RESOLUTION NO. 2025 -65
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GONZALES
AUTHORIZING THE CITY MANAGER TO SIGN A CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF GONZALES AND PLACEWORKS INC. FOR IMPLEMENTATION OF 6TH CYCLE HOUSING ELEMENT PROGRAMS.
WHEREAS, on January 13, 2025, the City Manager entered the City into a Consulting Services Agreement with Placeworks Inc. for completing and processing the 6th Cycle Housing Element through the Planning Commission and City Council; and
WHEREAS, the City of Gonzales has previously secured funding through the State of Californiaissued REAP 2.0 Grant for housing element implementation activities; and WHEREAS, the first contract with Placeworks included adoption of the Housing Element itself, as well as zoning implementation of a new Workforce Overlay District and other items to comply with the State; and
WHEREAS, consultant services are still deemed necessary for processing the swift implementation of the 6th Cycle Housing Element; and
WHEREAS, the contract attached to this Resolution will have Placeworks Inc. develop eight (8) implementation programs identified in the 6th Cycle Housing Element; and WHEREAS, the Scope of Work includes nine (9) tasks to implement eight (8) programs specified in the 6th Cycle Housing Element and Program Management; NOW THEREFORE, BE IT RESOLVED that the City Manager is authorized to sign a Consultant Services Agreement between the City of Gonzales and Placeworks Inc., for Implementation of 6 th Cycle Housing Element Programs. The Consulting Services Agreement and its Scope of Work and $46,745. Budget are attached to this resolution.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Gonzales duly held on the 18th day of August 2025, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
_______________________________
Jose Rios, The Honorable Mayor
ATTEST:
__________________________
Mary Villegas, Deputy City Clerk
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 1 of 13 Exhibit A
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF GONZALES AND PLACEWORKS INC.
THIS AGREEMENT for consulting services is made by and between the City of Gonzales ("City") and Placeworks Inc., ("Consultant") (together referred to as the "Parties") as of August 5, 2025, (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 March 31, 2026, 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 only 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 $46,745 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.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 2 of 13 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, 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 progress bills; i.e., Progress Bill 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;
At City's option, for each work item in each task, 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 each 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 monthly payments, based on invoices received, for services satisfactorily 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, Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 3 of 13 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis 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 $46,745. 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.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar 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. Before beginning any work under this Agreement, 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 subcontractor(s) 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 not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 4 of 13 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 or self-insurance maintained by the City, its officers, officials, employees, Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 5 of 13 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 $2,000,000 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:
a. 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 claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of five years after completion of work under this Agreement.
d. 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:VII.
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 Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 6 of 13 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 loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.
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 coverage 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;
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 Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 7 of 13 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 Liabilities 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 foregoing, 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 Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including 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 authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
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 Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 8 of 13 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 law(s) 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.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
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, Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 9 of 13 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 include, 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
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.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 10 of 13
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 the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
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 separate action brought for that purpose.
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.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 11 of 13
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 understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, 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.
10.9 Contract Administration. This Agreement shall be administered by the Community Development Director, Taven M. Kinison Brown ("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 and City shall be sent to:
PlaceWorks
Attn: Kara L Kosel, VP/Finance
3 MacArthur Place, Suite 1100
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 12 of 13 Santa Ana, CA 92707
Any written notice to City shall be sent to:
City of Gonzales
Taven M. Kinison Brown, Community Development Director
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 and B 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 Work
Exhibit B Compensation Schedule/Cost Estimate (Budget)
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-Responsibility for General Contractor Responsibilities and Duties. Unless otherwise agreed by City and Consultant in writing, nothing in Consultant's services shall 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.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Exhibit A Page 13 of 13 The Parties have executed this Agreement as of the Effective Date.
CITY OF GONZALES CONSULTANT
Carmen Gil, City Manager Jennifer Gastelum, Principal
Attest:
Mary Villegas, Deputy City Clerk
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Attachment 1 to Exhibit A Page 1 of 3 Attachment 1 to Exhibit A
SCOPE OF WORK
May 23, 2025
Subject: Gonzales Housing Element Implementation
Dear: Taven,
PlaceWorks has prepared the following scope of work to assist the City with the implementation of several of the City’s Housing Element programs.
Scope of Work
TASK 1. HOUSING ELEMENT PROGRAM 1.2.1 IMPLEMENTATION
PlaceWorks will develop several applications to assist the City in streamlining housing development reviews and be in compliance with State Housing Laws, as follows:
• Action (A): PlaceWorks will draft written procedures for how the City will process SB 35 applications and create a draft SB 35 application. PlaceWorks will provide these drafts in Microsoft word for City staff to review. PlaceWorks will respond to one set of consolidated comments and then provide final documents for the City to adopt and post on their website in word and pdf. PlaceWorks will draft the staff report for the hearing to adopt the procedures and the application. City staff will be responsible for taking the document to City Council for adoption.
• Action (B): Using HCD’s AB 2162 checklist PlaceWorks will draft a supplemental application form for projects eligible under AB 2162 for City staff to review. PlaceWorks will respond to one set of consolidated comments and then provide a final document. This will be included in the staff report for the SB 330 procedures. City staff will be responsible for taking the document to City Council for adoption. PlaceWorks will provide the documents for posting on the City website.
• Action (C): Using HCD’s SB330 Preliminary Application PlaceWorks will draft a pre-application form and procedures for the City to review. PlaceWorks will respond to one set of consolidated comments from City staff. PlaceWorks will include this information in the staff report for SB 330 and AB 2162. PlaceWorks will provide final documents for the City to post on their website.
TASK 2. HOUSING ELEMENT PROGRAM 1.2.5 IMPLEMENTATION
PlaceWorks will develop a list of incentives for posting on the City’s website, as well as researching information on Post-Entitlement Permit Procedures, including a list of requirements, review timelines, and examples of complete, approved applications to serve as best practice examples. • Action (B): PlaceWorks will schedule a meeting to discuss all the incentives the City currently offers and prepare a handout/flyer of these incentives to provide to developers and post on the City’s webpage. PlaceWorks will respond to one set of consolidated comments on the handout/flyer and then provide a final document for the City to post on their website. • Action Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Attachment 1 to Exhibit A Page 2 of 3 (C): PlaceWorks will schedule a meeting with City staff to discuss the City’s list of postentitlement procedures. PlaceWorks will then prepare a memo that includes the list of procedures that the City can provide for developers. PlaceWorks will respond to one set of consolidated comments and then provide a final document to the City.
TASK 3. HOUSING ELEMENT PROGRAM 1.3.1 (A) IMPLEMENTATION PlaceWorks will provide 2-3 sample missing middle ordinances from similarly sized jurisdiction for the City to consider along with a memo summarizing best practices for how to implement by-right missing middle zoning in the City. If the City would like to move forward with a missing middle ordinance, then PlaceWorks will draft a separate scope and budget to complete that task.
TASK 4. HOUSING ELEMENT PROGRAM 1.3.1 (B)
PlaceWorks will review the City’s Development Code and provide a memo with recommendations on objective standards the City should consider that will encourage missing middle and multi-unit housing types. If the City decides to move forward with incorporating the development standards PlaceWorks will prepare a separate scope and budget to complete those zoning code amendments.
TASK 5. HOUSING ELEMENT PROGRAM 1.3.1 (C) IMPLEMENTATION PlaceWorks will develop a Senate Bill 9 (SB 9, Government Code § 65852.21 and 66411.7) factsheet in English and in Spanish that includes information on the entitlement process for posting on the City’s website and made available at City Hall. PlaceWorks will provide a draft factsheet and then respond to one set of consolidated comments and then provide a final document to post on the City’s website and be made available at City Hall.
TASK 6. HOUSING ELEMENT PROGRAM 2.1.2 IMPLEMENTATION
PlaceWorks will prepare an Initial Prohousing Score (IPS) for the City. PlaceWorks will obtain and review the 2021–2029 Housing Element, Annual Progress Reports, and other available information available online and compile an IPS for the City. The IPS and a summary list of source documents will be shared with the Planning Director or designated staff. If the City is deemed eligible to apply for a Prohousing Designation, PlaceWorks will prepare a separate scope and budget to assist with the application.
TASK 7. HOUSING ELEMENT PROGRAM 2.2.3 IMPLEMENTATION
PlaceWorks will create two fact sheets to assist with housing services for persons with disabilities. • Action (A): PlaceWorks will create a flyer that identifies Universal Design options. PlaceWorks will ensure that this factsheet is made available in both English and Spanish for posting on the City’s website and at the permit counter.
• Action (D): PlaceWorks will create a bilingual brochure (English and Spanish) on reasonable accommodation for posting on the City’s website and to be available at City Hall.
TASK 8. HOUSING ELEMENT PROGRAM 2.2.4 IMPLEMENTATION
PlaceWorks will create a factsheet on farmworker housing for posting on the City’s website and to be available at City Hall. PlaceWorks will respond to one set of consolidated comments and then provide a final document for the City to post on their website.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Attachment 1 to Exhibit A Page 3 of 3
TASK 9. PROJECT MANAGEMENT
PlaceWorks assumes we will conduct seven check-in meetings throughout the project, below is a list of assumed meetings:
• Kick-Off Meeting
• Task 1: Check-in meeting
• Task 2: Check-in meeting
• Task 3-5: Check-in meeting
• Task 6: Check-in meeting
• Task 7-8: Check-in meeting
• One additional check-in meeting at some time through the project.
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Attachment 2 to Exhibit A Page 1 of 2 Attachment 2 to Exhibit A
COMPENSATION SCHEDULE / COST ESTIMATE / BUDGET
Proposed Schedule
PlaceWorks can begin work immediately and assume implementation of all programs will take no more than 6 months.
Cost Estimate
PlaceWorks assumes a total budget of $46,745 to complete the scope of work.
Table 2 PlaceWorks – Budget
TASK COST
Task 1: Housing Element Program 1.2.1 Implementation $7,800 Task 2: Housing Element Program 1.2.5 Implementation $6,385 Task 3: Housing Element Program 1.3.1(A) Implementation $4,650 Task 4: Housing Element Program 1.3.1(B) Implementation $4,165 Task 5: Housing Element Program 1.3.1(C) Implementation $4,805 Task 6: Housing Element Program 2.1.2 Implementation $2,530 Task 8: Housing Element Program 2.2.3 Implementation $7,350 Task 9: Housing Element Program 2.2.4 Implementation $3,130 Task 10: Project Management $5,930
Total Budget $46,745
Consulting Services Agreement between August 4, 2025
City of Gonzales and Placeworks Inc. Attachment 2 to Exhibit A Page 2 of 2