenses.
24. Exhibits. The following exhibits to which reference is made in this AGREEMENT are deemed incorporated herein in their entirety:
Exhibit "A" Scope of Services and Breakdown of Annual Fees
25. Governing Law . This AGREEMENT shall be governed by the laws of the State of California.
26. Effective Date. This AGREEMENT shall become effective as of the date set forth below on which the last of the parties, whether OWNER or CONSULTANT, executes this AGREEMENT.
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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:
Trolis Niebla, City Manager
Dated:
HARRIS & ASSOCIATES, INC.
By:
Alison Bouley, P.E.
Dated:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Risk Management Approved
City Attorney
CONTRACT SUBMISSION APPROVAL:
Director
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EXHIBIT “A”
Scope of Services and Breakdown of Annual Fees
Annual District Administration Services – 2025-2026
DISTRICT
ANNUAL
LUMP
SUM FEE
LANDSCAPE MAINTENANCE DISTRICT NO. 1 AND
FOX FIELD INDUSTRIAL CORRIDOR LANDSCAPE
MAINTENANCE DISTRICT
$ 24,000
LANCASTER LIGHTING MAINTENANCE DISTRICT $ 12,500
DRAINAGE BENEFIT ASSESSMENT DISTRICT $ 12,500
LANCASTER SANITARY SEWER COLLECTION SYSTEMS $ 11,500
TOTAL ANNUAL NOT TO EXCEED FEE $ 60,500
The City shall be invoiced quarterly in March, June, September and December.
Each subsequent year is subject to a 5% CPI increase for the Administrative Services portion only.
Annexation Services
ANNEXATION FEE SCHEDULE
UNIT
COST
EST.ANNUAL
FEE (~129
ANNEXATIONS
PER YEAR
45% of City's Annexation Fee (Lump Sum per
annexation)
$175-$4,000 $ 89,500
Seventy-five percent (75%) of the CONSULTANT'S annexation fee shall be invoiced following entry in the City's Annexation Log databases, and the remainder shall be invoiced upon payment of the fees by the property owner. The fee shall be adjusted in succeeding years based upon changes to the Citywide Fee Schedule. Fee for the calculation and collection of assessments w/o annexation will be invoiced upon payment of assessment(s).
Any additional work will require a separate Authorization for Consultant Services signed by both parties. CONSULTANT will be reimbursed, as promptly as fiscal procedureswill permit, upon receipt by the City of itemized invoices. Invoices shall be submitted no later than forty -five (45) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due City. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT's work.
Consultant shall not be reimbursed for actual travel expenses incurred in the performance of the work.