8I
Date: December 2, 2025
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
By: Carlos Huizar, Management Associate | [email protected] Subject: City Manager – Approve Second Amendment to Consulting Services Agreement for Grant Writing Services. Expenditure: None.
RECOMMENDATION
Recommendation of the City Manager that City Council approve a second amendment to the contract services agreement with Blais & Associates of Dallas, TX (C2022-177), to extend contract the term for an additional two-year period beginning November 8, 2025, and ending November 7, 2027.
FUNDING
Funding is available in the fiscal year 2025-26 City Manager’s Office operating budget and is anticipated to be available in subsequent fiscal years.
DISCUSSION
On November 8, 2022, the City Council approved a consulting services agreement with Blais & Associates (C2022-177) to provide grant writing services, for an amount not to exceed $152,790 over a three-year period, ending November 7, 2025, with two optional one-year extensions.
On October 29, 2024, the City Council approved the first amendment to the agreement, which increased the total contract agreement sum by $170,223 from $152,790 to a new not-to-exceed amount of $323,013.
Blais & Associates has successfully supported the City’s efforts to secure grant funding, using a collaborative approach to grant writing that ensures timely submission of applications and detailed analysis of funding opportunities.
Since the initiation of the agreement in November 2022, Blais & Associates has achieved the following:
Secured Grant Funding: Totaling $1,449,523 for various projects, including:
• Torrance Cabrillo EEMP Project : $718,528
• Curbside Organics Collection Expansion Project : $378,497 • EECBG Voucher Equipment Rebate for EV Charging Stations : $194,870 1 City Council
December 2, 2025
7 7
4 • USDA Farmers Market Promotion Program : $157,628
Pending Grant Applications: Totaling $5,325,422, including:
• LA Metro Open and Slow Streets Grant Program – 2026 World Cup - $200,000 • LA Metro Open and Slow Streets Grant Program – 2028 Olympics - $200,000 • U .S. EPA Solid Waste Infrastructure for Recycling (SWIFR) - $4,925,422 Based on Blais & Associates’ successful track record in securing competitive grant funding and their ongoing support of the City’s priority projects, staff recommends extending the contract term by two (2) additional years, through November 7, 2027. No additional funds are required at this time to implement the contract extension.
This amendment will continue to advance the City’s strategic goals by enabling staff to pursue critical grant opportunities. Approval is expected to further strengthen the City’s ability to obtain funding for key projects and initiatives.
ATTACHMENTS
1. Second Amendment to Consulting Services Agreement with Blais & Associates (C2022-177)
2. First Amendment and Original Consulting Services Agreement with Blais & Associates (C2022-177)
2 1
SECOND AMENDMENT TO AGREEMENT C2022-177
This Second Amendment to Consulting Services Agreement (C2022-177) (“Second Amendment”) is made and entered into as of November 7, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE (“CITY”), a municipal corporation, and BLAIS & ASSOCIATES, LLC, a Texas limited liability company (“CONSULTANT”).
RECITALS:
A. CITY and CONSULTANT entered into an Agreement dated November 8, 2022 in which CONSULTANT agreed to provide grant writing services for the CITY, with a term running through November 7, 2025, and for an amount not to exceed $152,790.
B. On or about October 29, 2024, the CITY and CONSULTANT entered into a First Amendment to Consulting Services Agreement (C2022-177) (“First Amendment”) to increase the not-to-exceed compensation amount from $152,790 to $323,013.
C. CITY and CONSULTANT now wish to amend the Agreement to extend term of the agreement by two (2) additional years through November 7, 2027.
AGREEMENT:
1. Paragraph 2, entitled “TERM”, is amended to read in its entirety as follows:
“2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through November 7, 2027.”
2. Except as expressly modified by this Second Amendment, in all other respects, Consulting Services Agreement C2022-177 dated November 8, 2022, as amended by the First Amendment, between CITY and CONSULTANT is ratified, reaffirmed and remains in full force and effect.
[Signatures to follow]
3 ATTACHMENT 1
2 CITY OF TORRANCE, BLAIS & ASSOCIATES, LLC
a municipal corporation a Texas limited liability company
By:______________________________ By:_________________________ George K. Chen Whitten Guajardo
Mayor Vice President
ATTEST:
_________________________________
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By:______________________________
Jennifer Vicente Guerrero
Deputy City Attorney
4 Docusign Envelope lD: 3Bl BF86D-5875-4185-8C83-89685349D410 FIRST AMENDMENT TO AGREEIìJIENT C2022-177
This First Amendment to Agreem ent (C2022-177) (the "First Amendment") is made and entered into as of October Zg, 2O2i (the "Effective Date;'), by and between the CITY OF TORRANCE ("ClTy'), a municipal corporaìion, and BLAIS & ASSOCIATES, LLC, a Texas Limited Liability Company ('CONSULTANT"),
RECITALS:
A. ClTy and CONSULTANT entered into an Agreement as of November 8,2022 whereby CoNSULTANT agreed to provide grant writing services for the clTY.
B. The Agreement is in effect through November 7,2025 with a Consultant Fee stipulated !9 Ue paid in accordance with the Óompensation Schedule set forth in the CONSULTANT proþosat and not to exceed the sum of 9152,790 ("Agreement Sum").
C. CITY submitted a request is satisfied with the level of service provided by CONSULTANT.
D. ClTy and CONSULTANT now wish to amend the Agreement to increase the not to exceed compensation amount from $152,790 to $323'013.
AGREEMENT:
1. paragraph 3, entitled "COMPENSATION", is hereby amended to read in its entirety as follows:
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2. "3. COMPENSATION
A. CONSULTANT's Fee.
"For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Þroposal, attached as Exhibit B; provided, however, that in no event will the total amount of money paid the CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $323,013 ("Agreement Sum"), unless otherwise first approved in writing by City.
B. Schedule of PaYment.
provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid thè fees described in Paragraph 3.4. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.
Except as expressly modified by this First Amendment, in all other respects, Consulting Services Agreement C2022-127 dateA November 8,2022, between CITY and CONSULTÃNT is ratified and reaffirmed and is in full force and effect. 00484(,44 docx
ATTACHMENT 2
5 Docusign Envelope lD: 381 BF86D-587541 85-8C83-B96853A9DA1 0 ctTY oF TORRANCE,
a munic¡pal corPoration
by:
By: (. Q..h,^ By
Mayor
ATTEST:
Slgned by:
"/*
Qr.u-. -
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
Tatia
Assistant City AttorneY
Attachment Exhibit A - Agreem enl C2022-177
BLAIS & ASSOCIATES, LLC
a Texas Limited LiabilitY ComPanY
Vice President
by:
by:
200484644 docx
6 Attachment B
CONSULTING SERVICES AGREEMENT
This coNSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of November a,-Z¡iZ(the "Effective Date") by a1d between the CITY OF TORRANCE, a rnunicipal corporationl"õtf-V';¡, and Blais & Associates' LLC' a Texas t-imiteO Liabiiity Company ("CONSULTANT")'
A
B
RECITALS:
1 crry wishes to retain the services of an experienced and qualified CONSULTANT to provide grant writing services'
ln order to obtain the desired services, ctTY has circulated its Request for proposal for the piouirion of grant wri¡ng services, RFP No. 2022-36 (the "RFP").
CONSULTANT has submirted a Proposal (the "Proposal") in response to the RFp. ln its proposãl CO¡¡SULTANT represents that it is qualified to perlorm those services ,"qu"rtão in tne RFP. Eiased upon its review of all proposals submitted in
'*.pånrã
to tn" RFP, CITY is willing to award this Agreement to
CONSU LTANT.
C C)
f\)
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l\)
f\)
I
2. AGREEMENT:
tc TO P ED co ULT NT
CONSULTANT will P rovide the services and install those materials listed in CONSULTANT's ProPosa submitted in resPo nse to the R FP. A coPY of the RFP is attached as Exhibit A. A copy of the ProPos al is attached as Exhibit B' CONSULTANT warrants that all work and services set forth in the ProPosa lwill be performed in a comPete nt, professional and satisfactory manner 3 COMPE NSATION
A. CONSULTANT's Fee
ForservicesrenderedpursuanttothisAgreement,CoNsULTANTwillbe paid in accordance with the Compensatiõn Schedule set forth in the proposal; proviOei, Åå*àuur, thai in no event will the total amount of moneypaidCoNsULTANT,forservicesinitiallycontemplatedbythis Agreement, *r"""Jtl'; ;r; of $152,790 ("Agreement Sum")' unless oiherw¡se first approved irr writing by CITY'
Schedule of PaYment.
1 TERM ¡ -,^ ...:¡L D^.^ñ,^nt-, ¡1 holnrru this Aoreement unless earlier terminated in accordance with Paragraph 4 below' this Agre wi¡ continue in full i;;;" and effect trom tne Effective Date through Novenrber 7' 2025,This Agre"t"niincludes two 1ã¡ additional one-year options' The option to extend can bà exercised only by CITY.
B
[00383701 oocxl
7 Provided that coNSULTANT is not in default under the terrns of this Agreement, upon presentation of an invoice, coNSULTANT will be paid tnä fees aesciioe¿ in paragraph 3.A. above, according to the ðo*p"nrrtion Schedule. Þayment will be due within 30 days after the date of the invoice,
4, TERMI REE ENT
A. Termination bY CITY for Convenience
B. Termination for Cause
1, clTY may, at any time; terminate the Agreement for ClTY,s convenience and without cause'
2. upon receipt of written notice from clTY of such termination for CiTY's convenience, CONSULTANT will:
a.ceaseoperationsasdirectedbyC|TYinthenotice;
b. take actions necessary, or that CITY may direct, for the protectiorr and preservation of the work; and
c.exceptforworkdirectedtobeperformed-priortothe
effeci¡ve date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders'
3. ln case of termination for clTY's convenience, CONSULTANT will beentitledtoreceivepaymentforworkexecuted,togetherwith
costs in"rriã¿ ny reaåon of the termination, along with reasonable overhead and profit on work not executed'
1 lf either party fails to perform any term, covenant or condition in this Ágrà"rånt ánd that failure continues for 15 calendar days after the nõndefaulting party gives the defautting party written,notice of the failure to perform, ifris ngreement may be terminated for cause; provided, however, that if during the notice period the defaulting p";t;;; prornpily commenced and continues di{igent efforts to i*n åOV the defauít, the defaulting party will f avq s-ucl. additional time as is reasonably necessary to remedy the default'
ln the event this Agreement is terminated for cause by the default ãr corusuLTANT,"CtTy may, at the expense of coNSULTANT
and its surety, complete this Agreement or cause it to be cornpleted. Âny check or bond delivered to the CITY in connection with this Agreement, and the money payableìh.etqg.n'will be forfeited to and remain the property of the clTY, All moneys due coNSULTANTunderthetermsolthisAgreemenlYl]beretained
byClTY,buttheretentionwillnotreleaseCoNsULTANTandits
.úrety frorn liability for the default. Under these circumstances' 2 2
[0c3B3701 docx]
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however, CoNSULTANT and its surety will be credited.with the amount of money reta¡neo toward any amount by whìch the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
Termirration for cause will not affect or terminate any of the rights of ClTy as against CòruSUlfANT or its surety then existing' or that may thereãft", "..ire
because of the default; this provision is in
addition to alt other iigl-'tt and remedies available to the CITY under C.
law.
Termination for Breach of Law
CE MAJE URE
ln the event coNSULTANT or any of ìts officers, directors, shareholders' employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, oi in the performance of a contract or subcontract; (ii) under state or federal ståtutes of embezzlement, theft' f*g;t, briberf, falsification or destruction of records, receiving stolen pËp;1i o. uny other offense indicating a lack of business integrity or business honesty that currently, seriouslV, ald.dggctly affects responsibítity as " prnti" consúitant or CÓUSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of viotation ;i p;;"gr"pñ r g of this Agreement;.or for any other cause ClTy deterÃines tõ ne so serious and compeliing as to affeg!..- coNSULTANT',s responsibility as a public consultant or coNSULTANT', ¡náuJing but not limiied to, debarment by another governmental agency' then ClTy ,"rr*u. tf," unllaterat right to terminate this Agreement or to irpor" such other sánctions (which may include financial sanctions' temporary .u.punrioÀ, or "ny
other condition deemed appropriate short
of termination) as it deems prôpet. CITY will not take action until CONSULTANT has O"*n giu"n notice and an opportunity to present evidence in mitigation.
5. FOR
lf any party fails to perform its oblig ations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable subst itutes for labor or materials, governmental restrictions, overnmental regulations, governmental contro , judicial orders, enemy or hosti e g
overnmental action, civi commotion, fire or other casualtY, or other causesg rty obligated to Perform, then that Party's
beyon d the reasonable control of the Pa
perform ance will be excused for a period equa to the period of that cause for 6 failure to perform-
RETENTION OF FUNps
CONSULTANT auffiiãs CITY to deduct from any amount payable to CONSULTANT twhàther or not arising out of this Agreement) any amounts the payment of which may Oe in dispute oì that are necessary to compensate CITY for any losses, "o.ts,
tiaUilities, är damages suffered by CITY, and all amounts Ji0038370'.docxl
9 I
7. for which clTY may be liable to third parties, by reason of CONSULTANT's acts or omissions in performing or failing to perform coNSULTANT's obligations under this Agreement. ln tne event that any claim is made by a third party' the arnount or vãlidity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien' CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhoto *itl not, however, affect the obligations of coNSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement'
CITY REPRESENTATIVE
Zulma Gent is oesflas the "City Representative,'' authorized to act in its behalf with respect"to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement' those actions will be taken by the city Representative, unless othen'vise stated The City Manager has the iight to designate another City Representative at any time, by providing notice to CONSULTANT.
coNS ULTANT REPRESENTATIJIE(sl
ANT are designated as being the
principat(s) and ,"ôi"iàÁt"tive(s) of CONSULTANT authorized to act in its behalf *itn ,"rp"bt to tn" work specit¡àá in this Agreement and make all decisions in connection with this Agreement:
Jordan Carter (CEO)
INDEPENDENT CONTRACTOR
CONSULTnT1 is, ãnO at att t¡rnes will remain as to CITY, a wholly independent contractor. Neither òry nor any of its agents will have control over the conduct of CONSULTANToTany of COÑSUlfAÑT's employees, except as otherwise set forth in this Agreement. CONSULTANT's agents and employees ale not and shall not be considered employees of CITY for arry purpose' CONSULTANT may not, at any time or in any manner, represent thatit or any of its agents or u*þloy""s are in àny rann", agents or employees of CITY. CITY has no duty' obligation, o, ,".pon.ibility to Cót..tSUlfANT's agents or employees under the Affordable care Act. coÑsulrANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and ernployees under the Affordable care Act and any other liabilities, claims and obligations t"g"tOini compliance with the Affordable Care Act with respect to CONSULTANT's ágËnts and emptoyees. CITY is not.responsible and shall not be held liable for CONSULTANT's tåilure to comply with CONSULTANT's duties' ãOtigations, and responsibilities under the Affordable Care Act. CONSULTANT ågiã"t to iefend, indemnify and hold CITY harmless for any and all taxes and pénalties that may bã assessed against CITY as a result of CONSULTANT's obligations under the Affordable care Act relating to coNSULTANT's agents and employees.
I
4100:ìtl3 Z0l docxl
10 11. OTHER LICENSES AND PERMITS
CONSU LTANT warrants that it has all P rofessional, contracting and other permìts and licenses required to undertake the wo rk contemPlated bY this Agreement
10. BUSI NESS L¡C ENSE
CONSULTANT must obtain a
under this Agreement, unless
12 13. CARE WO
CONSULTANT must adoPt
Agreement to furnish contin
materials, papers, documen
losses or damages, and will
property, until accePtance o
as may be caused bY CITY'
City business license prior to the start of work
COt'tSUlfANT is qualified for an exemption'
FAMILIARITY WITLI WORK
By executing this AgrA:.-,-t, C9NSULTANT warrants that coNSULTANT (a) nás tnorougl.,'ly ¡nu.itigated and considered the scope of services to be pqrformed, (b) has car"Julty considgred how the services should be performed' ånJ f"l frlly'unOàrstánUJ tf'" taò¡titiãs, difficulties and restrictions attendlng pã,+d6"náe of tfre råùi."t required under this Agreement' lf the services invotve work upon-*V.iiá, COÑSulrANT warrañts that CONSULTANT has or will investigate the s¡tä an¿ is or will be fully acquainted with the conditions there existing, prior to "or*"n."ment
of the services set forth in this Agreement'
should coNSULTANT discover any latent or unknown conditions that will materially affect the performrn"u of the services set forth in this Agreement' CON.SULTANT must immediately infàrm Clw of that fact and may not proceed except at CONSULiÀU1'. risk until written instrr-rctions are received from CITY' reasonable methods during the term of the
uous protection to the work, and the equipment'
ir, ptåns, studies and other components to prevent
be responsible for all damages to persons or
f tne wårf by CITY, except those losses or damages
s own negligence'
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SU NT'S ccou NG coR o ERP E 5
Records of CONSULTANT's time Pertaining to the Project, and records of accounts between CITY and CONSU LTANT, wil be kept on a generallY recog nized accounting basís' CONS ULTANT will also mat ntairr all other records, including without limitation, sPecificat ions, drawings, Progres s repods and the like, relating to the work and services identified in Exhibit A. All records wil be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after fina I paymerrt,
. rNDFMNlFlcATloN
CONSULTANT wil ¡ndemnify, defend, and hold harmless CITY' the Successor Agency to the Former Redevelop*"ni Agency of the City of Torrance' the City council, each member thereof, present Jnd future, members of boards and commissions, thei r office rs, ag"nts,- ãmployees a nd volunteers (col lectively "City Affiliates") from and against any and att'liability, expenses, including defense costs and legal feei ãnU clairns for damages whatsoever, including' but not rimited to, those ;;;i.g irrm breach ài "oñtrr"t,
bodiry inlury, death, personal
injury, property oãtág-" loss of "*,
o|. properly loss however the same may be
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[00383701 .docx]
11 caused and regardless of the responsibility for neglìgence' The obligation to indemnify, defend and hold harmless includes, bui is not limited to, any liability or expense, including defense costs and legal fees, arising fr9-T the negligent acts or omissions, or øltiul misconduct of CONSULTANT, its officers, employees' ág"ntr, subCONSÚlfn¡lft or vendors. CONSULTANT's obligations to indemnify, defend and hold harmless witl apply even i1.the event of concurrent negtigence on the part of City Affiliates, excepi for liability resulting sole,ly from the negtigence or willful misionduct of bity Affiliates' Payment by C¡TY is not a condition precedent to enforcement of thii indemnity. ln the event of any dispute between coNSULTANT and clw, as to whether liability arises from the sole negligence of cityAffiliates, coNSULTANT will be obligated to pay for the defense of City nfiri"t"u unîil such tirne as a final judgment has been entered adjudicating City Affiliates as solely n"ótig"nt. Cóftf SUlfANT will not be entitled in the event of such a determination toäñy reimbursement of defense costs including but not fi*it"à to attorney's fees, expert fees and costs of litigation'
16. ON LIT FCI FFIC S D LOB
No officer or emPloYee of CITY will be Personally liable to CO event of anY default or breach bY the CITY or for anY amount due to CONSULTANT
17. INSU RANCE
ìtssubCoNsULTANTsmustmaintainfortheduration
their sole expense the following insurance' which will
subject to self-insurance provisions:
NSULTANT, in the
that maY become
A. CONSULTANT and
of the Agreement at
be full coverage not
1 Automobile Liability, including owned' non-owned and hired vehicles, with at leâst the following limits of liability:
a.PrimaryBodilylnjurywithlimitsofatleast$500'000per
p"tton, $t 'OOO'OO0 per occurrenÇe' and
b. Primary Property Damage of at least $250'000 per
occurrence; or
c. Combined single limits of $1,000'000 per occurrence' Commercial General Liability including coverage for premises' products and completed operations'. independent
öOnSUlrANTs/vendors, personal injury and contractual
ãntijations with combineá single limits of coverage of at least $2,õ00,000 per occurrence, $4,000,000 aggregate'
Workers' Compensation coverage as required by.the.Labor Code of the state of califoiniå ánJ, if wo-rkers' compensation.is.required, å¡1provui, liability inrrrun.u with minimum timits of ($1,000,000) per occurrenceoroccupationalillness.TheWorkers.Compensation ñilil,nårr o" enJor"e¿ with a waiver of subrogation in favor of the 2 3
6[00383701.docxl
12 B
CITYforallworkperformedbytheCoNSULTANT,itsemployees,
agents and subconsultants'
4. professional Liability (Errors and omissions): lnsurance approprìate to the CONTRACIón'S profession, with limits no less than $2,000,000 per occurrence or claim, $4,000'000 aggregate' The insurance provided by coNSULTANT will be primary and non- contributory.
clîY, the successor Agency to the Fornrer Redevelopment Agency of the City of Torrance, tnË C'itV Cóuncil and each member thereof, members of boards and commiss¡onl every officer, agent, official, employee and r
volunteer must be named as additional inéureds under the automobile and general liabilitY Policies.
coNSULTANT must provide certificates of insurance including all required amendatory ãniortuments (or copies.of the applicable policy iãnir"g" effecting coverage ryquired by this clause)ìndicating appropriat* "ou"rugã,
toiñu City Clerk ôf tne City of Torrance before the
comrnencement of work.
Each insurance policy required by this Paragraph must contain a provision that no termination, cäncellation or change of coverage can be made without notice to the CITY.
lf the coNSULTANT maintains broader coverage and/or higher limits th.an the minimums shown rbòu", the CITY requiresãnd shall be entitled to the broadercoverageand/orthehigherlimitsmaintainedbythe
CONSULTANT Any available ',itutun.. proceeds in excess of the specified minimum iim¡t, of insurance aná coverage shall be available to the CITY.
The procuring of insurance shall not be construed as a limitation on liability nor as tulr påiormãnce of the indemnification provisions of the CONSULTANT.
H. CONSULTANT hereby grants to clTY a waiver of any right to subrogation which any insurer or sâiã coNSULTANT may acquire ag^"L:liî: clTY bv virtue of tne óåVÀentof any loss under such insurance CONSULTANT agrees to obiain any endorêement that may be necessary to affect this waiver of rrniog"tión, but this provision applies. regardless of whether or not the CI¡y has received a wå¡ver of subrogation endorsement from the insurer.
suFFlclENCY OF ¡NSURçRS
I ns u rance r.qu ir"J-6:flñffiEement wi ll be satlsfacto ry o nly. if issued,,by companies admittåJ ío Oo bùsiness in California, rated "4" or better in the most recent edition or a"stìt kev nat¡ng Guide, and only if they are of a financial D
E
F
(:
18 7[0C:ì¿J3 i 01 docx]
13 category Class Vll or better, tlnless these requirements are walved by the Risk fof
"tãgét
of CIf} l"nisX Manager") due to unìque circumstances' ln the event the Rìsk Manager determinet tf'at the work or services to be perforlg.d ynder this Agreement creates an increased or decreased risk of loss to CITY' the coNSULTANT agrees that the minimum limits of any insurance policies or [erformance bonðs required by this Agreement may be changed accordingly lpon '"."ipt
of written notice fiom the Risk Manager; provided that
coNSULTANT will have the right to appeal a determination of increased "ou"rág"
by the Risk Manager-to gre òity Council of CITY within 10 days of recelpt of notice from the Risk Manager'
19, CO CT ERE
ee of the CITY may have anY financial interest, directA No officer or employ or indirect, in this Ag reement, nor may anY officer or emploYee ParticiPate in any decision relating to the Agreement that affects the officer or employee 's financial interest or the financial interest of any corPoration, partnersh ip or association ìn wh ich the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation 20 B.Nopersonmayoffer,give,oragreetogive.anyofficerorenrployeeor former officer ór emplõyu", nor-*"y ant officer or employee solicrt' demand, accept, or'"gi"e to accepi from another person a gratuity or an offer of emptoyment iñ connection with any decision, approval, disapprov"i, |.é"otrnendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement sìandard, rendering of advice,. investigation' auditing, ot in-"ny other advisory capacity in any way perlaining.to any program '-"q¡¡ià*"nt,
contraci ór subcontract, or to any solicitation or
proposal.
NOTICE ._i^^¿i^¡a ,,^.r^r fhic
A. All notices, requests, demands, or other communications under this Agreement wili be in writing. Notice will be sufficiently given for all purposes as follows:
1 Personal delivery. when personally delivered to the recipient' notice is effective on deliverY'
2. First class mail. when mailed first class to the last address of the recipientknowntothepartygivingngjig,"'noticeiseffectivethree ma¡t-¿ei¡very days aftei¿eóolit in a United States Postal Service office or mailbox.
3.Certifiedmail.Whenmailedcertifiedmail,returnreceiptrequested, notice is effective on receipt, if delivery is confirmed by a return receipt.
overnightdelivery'Whendeliveredbyanovernightdelivery
service, charges pr"p"io or charged tó tne sender's account, notice 10038370l docxl
4 I
14 5
is effective on delivery, if delivery is confirmed by the delivery service.
Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on ráceipt,' Any notice given by fax will be deemed received on the next'business day if it is reieived after 5:00 p.m. (recipient's time) or on a non-business day.
Addresses for purpose of giving notice are as follows:6 CONSULTANT Blais & Associates, LLC
2807 Allen Street, Suite 2050
Dallas, TX75204
Fax 214-407-6252
CITY: CitY Clerk
CitY of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
Either party may change its address or fax number by giving the other farty noticâ of t'he cha-nge in any rnanner permitted by this Agreement'
21. PRO HIBITION AGAINST A SIGNMENT AND SUBCONTRA CTING and
ntracted bY
other.
This Agreement and allexhibits are binding on the heirs, successors' assrg ns of the parties. The Agreement may not be assigned or subco eithe r CITY or CONSULTANT without the prior written consent of the
22. INT TION AMEND
This Agreement represen ts the entire understand of CITY and CONSULTANTng as to those matters conta ined in it. No Prior oral or writte n understanding will be of any force or effect with resPect to the terms of this Agreeme nt. The Agreement maY not be modified or a tered excePt in writing sig ned by both B
C
23. parties.
INTERPRETATION
The terms of this Alreement should be construed in accordance with the meaning of the taniuage used and should not be construed for or against either p"nv by" reason or [ne ãuthorship of this Agreement or by any other rule .of construction that might othenvise apply. tã tne extent that the terms of the RFP €l10C383701 docxl
15 or Proposal are inconsistent with the terms of this Agreement' the terms of this Agreement shall control
24. SEVE BILITY
lf any part of this Agreeme
part will be inoPerative, nul
laws, but the remainder of
25 TIME OF ESSENCE
Time is of the essence in the pedormance of this Agreement. 26 27 P EWI STA TI
nt is found to be in conflict with applicable laws' that I and void insofar as it ìs in conflict with any applicable the Agreement will remain in full force and effect'
ÇOVERNING LAW: JURISDIGTION
@iñ=ãdrñGfãreland interpreted under the laws of the state of California. Jur¡sãict¡on of any litigation arìsing from the Agreement will be in Los Angeles CountY, California.
CONSU LTANT will be knowledgeable of and will comPlY with all aPPlicable ordinances and ordersfederal, state, county and city statutes, rules, regulations, 28 29.
WAIVER OF BREACH
No delay or omissiãñ-in the exercise of any right.or remedy by a nondefaulting party on any oerautt w¡ri i*pui¡. the right or'remedy or be construed as a waiver' A party,s consent oi ,ôprouul of anyãct by the other.PaÉy requiring the first party,s consent o, áppräuul will notbe deemed to waive or render Llnnecessary the other party's consent to or approval of any subsequent act' Any waiver by either party of any default must be in writing ánd will not be a waiver of any other default concerning the same or any other provision of this Agreement'
ATTORNEY'S FEES
Exceptas provideu-for ¡n Paragraph 15, in any dispute, liiigation' arbitration' or other proceeding by which one party either seeks to enforce its rights under this Agreement (whethór in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney'i teesl together with'any cosis and expenses' to resolve the dispute and to enforce any jr"rdgment'
30 HIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference
31 NSUL T'S THO EC b
The persons executing this Agreement on beha lf of CONSULTANT warrant that (i) CONSULTANT is dulY org anized and existing; (ii) they are dulY authorized to execute th s Agreement on beha f of CONSULTANT; (iii) by so executing this Ag reement, CONSULTANT is formally bound to the Provisions of this Ag reement, and (iv) the entering into this Ag reement does not violate anY Prov t to which C
[003tJ:] l0l.clocxl
ision of any other Agreemen
IU
ONSULTANT is bound
16 32. PUBLIC RECORDS ACT
Any docum*nt" "r5}fiäd
by lhe C9NSULTANT; all information obtained in
connection with the öifVlïght to audit and inspect the CONSULTANT's documents, books, *¿ ""'oi'nting
records pursuant to paragraph 14
CONSULTANT's Accounting Records;ótft", Project Records; as well as those documents which were required to be submitted in response to the Request for proposals (RFP) ttãa i. tÉã *ti.¡ttt¡on-f-tòt"*t for this Contracl become the exctusive property;;i# ðìiV. Ä¡¡ tu"¡ iotut"nts become a matter of public record and shalt u""r"äãrJ"å as puulic records, Exceptions will be those elements in the Califoínia Governrnent Code Section 6250 et seq' (Public Records Act) and;;i;h;t; marked "tiiä*"tret'"'confldential"' or *proprietary" The CITY shall not in any way be fiab.feìr responsible for the disclosure of any such records inctuOiig,;iihãlilimitatián thode so marked' if disclosure is required by taw, J;;å; ärJãr issued by a court of competent jurisdiction' ln the event the clTY is required to defend an action on a Public Records Act request for any of ti're .toi"-tànt¡on"i¿å*ments, information' books' records' and/or contents "f;;õ;;är
rär.á¿ "trade secret", "confidential", or
,,proprietary,,, the cõüsÜr-rANT agreesiã ueteno and indemnify the clTY from all costs and expenseg, including t.".ãîåUu "ttotney's
fees' in action or liability
ái¡ting under the Public Records Act'
CITY OF TORRANCE,
a municiPal corPoration
G Chen, MaYor
ATTEST
<.*- -,
Rebecca Po MMC
Blais & Associates, LLC
a Texas Limited LiabilitY ComPanY
By
wh¡ Guajardo
Director of OPerations
APPROVED AS TO FORM
PATRICK Q, SULTIVAN
City AttorneY
City Clerk By: fuQ^t"^/*-
Patrick Q' Sullivankor-
Attachments
Rev, 0722
Request for ProPosals
Proposal
Exhibit A
Exhibit B
[00383701 docx] 11
17 DocuSign'
Certificate Of Completion
Envelope ld: 381 8F860587541 85BC83B96853A9DA1 0
Subject: Complete with Docusign: C2022-177 Blais & Associates Amend #1 Source Envelope:
Document Pages:2 Signatures:4
Certificate Pages: 5 lnitials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
1013012024 9:06:24 AM
Signer Events
Whitten Guajardo
[email protected]
cEo
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 10130/2024 3:22:09 PM
lD: afb81 240-bc24-49a6-a982-81 e569f21 591
Company Name: City of Torrance CA
Tatia Y. Strader
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 'lO/3112024 1:10:23 PM
I D : f570e58c-3b a0-47 3b-8cae-467 6b9841251
Company Name: City of Torrance CA
George K. Chen
[email protected]
Mayor, City of Torrance
Security Level: Email, Account Authent¡cation
(None)
Electronic Record and Signature Disclosure:
Accepted: 1013112024 3:33:38 PM
I D : 7e21 53ea-9e04-4cd0-9986-990c88dbebdd
Company Name: Gity of Tonance CA
Rebecca Poirier
[email protected]
Security Level: Email, Account Authentication
(None)
Holder: Theresa Yniguez
[email protected]
Signature
Status: Completed
Envelope Originator:
Theresa Yniguez
3031 Torrance Blvd
Torrance, CA 90503
tyniguez@TonanceCA. gov
lP Address: 204.1 45j 29.1 90
Location: DocuSign
Timestamp
Sent: 1 0/30/2024 9:08:55 AM
Viewed: 10130/2024 3:22:09 PM
Signed: 1013112024 1 :04:09 PM
Sent: 10/31/2024 1 :04:1 1 PM
Viewed: 10131/2024 1:10:23 PM
Signed: 1013112024 1 :10:36 PM
Sent: 10/31/2024 1:10:38 PM
Viewed: 1013112024 3:33:38 PM
Signed: 10131/2024 3:34:06 PM
Sent: 10/31/2024 3:34:08 PM
Viewed: 10/31/2024 4:29.26 PM
Signed: 10/3112024 4:29:42 PM
w,k
Signature Adoption: Uploaded Signature lmage
Using lP Address: 185.222.243.8
Giïf^r^,
S¡gnature Adoption: Pre-selected Style
Using lP Address: 204.145.129.190
by:
,Ae,o+"a¡, (. Cl^
Signature Adoption: Pre-selected Style
Using lP Address: 204.1 45.129.190
W.::*
Signature Adoption: Pre-selected Style
Using lP Address: 204.145.129.190
Electronic Record and Signature Disclosure:
18 Signer Events
Accepted: 10/3112024 4:29:26 PM
lD: eaOaafTd-c941 -4338-9d1 6-1 561 ba3d0493
Company Name: City of Tonance CA
ln Person Signer Events
Editor Delivery Events
Agent Delivery Events
lntermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Theresa Yniguez
[email protected]
Deputy City Clerk I
City of Torrance
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carlos Huizar
[email protected]
Secur¡ty Level: Email, Account Authentication
(None)
Electron¡c Record and Signature Disclosure:
Accepted: 121812023 12:11:32 PM
I D: b693c379-e4fe-4 'l c0-9c6d-89ec1 35becsf
Company Name: City of Torrance CA
Witness Events
Notary Events
Signature
Signature
Status
Status
Status
Status
Status
COPIED
COPIED
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Secur¡ty Checked
Security Checked
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
T¡mestamp
Timestamp
Sent: 1 0/31 /2024 4:29:43 PM
Resent: 10131/2024 4:29:48 PM
Viewed: 10131/2024 4:31 :13 PM
Sent: 10/31/2024 4:29:45 PM
Timestamp
T¡mestamp
Timestamps
10/30/2024 9:08:55 AM
10131/2024 4:29:26 PM
1013112024 4:29:42 PM
1013112024 4129i45 PM
Timestamps
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events Status
Electronic Record and S¡gnature D¡sclosure
19 Electronic Record and Signature Disclosure created on: 51212023 '12:32:32 PM Parties agreed to: Whitten Guajardo, Tatia Y. Shader, George K. Chen, Rebecca Poirier, Carlos Huizar
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Tonance CA (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically 20 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we pretbr to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences ofyour electing not to receive delivery ofthe notices and disclosures electronically from us.
How to contact City of Torrance CA:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise City of Torrance CA of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Torrance CA
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, fulIname, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Torrance CA
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
21 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- si gnin g-s)¡stem-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.
By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm that:
. You can access and read this Electronic Record and Signature Disclosure; and . You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
. Until or unless you notify City of Torrance CA as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Torrance CA during the course of your relationship with City of Torrance CA.
22