HomeMy Public PortalAboutC-21-028 - JOE A. GONSALVES & SON (AMEND 1)CONTRACT SERVICES AGREEMENT
By and Between
CITY OF CARSON
and
JOE A.GONSALVES &SON
AGREEMENT FOR CONTRACT SERVICESBETWEENTHECITYOFCARSONAND
JOE A.GONSALVES &SON
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”)is made andenteredintothis2nddayofMarch,2021 by and between the City of Carson,a Californiamunicipalcorporation(“City”)and Joe A.Gonsalves &Son,a California corporation(*Consultant”).City and Consultant are sometimes hercinafter individually referred to as “Party”and hereinafter collectively referred to as the “Parties.”
RECITALS
A.City has sought,by issuance of a Request for Proposals,the performance of theservicesdefinedanddescribedparticularlyinArticle1ofthisAgreement.
B.Consultant,following submission of a proposal for the performance of theservicesdefinedanddescribedparticularlyinArticle1ofthisAgreement,was selected bytheCitytoperformthoseservices.
C,Pursuant to the City of Carson’s Municipal Code,City has authority to enter intoandexecutethisAgreement.
D.The Parties desire to formalize the selection of Consultant for performance ofthoseservicesdefinedanddescribedparticularlyinArticle1ofthisAgreementanddesirethatthetermsofthatperformancebeasparticularlydefinedanddescribedherein.
OPERATIVE PROVISIONS
NOW,THEREFORE,in consideration of the mutual promises and covenants made bythePartiesandcontainedhereinandotherconsideration,the value and adequacy of which areherebyacknowledged,the parties agree as follows:
ARTICLE 1.SERVICES OF CONSULTANT
1]scope of Services.
In compliance with all terms and conditions of this Agreement,the Consultant shallprovidethoseservicesspecifiedinthe“Scope of Services”attached hereto as Exhibit “A”andincorporatedhereinbythisreference,which may be referred to herein as the “services”or“work”hereunder.As a material inducement to the Cityentering into this Agreement,Consultantrepresentsandwarrantsthatithasthequalifications,experience,and facilities necessary toproperlyperformtheservicesrequiredunderthisAgreementinathorough,competent,andprofessionalmanner,and is experienced in performing the work and services contemplatedherein.Consultant shall at all times faithfully,competently and to the best ofits ability,experience and talent,performall services described herein.Consultant covenants that it shallfollowthehighestprofessionalstandardsinperformingtheworkandservicesrequiredhereunderandthatallmaterialswillbebothofgoodqualityaswellasfitforthepurposeintended.For
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purposes of this Agreement,the phrase “highest professional standards”shall mean thosestandardsofpracticerecognizedbyoneormorefirst-class firms performing similar work undersimilarcircumstances.
1.2 Conswtant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work which shall beincorporatedhereinbythisreferenceasthoughfullysetforthherein.In the event of anyinconsistencybetweenthetermsofsuchproposaland_this Agreement,the terms of thisAgreementshallgovern.
1.3 Complhance with Law,
Consultant shall keep itself informed concerning,and shall render all services hereunderinaccordancewith,all ordinances,resolutions,statutes,rules,and regulations of the City andanyFederal,State or local governmental entity having jurisdiction in effect at the time service isrendered.
L.4 Licenses,Permits,Fees and Assessments,
Consultant shall obtain at its sole cost and expense such licenses,permits and approvalsasmayberequiredbylawfortheperformanceoftheservicesrequiredbythisAgreement.Consultant shall have the sole obligation to pay for any fees,assessments and taxes,plusapplicablepenaltiesandinterest,which may be imposed by lawand arise from orare necessaryfortheConsultant’s performance of the services required by this Agrecment,and.shallindemnify,defend andhold harmless City,its officers,employees or agents of City,against anysuchfees,assessments,taxes,penalties or interest levied,assessed or imposed against Cityhereunder.
1.5 Familiarity with Work.
By executing this Agreement,Consultant warrants that Consultant (i)has thoroughlyinvestigatedandconsideredthescopeofservicestobeperformed,(ii)has carefully consideredhowtheservicesshouldbeperformed,and (iii)fully understands the facilities,difficulties andrestrictionsattendingperformanceoftheservicesunderthisAgreement.IF the services involveworkuponanysite,Consultant warrants that Consultant has or will investigate the site and is orwillbefullyacquaintedwiththeconditionsthereexisting,prior to commencement of serviceshereunder.Should the Consultant discover any latent or unknown conditions,which willmateriallyaffecttheperformanceoftheserviceshereunder,Consultant shall immediately informtheCityofsuchfactandshallnotproceedexceptatConsultant’s risk until written instructionsarereceivedfromtheContractOfficer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement tofurnishcontinuousprotectiontothework,and the equipment,materials,papers,documents,plans,studies and/or other components thereof to prevent losses or damages,and shall be
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17 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement.Both parties agree to act in good faith to executeall instruments,
prepare all documents and takeall actions as may be reasonably necessary to carry out the purposes
of this Agreement.Unless hereafter specified,neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services,without
invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or
make changes by altering,adding to or deducting from said work.No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i)the Contract Sum for the actual costs of the extra work,
and/or (ii)the time to perform this Agreement,which said adjustments are subject to the written
approval of the Consultant.Any increase in compensation of up to ten percent (10%)of the
Contract Sum or $25,000,whicheveris less;or,in the time to perform of up to one hundred eighty
(180)days,may be approved by the Contract Officer.Any greater increases,taken either separately
or cumulatively,must be approved by the City Council.It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services.Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor.City may
in its sole and absolute discretion have similar work done by other contractors.No claims for an
increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement,if any,which are made a part hereof
are set forth in the “Special Requirements”attached hereto as Exhibit “B”and incorporated herein
by this reference.In the event of a conflict between the provisions of Exhibit “B”and any other
provisions of this Agreement,the provisions of Exhibit “B”shall govern.
ARTICLE 2.COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation”attached hereto as Exhibit “C”and
incorporated herein by this reference.The total compensation,including reimbursementfor actual
expenses,shall not exceed One Hundred Forty Four Thousand Dollars ($144,000)(the “Contract
Sum”),unless additional compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.
The method of compensation may include:(i)a lump sum payment upon completion;(ii)payment in accordance with specified tasks or the percentage of completion ofthe services,lesscontractretention;(iii)payment for time and materials based upon the Consultant’s rates asspecifiedintheScheduleofCompensation,provided that (a)time estimates are provided for theperformanceofsubtasks,(b)contract retention is maintained,and (c)the Contract Sum is notexceeded;or (iv)such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures forreproductioncosts,telephone expenses,and travel expenses approved by the Contract Officer inadvance,or actual subcontractor expenses ofan approved subcontractor pursuant to Section 4.5,and only if specified in the Schedule of Compensation,The Contract Sum shall include theattendanceofConsultantatallprojectmeetingsreasonablydeemednecessarybytheCity,Coordination ofthe performance of the work with Cityts a critical component ofthe services.IfConsultanttsrequiredtoattendadditionalmeetingstofacilitatesuchcoordination,Consultantshallnotbeentitledtoanyadditionalcompensationforattendingsaidmeetings.
2.4 Invoices,
Fach month Consultant shall furnish to City an original invoice for all work performedandexpensesincurredduringtheprecedingmonthinaformapprovedbyCity’s Director ofFinance.By submitting an invoice for payment underthis Agreement,Consultant is certifyingcompliancewithallprovisionsoftheAgreement.The invoice shall detail charges for allnecessaryandactualexpensesbythefollowingcategories;labor (by sub-category),travel,materials,equipment,supplies,and sub-contractor contracts.Sub-contractor charges shall also bedetailedbysuchcategories.Consultant shall not invoice City for any duplicate servicesperformedbymorethanoneperson.
City shall independently review each invoice submitted by the Consultant to determinewhethertheworkperformedandexpensesincurredareincompliancewiththeprovisionsofthisAgreement.Except as to any charges for work performed or expenses incurred by ConsultantwhicharedisputedbyCity,or as provided in Section 7.3,City will use its best efforts to causeConsultanttobepaidwithinforty-five (45)days of receipt of Consultant’s correct andundisputedinvoice;however,Consultant acknowledges and agrees that due to City warrant runprocedures,the City cannot guarantee that payment will occur within this time period.In theeventanychargesorexpensesaredisputedbyCity,the original invoice shall be returned by CitytoConsultantforcorrectionandresubmission.Review and payment by City for any invoiceprovidedbytheConsultantshallnotconstituteawaiverofanyrightsorremediesprovidedhereinoranyapplicablelaw.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not bedeemedtowaiveanydefectsinworkperformedbyConsultant,
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ARTICLE 3.PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance ofthis Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of awrittennoticetoproceedandshallperformallserviceswithinthetimeperiod(s)established inthe“Schedule of Performance”attached hereto as Exhibit “D”and incorporated herein bythisreference.When requested by the Consultant,extensions to the time period(s)specified in theScheduleofPerformancemaybeapprovedinwritingbytheContractOfficerbutnotexceeding
one hundred cighty (180)days cumulatively.
3.3 Force Majeure.
The time period(s)specified in the Schedule of Performance for performance of theservicesrenderedpursuanttothisAgreementshallbeextendedbecauseofanydelaysduetounforeseeablecausesbeyondthecontrolandwithoutthefaultornegligenceoftheConsultant.including,but not restricted to,acts of God or of the public enemy,unusually severe weather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots,strikes,freight embargoes,wars,litigation,and/or acts of any governmental agency,including the City,if the Consultantshallwithinten(10)days of the commencement of such delay notify the Contract Officer inwritingofthecausesofthedelay.The Contract Officer shall ascertain the facts and the extent ofdelay,and extend the time for performing the services for the period of the enforced delay whenandifinthejudgmentoftheContractOfficersuchdelayisjustified.The Contract Officer'sdeterminationshallbefinalandconclusiveuponthepartiestothisAgreement.In no event shallConsultantbeentitledtorecoverdamagesagainsttheCityforanydelayintheperformanceofthisAgreement,however caused,Consultant's sole remedy being extension of the AgreementpursuanttothisSection.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement,this Agreementshallcontinueinfullforceandeffectuntilcompletionoftheservicesbutnotexceedingone(1)yearfromthe date hereof,except as otherwise provided in the Schedule of Performance (Exhibit“D"),
ARTICLE 4.COORDINATION OF WORK
4]Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”)are hereby designated as being theprincipalsandrepresentativesofConsultantauthorizedtoactinitsbehalfwithrespecttotheworkspecifiedhereinandmakealldecisionsinconnectiontherewith:
Jason Gonsalves Lead Strategist/Advocate
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(Name)(Title)
It is expressly understood that the experience,knowledge,capability and reputation of theforegoingprincipalswereasubstantialinducementforCitytoenterintothisAgreement.Therefore,the foregoing principals shall be responsible during the term of this Agreement fordirectingallactivitiesofConsultantanddevotingsufficienttimetopersonallysupervisetheserviceshereunder.All personnel of Consultant,and any authorized agents,shall at all times beundertheexclusivedirectionandcontrolofthePrincipals.For purposes of this Agreement,theforegoingPrincipalsmaynotbereplacednormaytheirresponsibilitiesbesubstantiallyreducedbyConsultantwithouttheexpresswrittenapprovalofCity.Additionally,Consultant shall utilizeonlycompetentpersonneltoperformservicespursuanttothisAgreement.Consultant shall makeeveryreasonableefforttomaintainthestabilityandcontinuityofConsultant’s staff andsubcontractors,if any,assigned to perform the services required under this Agreement.Consultant shall notify City of any changes in Consultant’s staff and subcontractors,if any,assigned to perform the services required under this Agreement,prior to and during any suchperformance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner,or to incur anyobligation,debt or lability of any kind on behalf of or against City,whether by contract or otherwise,unlesssuchauthorityisexpresslyconferredunderthisAgreementorisotherwiseexpresslyconferredinwritingbyCity.Consultant shall not at any time or in any manner represent that Consultant oranyofConsultant’s officers,employees,or agents are in any mannerofficials,officers,employees or agents of City.Neither Consultant,nor any of Consultant’s officers,employees oragents,shall obtain any rights to retirement,health care or any other benefits which mayotherwiseaccruetoCity’s employees.Consultant expressly waives any claim Consultant mayhavetoanysuchrights.
43 Contract Officer.
The Contract Officer shall be Michael George,Assistant to the City Manager,or suchpersonasmaybedesignatedbytheCityManager.It shall be the Consultant’s responsibility toassurethattheContractOfficeriskeptinformedoftheprogressoftheperformanceofthe
services and the Consultant shall refer any decisions which must be made by City to the ContractOfficer.Unless otherwise specified herein,any approval of City required hereunder shall meantheapprovaloftheContractOfficer.The Contract Officer shall have authority,if specified inwritingbytheCityManager,to sign all documents on behalf of the City required hereundertocarryoutthetermsofthisAgreement.
4.4 Independent Consultant,
Neither the City nor any ofits employees shall have any control over the manner,modeormeansbywhichConsultant,its agents or employees,perform the services required herein,except as otherwise set forth herein.City shall have no voice in the selection,discharge,supervision or control of Consultant’s employees,servants,representatives or agents,orin fixingtheirnumber,compensation or hours of service.Consultant shall performall services required
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herein as an independent contractor of City and shall remain at all times as to City a whollyindependentcontractorwithonlysuchobligationsasareconsistentwiththatrole.ConsultantshallnotatanytimeorinanymannerrepresentthatitoranyofitsagentsoremployeesarcagentsoremployeesofCity.City shall not in any way or for any purpose become or be deemedtobeapartnerofConsultantinitsbusinessorotherwiseorajointventureoramemberofanyjointenterprisewithConsultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience,knowledge,capability and reputation of Consultant,its principals andemployeeswereasubstantialinducementfortheCitytoenterintothisAgreement.Therefore,Consultant shall not contract with any other entity to perform in whole or in part the servicesrequiredhereunderwithouttheexpresswrittenapprovaloftheCity.In addition,neither thisAgreementnoranyinteresthereinmaybetransferred,assigned,conveyed,hypothecated orencumberedvoluntarilyorbyoperationoflaw,whether for the benefit of creditors or otherwise,without the prior written approval of City.Transfers restricted hereunder shall include thetransfertoanypersonorgroupofpersonsactinginconcertofmorethantwentyfivepercent(25%)of the present ownership and/or contro!of Consultant,taking all transfers into account onacumulativebasis.In the event of any such unapproved transfer,including any bankruptcyproceeding,this Agreement shall be void.No approved transfer shall release the Consultant oranysuretyofConsultantofanyliabilityhereunderwithouttheexpressconsentofCity.
ARTICLE5.INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain,at its sole cost and expense,in a form andcontentsatisfactorytoCity,during the entire term of this Agreement including any extensionthereof,the following policies of insurance which shall coverall elected and appointed officers,employees and agents of City:
(a)General Liability Insurance (Occurrence Form CG0001 or equivalent).Apolicyofcomprehensivegeneralliabilityinsurancewrittenonaperoccurrencebasisforbodilyinjury,personal injury and property damage.The policy of insurance shall be in an amount notlessthan$1,000,000.00 per occurrence orif a general aggregate limit is used,then the generalaggregatelimitshallbetwicetheoccurrencelimit.
(b)Worker's Compensation Insurance.A policy of worker's compensationinsuranceinsuchamountaswillfullycomplywiththelawsoftheStateofCaliforniaandwhichshallindemnify,insure and provide legal defense for the Consultant against any loss,claim ordamagearisingfromanyinjuriesoroccupationaldiseasesoccurringtoanyworkeremployedbyOranypersonsretainedbytheConsultantinthecourseofcarryingouttheworkorservicescontemplatedinthisAgreement.
{c)Automotive Insurance (Form CA 0001 (Ed 1/87)including “any auto”andendorsementCA0025orequivalent).A policy of comprehensive automobile liability insurancewrittenonaperoccurrenceforbodilyinjuryandpropertydamageinanamountnotlessthan
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$1,000,000.Said policy shall include coverage for owned,non-owned,leased,hired cars and any
automobile,
(d)Professional Liability.Professional liability insurance appropriate to theConsultant’s profession.This coverage may be written on a “claims made”basis,and mustincludecoverageforcontractualliability.The professional liability insurance required by thisAgreementmustbeendorsedtobeapplicabletoclaimsbasedupon,arising out of orrelated toservicesperformedunderthisAgreement.The insurance must be maintained for at least 5consecutiveyearsfollowingthecompletionofConsultant’s services or the termination of thisAgreement.During this additional 5-year period,Consultant shall annually and upon request oftheCitysubmitwrittenevidenceofthiscontinuouscoverage.
(e)Subcontractors.Consultant shall include all subcontractors as insuredsunderitspoliciesorshallfurnishseparatecertificatesandcertifiedendorsementsforeachsubcontractor.All coverages for subcontractors shall include all of the requirements statedherein.
G3)Additional Insurance.Policies of such other insurance,as may be requiredintheSpecialRequirementsinExhibit“B”.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,its elected andappointedofficers,employees and agents as additional insureds and any InsurancemaintainedbyCilyoritsofficers,employees or agents may apply in excess of,and notcontributewithConsultant’s insurance.The insurer is deemed hereof to waive all rights ofsubrogationandcontributionitmayhaveagainsttheCity,its officers,employees and agents andtheirrespectiveinsurers.Moreover,the insurance policy must specify that where the primaryinsureddoesnotsatisfytheself-insured retention,any additional insured maysatisfy the self-insured retention.
All ofsaid policies of insurance shall provide that said insurance may not be amended orcancelledbytheinsureroranypartyheretowithoutprovidingthirty(30)days prior writtennoticebycertifiedmailreturnreceiptrequestedtotheCity.In the event any of said policies ofinsurancearecancelled,the Consultant shall,prior to the cancellation date,submit newevidenceofinsuranceinconformancewithSection5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant hasprovidedtheCitywithCertificatesofInsurance,additional insured endorsement forms orappropriateinsurancebindersevidencingtheaboveinsurancecoveragesandsaidCertificatesofInsuranceorbindersareapprovedbytheCity.City reserves the right to inspect complete,certified copies of and endorsements to all required insurance policies at any time.Any failure tocomplywiththereportingorotherprovisionsofthepoliciesincludingbreachesorwarrantiesshallnotaffectcoverageprovidedtoCity.
All certificates shall name the City as additional insured (providing the appropriateendorsement)and shall conform to the following “cancellation”notice:
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CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BECANCELLEDBEFORETHEEXPIRATIONDATEDTHEREOF,THE ISSUING COMPANY SHALL MAIL THIRTY(30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATEHOLDERNAMEDHEREIN.
[to be initialed]SX
Consultant Initials
City,its respective elected and appointed officers,directors,officials,employees,agentsandvolunteersaretobecoveredasadditionalinsuredsasrespects:liability arising out ofactivitiesConsultantperforms;products and completed operations of Consultant;premisesowned,occupied or used by Consultant;or any automobiles owned,leased,hired or borrowed byConsultant.The coverage shall contain no special limitations on the scope of protection affordedtoCity,and their respective elected and appointedofficers,officials,employees or volunteers.Consultant’s insurance shall apply separately to each insured against whom claim is made or suitisbrought,except with respect to the limits of the insurer’s liability.
Any deductibles or self-insured retentions must be declared to and approved by City.AttheoptionofCity,either the insurer shall reduce or eliminate such deductibles or self-insuredretentionsasrespectsCityoritsrespectiveelectedorappointedofficers,officials,employees andvolunteersortheConsultantshallprocureabondguaranteeingpaymentoflossesandrelatedinvestigations,claim administration,defense expenses and claims.The Consultant agrees that therequirementtoprovideinsuranceshallnotbeconstruedaslimitinginanywaytheextenttowhichtheConsultantmaybeheldresponsibleforthepaymentofdamagestoanypersonsorpropertyresultingfromtheConsultant’s activities or the activities of any person or persons forwhichtheConsultantisotherwiseresponsiblenorshallitlimittheConsultant’s indemnificationliabilitiesasprovidedinSection5.3.
In the event the Consultant subcontracts any portion of the work in compliance withSection4.5 of this Agreement,the contract between the Consultant and such subcontractor shallrequirethesubcontractortomaintainthesamepoliciesofinsurancethattheConsultantisrequiredtomaintainpursuanttoSection5.1,and such certificates and endorsements shall beprovidedtoCity.
5.3 Indemnification.
To the full extent permitted by law,Consultant agrees to indemnify,defend and holdharmlesstheCity,its officers,employees and agents (“Indemnified Parties”)against,and willholdandsavethemandeachofthemharmlessfrom,any and all actions,either judicial,administrative,arbitration or regulatory claims,damages to persons or property,losses,costs,penalties,obligations,errors,omissions or liabilities whether actual or threatened (herein “claimsorliabilities”)that may be asserted or claimed by any person,firm or entity arising out of or inconnectionwiththenegligentperformanceofthework,operations or activities provided hereinofConsultant,its officers,employees,agents,subcontractors,or invitees,or any individual or
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entity for which Consultant is legally liable (“indemnitors”),or arising from Consultant’s or
indemnitors’reckless or willful misconduct,or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term,provision,covenant or condition of this
Agreement,and im connection therewith:
(a)Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses,including legal costs and
attorneys’fees incurred in connection therewith;
(b)Consultant will promptly pay any judgment rendered against the City,its
officers,agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work,operations or activities of
Consultant hereunder;and Consultant agrees to save and hold the City,its officers,agents,and
employees harmless therefrom,
(c)In the event the City,its officers,agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages orotherclaims
arising out of or in connection with the negligent performance of or failure to perform the work,operation oractivities of Consultant hereunder,Consultant agrees to payto the City,its officers,agents or employees,any and all costs and expenses incurred by the City,its officers,agents oremployeesinsuchactionorproceeding,including but not limited to,legal costs and attorneys’fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore,and
failure of City to monitor compliance with these provisions shall not be a waiver hereof.This
indemnification includes claims or liabilities arising from any negligent or wrongful act,error or
omission,or reckless or willful misconduct of Consultant in the performance of professional
services hereunder.The provisions ofthis Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions,but,to the fullest extent
permitted by law,shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence,recklessness or willful misconduct ofthe design professional.The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California,rated “A”or better in the most recent edition of Best
Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a
financial category Class VII or better,unless such requirements are waived by the Risk Manager
ofthe City (“Risk Manager”)due to unique circumstances.If this Agreement continues for more
than 3 years duration,or in the event the risk manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City,the
Consultant agrees that the minimum limits ofthe insurance policies may be changed accordingly
uponreceipt of written notice from the Risk Manager.
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ARTICLE 6.RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep,and require subcontractors to keep,such ledgers,books ofaccounts,invoices,vouchers,canceled checks,reports,studies or other documents relating to thedisbursementschargedtoCityandservicesperformedhereunder(the “books and records”),asshallbenecessarytoperformtheservicesrequiredbythisAgreementandenabletheContractOfficertoevaluatetheperformanceofsuchservices.Any and all such documents shall bemaintainedinaccordancewithgenerallyacceptedaccountingprinciplesandshallbecompleteanddetailed.The Contract Officer shall have full and free access to such books and records at alltimesduringnormalbusinesshoursofCity,including the right to inspect,copy,audit and makerecordsandtranscriptsfromsuchrecords.Such records shall be maintained for a period of three(3)years following completion of the services hereunder,and the City shall have access to suchrecordsintheeventanyauditisrequired.In the event of dissolution of Consultant’s business,custody of the books and records may be given to City,and access shall be provided byConsultant's successor in interest.Notwithstanding the above,the Consultant shall fullycooperatewiththeCityinprovidingaccesstothebooksandrecordsifapublicrecordsrequestismadeanddisclosureisrequiredbylawincludingbutnotlimitedtotheCaliforniaPublicRecordsAct.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reportsconcerningtheperformanceoftheservicesrequiredbythisAgreementastheContractOfficershallrequire.Consultant hereby acknowledges that the City is greatly concerned about the costofworkandservicestobeperformedpursuanttothisAgreement.For this reason,ConsultantagreesthatifConsultantbecomesawareofanyfacts,circumstances,techniques,or events thatmayorwillmateriallyincreaseordecreasethecostoftheworkorservicescontemplatedhereinor,if Consultant is providing design services,the cost of the project being designed,ConsultantshallpromptlynotifytheContractOfficerofsaidfact,circumstance,technique or event and theestimatedincreasedordecreasedcostrelatedtheretoand,if Consultant is providing designservices,the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings,specifications,maps,designs,photographs,studies,surveys,data,notes,computer files,reports,records.documents and other materials (the “documents and materials”)prepared by Consultant,its employees,subcontractors and agents in the performance ofthisAgreementshallbethepropertyofCityandshallbedeliveredtoCityuponrequestoftheContractOfficerorupontheterminationofthisAgreement,and Consultant shall have no claimforfurtheremploymentoradditionalcompensationasaresultoftheexercisebyCityofitsfullrightsofownershipuse,reuse,or assignment of the documents and materials hereunder.Anyuse,reuse or assignment of such completed documents for other projects and/or use ofuncompleteddocumentswithoutspecificwrittenauthorizationbytheConsultantwillbeattheCity’s sole risk and without liability to Consultant,and Consultant’s guarantee and warrantiesshallnotextendtosuchuse,reuse or assignment.Consultant may retain copies of such
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documents for its own use.Consultant shall have the right to use the concepts embodied therein,All subcontractors shall provide for assignment to City of any documents or materials preparedbythem,andin the event Consultant fails to secure such assignment,Consultant shall indemnifyCityforalldamagesresultingtherefrom.Moreover,Consultant with respect to any documentsandmaterialsthatmayqualifyas“works made for hire”as defined in 17 U.S.C.$101,suchdocumentsandmaterialsareherebydeemed“works made forhire”for the C ity.
6.4 Confidentiality and Release of Information.
(a)All information gained or work product produced by Consultant inperformanceofthisAgreementshallbeconsideredconfidential,unless such informationis in thepublicdomainoralreadyknowntoConsultant.Consultant shall not release or disclose any suchinformationorworkproducttopersonsorentitiesotherthanCitywithoutpriorwrittenauthorizationfromtheContractOfficer.
(b)Consultant,its officers,employees,agents or subcontractors,shall not.without prior written authorization from the Contract Officer or unless requested by the CityAttorney,voluntarily provide documents,declarations,letters of support,testimony atdepositions,response to interrogatories or other information concerning the work performedunderthisAgreement.Response to a subpoena or court order shall not be considered “voluntary”provided Consultant gives City notice of such court order or subpoena.
(c)If Consultant,or any officer,employee,agent or subcontractor ofConsultant,provides any information or work product in violation of this Agreement,then CityshallhavetherighttoreimbursementandindemnityfromConsultantforanydamages,costs andfees,including attorneys fees,caused byorincurred as a result of Consultant’s conduct.
(d)Consultant shall promptly notify City should Consultant,its officers,employees,agents or subcontractors be served with any summons,complaint,subpoena,noticeofdeposition,request for documents,interrogatories,request for admissions or other discoveryrequest,court order or subpoena from any party regarding this Agreement and the workperformedthereunder.City retains the right,but has no obligation,to represent Consultantor bepresentatanydeposition,hearing or similar proceeding.Consultant agrees to cooperate fullywithCityandtoprovideCitywiththeopportunitytoreviewanyresponsetodiscoveryrequestsprovidedbyConsultant.However,this right to review any such response does not imply or meantherightbyCitytocontrol,direct,or rewrite said response.
ARTICLE 7.ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted,construed and governed both as to validity andtoperformanceofthepartiesinaccordancewiththelawsoftheStateofCalifornia.Legal actionsconcerninganydispute,claim or matter arising out of or in relation to this Agreement shall beinstitutedintheSuperiorCourtoftheCountyofLosAngeles,State of California,or any otherappropriatecourtinsuchcounty,and Consultant covenants and agrees to submit to the personalJurisdictionofsuchcourtintheeventofsuchaction.In the event of fitigation in a U.S.District
01007,.0001 6992211 -1[2-
Court,venue shall lie exclusively in the Central District of California,in the County of LosAngeles,State of California.
7,2 Disputes:Default,
In the event that Consultant is in default under the terms of this Agreement,the City shallnothaveanyobligationordutytocontinuecompensatingConsultantforanyworkperformedafterthedateofdefault.Instead,the City may give notice to Consultant ofthe default and thereasonsforthedefault.The notice shall include the timeframe in which Consultant may cure thedefault.This timeframe is presumptively thirty (30)days,but may be extended,though notreduced,if circumstances warrant.During the period of time that Consultant is in default,theCityshallholdallinvoicesandshall,when the default is cured,proceed with payment on theinvoices.In the alternative,the City may,in its sole discretion,elect to pay some orall of theoutstandinginvoicesduringtheperiodofdefault.If Consultant does not cure the default,theCitymaytakenecessarystepstoterminatethisAgreementunderthisArticle.Any failure on thepartoftheCitytogivenoticeoftheConsultant's default shall not be deemed to result in awaiveroftheCity’s legal rights or anyrights arising out of any provision of this Agreement.
73 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant(whether or not arising out ofthis Agreement)(i)any amounts the payment of which may be indisputehereunderorwhicharenecessarytocompensateCityforanylosses,costs,liabilities,ordamagessufferedbyCity,and (ii)all amounts for which City may be liable to third parties,byreasonofConsultant’s acts or omissions in performing or failing to perform Consultant'sobligationunderthisAgreement.In the event that any claim is made by a third party,the amountorvalidityofwhichisdisputedbyConsultant,or any indebtedness shall exist which shall appeartobethebasisforaclaimoflien,City may withhold from any payment due,without liability forinterestbecauseofsuchwithholding,an amount sufficient to cover such claim.The failure ofCitytoexercisesuchrighttodeductortowithholdshallnot,however,affect the obligations oftheConsultanttoinsure,indemnify,and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term,condition,or covenant of thisAgreementshallnotconstituteawaiverofanyotherterm,condition,or covenant.Waiverby anypartyofanybreachoftheprovisionsofthisAgreementshallnotconstituteawaiverofanyotherprovisionorawaiverofanysubsequentbreachorviolationofanyprovisionofthisAgreement.Acceptance by City of any work or services by Consultant shall not constitute a waiver of any oftheprovisionsofthisAgreement.No delay or omission in the exercise ofanyright or remedy byanon-defaulting party on any default shal!impair such right or remedy or be construed as awaiver.Any waiver by either party of any default must be in writing and shall not be a waiver ofanyotherdefaultconcerningthesameoranyotherprovisionofthisAgreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in thisAgreement,the rights and remedies of the parties are cumulative and the exercise byeither party
01007.0001 699221.1 -13-
of one or more of such rights or remedies shall not preclude the exercise by it,at the same or
different times,of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any otherrights or remedies,either party may take legal action,in laworin
equity,to cure,correct or remedy any default,to recover damages for any default,to compel
specific performance ofthis Agreement,to obtain declaratory or injunctive relief,or to obtain
any other remedy consistent with the purposes of this Agreement.Notwithstanding any contrary
provision herein,Consultant shall file a statutory claim pursuant to Government Code Sections
905 et.seq.and 910 et.seq.,in order to pursue a legal action under this Agreement.
77 Termination Prior to Expiration of Term.
This Section shall govern any termination ofthis Contract except as specifically provided
in the following Section for termination for cause.The City reserves the right to terminate this
Contract at any time,with or without cause,upon thirty (30)days’written notice to Consultant,
except that where termination is due to the fault of the Consultant,the period of notice maybe
such shorter time as may be determined by the Contract Officer.In addition,the Consultant
reserves the right to terminate this Contract at any time,with or without cause,upon sixty (60)
days’written notice to City,except that where termination is due to the fault of the City,the
period of notice may be such shorter time as the Consultant may determine.Uponreceipt of any
notice of termination,Consultant shall immediately cease all services hereunder except such as
maybe specifically approved by the Contract Officer.Except where the Consultant has initiated
termination,the Consultant shall be entitled to compensation forall services rendered prior to the
effective date ofthe notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved bythe
Contract Officer,except as provided in Section 7.3.In the event the Consultant has initiated
termination,the Consultant shall be entitled to compensation only forthe reasonable value ofthe
work product actually produced hereunder.In the event of termination without cause pursuant to
this Section,the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement,City may,after compliance with the provisions of Section 7.2,take over the work
and prosecute the same to completion by contract or otherwise,and the Consultant shall be liable
to the extent that the total cost for completion ofthe services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages),and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previouslystated.
7.9 Attorneys’Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such
01007,0001 69922 1.1 ~l4-
action or proceeding,in addition to any other relief which may be granted,whether legal orequitable,shall be entitled to reasonable attorney’s fees.Attorney’s fees shall include attomey'sfeesonanyappeal,and in addition a partyentitled to attorney's fees shall be entitled to all otherreasonablecostsforinvestigatingsuchaction,taking depositions and discovery and all othernecessarycoststhecourtallowswhichareincurredinsuchlitigation.All such fees shall bedeemedtohaveaccruedoncommencementofsuchactionandshallbeenforceablewhetherornotsuchactionisprosecutedtojudgment,
ARTICLE 8.CITY OFFICERS AND EMPLOYEES:NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee ofthe City shall be personally liable to the Consultant,or anysuccessorininterest,in the event of any default or breach by the City or for any amount whichmaybecomeduetotheConsultantortoitssuccessor,or for breach of any obligation ofthetermsofthisAgreement.
8.2 Conflict ofInterest.
Consultant covenants that neitherit,nor any officer or principal of its firm,has orshallacquireanyinterest,directlyor indirectly,which would conflict in any manner with the interestsofCityorwhichwouldinanywayhinderConsultant’s performance of services underthisAgreement.Consultant further covenants that in the performance of this Agreement,no personhavinganysuchinterestshallbeemployedbyitasanofficer,employee,agent or subcontractorwithouttheexpresswrittenconsentoftheContractOfficer.Consultant agrees to at all timesavoidconflictsofinterestortheappearanceofanyconflictsofinterestwiththeinterestsofCityintheperformanceofthisAgreement.
Noofficer or employee of the City shall have any financial interest,direct or indirect,inthisAgreementnorshallanysuchofficeroremployeeparticipateinanydecisionrelatingtotheAgreementwhichaffectsher/his financial interest or the financial interest of any corporation,partnership or association in which(s)he is,directly or indirectly,interested,in violation of anyStatestatuteorregulation.The Consultant warrants that it has not paid or given and will not payorgiveanythirdpartyanymoneyorotherconsiderationforobtainingthisAgreement.
8.3 Covenant Against Discrimination,
Consultant covenants that,by and for itself,its heirs,executors,assigns,and all personsclaimingunderorthroughthem,that there shall be no discrimination against or segregationof,any person or group of persons on account of race,color,creed,religion,sex,gender,sexualorientation,marital status,national origin,ancestry or other protected class in the performance ofthisAgreement.Consultant shall take affirmative action to insure that applicants are employedandthatemployeesaretreatedduringemploymentwithoutregardtotheirrace,color,creed,religion,sex,gender,sexual orientation,marital status,national origin,ancestry or otherprotectedclass.
11007.0001/69922 1.1 -15-
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act,8 U.S.C.A.§§1101,ef seg.,as amended,and in connectiontherewith,shall not employ unauthorized aliens as defined therein.Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement,and should anyliability or sanctions be imposed against City for such use of
unauthorized aliens,Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed,together with any and all costs,including attorneys’fees,
incurred by City.
ARTICLE 9.MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice,demand,request,document,consent,approval,or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid,first-class mail,in the case of the City,to the City
Manager and to the attention of the Contract Officer (with her/his name andCitytitle),City of
Carson,701 East Carson,Carson,California 90745 and in the case of the Consultant,to the
person(s)at the address designated on the execution page ofthis Agreement.Either party may
change its address by notifying the other party of the change of address in writing.Notice shall
be deemed communicated at the time personally delivered or in seventy-two (72)hours from the
time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts,each of which shall be deemed to be an
original,and such counterparts shal!constitute one and the same instrument.
9.4 Integration;Amendinent.
This Agreement including the attachments hereto is the entire,complete and exclusive
expression of the understanding ofthe parties.It is understood that there are no oral agreements
betweenthe parties hereto affecting this Agreement and this Agreement supersedes and cancels
anyandall previous negotiations,arrangements,agreements and understandings,if any,between
the parties,and none shall be used to interpret this Agreement.No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council.The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
O1007.GG0 169922 £4 ~[6-
9.5 Severability.
In the event that any one or more of the phrases,sentences,clauses,paragraphs,orsectionscontainedinthisAgreementshallbedeclaredinvalidorunenforceablebyavalidjudgmentordecreeofacourtofcompetentjurisdiction,such invalidity or unenforceability shallnotaffectanyoftheremainingphrases,sentences,clauses,paragraphs,or sections of thisAgreementwhichareherebydeclaredasseverableandshallbeinterpretedtocarryouttheintentofthepartieshereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydepriveseitherpartyofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.
9.6 Warranty &Representation of Non-Collusion.
Noofficial,officer,or employee of City has any financial interest,direct or indirect,inthisAgreement,nor shall any official,officer,or employee of City participate in any decisionrelatingtothisAgreementwhichmayaffecthis/her financial interest or the financial interest ofanycorporation,partnership,or association in which (s)he is directly or indirectly interested,orinviolationofanycorporation,partnership,or association in which (s)he is directly or indirectlyinterested,or in violation of any State or municipal statute or regulation.The determination of“financial interest”shall be consistent with State law and shall not include interests found to be“remote”or “non-interests”pursuant to Government Code Sections 1091 or 1091.5.Consultantwarrantsandrepresentsthatithasnotpaidorgiven,and will not pay or give,to any third partyincluding,but not limited to,any City official,officer,or employee,any money,consideration,or other thing of value as a result or consequence of obtaining or being awarded any agreement.Consultant further warrants and represents that (s)he/it has not engaged in any act(s),omission(s),or other conduct or collusion that would result in the payment of any money,consideration,or other thing of value to any third party including,but not limited to,any Cityofficial,officer,or employee,as a result of consequence of obtaining or being awarded anyagreement.Consultant is aware of and understands that any such act(s),omission(s)or otherconductresultinginsuchpaymentofmoney,consideration,or other thing of value will renderthisAgreementvoidandofnoforceoreffect.
Consultant’s Authorized Initials \o-
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (1)suchpartyisdulyorganizedandexisting,(ii)they are duly authorized to execute and deliver thisAgreementonbehalfofsaidparty,(iii)by so executing this Agreement,such party is formallyboundtotheprovisionsofthisAgreement,and (iv)the entering into this Agreement does notviolateanyprovisionofanyotherAgreementtowhichsaidpartyisbound.This Agreement shallbebindingupontheheirs,executors,administrators,successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01007.0001/699221.1 -17-
IN WITNESS WHEREOEF,the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF CARSON,a municipal corporationFeber?Mh
Li Davis-Holmes,Mayor
APPROVED AS TO momen:ALESHIRE &WYNDER,LLB,i
fy
Ce
Sunny K.Soltani,City Attorney
[rj]CONSULTANT:
JOE A.GONSALVES &SON,
a California corporation
By:Sou ff Sonalon
ame:JASN A,Coitle:COR MEATE ee JPINCATE.
4A if
By:A ho bitch
Name:Rothony D Gonsalves
Title:Preerpenr /Advocete.Address:925 L Street,Suite 250
Sacramento,CA 95814-3766
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups:1)Chairman of the Board,President or any Vice President;and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer.CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
(01007.0001/699221.1 -18-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to whichthis certificate is attached,and not the truthfulness,accuracy or validity ofthat document, STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ,2021 before me,,personally appeared ,proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies}),and that by
his/her‘their signature(s)on the instrument the person(s},or the entity upon behalf of which the person(s)acted,
executed the instrument,
T certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is
true and correct.
WITNESS myhand and official seal.
Signature:
OPTIONAL
Though the data belowis not required bylaw,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment ofthis form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)TITLE OR TYPE OF DOCUMENT
PARTNER(S)[1]LIMITED
Cc]GENERAL
ATTORNEY-IN-FACT
O
O
O
O
O
o
O
TRUSTEE(S)NUMBER OF PAGESGUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:DATE OF DOCUMENT(NAME OF PERSON(S)OR ENTITYUES))
SIGNER(S)OTHER THAN NAMED ABOVE
01 007,.0001 6892214
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ,2021 before me.,personally appcared ,proved to me on
the basis ofsatisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her'their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURYunder the laws of the State of California that the foregoing paragraph is
true and correct,
WITNESS myhand and official seal.
Signature:
OPTIONAL
Though the data belowis not required by Jaw,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment ofthis form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)TITLE OR TYPE OF DOCUMENT
PARTNER(S)[]LIMITED
fC]GENERAL
ATTORNEY-IN-FACT
O
O
O
O
O
o
o
TRUSTEE(S)NUMBER OF PAGESGUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:DATE OF DOCUMENT(NAME OF PERSON(S)OR ENTITY(UES))
SIGNER(S)OTHER THAN NAMED ABOVE
QO 1007000 16992211
IL
TH.
EXHIBIT “A”
SCOPE OF SERVICES
Consultant will perform the following Services:
Consultant shall provide City professional legislative advocacy at the State level by
working with representatives of the various branches and agencies of State Government.
Bydrawing on its experience andexpertise in the areas of government affairs,strategic
planning and coalition building,Consultant shall:
Protect City’s interest potentially affected by changing laws or regulations.
Advocate City’s interests to elected representatives,key committee members,as
needed,garnering their support and resolving concerns.
Monitor and analyze existing and proposed legislative actions throughout their
development and implementation.
Advise City on the development of legislative positions and priorities.
Represent City at regulatory meetings and/or hearings.
Support the preparation and transmissionof letters of opposition and support on
behalf of the City pertaining to legislative matters of interest to the City.
Grant notification and grant outreach on behalf ofthe City.
Annual Sacramento trip organization and planning for City elected officials and staff
with government decision makers.
Consultant will be required to meet in person or by phone with Citystaff on a monthly
basis and provide a written update on actions taken during the previous month and
upcoming issues related to City.Consultant will periodically be asked to write reports to
be submitted to elected officials,and occasionally present those reports to the City
Council during a public meeting.
As part of the Services,Consultant will prepare and deliver the following tangible
work products to the City:
A.Written updates on actions taken and upcoming issues related to City at a
frequency as agreed upon betweenthe City and Consultant.
Reports on the status of legislation.
Letters of Opposition and Support for legislation and related matters;other
relevant tasks/items/documents pursuant to Section I.
In addition to the requirements of Section 6.2,during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
01007,0001/699221.1 A-l
A,Anyoral reports requested by the Contract Officer.
B.End-of-month written reports on actions taken during the previous month,thestatusofrelevantlegislation,and upcoming issues and matters relevant or relatedtotheCity.
c,Standing conference calls with City staff.
D.Email reports to City staff.
IV.All work product is subject to review and acceptance by the City,and must berevisedbytheConsultantwithoutadditionalchargetotheCityuntilfoundsatisfactoryandacceptedbyCity.
V.Consultant will utilize the following personnel to accomplish the Services:
A.Anthony Gonsalves,Lead Strategist/Advocate
B.Jason Gonsalves,Lead Strategist/Advocate
Cc.Paul Gonsalves,Lead Strategist/Advocate
D.Stacey Scambray,Administrative Assistant
E.Sasha Land,Legislative Assistant
O1G07.0001 6992211
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (deletions shown in strikethreugh and
additions shown in bolditalics):
1.Section 3.4,“Term,”of the Agreement is hereby amended to read in its entirety as
follows:
“3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement,this Agreement
shall continue in full force and effect until completion of the services but not exceeding three one
(3+)years from the date hereof,except as otherwise provided in the Schedule of Performance
(Exhibit “D”).”
I.Section 5.1,“Insurance Coverages,”of the Agreement is hereby amended to read in
its entirety as follows:
“5.1 Insurance Coverages.
The Consultant shall procure and maintain,at its sole cost and expense,in a form and
content satisfactory to City,during the entire term of this Agreement including any extension
thereof,the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a)General Liability Insurance (Occurrence Form CG0001 or equivalent).A
policy of comprehensive general liability insurance written on a per occurrence basis for bodily
injury,personal injury and property damage.The policy of insurance shall be in an amount not
less than $1,000,000.00 per occurrence or if a general aggregate limit is used,then the general
aggregate limit shall be twice the occurrence limit.
(b)Worker’s Compensation Insurance.A policy of worker’s compensation
insurance in such amountas will fully comply with the laws of the State of California and which
shall indemnify,insure and provide legal defense for the Consultant against any loss,claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c)Automotive Insurance (Form CA 0001 (Ed 1/87)including “any auto”and
endorsement CA 0025 or equivalent).A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amountnot less than
$1,000,000.Said policy shall include coverage for owned,non-owned,leased,hired cars and any
automobile.
01007.0001/699221.2 C-1
(de)Subcontractors.Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor.All coverages for subcontractors shall includeall of the requirements stated herein.
(ee)Additional Insurance.Policies of such other insurance,as may be required
in the Special Requirements in Exhibit “B”.”
01007.0001/699221.2 C-2
I.
Il.
IV.
EXHIBIT “C”
SCHEDULE OF COMPENSATION
Consultant shall perform all tasks for a monthly retainer in the amount of $4,000 for
a total not to exceed amountof $48,000 per year for a total of $144,000 over the period
of the Agreement term.Amounts shall be drawn down from each monthly retainer
as services are performed and approved under Section 2.4 of this Agreement.
A retention of ten percent (10%)shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services,
NOT APPLICABLE
Within the budgeted amounts for each Task,and with the approval of the Contract
Officer,funds may be shifted from one Task sub-budget to another so long as the
Contract Sum is not exceeded per Section 2.1,unless Additional Services are
approved per Section 1.8.
NOT APPLICABLE
The City will compensate Consultant for the Services performed upon submission of
a valid invoice.Each invoice is to include:
A.Line itemsfor all personnel describing the work performed.
B.Line items for all materials and equipment properly charged to the Services.
C.Line items for all other approved reimbursable expenses claimed,with supporting
documentation.
D.Line items for all approved subcontractor labor,supplies,equipment,materials,and
travel properly charged to the Services.
The total compensation for the Services shall not exceed $144,000 as provided in
Section 2.1 of this Agreement.
01007.0001/699221.2 C-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I,Consultant shall perform all services timely in accordance with the following
schedule:
All tasks will be performed in accordance with the Scope of Services from the effective
date of this Agreementfor a period of three (3)years thereafter.
IL.Consultant shall deliver the following tangible work products to the City by the
following dates.
A.Written updates on actions taken and upcoming issues related to City.
B.Reports on the status of legislation.
C.Letters of Opposition and Support for legislation and related matters;other relevant
tasks/items/documents pursuant to SectionI.
Ill.The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01007.0001/699221.2 D-1