| 20250409 |
San Bernandino County |
Adelanto |
City Council |
The Duties And Obligations Imposed Under This Agreement And The Rights |
7. Fifth Amendment
9 2025 Scope of Work
86
2025
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FIFTH AMENDMENT (hereinafter, “Sixth Amendment”) to that certain agreement entitled
“Professional Services Agreement”, dated September 22, 2021 (hereinafter, “Master Agreement”),
is hereby made and entered into this 1st day of February, 2025 (hereinafter, “Effective Date”), by
and between ADELANTO PUBLIC UTILITY AUTHORITY, a municipal corporation
(hereinafter, (“APUA”) and IDEATE CALIFORNIA (hereinafter, “Consultant”). For purposes of
this sixth Amendment, the capitalized term “Parties” shall be a collective reference to both City
and Consultant. The capitalized term “Party” may refer to either City or Consultant
interchangeably, as appropriate.
RECITALS
This Sixth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide economic development consulting services; and
WHEREAS, the Master Agreement was later amended by way of a first amendment
(hereinafter “First Amendment”), and approved by the City Council of the City of Adelanto (“City
Council”) at its Regular Meeting of February 9, 2022, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a second amendment
(hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto
(“City Council”) at its Regular Meeting of October 12, 2022, to expand the general Scope of
Services, extend the Term, and to increase the compensation and limit reimbursement for
Expenses; and
WHEREAS, the Master Agreement was later amended by way of a third amendment
(hereinafter “Third Amendment”), and approved by the City Council of the City of Adelanto (“City
Council”) at its Regular Meeting of March 22, 2023, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a fourth amendment
(hereinafter “Fourth Amendment”), and approved by the City Council of the City of Adelanto
(“City Council”) at its Regular Meeting of August 9, 2023, to expand the general Scope of
Services, extend the Term, and to increase the compensation and limit reimbursement for
Expenses; and
WHEREAS, the Master Agreement was later amended by way of Fifth Amendment,
(hereinafter “Fifth Amendment”), the Master Agreement as amended by way of the First, Second,
Third and Fourth Amendment, may be referred to collectively as the “Master Agreement.” The
Master Agreement is attached and incorporated hereto as Exhibit “A”; and
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WHEREAS, for purposes of this Sixth Amendment, the Master Agreement as amended by
way of the First, Second, Third, Fourth and Fifth Amendment, may be referred to collectively as
the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit
“A”; and
WHEREAS, the Parties now wish to modify the Scope of Services, extend the Term, and
limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a
total Not-to-Exceed Sum of ONE HUNDRED THIRTY-FIVE THOUSAND DOLLARS
($135,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed
Sum”); and
WHEREAS, the Parties agree on a compensation total Not-to-Exceed Sum of ONE
HUNDRED FOURTEEN THOUSAND DOLLARS ($114,000) to cover the extended term of the
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master
Agreement is hereby amended to expand the scope of Services to include the development of an
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment
plant, and development of hydrothermal-energy plan and potential recycle water utilization plan
for power generation.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to
extend the Term of the Agreement for an additional one (1) year commencing as of February 1,
2025, through February 1, 2026.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby
amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all
Services rendered under this Agreement at the rates set forth in Exhibit “B” which is attached and
incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of
Seven Thousand Five Hundred Dollars ($7,500) (hereinafter “Monthly Not-to-Exceed”) for a total
not-to-exceed compensation of One hundred Fourteen Thousand Dollars ($114,000) (hereinafter
“Total Compensation”).
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master
Agreement is hereby amended in its entirety to read as follows”
Consultant shall not receive reimbursement for any travel expenses unless prior written
authorization is provided by City Manager. Reimbursement for any travel expenses shall
not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Sixth Amendment, the Master
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Agreement as previously amended by way of the First, Second, Third, Fourth and Fifth
Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the
Master Agreement notwithstanding, this Amendment together with the Master Agreement and the
First, Second, Third, Fourth, and Fifth Amendment shall constitute the entire, complete, final, and
exclusive expression of the Parties with respect to the matters addressed in both documents. In
the event of a conflict or inconsistency between the provisions of this Fifth Amendment, including
any and all attachments to this Fifth Amendment and the provisions of the Master Agreement or
the First, Second, Third, Fourth and Fifth Amendment, the provisions of the Sixth Amendment
shall govern and control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Sixth Amendment shall be deemed a part of the
Master Agreement as previously amended by way of the First, Second, Third, Fourth , and Fifth
Amendment and except, as otherwise provided under this Fifth Amendment, the Master
Agreement as previously amended by way of the First, Second, Third and Fourth Amendment, and
all provisions contained therein shall remain binding and enforceable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed
on the day and year first appearing above.
CITY: CONSULTANT:
ADELANTO PUBLIC UTILITY AUTHORITY IDEATE CALIFORNIA, LLC
By: __________________________________ By: _______________________
Jessie Flores, Executive Director Jose Atilio Hernandez, CEO
Date: Date: _________________
ATTEST:
By: __________________________________
Brenda Lopez, City Clerk
Date:
APPROVED AS TO FORM:
By: __________________________________
Todd Litfin, City Attorney
Date:
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EXHIBIT “A”
MASTER AGREEMENT
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CITY OF ADELANTO
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 22th day of September, 2021, by and between the
City of Adelanto, a municipal corporation, organiz'ed under the laws of the State of California, with its
principal place of business at 11600 Air Expressway, Adelanto, CA 92301 ("City") and IDEATE California
an S-Corporation, with its principal place of business at 315 W. 9th Street, Suite 700, Los Angeles, CA
90015("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional
economic development consulting services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing professional economic development
services, and is familiar with the plans of the City.
2.2 Project.
City desires to engage Consultant to render such professional economic development consulting
services for the communications by the City with residents and the public ("Project") as set forth in this
Agreement.
3. TF.RMS.
3.1 Scope of Services and Term.
3.1.1 GeneraJ Scope of Servi.ces. Consultant promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and
adequately supply the professional public affairs and creative communication support services necessary
for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto
and incorporated herein by reference. All Services shall be subject to, and perfonned in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 1, 2021 to March 31.
2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term
of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 lndependent Contractor; Control and Payment of Subordinates. The Services shall
be performed by Consultant or under its supervision. Consultant will determine the means, methods and
details of performing the Services subject to the requirements of this Agreement. City retains Consultant
on an independent contractor basis and not as an employee. Consultant retains the right to perform similar
or different services for others during the term of this Agreement. Any additional personnel performing
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the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at
all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials,
officers, directors, employees or agents shall have control over the conduct of Consultant or any of
Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all
wages, salaries, and other amounts due such personnel in connection with their performance of Services
under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Conformance to Applicable Requirements. All work prepared by Consultant shall
be subject to the approval of City.
3.2.3 Substitution of Key Personnel. Consultant has represented to City that certain key
personnel will perform and coordinate the Services under this Agreement. Should one or more of such
personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon
written approval of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the
City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement is as follows: Mr. Jose Atilio
Hernandez.
3.2.4 City's Representative. The City hereby designates Jessie Flores, City Manager, or
his/her designce, to act as its representative in all matters pertaining to the administration and performance
of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of
the City for review and approval of all products submitted by Consultant bul not the authority to enlarge
the Scope of Work or change the total compensation due to Consultant under this Agreement. The City
Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge
the Scope of Work or change the Consultant's total compensation subject to the provisions contained in
Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than
lhe City Manager, City's Representative or his/her designec.
3.2.5 Consultant's Representative. Consultant hereby designates Mr. Jose Atilio
Hernandez, CEO, or his/her designee, to act as its representative for the performance of this Agreement
("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act
on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all
means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions
of the Services under this Agreement.
3.2.6 Coordination of Services. Consultant agrees to work closely with City staff in the
performance of Services and shall be available lo City's staff, consultants and other staff at all reasonable
times.
3.2.7 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards generally
recognized as being employed by professionals in the same discipline in the State of California. Consultant
represents and maintains that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to
perform the Services assigned to them. Finally, Consultant represents that it, its employees and
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subconsultants have all licenses, permits, qualifications and approvals of whatever nature that arc legally
required to perform the Services, and that such licenses and approvals shall be maintained throughout the
term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of
care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the
City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services in a
manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not
be re-employed to perform any of the Services or to work on the Project.
3.2.8 Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices
required by law. Consultant shall be liable for all violations of such laws and regulations in connection
with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and
regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising
out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9 Insurance.
3.2.9.1 Time for Compliance. Consultant shall not commence work under this
Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required
under this section. In addition, Consultant shall not allow any subconsultant to commence work on any
subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all
insurance required under this section.
3.2.9.2 Types of Insurance Required. As a condition precedent to the
effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity
provisions of the Agreement, the Consultant, in partial performance of its obligations under such
Agreement, shall procure and maintain in full force and effect during the term of the Agreement the
following policies of insurance. If the existing policies do not meet the insurance requirements set forth
herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability
Insurance which affords coverage at least as broad as Insurance Senrices Office "occurrence" form CG
0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than
$2,000,000 in the general aggregate. Defense costs shall be paid inside the limits. The policy shall contain
no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for
claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s)
contrary to the terms or purposes of this Agreement.
(B) Workers' Compensation/Employer's Liability: Workers'
Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a
limit of not less than $1,000,000 per accident for bodily injury and disease. If Consultant has no employees
or agents, Consultant shall not be required to maintain Workers' Compensation Insurance. However, in the
event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain
and maintain Workers' Compensation/Employer's Liability Insurance in accordance with this section.
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(C) Professional Liability (Errors & Omissions) Professional Liability
insurance or Errors & Omissions insurance appropriate to Consultant's profession with limits of not less
than $1,000,000. Covered professional services shall specifically include all work to be performed under
the Agreement and delete any exclusions that may potentially affect the work to be performed (for example,
any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis,
soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the
effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting
period will be exercised for a period of at least three (3) years from termination or expiration of this
Agreement.
3.2.9.3 Insurance Endorsements. Required insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by the City to add the
following provisions to the insurance policies:
(A) Workers' Compensation:
(1) Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon
the City except ten ( 10) days shall be allowed for non-payment of premium.
(2) Waiver of Subrogation: A waiver of subrogation stating
that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents,
and volunteers.
(B) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon
the City except ten ( 10) days shall be allowed for non-payment of premium.
(2) Contractual Liability Exclusion Deleted: This insurance
shall include contractual liability applicable Lothis Agreement. The policy must "pay on behalf of' the
insured and include a provision establishing the insurer's duty to defend.
3.2.9.4 Primary and Non-Contributing Insurance. All policies of Commercial
General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible,
or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not
contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.9.5 Waiver of Subrogation. All policies of Commercial General Liability and
Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others
providing insurance evidence in compliance with these specifications to waive their right of recovery prior
to a loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said
Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer. Consultant shall require similar written express waivers and insurance
clauses from each of its subconsultants.
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3.2.9.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured
retention must be approved in writing by the City and shall protect the City, its officials, officers,
employees, agents, and volunteers in the same manner and to the same extent as they would have been
protected had the policy or policies not contained a deductible or self-insured retention.
3.2.9.7 Evidence of Insurance. The Consultant, concurrently with the execution
of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified
copies of the required policies, or original certificates on forms approved by the City, together with all
endorsements affecting each policy. Required insurance policies shall not be in compliance if they include
any limiting provision or endorsement that has not been submitted to the City for approval. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.
If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required
coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or companies.
3.2.9.8 Failure to Maintain Coverage. In the event any policy of insurance
required under this Agreement does not comply with these specifications or is canceled and not replaced
immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or
City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement effective upon notice.
3.2.9.9 Acceptability of lnsurers. Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of
insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers
under applicable provisions of the California Insurance Code or any federal law.
3.2. 9.10 Enforcement of Agreement Provisions (non estoppel},. Consultant
acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-
compliance with any requirement imposes no additional obligation on the City nor does it waive any rights
hereunder.
3.2.9.11 Requirements Not Limiting. Requirement of specific coverage or
minimum limits contained herein arc not intended as a limitation on coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits
than the minimums contained herein, the City requires and shall be entitled to coverage for the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
3.2. 9.12 Claims Made Policies. If any of the required policies provide coverage
on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the
effective date of the Agreement or the beginning of work under this Agreement.
(B) Such insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of all services under this Agreement.
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(C) lf coverage is canceled or non-renewed, and not replaced with
another claims-made policy fonn with a Retroactive Date prior to the effective date of the Agreement, the
Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion
of all services under this Agreement.
3.2.9.13 Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other
special circumstances.
3.2.9.14 Insurance for Subconsultants. Consultant shall include all subconsultants
engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's
policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate
insurance in compliance with the terms of these Insurance Requirements, including adding the City, its
officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies.
All policies of Commercial General Liability insurance provided by Consultant's subconsultants
performing work relating to this Agreement shall be endorsed to name the City, its officials, officers,
employees, agents and volunteers as additional insureds using endorsement form lSO CG 20 38 04 13 or
an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence
work on any subcontract relating to this Agreement until it has received satisfactory evidence of
subconsultant's compliance with all insurance requirements under this Agreement, to the extent applicable.
The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all
necessary precautions for the safety of employees appropriate to the nature of the work and the conditions
under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not
be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in
accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection
ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.10.1 Standard of Care. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the work assigned to them without
impacting water quality in violation of the laws, regulations and policies described in Section 3.2.12.2 of
this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive
adequate training, as determined by the City, regarding these requirements as they may relate to the
Services.
3.3 Fees and Payments.
3.3. l Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B"attached
hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand
dollars ($30,000.00) without written approval of the City Council or City Manager as applicable. Extra
Work may be authorized, as described below, and if authorized, wi 11be compensated at the rates and manner
set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice
which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe
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the amount of Services provided since the initial commencement date, or since the start of the subsequent
billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such
invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes
any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt
of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.
3.3.4 Extra Work At any time during the term of this Agreement, City may request that
Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by
City to be necessary for the proper completion of the Project, but which the Parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section
3.1.2, the rate set forth in Exhibit "B" may be adjusted each year at the time of renewal as set forth in
Exhibit "B".
3.4 California Labor Code Provisions.
3.4.1 Prevai Iing Wage Law. Consultant is a ware of the requirements of Cali fomia Labor
Code Section 1720, et .film-,and 1770, et~-, as well as California Code of Regulations, Title 8, Section
16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. Tfthe Services are being
performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing
Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comp 1y with such
Prevailing Wage Laws. Consultant shall obtain a copy of the prevailing rates of per diem wages in effect
at the commencement of this Agreement from the website of the Division of Labor Statistics and Research
of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant
may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the
prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant's principal place
of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials,
officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. If the services are being performed as part of an applicable "public
works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant
and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall
maintain registration for the duration of the project and require the same of any subconsultants. This project
may also be subjecl to compliance monitoring and enforcement by the Department of Industrial Relations.
It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance
requirements.
3.5 Accounting Records.
3.5. l Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City during normal business hours to
examine, audit, and make transcripts or copies of such records and any other documents created pursuant
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to this Agreement. Consultant shall al low inspection of all work, data, documents, proceedings, and
activities related to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.6 General Provisions.
3.6. l Termination of Agreement.
3 .6.1.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving written notice
to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before
the effective date of such termination. Upon termination, Consultant shall be compensated only for those
services which have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services under this
Agreement. Consultant shall be required to provide such document and other information within fifteen
(15) days of the request.
3 .6.1.3 Additional Services. ln the event this Agreement is terminated in whole
or in part as provided herein, City may procure, upon such terms and in such manner as it may determine
appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant: Jose Atilio Hernandez
315 W. 9th Street, Suite 700
Los Angeles, CA 9001 5
City: City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after
deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method
of service.
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3.6.2 Ownership of Materials and Confidentiality.
3.6.2.1 Documents & Data: Licensing of Intellectual Property. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherv.rise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents
& Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive
and perpetual license for any Documents & Data the subconsultant prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data which were
prepared by design professionals other than Consultant or provided to Consultant by the City. City shall
not be limited in any way in its use of the Documents & Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the performance of this
Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written
consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the performance of the Services
or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally
known, or has become known, to the related industry shall be deemed confidential. Consultant shall not
use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing
Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines
that the release of the Proprietary Information is required by the California Public Records Act or other
applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall
notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working
days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's
release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its
officers, directors, employees, and agents from and against all liability, loss, cost or expense (including
attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City
shall not release the Proprietary Information aft.er receipt of the Objection Notice unless either: (1)
Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless
from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court
of competent jurisdiction requires that City release such information.
3.6.3 Cooperation: Further Acts. The Parties shal\ fully cooperate with one another, and
shall take any additional acts or sign any additional documents as may be necessary, appropriate or
convenient to attain the purposes of this Agreement.
3 .6.4 Attorney's Fees. If either party commences an action against the other party, either
legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party
in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and
all other costs of such action.
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3.6.5 Indemnification.
3.6.S.l Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees,
agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions,
proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of
any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any
manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful
misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in
connection with the performance of the Consultant's services, the Project or this Agreement, including
without limitation the payment of all consequential damages, expert witness tees and attorneys' fees and
other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil
Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by
law, Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and
risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5 .1 that
may be brought or instituted against City or its directors, officials, officers, employees, volunteers and
agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City
or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action
or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its
directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other
proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert
witness fees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or
volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or
volunteers.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in San Bernardino County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and
assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer,
either directly or by operation oflaw, this Agreement or any interest herein without the prior written consent
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101
of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees
shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction: References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time,
days or period for performance shall be deemed calendar days and not work days. All references to
Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers, employees, agents,
and volunteers except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs arc for convenience and ease of reference only, and do not define, limit, augment, or describe
the scope, content, or intent of this Agreement.
3.6.13 Amendment: Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service
voluntarily given or performed by a Party shall give the other Party any contractual rights by custom,
estoppel, or otherwise.
3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
3.6.16 Invalidity: Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay
any company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the
award or making of this Agreement. For breach or violation of this warranty, City shall have the right to
rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or
obtain any present or anticipated material benefit arising therefrom.
3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-
discrimination shall include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also
comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware
of the provisions of Section 3700 of the California Labor Code which require every employer to be insured
against liability for Worker's Compensation or to undertake self-insurance in accordance with the
provisions of that Code, and agrees to comply with such provisions before commencing the performance
of the Services.
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3.6.20 Authority Lo Enter Agreement. Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to make this
Agreement and bind each respective Party.
3 .6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work
required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this
Agreement.
CITY OF ADELANTO IDEATE CALIFORNIA
By:
President
ATTEST:
By:
renda T,opez
City Clerk
APPROVED AS TO FORM:
By:
Marc Tran
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:
IDEATE shall work with the City of Adelanto to I) increase the City's energy capacity, 2) work to
expand the City's Energy Infrastructure, and 3) expand economic development opportunities for the city.
Specifically, IDEATE shall:
Increase Energy Capacity
Identify existing load capacity issues and load growth need
o Provide written recommendations to the City
o As necessary, present recommendations to City Council/Mayor
Work with So Cal Edison and Edison International to increase available electricity for the City
and its residential and commercial customers.
o Connect with Statewide and Local Edison Representatives
o Connect with Statewide and Local decision-makers
Identify alternate strategies to increase load and as necessary engage in most cost effective
strategies
o Community Choice Aggregation
Providers- Lancaster
o Imperial Irrigation District
o Nevada Energy
o Direct Access
o Micro-Grids
Expand Energy Infrastructure
Identify long term opportunities for the City
o Municipalization
o Irrigation District
o Micro-Grids/Virtual Power Plan
Develop implementation plans
o Local Campaign
o Statewide Legislation
o MicroGrid RFP
Economic Development
Work with the City management to continue to identify economic opportunities, included but not
limited to
o Broadband
o Workforce Investment
o CDPI Expansion/Community Development Centers
o General Business Development
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EXHIBIT "B"
COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($30,000.00)
IDEATE respectfully requests $30,000 from September 16, 2021 to January 15, 2021. IDEATE shall
adjust its $650/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month.
IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $7000 a month
beginning October 15th. $2000 shall be due upon execution of this agreement.
106
FIRST AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT
THIS FIRST AMENDMENT (hereinafter, "First Amendment") to that "Professional
Consultant Services Agreement" dated September 22, 2021 (hereinafter, the "Master Agreement")
by and between CITY OF ADELANTO, a California municipal corporation (hereinafter, "City")
and IDEATE, a California S-Corporation (hereinafter, "Consultant"), is hereby made and entered
into this 9 1 day of February 2022 ("Effective Date"). For purposes of this First Amendment, the
capitalized term "Parties" shall be a collective reference to both City and Consultant. The term
"Party" may refer to either City or Consultant, interchangeably as appropriate.
RECITALS
This FIRST AMENDMENT is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide professional economic development consulting services
according to the terms and condition set forth in the Master Agreement terminating on January 15,
2022; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A"
and amended by way of this First Amendment, and
WHEREAS, the Parties further wish to amend the Master Agreement to expand the
General Scope of Services, extend the term, and increase compensation and limit reimbursement
for Expenses.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Recitals. The preceding recitals are hereby incorporated herein by this reference
and are expressly made as covenants of this Agreement. The foregoing recitals are
true and correct.
2. General Scope of Services. The Parties hereby amend Section 3.1.1 of the Master
Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as
follows:
The General Scope of Services of this Agreement shall be expanded by the First
Amendment to the Master Agreement to include the development of an Energy
Master Plan, maintenance and expansion of the infrastructure including a water
treatment plant, and develop an Urban Forestry Master Plan.
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Therefore, the Master Agreement shall read in its entirety as follows:
Consultant promises and agrees to furnish to the City all labor, materials, tools,
equipment, services, and incidental and customary work necessary to fully and
adequately supply the professional public affairs and creative communication
support services necessary for the Project ("Services"). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and
all applicable local, state and federal laws, rules and regulations.
The General Scope of Services of this Agreement shall be expanded by the First
Amendment to the Master Agreement to include the development of an Energy
Master Plan, maintenance and expansion of the infrastructure including a water
treatment plant, and develop an Urban Forestry Master Plan.
3. Term. The Parties hereby amend Section 3.1.2 of the Master Agreement to read
as follows:
The First Amendment shall add the following paragraph number two to read as
follows:
The term of this Agreement shall be extended six (6) months by the First
Amendment to the Master Agreement and shall commence on January 16, 2022 to
July 16, 2022, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
Therefore, the Master Agreement shall read in its entirety as follows:
The term of this Agreement shall be from October 1, 2021 to March 31, 2022,
unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
The term of this Agreement shall be extended six (6) months by the First
Amendment to the Master Agreement and shall commence on January 16, 2022 to
July 16, 2022, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
4. Compensation. The Parties hereby amend Section 3.3.1 of the Master Agreement
to read as follows:
The First Amendment shall add the following paragraph number two to read as
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follows:
Consultant shall receive compensation, excluding authorized reimbursements, for
all Services performed under this Agreement at the same hourly rate of two hundred
fifty ($250)/hour and not-to-exceed thirty (30) hours a month. Services performed
at an hourly rate will count towards the monthly not-to-exceed amount. The
monthly not-to-exceed amount will increase from Seven thousand dollars ($7,000)
to Seventy-five hundred dollars ($7,500). The total compensation not-to-exceed
amount shall increase from Thirty thousand dollars ($30,000) to Forty-five
thousand dollars ($45,000) without the written approval of the City Council or City
Manager as applicable. Extra work may be authorized, as described in the Master
Agreement, and if authorized, will be compensated at the rates and manner set forth
in the Master Agreement.
Therefore, the Master Agreement shall read in its entirety as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for
all Services rendered under this Agreement at rates set forth in Exhibit "B" attached
hereto and incorporated by reference. The total compensation shall not exceed
Thirty thousand dollars ($30,000) without written approval of the City Council or
City Manager as applicable. Extra work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
Consultant shall receive compensation, excluding authorized reimbursements, for
all Services performed under this Agreement at the same hourly rate of two hundred
fifty ($250)/hour and not-to-exceed thirty (30) hours a month. Services performed
at an hourly rate will count towards the monthly not-to-exceed amount. The
monthly not-to-exceed amount will increase from Seven thousand dollars ($7,000)
to Seventy-five hundred dollars ($7,500). The total compensation not-to-exceed
amount shall increase from Thirty thousand dollars ($30,000) to Forty-five
thousand dollars ($45,000) without the written approval of the City Council or City
Manager as applicable. Extra work may be authorized, as described in the Master
Agreement, and if authorized, will be compensated at the rates and manner set forth
in the Master Agreement.
5. Reimbursement. The Parties hereby amend Section 3.3.3 of the Master
Agreement to read as follows:
The First Amendment shall add the following paragraph number two to read as
follows:
Consultant shall not receive reimbursement for any travel and expenses unless prior
written authorization is provided by City Manager and the amount shall not exceed
One Thousand dollars ($1,000) a month.
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Therefore, the Master Agreement shall read in its entirety as follows:
Consultant shall not be reimbursed for any expenses unless authorized in writing
by City, or included in Exhibit "B" of this Agreement.
Consultant shall not receive reimbursement for any travel and expenses unless prior
written authorization is provided by City Manager and the amount shall not exceed
One Thousand dollars ($1,000) a month.
6. Entire Agreement. The Master Agreement, together with this First Amendment,
embodies the entire understanding between Consultant and City with respect to its
subject matter and can be changed only by an instrument in writing signed by
Consultant and City.
7. Effect of Amendment. The term "Agreement" when used in this First Amendment
or the Master Agreement shall mean the Master Agreement as amended, modified,
and supplemented by this First Amendment unless the context would require
otherwise. Except to the extent the Master Agreement is modified by this First
Amendment, the remaining terms and conditions of the Master Agreement shall
remain unmodified and in full force and effect. In the event of conflict, between the
terms and conditions of the Master Agreement and the terms and conditions of this
First Amendment, the terms and conditions of this First Amendment shall prevail
and control.
[SIGNATURES ON FOLLOWING PAGE]
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110
IN WTINESS WHEREOF, this First Amendment has been executed as of the day and year
first set forth above.
CITY OF ADELANTO: IDEATE California:
c - By:
By: --.
Jessie Flores, City Manager andez, President
February 9,2022 Date: 3 '8 '2022
Date:
ATTEST:
Brenda Lopez
City Clerk
Date: February 9,2022
APPROVED AS TO FORM:
l\f\.
Marc Tran, City Attorney
Olivarez Madruga Lemieux O'Neill
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111
EXHIBIT "A"
MASTER AGREEMENT
-6-
112
EXHIBIT "B"
Curriculum Vitae and Overview
-7.
113
2022
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement
entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master
th
Agreement"), is hereby made and entered into this 12 day of October, 2022 (hereinafter,
"Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter,
"City") and IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Second
Amendment, the capitalized term "Parties" shall be a collective reference to both City and
Consultant. The capitalized term "Party" may refer to either City or Consultant interchangeably,
as appropriate.
RECITALS
This Second Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide economic development consulting services; and
WHEREAS, the Master Agreement was later amended by way of a first amendment
(hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City
Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, for purposes of this Second Amendment, the Master Agreement as amended
by way of the First Amendment, may be referred to collectively as the "Master Agreement." The
Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the Parties now wish to further modify the Scope of Services, extend the
Term, and further limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a
total Not-to-Exceed Sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) for all work
contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and
WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of SEVENTY-FIVE
THOUSAND DOLLARS ($75,000) by THIRTY THOUSAND DOLLARS ($30,000), for a new
total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) to
cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master
Agreement is hereby amended to expand the scope of Services to include the development of an
114
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment
plant, and development of an Urban Forestry Master Plan.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to
extend the Term of the Agreement for an additional six (6) months commencing as of July 17,
2022 through January 16, 2023.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby
amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all
Services rendered under this Agreement at the rates set forth in Exhibit "B" which is
attached and incorporated hereto. The total compensation shall not exceed a monthly not-
to-exceed amount of Five Thousand Dollars ($5,000) (hereinafter "Monthly Not-to-
Exceed") for a total not-to-exceed compensation of One Hundred Five Thousand Dollars
($105,000) (hereinafter "Total Compensation").
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master
Agreement is hereby amended in its entirety to read as follows"
Consultant shall not receive reimbursement for any travel expenses unless prior written
authorization is provided by City Manager. Reimbursement for any travel expenses shall
not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Second Amendment, the Master
Agreement as previously amended by way of the First Amendment shall remain binding,
controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding,
this Second Amendment together with the Master Agreement and the First Amendment, shall
constitute the entire, complete, final, and exclusive expression of the Parties with respect to the
matters addressed in both documents. In the event of a conflict or inconsistency between the
provisions of this Second Amendment, including any and all attachments to this Second
Amendment and the provisions of the Master Agreement or the First Amendment, the provisions
of the Second Amendment shall govern and control but only to the extent of the conflict and no
further.
SECTION 6. The provisions of this Second Amendment shall be deemed a part of the
Master Agreement as previously amended by way of the First Amendment and except, as
otherwise provided under this Second Amendment, the Master Agreement as previously amended
by way of the First Amendment, and all provisions contained therein shall remain binding and
enforceable.
[SIGNATURES ON NEXT PAGE]
2
115
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed
on the day and year first appearing above.
CITY: CONSULTANT:
CITY OF ADELANTO IDEATE CALIFORNIA, LLC
By: By:
Jessie Flores, City Manager
Name:
Date: 10/13/2022
Title:
Date:
APPROVED AS TO FORM:
By: IS
Marc Tran, City Attorney
Date: October 17, 2022
3
116
EXHIBIT "A"
MASTER AGREEMENT
4
117
2023
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS THIRD AMENDMENT (hereinafter, "Third Amendment") to that certain agreement
entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master
Agreement"), is hereby made and entered into this 22 day of March, 2023 (hereinafter, "Effective
Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and
IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Third Amendment, the
capitalized term "Parties" shall be a collective reference to both City and Consultant The
capitalized term "Party" may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Third Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide economic development consulting services; and
WHEREAS, the Master Agreement was later amended by way of a first amendment
(hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City
Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a second amendment
(hereinafter "Second Amendment"), and approved by the City Council of the City of Adelanto
("City Council") at its Regular Meeting of October 12, 2022, to expand the general Scope of
Services, extend the Term, and to increase the compensation and limit reimbursement for
Expenses; and
WHEREAS, for purposes of this Third Amendment, the Master Agreement as amended by
way of the First and Second Amendment, may be referred to collectively as the "Master
Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the Parties now wish to further extend the Term and further increase the
compensation; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a
total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) for all
work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and
WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED
FIVE THOUSAND DOLLARS ($105,000) by THIRTY THOUSAND DOLLARS ($30,000), for
a new total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS
($135,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
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other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.2 (TERM) of the Master Agreement is further amended to
as of January 17,
extend the Term of the Agreement for an additional six (6) months commencing
2023 through July 16, 2023.
SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby
amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all
Services rendered under this Agreement at the rates set forth in Exhibit "B" which is
attached and incorporated hereto. The total compensation shall not exceed a monthly not-
to-exceed amount of Five Thousand Dollars ($5,000) (hereinafter "Monthly Not-to-
Exceed") for a total not-to-exceed compensation of One Hundred Thirty-Five Thousand
Dollars ($135,000) (hereinafter "Total Compensation").
SECTION 3. Except as otherwise set forth in this Third Amendment, the Master
Agreement as previously amended by way of the First and Second Amendment shall remain
binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement
notwithstanding, this Third Amendment together with the Master Agreement and the First and
Second Amendment, shall constitute the entire, complete, final, and exclusive expression of the
Parties with respect to the matters addressed in both documents. In the event of a conflict or
inconsistency between the provisions of this Third Amendment, including any and all attachments
to this Third Amendment and the provisions of the Master Agreement or the First and Second
Amendment, the provisions of the Third Amendment shall govern and control but only to the
extent of the conflict and no further.
SECTION 4. The provisions of this Third Amendment shall be deemed a part of the
Master Agreement as previously amended by way of the First and Second Amendment and except,
as otherwise provided under this Third Amendment, the Master Agreement as previously amended
by way of the First and Second Amendment, and all provisions contained therein shall remain
binding and enforceable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed
on the day and year first appearing above.
CITY: CONSULTANT:
CITY OF ADELANTO IDEATE CALIFORNIA, LLC
.m.-- ".+.=..........
By: By:
Name: Jose Hernandez
Date:
Title: CEO and Founder
Date: 03/23/2023
APPROVED AS TO FORM:
By:
Marc Tran, City Attorney
Date: March 28, 2022
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EXHIBIT "A"
MASTER AGREEMENT
4
121
2023
FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FOURTH AMENDMENT (hereinafter, "Fourth Amendment") to that certain agreement
entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master
Agreement"), is hereby made and entered into this 26th day of July, 2023 (hereinafter, "Effective
Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and
IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Fourth Amendment, the
capitalized term "Parties" shall be a collective reference to both City and Consultant. The
capitalized term "Party" may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Fourth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide economic development consulting services; and
WHEREAS, the Master Agreement was later amended by way of a first amendment
(hereinafter "First Amendment"), and approved by the City Council of the City of Adelanto ("City
Council") at its Regular Meeting of February 9, 2022, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by Way of a second amendment (hereinafter
"Second Amendment"), and approved by the City Council of the City of Adelanto ("City Council")
at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the
Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a third amendment (hereinafter
"Third Amendment"), and approved by the City Council of the City of Adelanto ("City Council")
at its Regular Meeting of March 22, 2023, to expand the general Scope of Services, extend the
Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, for purposes of this Fourth Amendment, the Master Agreement as amended
by way of the First, Second and Third Amendment, may be referred to collectively as the "Master
Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the Parties now wish to further modify the Scope of Services, extend the
Term, and further limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a
total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS
($135,000) for all work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed
Sum"); and
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WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED
THIRTY FIVE THOUSAND DOLLARS ($135,000) by NINETY THOUSAND DOLLARS
($90,000), for a new total Not-to-Exceed Sum of TWO HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($225,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master
Agreement is hereby amended to expand the scope of Services to include the development of an
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment
plant, and development of an Urban Forestry Master Plan.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to
extend the Term of the Agreement for an additional twelve (12) months commencing as of July
17, 2023 through July 16, 2024.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby
amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all
Services rendered under this Agreement at the rates set forth in Exhibit "B" which is attached and
incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of
Seven Thousand Five Hundred Dollars ($7,500) (hereinafter "Monthly Not-to-Exceed") for a total
not-to-exceed compensation of Two Hundred Twenty Five Thousand Dollars ($225,000)
(hereinafter "Total Compensation").
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master
Agreement is hereby amended in its entirety to read as follows"
Consultant shall not receive reimbursement for any travel expenses unless prior written
authorization is provided by City Manager. Reimbursement for any travel expenses shall
not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).
SECTION 5. Except , as otherwise set forth in this Fourth Amendment, the Master
Agreement as previously amended by way of the First, Second and Third Amendment shall remain
binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement
notwithstanding, this Second Amendment together with the Master Agreement and the First,
Second and Third Amendment, shall constitute the entire, complete, final, and exclusive
expression of the Parties with respect to the matters addressed in both documents. In the event of
a conflict or inconsistency between the provisions of this Fourth Amendment, including any and
all attachments to this Fourth Amendment and the provisions of the Master Agreement or the First,
Second and Third Amendment, the provisions of the Fourth Amendment shall govern and control
but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Fourth Amendment shall be deemed a part of the
Master Agreement as previously amended by way of the First, Second and Third Amendment and
except, as otherwise provided under this Fourth Amendment, the Master Agreement as previously
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123
amended by way of the First, Second and Third Amendment, and all provisions contained therein
shall remain binding and enforceable.
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IN WITNESS WHEREOF, theTardes hereto have caused this Fourth Amendment to be executed
on the day and year first appearing above.
CITY: CONSULTANT:
CITY OF ADELAINTO IDEATE CALIFORNIA, LLC
By:
Jessie lores, City anager
Name:
1-0
Title:Cg-0
Date:
fig i?
APPROVED AS TO FORM:
By: 41:112./11-
Todd titan, it Attorney
Date: c1/1 3/23
4
125
• elk -Tar!"
eryr:
Transforming Ideas into Policy and Political Action
August 1, 2023
To . Jessie Flores, City Manager, City of Adelanto
Angel Castellanos, Director of Finance, City of Adelanto
Fr: Jose Atilio Hernandez, Founder/CEO IDEATE California
Lizette Solorzano, Executive Manager, IDEATE California
Re: Scope of Work- 2023/24
The purp6se of this memo is to describe the proposed scope of work IDEATE seeks to perform
for the City of Adelanto.
Scope of Work
IDEATE shall work with the City of Adelanto to 1) secure the long term viability of the Adelanto
Public Utility Authority (APUA), 2) increase APUA's ability to provide for the expanding
Infrastructure of the City of Adelanto, 3) maximize APUA's ability to provide timely
electrification for projects, 4) mitigate against issues impacting APUA, the City, and
development (Joshua Trees), 5) and develop recommendations to secure additional state wide
resources for APUA and the city of Adelanto. Specifically, IDEATE shall:
Expanding Adelanto Public Utility Authority
- In coordination with Adelanto leadership, work to ensure APUA can
o Meet wastewater regulatory requirements
o Transition to producing hydrogen/excess power
o Position the department to address timely electrification needs
Ensuring for Adequate and Timely Energy Supply
Include APUA in monthly coordination with Southern California Edison to ensure city
approved projects are prioritized
o Continue to work with the City and Edison to Identify existing load capacity
Issues and load growth need
Position APUA to assess electric needs in the city
o Address immediate needs
o Provide for short term needs
o Ensure for future development
• Work with So Cal Edison and Edison International to increase long term
needs for the City and its residential, commercial, and industrial
customers.
• Connect with Statewide and Local Edison Representatives
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* Connect with Statewide and Local decision-makers
- Continue to Identify alternate strategies to increase load and as necessary engage in
most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
o Hydrogen fuel grants
• Local/federal
o Climate Change Funding
Economic Development
Work with the City management to continue to identify economic opportunities,
included but not limited to
o Brightline West
o Broadband
o Workforce Investment
o CDFI Expansion/Community Development Centers
o General Business Development
Fees and Payment
IDEATE respectfully requests $90,000 from August 1, 2023 to July 31, 2024. IDEATE shall adjust
Its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month.
IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $7500 a
month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed
upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000
monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise
as to the status and progress of the work. IDEATE shall set up weekly check-ins with the City
Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this
Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not
be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or
joint venturer of the City. of Adelanto and neither party shall have the authority to bind the other in
any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be
responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by
the City of Adelanto under this Engagement Memo, and will perform each and every other act
necessary to or required in the conduct of its business. In addition, IDEATE must comply with all
127
laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE
hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE's actions.
Confidential information/ Intellectual Property and Proprietary Rights
IDEATE acknowledges that it shall be provided or have access to the confidential business
Information and trade secrets of the City of Adelanto, including but not limited to copyrighted
material, trade names, trademarks, service Marks, the City of Adelanto's tools, methodologies,
trade secrets, business and financial strategies, and other intellectual property of the City of
Adelanto ("Confidential Information"). IDEATE understands that the City of Adelanto strictly
prohibits the unauthorized use or distribution of any Confidential Information, and that IDEATE
shall not use or disclose any such Confidential Information without the prior written consent of the
City of Adelanto IDEATE accepts liability for any unauthorized disclosure or use of Confidential
Information and recognizes that the improper and impermissible disclosure or use of any
Confidential Information and will cause irreparable damage to the City of Adelanto
Confirmation of Agreement
This Engagement memo constitutes the entire agreement of the parties and supersedes all prior
communications, agreements, and promises, either oral or written. Any modifications to this
engagement letter shall be effective only when agreed to in writing by both the City of Adelanto
and IDEATE.
Please confirm the City of Adelanto 's agreement to the terms of this Engagement memo by signing
a copy of this memo, returning it to us and sending us a copy either via PDF or mail.
ACCEPTED AND AGREED TO THIS 1st DAY OF August, 2023
Jessie Flo
City Manager
Jo tilio Hernan e
IDEATE California
Founder/CEO
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2024
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS FIFTH AMENDMENT (hereinafter, “Fifth Amendment”) to that certain agreement entitled
“Professional Services Agreement”, dated September 22, 2021 (hereinafter, “Master Agreement”),
is hereby made and entered into this 1St day of August, 2024 (hereinafter, “Effective Date”), by
and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and IDEATE
CALIFORNIA (hereinafter, “Consultant”). For purposes of this Fifth Amendment, the capitalized
term “Parties” shall be a collective reference to both City and Consultant. The capitalized term
“Party” may refer to either City or Consultant interchangeably, as appropriate.
RECITALS
This Fifth Amendment is made and entered into with respect to the following facts:
WHEREAS, on September 22, 2021, the Parties executed and entered into the Master
Agreement for Consultant to provide economic development consulting services; and
WHEREAS, the Master Agreement was later amended by way of a first amendment
(hereinafter “First Amendment”), and approved by the City Council of the City of Adelanto (“City
Council”) at its Regular Meeting of February 9, 2022, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a second amendment
(hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto
(“City Council”) at its Regular Meeting of October 12, 2022, to expand the general Scope of
Services, extend the Term, and to increase the compensation and limit reimbursement for
Expenses; and
WHEREAS, the Master Agreement was later amended by way of a third amendment
(hereinafter “Third Amendment”), and approved by the City Council ofthe City of Adelanto (“City
Council”) at its Regular Meeting of March 22, 2023, to expand the general Scope of Services,
extend the Term, and to increase the compensation and limit reimbursement for Expenses; and
WHEREAS, the Master Agreement was later amended by way of a fourth amendment
(hereinafter “Fourth Amendment”), and approved by the City Council of the City of Adelanto
(“City Council”) at its Regular Meeting of August 9, 2023, to expand the general Scope of
Services, extend the Term, and to increase the compensation and limit reimbursement for
Expenses; and
WHEREAS, for purposes of this Fifth Amendment, the Master Agreement as amended by
way of the First, Second, Third and Fourth Amendment, may be referred to collectively as the
“Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”;
and
WHEREAS, the Parties now wish to modify the Scope of Services, extend the Term, and
1
129
limit the reimbursement for expenses; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a
total Not-to—Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS
($135,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed
Sum”); and
WHEREAS, the Parties agree on a compensation total Not-to—Exceed Sum of FORTY
FIVE THTHOUSAND DOLLARS ($45,000) to cover the extended term of the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) 0f the Master
Agreement is hereby amended to expand the scope of Services to include the development of an
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment
plant, and development of hydrothermal-ener‘gy plan and potential recycle water utilization plan
for power generation.
SECTION 2. Section 3.1.2 (TERM) of the Master Agreement is further amended to
extend the Term of the Agreement for an additional six (6) months commencing as of August 1,
2024 through January 31, 2025.
SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby
amended in its entirety to read as follows:
Consultant shall receive compensation, excluding authorized reimbursements, for all
Services rendered under this Agreement at the rates set forth in Exhibit “B” Which is attached and
incorporated hereto. The total compensation shall not exceed a monthly not-to-exceed amount of
Seven Thousand Five Hundred Dollars ($7,500) (hereinafter “Monthly Not-to-Exceed”) for a total
not-to-exceed compensation of Forty Five Thousand Dollars ($45,000) (hereinafter “Total
Compensation”).
SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master
Agreement is hereby arhended in its entirety to read as follows”
Consultant shall not receive reimbursement for any travel expenses unless prior written
authorization is provided by City Manager. Reimbursement for any travel expenses shall
not exceed a monthly not-to-exceed‘ amount of One Thousand dollars ($1,000).
SECTION 5. Except as otherwise set forth in this Fifth Amendment, the Master
Agreement as previously amended by way of the First, Second, Third and Fourth Amendment
shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master
Agreement notwithstanding, this Amendment together with the Master Agreement and the First,
Second, Third and Fourth Amendment, shall constitute the entire, complete, final, and exclusive
expression of the Parties with respect to the matters addressed in both documents. In the event of
a conflict or inconsistency between the provisions of this Fifth Amendment, including any and all
attachments to this Fifth Amendment and the provisions of the Master Agreement or the First,
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130
Second, Third and Fourth Amendment, the provisions of the Fifth Amendment shall govern and
control but only to the extent of the conflict and no further.
SECTION 6. The provisions of this Fifth Amendment shall be deemed a part of the
Master Agreement as previously amended by way of the First, Second, Third and Fourth
Amendment and except, as otherwise provided under this Fifth Amendment, the Master
Agreement as previously amended by way of the First, Second, Third and Fourth Amendment, and
all provisions contained therein shall remain binding and enforceable.
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131
Jose Atilio Hernandez
CEO
9-11-2024
132
133
- Continue to Identify alternate strategies to increase load and as necessary engage in
most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
0 Hydrogen fuel grants
" Local/federal
0 Climate Change Funding
Economic Development
- Work with the City management to continue to identify economic opportunities,
included but not limited to
o Brightline West
Broadband
0000
Workforce Investment
CDFI Expansion/Community Development Centers
General Business Development
Fees and Payment
IDEATE respectfully requests $45,000 from August 1, 2024 to January 31, 2025. IDEATE shall
adjust its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a
month. IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of
$7500 a month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed
upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000
monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise
as to the status and progress of the work. IDEATE shall set up weekly check—ins with the City
Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this
Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not
be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or
joint venturer of the City of Adelanto and neither party shall have the authority to bind the other in
any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be
responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by
the City of Adelanto under this Engagement Memo, and will perform each and every other act
necessary to or required in the conduct of its business. In addition, IDEATE must comply with all
laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE
hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE’s actions.
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EXHIBIT “A”
MASTER AGREEMENT
136
CITY OF ADELANTO
PRO FESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 22th day of September, 2021, by and between the
City of Adelanto, a municipal corporation, organiied under the laws 01‘ the State of California, with its
principal place of business at 11600 Air Expressway, Adclanto, CA 92301 (“City") and IDEATF. California
an S-Corporation, with its principal place of business at 315 W. 9'“ Street, Suite 700. Los Angeles, CA
90015("C0nsu1tant“). City and Consultant are sometimes individually referred to herein as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assumc responsibility for the provision of certain professional
economic development consulting services required by the City on the terms and conditions set forth in this
Agreement, Consultant represents that it is experienced in providing professional economic development
services, and is familiar with the plans of the City.
2.2 Proj cct.
City desires to engage Consultant to render Such prOfessional economic development consulting
services [or the communications by the City with residents and the public ("Project") as set forth in this
Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General 86096 of Services. Consultant promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to fiilly and
adequately supply the professional public affairs and creative communication support services necessary
for the Project (”Services"). The Services are more particularly described in Exhibit "A" attached hereto
and incorporated herein by reference. All Services shall be subject to, and performed in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 1, 2021 to March 31.
2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term
of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Indcnendent Contractor Control and Payment of Subordinates. The Services shall
be performed by Consultant or under its supervision. Consultant will detenninc the means, methods and
details of performing the Services subject to the requirements of this Agreement. City retains Consultant
on an independent contractor basis and not as an employee. Consultant retains the right to perform similar
or difibrent services for others during the term of this Agreement. Any additional personnel performing
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137
the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at
all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials,
officers, directors, employees or agents shall have control over the conduct of Consultant or any of
Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all
wages, salaries, and other amounts due such pcrsonnel in connection with their performance of Services
under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemp10ymentinsurance: disability insurance. and workers' compensation insurance.
3.2.2 Conformance to Agglicablc Reqpirements. All work prepared by Consultant shall
be subject to the approval of City.
3.2.3 Substitution of Key Personnel. Consultant has represented to City that certain key
personnel will perform and coordinate the Services under this Agreement. Should one or more of such
personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon
written approval of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed belOw, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the
City to bc uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Proj act by the Consultant at
the request of the City. The key personnel for performance of this Agreement is as follows: Mr. Jose Atilio
Hernandez.
3.2.4 City‘s Regrcsematiye. The City hereby designates Jessie Flores, City Manager, or
his/her designee, to act as its representative in all matters pertaining to the administration and performance
oi'this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of
the City for review and approval of all products submitted by Consultant but not the authority to enlarge
the Scope of Work or change the total compensation due to Consultant under this Agreement. The City
Manager shall be authorized to act on City's behalf and to execute all necessary dOCuments which enlarge
the Scope of Work or change the Consultant's total compensation subject to the provisions contained in
Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than
the City Manager, City‘s Representative or his/her designcc.
3.2.5 Consultant‘s Regresentative. Consultant hereby designates Mr. Jose Atilio
Hernandez. CEO, or his/her designee, to act as its representative for the performance of this Agreement
("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act
on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all
means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions
Ofthe Scrviees under this Agreement.
32.6 ,Coordinatim of Services. Consultant agrees to work closely with City staff in the
performance of Services and shall be available to City's staff, consultants and other staff at all reasonable
times.
3.2.7 Standard 01" Care' Performance of Emnlovces. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards generally
recognized as being employed by professionals in the same'disciplinc in the State of California. Consultant
represents and maintains that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to
perform the Services assigned to them. Finally, Consultant represents that it, its employees and
2 OMLO: October 2018
138
subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally
required to perform the Services, and that such licenses and approvals shall be maintained throughout the
term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant‘s failure to comply with the standard of
care provided for herein. Any employee of the Consultant or its subeconsultants who is determined by the
City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services in a
manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not
be re-employed to perform any of the Services or to work on the Project.
3.2.8 Laws anLIfiggutatiom. Consultant shall keep itself fully informed of and in
compliance with all local state and federal laws,ru1es and regulations in any manner affecting the
performance of tho P1ojeet or the Services including all Cal/OSHA requirements, and shall give all notices
required by law. Consultant shall be liable for all violations of such laws and regulationsin connection
with Services. It Consultant performs any work knowing it to be contrary to such laws, rules and
regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising
out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9 InsuranCe.
3.2.9.1 Time for ggompliance. Consultant shall not commence work under this
Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required
under this section. In addition, Consultant shall not allow any subconsultant to commence work on any
subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all
insurance required under this Section.
3.2.9.2 Tynes of insurance Required. As a condition precedent to the
effectiveness 'of this Agreement for work to be performed hereunder, and WithOut limiting the indemnity
provisions of the Agreement, the Consultant, in partial performance of its obligations under such
Agreement, shall procure and maintain in full force and effect during the term of the Agreement the
following policies of'insurance. If the existing policies do not meet the insurance requirements set forth
herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial. General Liability
Insurance which affords coverage at least as broad as Insurance Services Office “occurrence" form CG
0001, 01' the exact equivalent, with limits of not less than $1 ,000,000 per occurrence and no less than
$2000,0001n the general aggregate. Defense costs shall be paid inside the limits The policy shall contain
no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for
claims or suits by one insured against another (cross-liability); or (3) containing any other exclusi0n(s)
contrary to the terms 01' purpOSes of th1s Agreement.
(B) WOrkers' Compensation/Employer’s Liability: Workers'
Compensation Insu1'ance,as required by the State of California and meloyer's I iability Insurance with a
limit of not less than $1,000000 per accident for bodily1nj ury and disease It Consultant has no employees
or agents, Consultant shall not be requned to maintain Workers Compensation Insurance. However in the
event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain
and maintain Workers" Compensation/Employer’s Liability Insurance in accordance with this section.
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(C) Professional Liability (Errors & Omissions) Professional Liability
insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less
than $1,000,000. Covered professional services shall specifically include all work to be performed under
the Agreement and delete any exclusions that may potentially affect the work to be performed (for example,
any exclusions relating to lead, asbestos, pollution. testing, underground storage tanks, laboratory analysis,
soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the
effective date 0fthc inilial Agreement and continuous coverage Will be maintained or an extended reporting
period will be exercised for a period of at least three (3) years from tcnnination or expiratibn 01' this
Agreement.
3.2.9.3 Insurance Endorsements. Required insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by the City to add the
following provisions to the insurance policies:
(A) Workers' Compensation:
( 1) Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon
the City except ten (10) days shall be a110wed for non-paymcnt ofpremium.
(2) Waiver of Subrogation: A waiver of subrogation stating
that the insurer waives all rights of subrogation against the City. its officials, officers, employees, agents,
and volunteers.
(B) Professional Liability (Errors & Omissions):
(l) Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon
the City except ten ( 10) days shall be allowed for non-payment of premium.
(2) Contractual Liability Exclusion Deleted: This insurance
shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of“ the
insured and include a provision establishing the insurer’s duty to defend.
3.2.9.4 ?rimary: and Non-Conlribu§ing Insurance. All policies of Commercial
General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible.
or sclf—insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not
contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.9.5 Waiver of Sgbrogation. All policies of Commercial General Liability and
Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or Others
providing insurance evidence in compliance with these specifications to waive their right 01' recovery prior
to a‘ loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said
Consultant may vauire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to effect this waiver ofsubtogation, but
this provision applies regardless of whether or not the City has received a waiver of subrogation
cnddrsement from the insurer. Consultant shall require similar written express waivers and insurance
clauses from each of its subconsuhants.
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3.2.9.6 Deductibles and SelY-anurcd Retentions. Any deductible 0r sclf—insured
retention must be approved in writing by the City and shall protect the City, its officials, officers,
employees, agents, and volunteers in the same manner and to the same extent as they would have been
protected had the policy or policies not contained a deductible 0r self—insured retention.
3.2.9.7 Evidenge gt Insurance. The Consultant, concurrently with the execution
of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified
copies of the required policies, or original certificates on forms apprbvcd by the City, together with all
endorsements affecting each policy. Required insurance policies shall not be in compliance if they include
any limiting provision or endorsement that has not been submitted to the City for approval. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. At least filteen (15 days) prior to_ the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.
If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required
coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or companies.
3.2.9.8 Failure to Maintain Coverage. In the event any policy of insurance
required under this Agreement does not comply with these specifications or is canceled and not replaced
immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or
City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement effective upon notice.
3.2.9.9 Agcggtabithyyf Insurerg. Each such policy shall be from a company or
companies with a current AM. Best's rating 01' no less than AzVII and authorized to transact business of
insurance in the State of California. or otherwise allowed to place insurance through surplus lino brokers
under applicable provisions of the California Insurance Code or any federal law.
3.2.9.10 Enforcement of Agreement Provisions (non 631009611. Consultant
acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-
compliance with any requirement imposes no additional obligation on the City nor does it waive any rights
hereunder.
3.2.9.11 Reguirements Ngt Limiting. Requirement of specific coverage 01’
minimum limits contained herein are not intended as a limitation on Coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits
than the minimums contained herein. the City requires and shall be entitled to coverage for the higher limits
maintained by the Consultant. Any avai1able insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
3.2.9.12 g‘jaimg Made Poiicies. If any of the required policies provide coverage
on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the
effective date of the Agreement or the beginning of work under this Agreement.
(B) Such inSutance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of all services under this Agreement.
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141
(C) 11' coverage is canceled or non-renewed, and not replaced with
another claims-made policy form with a Retroactive Date prior to the effective date of the Agreement, the
Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion
ofall services under this Agreement.
3.2.9.13 Snecial Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other
special circumstances.
3.2.9.14 Insurance for Subconsultants. Consultant shall include all subconsultants
engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant‘s
policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate
insurance in compliance with the terms ot‘these Insurance Requirements, including adding the City, its
officials, officers, employees, agents, and volunteers as additional insureds 10 the subconsultant's policies.
All policies of Commercial General Liability insurance provided by Consultant‘s subconsultants
performing work relating to this Agreement shall be endorsed to name the City. its officials, officers,
employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or
an endorsement prov1d1ng equivalent coverage Consultant shall not allow any subconsmtant to commence
work on any subcontract relating to this Agreement until it has received satisfactory evidence of
subconsultant’ s compliance with all1nsuranee requirements under this Agreement, to the extent applicable
The Consultant shall provide satisfactory evidence of compliance with this section upon request 010the City.
3.2.10 Safety. Consultant shall execute and maintain its w01k so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times be'in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all
necessary precautions for the safety of employees appropriate to the nature of the work and the conditions
under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not
be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in
accident prevention for all employees and subcensultants, such as safe walkways, scaffolds, fall protection
ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) ”adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.10.1 Standard of Care. Consultant warrants that all employees and
subcontractors shall have suffieient skill and experience to perform the work assigned to them without
impacting water quality in violation of- the laws, regulations and policies described in Section 3.2.12.2 of.
this Agreement. Co nsultant fmther warrants that it, its employees and subcontractors have or will receive
adequate training, as determined by the City, regarding these requirements as they may relate to the
Services.
3.3 Fees and Payments.
3.3.1 Comgensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached
hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand
dollars ($30,000.00) without Written approval of the City Council or City Manager as applicable. Extra
Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner
set forth in this Agreement.
3.3.2 ?ayment of (fog.gensation. Consultant shall submit to City a monthly invoice
which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe
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the amount of Services provided Since the initial commencement date, or since the start of the subsequent
billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such
invoice, review the invoice and pay all non—disputed and approved charges thereon. If the City disputes
any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt
of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. :Consultant shall not be reimbursed for any
expenses unless authorized in writing by City. 01' included in Exhibit ”B" ot‘this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that
Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by
City to be necessary for the proper completion of the Project, but which the Parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increascg. In the event that this Agreement is renewed pursuant to Section
3.1.2, the rate set forth in Exhibit “B” may be adjusted each year at the time of renewal as set forth in
Exhibit “B”.
3.4 C alifornia Labor Code Provisions.
3.4.1 Prevailing Wage Law. Consultant is aware of the requirements of California Labor
Code Section 1720, e_t Egg and 1770, e_t m. as well as California Code of Regulations, Title 8, Section
16000, et seq._, ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works“ and "maintenance" projects. If the Services are being
performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing
Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. Consultant shall obtain a copy of the prevailing rates of per diem wages in effect
at the commencement ofthis Agreement from the we bsite of the Division of Labor Statistics and Research
of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant
may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the
prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant's principal place
of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials,
officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registt‘ation. If the services are being performed as part of an applicable “public
works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.], the Consultant
and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall
maintain registration for the duration of the proj eat and require the same of any subconsultants. This project
may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance
requirements.
3.5 Accounting Record 5.
3.5.1 Maintenance and Insgection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City duting normal business hours to
examine, audit, and make transcripts 01' copies of such records and any other documents created pursuant
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to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and
activities related to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.6 General Provisions.
3.6.1 Termination oonree-ment.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving written notice
to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before
the effective date of such termination. Upon termination, Consultant shall be compensated only for those
services which have. been adequately rendered to City, and Consultant shall be entitled to no Further
compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Terminm. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or, unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services under this
Agreement. Consultant shall be required to provide Such document and other information within fifteen
(:15) days of the request.
3.6.1.3 Aggitioml Sowicg. In the event this Agreement is terminated in whole.
or in part as provided herein, City may procure, upon such terms and in such manner as it. may determine
appropriate, services similar to those terminated.
3.6. l .4 Deiivcry of Notices. All notices permitted or required under this
Agi'ecrncnt shall be given to the respective parties at the tollowing address or at such other address as the
respective parties may provide1n wr1t1ng for this purpose:
Consultant: J ose Atilio Hernandez
315 W. 9‘" Street, Suite 700
Los Angeles, CA 90015
City: City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or When mailed, fofly-eight (48) hours after
deposit in the US Mail, first class postage prepaid and addressed to the party at its applicable address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method
of service.
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3.6.2 Ownershig of Materials ang Confidentiality.
3.6.2.1 Documents 8.; Data; Licensigg oflmellectual Progeny. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Censultant under this Agreement ("Documents
3:. Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive
and perpetual license for any Documents & Data the subconsullant prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data which were
prepared by design professionals other than Consultant or provided to Consultant by the City. City shall
not be limited in any way in its use of the Documents & Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.2 Confidentiality. Allideas,memoranda,specifications,plans,procedures,
drawings, descriptions, computer program data, input. record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the performance of this
Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written
consent ot‘City, be used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the performance of the Services
or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally
known, or has become known. to the related industry shall be deemed confidential. Consultant shall not
use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production 01' other similar medium
without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing
Consultant’s proprietary information (”Proprietary Information”) unless the City's legal counsel determines
that the release of the Proprietary Information is required by the California Public Records Act or other
applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall
notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working
days after receipt of the Release Notice to give City written notice of Consultant‘s objection to the City's
release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its
officers, directors, employees, and agents from and against all liability, loss, cost or expense (including
attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City
'shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1)
Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless
from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court
of competentjurisdiction requires that City release such information.
3.6.3 nggeration; Further Acts. The Parties shall fully cooperate with one another, and
shall take any additional acts or sign any additional documents as may be necessary, appropriate or
convenient to attain the purposes of this Agreement.
3 ,6.4 Attorney’s Fees. If either party commences an action against the other party, eith er
legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party
in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and
all other costs of such action.
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3.6.5 Indemnification.
3.6.5.1 Scogg of Indemnity. To the Fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees,
agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions,
proceedings, costs, expenses, liability, j udgments, awards, decrees, settlements, loss, damage or injury of
any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims’) in any
manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful
misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in
connection with the performance of the COnsultant’s services, the Project or this Agreement, including
without limitation the payment of all conscquential damages, expert witness fees and attomeys’ fees and
other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the eittent required by Civil
Code Section 2782.8, to Claims that arise out of, pertain to, 01' relate to the negligence, recklessness, 0r
willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
3.6.5.2 Additignal Indemnity Obligations. T0 the fullest extent pennitted by
law, Consultant shall defend, with counsel of City’s choosing and a1 Consultant’s own cost, expense and
risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5.1 that
may be brought or instituted against City or its directors, officials, officers, employees, volunteers and
agents. Consultant shall pay and satisfy anyjudgment, award 01’ decree that may be rendered against City
or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action
or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its
directors, officials, officers, employees, agents or Volunteers as part 01‘ any such claim, suit, action or other
proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert
witness fees. Consultant shall reimburse City and its dircctors, officials, officers, employees, agents, and/or
volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any. received by the City, its directors, officials officers, employees, agents, or
volunteers.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof. and supersedes all prior negotiations, understandings or
agreements. This Agreement may only be modified by a writing signed by hoth parties.
3.6.7 gioveming Law; This Agreement shall be governed by the laws of the State 01‘
California. Venue shall be in San Bernardino County. .
3.6.8 Time Of Essence. Time is of the essence for each and every provision of this
Agreement.
3.6.9 City‘s Right to Employ Other Consultants. City reserves right to employ other
consultants in connection with this Project.
3.6.10 _S_§_u,,§§_e_s§9§5 and assigns. This Agreement shall be binding on the successors and
assigns ol‘ the parties.
3.6.11 Assi rnmem or Tm r. Consultant shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written conse nt
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of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferecs
shall acquire no right or interest by reason ot‘such attempted assignment, hypotheeation or transfer.
3.6.12 Construction References Cannons. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly For or against any Party. Any term referencing time,
days or period for performance shall be deemed calendar days and not work days. All references to
Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers, employees, agents,
and volunteers except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not defi ne, limit, augment, or describe
the scope, content, or intent of this Agreement.
3.6.13 amendment; Modification. N0 supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service
voluntarily given or performed by a Party shall give the other Party any contractual rights by custom,
estoppel, or otherwise.
36.15 No Third—Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
3.6.16 invalidity; cherabiiitg. If any portion of this Agreement is declared invalid,
illegal, or otherwise unen forceable by a court of competent jurisdiction, the remaining provisions shall
Continue in full force and effect.
3.6.17 Prohibited Interestg. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay
any company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the
award or making of this Agreement. For breach or violation of this warranty, City shall have the right to
rescind this Agreement without liability. l“or the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or
obtain any present or anticipated material benefit arising therefrom.
3.618 Egugl Oppgnunigfimploymcm. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-
discrimination shall include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also
comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan Or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware
of the provisions of Section 3700 of the California Labor Code which require every employer to be insured
against liability for Worker's Compensation or to undertake self—insurance in accordance with the
provisions of that Code, and agrees to comply with such provisions bcforc commencing the performance
of the Services.
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3.6.20 Authority to Enter Agreement. Consultant has all fequisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to make this
Agreement and bind each respective Party.
3.6.21 Countergarts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.7 Subcontracting.
3.7.1 Prior Alggroval Reguired. Consultant shall not subcontract any portion of the work
required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this
Agreement.
CITY OF ADELANTO IDEATE CALIFORNIA
( " .v
By: WW
Josmmmaf‘”
President
ATTEST:
By: £152,455; 52$ M:
renda Lopez ’
City Clerk
APPROVED AS TO FORM:
By: ‘
Marc rad
City Attorney
12 OMLO: October 2015
148
EXHIBIT "A"
SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:
IDEATE shall work with the City of Adelanto t0 1) increase the City’s energy capacity , 2) work to
expand the City’s Energy Infrastructure, and 3) expand economic development opportunities for the city.
Specifically, IDEATE. shall:
Increase Energy) Capacity
— Identify existing load capacity issues and load growth need
0 Provide written recommendations to the City
0 As necessary, present recommendations to City Council/Mayor
- Work with So Cal Edison and Edison International to increase available eleétricity for the City
and its residential and commercial customers.
0 Connect with Statewide and Local Edison Representatives
0 Con neat with Statewide and Local decision-makcrs
- Identify alternate strategies to increase load and as necessary engage in most cost effective
strategies
0 Community Choice Aggregation
Providers- Lancaster
Imperial Irrigation District
OOO'O
Nevada Energy
Direct Access
Micro-Grids
Expand Energy Infrastructure
— Identify long term opportunities for the City
0 Municipalization
o Irrigation District
0 Micro-Grids/Virtual Power Plan
- Develop implementation plans
0 Local Campaign
0 Statewide Legislation
0 MicroGrid RFP
Economic Development
— Work with the City management to continue to identify economic opportunities, included but not
limited to
0 Broadband
0 Workforce Investment
0 CDFI Expansion/Community Development Centers
0 General Business Development
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EXHIBIT "B"
COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($3 0,000.00)
IDEATE respectfillly requests $30,000 from September 16, 2021 to January 15, 2021. IDEATE shall
adjust its $650/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hom's a month.
IDEATE shall submit monthly itemized in_voices to City of Adelanto in the amount of $7000 a month
beginning October 15*. $2000 shall be due upOn execution of this agreement.
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March 1, 2025
To: Jessie Flores, City Manager, City of Adelanto
Fr: Jose Atilio Hernandez, Founder/CEO IDEATE California
Lizette Solorzano, Executive Manager, IDEATE California
Re: Scope of Work- 2024/25
The purpose of this memo is to describe the proposed scope of work IDEATE seeks to perform
for the City of Adelanto.
Scope of Work
IDEATE shall work with the City of Adelanto to 1) secure the long term viability of the Adelanto
Public Utility Authority (APUA), 2) increase APUA’s ability to provide for the expanding
infrastructure of the City of Adelanto, 3) maximize APUA’s ability to provide timely
electrification for projects, 4) mitigate against issues impacting APUA, the City, and
development (Joshua Trees), 5) and develop recommendations to secure additional state wide
resources for APUA and the city of Adelanto. Specifically, IDEATE shall:
Expanding Adelanto Public Utility Authority
- In coordination with Adelanto leadership, work to ensure APUA can
o Meet wastewater regulatory requirements
o Transition to producing hydrogen/excess power
▪ Position Adelanto as a Hydrogen Hub
o Position the department to address timely electrification needs
▪ Drafting State Legislation to support infrastructure development
Ensuring for Adequate and Timely Energy Supply
- Include APUA in monthly coordination with Southern California Edison to ensure city
approved projects are prioritized
o Continue to work with the City and Edison to Identify existing load capacity
issues and load growth need
- Position APUA to assess electric needs in the city
o Address immediate needs
o Provide for short term needs
o Ensure for future development
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▪ Work with So Cal Edison and Edison International to increase long term
needs for the City and its residential, commercial, and industrial
customers.
▪ Connect with Statewide and Local Edison Representatives
▪ Connect with Statewide and Local decision-makers
- Continue to Identify alternate strategies to increase load and as necessary engage in
most cost effective strategies
Securing additional resources for APUA, Adelanto
- Identify existing renewable energy funding sources, Including:
o Hydrogen fuel grants
▪ Local/federal
o Climate Change Funding
Economic Development
- Work with the City management to continue to identify economic opportunities,
included but not limited to
o Brightline West
o Broadband
o Workforce Investment
o CDFI Expansion/Community Development Centers
o General Business Development
Fees and Payment
IDEATE respectfully requests $45,000 from February 1, 2025 to July 31, 2025. IDEATE shall
adjust its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a
month. IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of
$7500 a month.
All travel/expenses associated with this work shall be itemized separately and only reimbursed
upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000
monthly.
Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise
as to the status and progress of the work. IDEATE shall set up weekly check-ins with the City
Management.
Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this
Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not
be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or
joint venturer of the City of Adelanto and neither party shall have the authority to bind the other in
any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be
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responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by
the City of Adelanto under this Engagement Memo, and will perform each and every other act
necessary to or required in the conduct of its business. In addition, IDEATE must comply with all
laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE
hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE’s actions.
Confidential Information/ Intellectual Property and Proprietary Rights
IDEATE acknowledges that it shall be provided or have access to the confidential business
information and trade secrets of the City of Adelanto, including but not limited to copyrighted
material, trade names, trademarks, service marks, the City of Adelanto’s tools, methodologies,
trade secrets, business and financial strategies, and other intellectual property of the City of
Adelanto (“Confidential Information”). IDEATE understands that the City of Adelanto strictly
prohibits the unauthorized use or distribution of any Confidential Information, and that IDEATE
shall not use or disclose any such Confidential Information without the prior written consent of the
City of Adelanto IDEATE accepts liability for any unauthorized disclosure or use of Confidential
Information and recognizes that the improper and impermissible disclosure or use of any
Confidential Information and will cause irreparable damage to the City of Adelanto
Confirmation of Agreement
This Engagement memo constitutes the entire agreement of the parties and supersedes all prior
communications, agreements, and promises, either oral or written. Any modifications to this
engagement letter shall be effective only when agreed to in writing by both the City of Adelanto
and IDEATE.
Please confirm the City of Adelanto ‘s agreement to the terms of this Engagement memo by signing
a copy of this memo, returning it to us and sending us a copy either via PDF or mail.
ACCEPTED AND AGREED TO THIS 1st DAY OF March, 2025
________________________
Jessie Flores
City Manager
______________________________
Jose Atilio Hernandez
IDEATE California
Founder/CEO
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April 09, 2025
San Bernandino County
Adelanto
City Council
The Duties And Obligations Imposed Under This Agreement And The Rights
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