City of Gonzales
Request for Proposal
G
Grant Writing Services
Date Issued: Friday, January 27, 2023
Date Due: Friday, February 10, 2023, 12:00 P.M.
147 4th St, Gonzales, CA 93926
The Qualifications Proposal and Cost Proposal must be submitted in separate e-mails clearly identified and marked:
"Request for Proposal
Grant Writing Services
QUALIFICATIONS"; and
"Request for Proposal
Grant Writing Services
COST PROPOSAL
Only electronic submissions are acceptable to [email protected] All questions regarding the Request for Proposal must be submitted in writing. Please send all questions regarding this Request for Proposal in writing via email to Trevin Barber, City Manager at [email protected].
Section I - Introduction
The City of Gonzales ("City") invites qualified candidates to submit proposals for contractual grant writing services. The City is seeking to contract with an individual or firm that specializes in the management of the overall grant process and can assist the City to maximize the benefits of grant funding.
It is the intention of the City to apply for grants which address documented City needs associated with service delivery and capital infrastructure improvements.
In addition, it is the intent of the City to apply for grants which not only are consistent with identified City needs but those grants that can be properly and efficiently administered by staff taking into account existing duties and responsibilities. The goal of the City's grant program is to secure funding for services and projects which the City otherwise would be required to utilize local tax dollars. The City is particularly interested in any opportunities that may be available with the Economic Development Administration's Investing in America's Communities American Rescue • Plan Programs: Economic Adjustment Assistance, Travel, Tourism, and Outdoor Recreation; Affordable Housing; California Cannabis Control grants; planning technical assistance grants; and water infrastructure funding.
Section II - Scope of Services
The following are typical services and/or items that the successful consultant will be required to provide the City if it is awarded the contract and should be addressed in each proposal.
• Funding needs analysis - Work with the City's departments to assess the validity of current funding priority areas and identify new priority areas for funding.
• Grant Funding Research - Conduct research to identify grant resources including, but not limited to federal, state, foundation, agencies and organizations that support the City's funding needs and priorities in the following general areas by way of illustration but not limitation:
• Community/Economic Development
• Business façade improvements
• first-time home buyer assistance and education
• General Plan updates for Safety Element, Environmental Justice Element and Housing Element
2 • Affordable Housing Production
• Workforce Development
• Criminal Justice Technology and Programs
• Infrastructure Development and Maintenance
• Tourism, Parks, and Recreation
• Transportation/Highway /Sustainability/Transit
• GIS Geographic Information System
• Community and Municipal Planning
• Brownfield Property Abatement
• Electric Utility
• Community Engagement Technology
• Fire apparatus and equipment, and fire prevention programs • Public Safety Technology and UAV Equipment and Programing • On-call Grant Research - In addition to the areas defined above other areas may be also identified through the Funding needs analysis process and throughout the duration of the contract.
• Grant proposal Development - Provide grant proposal writing services associated with the completion of grant applications on behalf of the City, including the preparation of funding abstracts, production and submittal of applications to funding sources. A copy of each grant application submitted is to be provided to the City of Gonzales.
• Monthly reports - the successful consultant shall submit monthly reports to the City summarizing the amount of time expended and describe activities undertaken during the previous month. The city anticipates holding periodic meetings to discuss upcoming grant opportunities and other updates.
Section III - Proposal Contents & Submittal
Requirements
Proposers must submit a detailed proposal which includes, at a minimum, the following:
• Cover Letter
• Define the methodology/approach to be used to identify the needs of the City which would be eligible for funding through grants, including whether costs will be hourly or per grant written and submitted. 3 • Detail the procedure you would utilize in identifying grants which would address the needs identified as above.
• Generally, detail the involvement and role of City staff and City resources in the grant writing process. Describe, in detail, the process you would utilize to prepare the actual grant application.
• List your experience in the identification and preparation of grants for municipalities. Specifically, detail your experience with federal and state grants for public safety agencies, infrastructure improvement, parks, recreation, technology community development and capital assets. • List up to five (5) funded grants which you developed detailing the funding source, amount requested and amount funded.
• Describe the background, experience and qualifications of the person(s) who will act as the grant writer and the qualifications of any staff who will assist with the preparation of grant applications (include their role, education, relevant experience and related qualifications) • Provide at least three (5) references including the name of contact, affiliation, address, direct telephone number and email address. • Describe in detail the fee structure you propose for providing grant consulting services.
All proposals must be received no later than Friday, February 10, 2023, at 12:00 pm. Only electronic submissions are acceptable to [email protected].
Section IV - Questions
All questions regarding this RFP should be directed via email to [email protected]. All questions and answers will distributed to any person or firm who has expressed interest.
The City of Gonzales will be the fiscal agent for this project. The selected firm will submit invoices to the City of Gonzales. The City's standard form Professional Services Agreement is available on request; insurance and requirements appear below in section VI. Unless a desired change to our form contract is requested with the submission of a proposal, it is assumed that the provisions thereof are accepted.
4 Section V - Selection Process
A Selection Committee will be established. Any firm(s) selected for further review may be invited for an interview or may be asked for further information for internal review. The final selection will be approved by the Gonzales City Council at a yet to be determined date. Final action will include the selected applicant entering into an agreement.
The City of Gonzales reserves the right to reject any and/or all submittals, wave provisions of this RFP, issue subsequent RFPs, cancel the RFP, waive technical errors in responses to this RFP and negotiate with any, all or none of the respondents to this RFP.
Section VI - Additional Information
Extension of Deadline - In the event the City elects to extend the deadline for submittal of RFP, all applicants will have the right to revise and resubmit their proposal.
Right to Cancel - The City reserves the right to cancel the request for proposals (RFP), modify any requirements contained within the RFP and request a revised submission from all suppliers, and to establish other evaluation criteria determined to be in the best interest of the City. The City shall also have the right to refrain from awarding the contract altogether. The City can change any aspect of, terminate, or delay this RFP, the RFP process and/or the program which is outlined within this RFP at any time, and notice shall be given in a timely manner thereafter.
Award_- Any contracts) for this Project will be awarded to the qualified Proposers) able to effectively negotiate terms for the projects) that provide the best value to the City as determined solely by City and its agents. The Selection Committee, on behalf of the City reserves the right to reject any or all proposals, to waive any irregularity in any proposal and to determine which, in its sole judgment, best meets the goals of this RFP. The successful provider will be required to enter into an Agreement with the City which will include the requirements of this RFP as well as other requirements to be determined. The City reserves the right to negotiate the price, terms, and scope of services with the proposer, prior to entering into the Agreement.
Prior to award of the contract, the City reserves the right to request additional information regarding the history of operations of the Proposer and its principals. In addition, filed review of existing equipment, facilities and operations may be conducted by the City.
No prior, current or post award verbal conversations or agreements with any officer, agent, or employees of the City shall affect or modify any terms 6 or obligations of this RFP, or any contract resulting from this procurement.
No: Award - Recipients of this RFP are advised that nothing stated herein, or any part thereof, or any communication during the evaluation and selection process, shall be construed as constituting, offering or awarding a contract, representation or agreement of any kind.
Non-Acceptance - Non-acceptance of any proposal will not imply any criticism of the proposal or convey any indication that the proposal or proposed system or equipment was deficient. Non-acceptance will mean that another proposal was deemed to be more advantageous to the City or that no proposal was deemed acceptable.
Not Liable for Costs - The City of Gonzales is not liable and will not be responsible for any costs incurred by any providers) for the preparation and delivery of the RFP responses, nor will we be liable for any costs incurred prior to the execution of an agreement, including but not limited to, presentations by RFP finalists.
Property of the City - Responses to this RFP will become the property of the City of Gonzales, and will form the basis of negotiations of an agreement with the apparent successful provider.
Waiver of Irregularities. - The City of Gonzales reserves the right, at its sole discretion, to waive minor administrative irregularities contained in any proposal.
No Obligation to Buy - The City of Gonzales reserves the right to reject any or all proposals at any time without penalty and from contracting with any provider. The release of this RFP does not convey the initiation of a purchase.
Withdrawal of Proposals_- Providers may withdraw a proposal that has been submitted at any time up to the proposal closing date and time. To accomplish this, a written request signed by an authorized representative of the provider must be submitted to the RFP Contact. The provider may submit another proposal at any time up to the proposal closing date and time.
No proposal shall be withdrawn after the date and time set for opening thereof, and all proposals shall remain in effect for one hundred and eighty (180) days after the final proposal submission date.
Errors in Proposal- The City of Gonzales will not be liable for any errors in provider proposals. Providers will not be allowed to alter proposal documents after the deadline for proposal submission. Corrections or amendments due to errors identified in the provider's Proposal may be accepted if this type of correction or amendment is due to typing, 7 transposition or any other obvious errors. Providers are liable for all errors or omissions contained in their proposals.
Non-Responsive Proposals - Proposals deemed non-responsive will be returned to the proposer.
Amendments to Request for Proposal - The City reserves the right to amend the Request for Proposal by addendum prior to the final proposal submittal date.
Contract Term - This contract will cover services provided until services are rendered and deemed completed, unless upon mutual consent of the parties.
The fee proposed by Provider must be valid for the entire period unless otherwise conditioned in the Proposal.
Non-Exclusive Contract - The City reserves the right to contract with other Professional Service firms during the contract term.
Insurance - The Provider shall meet all provisions, including, but not limited to, appropriate additional insured endorsements relating to insurance coverage as provided forth in Attachment 1.
Public Domain - All products used or developed in the execution of any contract resulting from this Request for Proposal will remain in the public domain at the completion of the contract.
Upon request, all proposals will be available for public review (except financial statements submitted under separate cover with a confidentiality request, which shall be disclosed only upon order of court with competent jurisdiction) once negotiations are complete and contract award is ready to be made to the successful proposer.
Required Timeframes - The office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the staff will be available to City staff.
Conflicts of Interest - Provider agrees to promptly notify City whenever a client of Provider has an interest in any project referred to Provider for professional services. In particular, Provider shall disclose any financial interest or relationship with any construction company that might submit a bid on the resulting construction project. The City may withdraw such project with no compensation due, if the Provider has a conflicting interest.
Conflict of Interest Disclosure - In accordance with California Government Code Section 87306, the Provider awarded a contract may be required to file a Conflict of Interest Statement. If such requirement is made, the filing must be no later than 30 days after the execution of the contract, annually thereafter prior to June 24th of each year for the duration of the contract, and within 30 days of termination of the contract. Failure to file any required statements will result in withholding payment for services rendered.
Inspections City reserves the right to inspect the work being accomplished by the Provider at any time.
Assignment of PersonneL - The Provider shall have City's approval prior making the change(s) in a project team assigned to a project.
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF GONZALES AND [NAME OF CONSULTANT]
THIS AGREEMENT for consulting services is made by and between the City of Gonzales ("City") and ("Consultant") (together sometimes referred to as the "Parties") as of _ (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _ the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, Consulting Services Agreement between [EFFECTIVE DATE]
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including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of invoices; i.e., Invoice No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• A copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and any reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
• Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.
2.2 Monthly Payment. City shall make payments, based on submitted invoices, for services satistactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 «Not Used>>
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
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2.5 Hourly Fees. Fees for work performed by Consultant shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $_ _ Expenses not listed below are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.
Mark-up for subconsultants and other outside direct costs shall not exceed 7.50%:
2.7 Payment of Taxes: Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement.
Section 4. INSURANCE REQUIREMENTS. Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City.
Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractors) and provided evidence that such insurance is in effect to City.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 • Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of Consulting Services Agreement between [EFFECTIVE DATE]
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not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
C. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance Consulting Services Agreement between ¡EFFECTIVE DATE]
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or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another aims-made policy form with a retroactive date that precedes the date ‹ his Agreement, Consultant shall purchase an extended period coverao for a minimum of five years after completion of work under this Agreement.
A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:Vil.
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4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any oss. Consultant agrees to obtain any endorsements that may be necessary ffect this waiver of subrogatio
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
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Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent that such Liabilites are caused by the sole negligence, active negligence, or willful misconduct of the City.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this greement shall not qualify for or become entitled to, and hereby agree to waive any an all claims to, any compensation, benefit, or any incident of employment by City, includin but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no uthority, express or implied, to act on behalf of City in any capacity whatsoever as a gent. Consultant shall have no authority, express or implied, pursuant to this Agreemen to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
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7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any laws) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
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Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
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8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement.
It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to or the mi, tira end of tre State tuater at argent under he Agreen any audit.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a Consulting Services Agreement between (EFFECTIVE DATE]
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10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Monterey or in the United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant and Consultant will be required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.
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10.9 Contract Administration. This Agreement shall be administered by ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Any written notice to City shall be sent to:
Mary Villegas, Administrative Specialist/Deputy City Clerk City of Gonzales
P.O. Box 647
Gonzales, CA 93926
10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, [land|C, and DIl [ENSURE THAT THE CORRECT EXHIBITS ARE LISTED] represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Payment Schedule
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
10.14 Non-Responsibilit for General Contractor Responsibilities and Duties. Unless otherwise agreed by City and Consultant in writing, nothing in Consultant's services shall Consulting Services Agreement between (EFFECTIVE DATE]
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be construed to mean that Consultant assumes any of the contractual responsibilities or duties of the general contractor. The general contractor is solely responsible for construction means, methods, sequences and procedures used in the construction of a project and for related performance in accordance with its contract with the City. The general contractor shall not be relieved of its responsibility for the safety of the workplace or for the method or manner of construction. The Consultant and its personnel have no authority to exercise any control over or charge of acts or omissions of the general contractor or their employees in connection with the construction work.
The Parties have executed this Agreement as of the Effective Date.
CITY OF GONZALES CONSULTANT
-.. City Manager [NAME, TITLE]
Attest:
-_ City Clerk
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT B
COMPENSATION SCHEDULE
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