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AGREEMENT FOR PROFESSIONAL SERVICES
This Professional Services Agreement (“Agreement”) is dated _______, 2026, (“Effective Date”) and is between the City of Norwalk, a California municipal corporation, (“City”) and California Consulting, Inc., a California corporation (“Consultant”).
R E C I T A L S
A. City desires to utilize the services of Consultant as an independent contractor to provide professional grant writing and management services on an on-call basis.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
Now therefore, for good and valuable consideration, the parties agree as follows:
1. Consultant’s Services.
1.1 Scope of Services. Consultant shall provide the professional services, as more particularly described in Exhibit A (“Services”).
1.2 Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
1.3 Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Steve Samuelian (the “Consultant Representative”).
1.4 Time of Performance. Consultant shall commence the Services immediately upon receipt of a notice to proceed from the City Representative. Consultant shall perform all services by the deadline established by the City Representative, or if no deadline is established, with reasonable diligence.
1.5 Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
This is a form developed by
the City Attorney as a base
for professional services
agreements. All final
agreements must be
reviewed by the City
Attorney before execution.
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2. Term of Agreement. The term of this Agreement shall be from the Effective Date until December 31, 2028, with the option to extend for two, one-year extensions by written amendment, unless sooner terminated as provided in Section 13 herein.
3. Compensation.
3.1 Compensation. As full compensation for Consultant’s Services provided under this Agreement, City shall pay Consultant a sum not-to-exceed One hundred and Fifty Thousand Dollars ($150,000) (the “maximum compensation”), based on the rates set forth in the fee schedule, attached hereto as Exhibit B (“Fee Schedule”).
In no event shall the Consultant be paid more than the maximum compensation (which includes expenses and additional services, if any) during the term of this Agreement.
3.2 Expenses. City shall only reimburse Consultant for those expenses expressly set forth in Exhibit B. Any expenses incurred by Consultant which are not expressly authorized by this Agreement will not be reimbursed by the City.
3.3 Additional Services. City may request additional services under this Agreement. All such work, however, must be authorized in writing by the City Council or the City Manager, as applicable, prior to commencement. Consultant shall perform such services, and City shall pay for such additional services in accordance with fee schedule set forth in Exhibit B, or as otherwise agreed upon by the parties in writing. Any work incurred by Consultant which is not expressly authorized by this Agreement will not be reimbursed by City.
4. Method of Payment.
4.1 Invoices. Not later than the fifteenth (15th) day of each month, Consultant shall submit to City detailed invoices for all services performed and expenses incurred, if any, pursuant to this Agreement during the prior month. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten (10) business days of receipt of any disputed amounts.
4.2 Payment. City shall pay all undisputed portions of the invoices within thirty (30) calendar days after receipt of the invoice up to the maximum compensation specified in Section 3.1 of this Agreement. City shall not withhold federal payroll or state payroll and other taxes, or other similar deductions from each payment made to Consultant.
4.3 Audit of Records. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years, unless otherwise provided for in Exhibit A. Upon City providing twenty-four (24) hours advanced prior notice, Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.
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5. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
6. Ownership of Work Product. All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be the subject of a copyright application by Consultant.
Any alteration or reuse by City of any such materials on any project other than the Project shall be at City’s sole risk, unless City compensates Consultant for such reuse.
7. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control 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 officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and 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 shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 7. The Parties further acknowledges the following: (i) that Consultant shall provide the services outlined in the Services directly to City; (ii) Consultant maintains a business location at the address listed under Section 14 that is separate and distinct from the City; (iii) Consultant contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Consultant advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Consultant provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Consultant has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the Services and the City’s business hours and City staff availability, Consultant may set its own hours and location of work without restriction from the City.
8. Confidentiality. Consultant shall keep all data, documents, discussion, or other information developed or received by Consultant confidential and shall not disclose them to any person or entity without City’s prior written authorization. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the expiration or termination of this Agreement. The terms of this Section 8 shall survive the expiration or termination of this Agreement. -4-
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9. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, shall comply with all California conflict of interest statutes applicable to Consultant’s Services under this Agreement, including, but not limited to, the Political Reform Act (Gov. Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subconsultants shall not, without the City Representative’s prior written approval, 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.
Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification. Consultant shall indemnify, defend and hold harmless City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors and assigns in accordance with the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached hereto as Exhibit C. Consultant’s covenant under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
11.1 Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated “A:VIII” or better in the most recent A.M. Best Insurance Rating Guide, and approved by City, a policy or policies of: (1) broad-form commercial general liability insurance with minimum combined single limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of Services under this Agreement; (2) automobile liability insurance, with minimum combined single limits coverage of One Million Dollars ($1,000,000) per accident for bodily injury and property damage covering any vehicle; (3) professional liability/errors and omissions insurance (as applicable), with minimum combined single limits coverage of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) aggregate, on a form approved by the City Attorney; and (4) workers’ compensation insurance and employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per accident or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and designated volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automobile liability with respect to liabilities arising out of Consultant’s performance of Services under this Agreement.
11.2 Each insurance policy required by this Section 11 shall be endorsed as follows: (1) the insurer waives the right of subrogation against City and its officials, officers, employees, agents and representatives; (2) except for professional liability and workers’ compensation policies, the policies are primary and non-contributing with any -5-
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insurance that may be carried by City; and (3) the policies may not be canceled or materially changed except after thirty (30) calendar days’ prior written notice by insurer to City, unless canceled for non-payment, in which case the insurer shall give ten (10) calendar days’ written notice to City.
11.3 All insurance coverages shall be confirmed by execution of endorsements required under Section 11.2. Consultant shall file the endorsements with City on or before the date of commencement of services pursuant to this Agreement, and thereafter maintain current endorsements on file with City. The endorsements are subject to City’s approval. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11.
12. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City requires.
13. Termination. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five (5) calendar days before the termination is to be effective. If City defaults under this Agreement, and if City has not cured the default within thirty (30) calendar days after Consultant has given City notice of the event of default, Consultant may terminate this Agreement for cause after giving written notice to City at least thirty (30) calendar days before the termination is to be effective. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. Consultant shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect, and Consultant shall deliver all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. In no event shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3 of this Agreement that would be paid to Consultant for the full performance of the services required by this Agreement. Neither party shall have any other claim against the other party by reason of such termination.
14. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be given by first class U.S. mail or by personal service. Notices shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours or by facsimile before or during Consultant’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section 14. All notices shall be delivered to the parties at the following addresses:
If to City: City Clerk
City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Fax: (562) 929-5773
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With a copy to:
City Manager
City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Fax: (562) 929-5503
If to Consultant: California Consulting, Inc.
214 Main Street, Suite 102
El Segundo, CA 90245
12. Non Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 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, creed, religion, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental handicap, medical condition, genetic information or sexual orientation.
13. Non-Assignability; Subcontracting. Consultant shall not subcontract or assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Such consent may be given by the City Manager in his/her discretion. Any attempt by consultant to so subcontract, assign or delegate this Agreement or any rights, duties or obligations arising hereunder in violation of this Section 16 shall be void and of no effect.
14. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement. This Agreement may call for services that, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works”, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit D.
15. No Third Party Beneficiaries Intended. Unless otherwise expressly provided for in Exhibit A, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
16. Non-Waiver of Terms, Rights and Remedies. No waiver by any party of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. No delay or omission to exercise any right, power or remedy accruing to City -7-
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under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default by Consultant. Further, no payment made by City to Consultant shall constitute or be construed as a waiver by City of any breach or default by Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
17. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any exhibit, the provisions of this Agreement shall prevail.
18. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may be modified only by a writing signed by both parties.
19. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Norwalk.
20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
21. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF:
The parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF NORWALK
a California municipal corporation
By: ____________________________
Jesus M. Gomez
City Manager
Date:_______________
ATTEST:
By: ____________________________
Theresa Devoy, CMC
City Clerk
APPROVED AS TO FORM:
By: _____________________________
Arnold M. Alvarez-Glasman
City Attorney
a California corporation
By:______________________________
Name: Steven N. Samuelian
Title: CEO
By:______________________________
Name:___________________________
Title:_____________________________
(Please note: Two signatures required
for corporations pursuant to California
Corporations Code Section 313, unless
corporate documents authorize only
one person to sign this Agreement on
behalf of the corporation.)
Place corporate seal here
Exhibit A, Pg. 1
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EXHIBIT A
SCOPE OF SERVICES
See attached.
Exhibit B, Pg. 1
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EXHIBIT B
FEE SCHEDULE
Consultant shall provide the services described in Exhibit A, Scope of Services, in an amount not to exceed the amounts allocated for grant services in the current annual budget, per the attached exhibit.
Exhibit C, Pg. 1
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EXHIBIT C
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No. or description:
Indemnitor(s) (list all names):
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Norwalk and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), resulting from any wrongful or negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, material men, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced contract, agreement, license, or permit (the “Agreement”) or the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees’ active negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency’s active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees.
City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Indemnification and Hold Harmless Agreement.
Indemnitor(s), on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non-active negligence by the Indemnitees. Such claims, losses and liabilities include, but are not limited to, contraction of the COVID-19 virus and physical and/or emotional injuries and/or death caused by contraction of the COVID-19 virus. To the fullest extent permitted by law, this waiver is intended to be a complete release of Indemnitees.
Exhibit C, Pg. 2
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In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
“Indemnitor”
Print Name: Print Name: ___________________________ Signature:_____________________________ Signature:_____________________________ Title: Title:_________________________________
Date: __ Date: ____
Exhibit D, Pg. 1
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EXHIBIT D
CALIFORNIA LABOR CODE COMPLIANCE
(Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700)
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:
1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Consultant agrees to be bound by all the provisions thereof as though set forth in full herein.
2. Consultant shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement.
3. Consultant shall comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at
(http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Consultant or by any subcontractor.
4. Pursuant to California Labor Code Section 1771.4, Consultant’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations. Consultant shall post job site notices as prescribed by DIR regulations and agrees to furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).
5. Consultant shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors.
6. Consultant shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
Exhibit D, Pg. 2
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7. Consultant shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________