CITY OF HERCULES
Request For Proposal
For
Cost Allocation Plan, Comprehensive User Fee Study,
and Development Impact Fee Study
111 Civic Drive
Hercules, California 94547
August 4, 2022
I. INTRODUCTION
The City of Hercules is requesting proposals from qualified professional firms (Consultant) to analyze the City’s cost structure and recommend a Cost Allocation Plan and User Fee and Development Impact Fee Study that would enable the City to recover costs to the maximum extent possible for user fees and special revenue sources.
II. BACKGROUND
The City of Hercules (City) was incorporated on December 15, 1900, under the laws of the State of California. Located on the northeastern shore of San Pablo Bay, conveniently located along the I-80 corridor and within minutes of both San Francisco and Napa. The over 25,000 residents represent a diverse mix of many ethnic groups. Primarily a suburban, family-oriented community, the City is transforming into more than a suburban community with a lively new waterfront, and a new train and ferry terminal in the works.
The City operates under the Council-City Manager general law form of government, with a five-member City Council elected at-large on a non-partisan basis, who serve staggered four-year terms. The City is divided into departments that provide a range of municipal services, including police, street and sidewalk maintenance, public improvements, planning and zoning, and general administrative services. Information regarding the City and its organization, such as governmental structure, services provided, the Annual Budget and Annual Comprehensive Financial Reports are available on the City’s website, www.ci.hercules.ca.us.
III. SCOPE OF SERVICES
This Request for Proposal (RFP) is a step in the planned procurement action to acquire the desired services and/or products. Firms responding to this RFP shall be prepared to deliver products and perform the work necessary to provide the services described after the issuance of a contract. The project furnishes all labor, materials, equipment, tools, supervision, and travel required to complete the tasks. There is a separate scope of work for each of the studies. Project tasks shall include, but are not necessarily limited to, the tasks listed below. If the firm feels additional tasks are warranted, they must be identified in its proposal.
Cost Allocation Plan (CAP)
Prepare the City’s Cost Allocation Plan, which may include the following elements:
1) Work and meet with selected City staff to refine the project scope, purpose, uses, and goals of the City’s Cost Allocation Plan to ensure that the study will be both accurate and appropriate to the City’s needs; review
project schedule and answer any questions pertaining to the development of the plan.
2) Work with the City in developing cost categories and allocation criteria for the City’s programs.
a) The City has an existing cost allocation plan. The City desires an evaluation and update of the existing cost categories, allocation bases, and methodology for use in a new cost allocation plan.
3) Develop an Overhead CAP Model that:
a) Update the City’s “Full Cost” cost allocation plan, based upon the City’s 2022-23 adopted budget, to allocate city-wide overhead costs to the City’s program departments and funds.
i. City-wide costs for allocation include the following departments and functions: City Council, City Manager, City Clerk, City Attorney, Finance, Human Resources, Risk
Management, Information Technology, Fleet & Equipment
operations, and Facilities operations.
b) Establishes a second “Federal” cost allocation plan, based upon the City’s most current audited financial statement (FY 20-21) actual expenditures, to allocate city-wide overhead costs to the City’s program departments and funds, in compliance with Title 2, Code of Federal Regulations, Part 225, Cost Principles for State, Local, and Indian Tribal Governments (formerly known as OMB A- 87).
c) Establishes an Indirect Cost Rate for select program departments to allocate City and program overhead costs to individual staff hours, in compliance with Title 2, Code of Federal Regulations, Part 225, Cost Principles for State, Local, and Indian Tribal Governments (formerly known as OMB A-87).
i. Selected programs for Indirect Cost Rates include Public Works Engineering and Transportation, and Public Works
Utilities and Operations.
d) Allows for additions, revisions, or removal of direct and indirect costs so the cost allocation plan can be easily adapted to a range of activities both simple and complex.
e) Provides the ability to continuously update the plan from year to year to accommodate organizational structure and costs changes.
f) Assist the Finance Department in presenting the draft cost allocation plan to selected City staff. It is expected that comments
and concerns will be collected during the draft presentation phase for inclusion in a final cost allocation plan and model.
g) Provide the City with two bound copies of the final cost allocation plan as well as an electronic copy of the final version, including related schedules and cost documentation in Excel format.
Comprehensive User Fee Study
The City seeks to evaluate all services costs and examine whether a reasonable relationship exists between the cost of providing services and current service fees while ensuring compliance with Proposition 26, Proposition 218, and other applicable statutory requirements. The City desires to undertake a comprehensive citywide review and evaluation of user fee and rate charges resulting in a cost-based user fee study. The Comprehensive Fee Study will calculate the full 100% cost of providing certain City services and provide a recommended fee to be charged for each applicable service.
The selected firm will provide a thorough analysis and development of fee models and recommendations, including identifying and recommending new fees and revenue sources. The firm shall recommend cost recovery strategies and identify best practices in establishing user fees. These strategies should consider the complexities and demands of each department and program. The City’s goal is to have a well-documented and legally defensible service plan cost that will identify rates that will be used to recover billable costs for services and develop user fees that comply with Proposition 26, Proposition 218, and other applicable statutory requirements. A survey comparison of rates and fees with similar cities is required.
Prepare a Comprehensive User Fee Study for the City, which may include the following elements:
1) Work and meet with City staff to refine the project scope, purpose, uses, and goals of the City’s Comprehensive User Fee Study to ensure that the study will be both accurate and appropriate to the City’s needs; review project schedules and answer any questions pertaining to the successful development of the study.
2) Meet with staff and conduct interviews as needed to gain an understanding of the City’s processes and operations; conduct a comprehensive review of the City’s existing fees, rates, and charges.
3) Identify the total cost of providing each City service at the appropriate level and in a manner consistent with all applicable laws, statutes, rules, and regulations governing the collection of fees, rates and charges by public entities including, but not limited to Proposition 26 and Proposition 218.
4) Compare service cost with existing recovery levels; this includes service areas where the City is currently charging, as well as recommended areas where the City should charge, in light of City’s practices, or the practices of neighboring cities.
5) Identify potential new fees and charges for services that the City currently provides but does not have fees and/or charges established.
Recommendations should be based on standards set by surrounding cities for providing the same or similar services, best practices, and the consultant’s professional opinion.
6) Recommend appropriate fees and charges based on the analysis together with the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic.
7) Review fee waiver and cost recovery policies and make recommendations based on industry standards, policies of surrounding and/or comparable cities, or the consultant’s professional opinion.
8) Prepare a report that identifies each fee service, its full cost, recommended and current cost recovery levels. The report should identify the direct cost, the indirect cost, and the overhead cost for each service.
9) Prepare a report that identifies the present fees, recommended fees, percentage change, cost recovery percentage, revenue impact and fee comparison with other California cities that are comparable to City of Pleasant Hill. A survey comparison of rates and fees with similar cities is required.
10) Report on other matters that come to the Consultant’s attention in the course of the analysis that, in the Consultant’s professional opinion, the City should consider.
11) Provide a computer-based model in Microsoft Excel for adjusting these fees and charges for the City’s current and future needs and provide the City with an electronic copy of the final comprehensive study, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs.
12) If requested, prepare and deliver presentation to the City’s management group and City Council to facilitate their understanding of the user fee study and its implications, and make necessary adjustments as requested.
13) Provide on-site training to enable staff to update fees on an annual basis.
14) Prepare a final fee study report and 20 bound copies, one unbound copy, and a PDF file of the Cost Recovery Plan that can be made available to
City staff. Models, tables, and graphs shall be provided in Microsoft Excel providing the ability to add, delete and/or update information as needed.
15) Consult with City staff should it become necessary to defend the City’s Comprehensive User Fee because of any legal or other challenge.
Development Impact Fee Study
The City has several development impact fees, with the transportation impact fee study and fire facilities impact fee studies most recently updated in 2019; other impact fees support facilities for parks and recreation, general public facilities, and police. The City’s current development impact fees are available upon request. In addition, the City has several planning documents that may be helpful in developing the impact fee study:
General Plan
Zoning Ordinance
The study shall provide sufficient information and the necessary findings to help the City determine the development impact fees based on the proposed infrastructure requirements to support the City’s General Plan growth projections and the City’s Capital Improvement Plan. The City’s impact fee program must comply with the Mitigation Fee Act (California Government Code Section 66000 et seq., also known as Assembly Bill 1600). The consultant is expected to work with City staff to determine other supporting infrastructure (i.e., equipment, vehicles, etc.) or other operational services that could rightfully be included in the fee program to ensure the costs of such supporting infrastructure are paid by development. The City would also like feedback from the consultant on recommended best practices to help provide better collections and any adjustments to municipal code if necessary.
1) Kick-off meeting between consultant and City staff to review objectives of study, agree to methodology, exchange information, timing and schedule for all tasks, and to determine information to be provided by City staff, to support a comprehensive Impact Fee study of each existing fee.
2) Consultant shall also propose new impact fees that the City is not currently collecting for consideration by the City. After consideration of such new Impact Fees, the City may elect to request the consultant prepare the necessary nexus study or studies. Such study or studies shall be deemed “Extra Work” entitled to additional compensation.
3) Impact Fees shall be calculated to provide for facilities, equipment, infrastructure, and services needed to support growth based on forecasts of new development over a 20-year period. The Impact Fees analysis shall consider existing fees, if any, and be compared to both (a) surrounding and (b) comparable cities to ensure reasonableness,
consistency, and feasibility. The City is interested in incentive programs offered in other agencies to promote economic development and the goals of the City.
4) The consultant shall prepare either an individual report for each Impact fee for a single compiled report for all Impact Fees that documents the fee study results, including a description of the overall assumptions, approach, and methodology, findings, supporting justification, recommended fee amount and the calculations that provide the legal nexus between the recommended Impact Fee and new development.
5) Review findings with City staff. Consultant to provide information supporting findings to date and proposed fees.
6) City Council meeting to present draft study. Discuss methodology, findings, formal presentation, answer questions about finding, and collect input for preparation of final report.
7) Final City Council meeting to follow up on first meeting and present final report.
8) Consider the optional meeting in your proposal as separate line item cost – Public meeting to present draft study report. Meeting to share findings with stakeholders, including developers and engineers. Consultant to facilitate meeting, provide exhibits and formal presentation, collect input and prepare meeting minutes capturing public input.
9) Prepare a final report submitted to the City containing background information, methodology, findings, and recommendations. More specifically, consultant shall prepare a report containing, but not limited to, the following:
a. Background Information.
b. Description of the overall methodology.
c. Supporting justification.
d. Calculations that demonstrate the legal nexus between recommended fees and the impact created by new development. e. Relationship between the fee’s use and the type of project on which it would be imposed.
f. Any additional matters that City staff should be made aware of, findings, and recommendations.
10) If the consultant feels that additional tasks are warranted, they must be clearly identified in the consultant’s proposal under this option.
11) The City reserves the right to modify the scope of services before the contract is awarded.
IV. CONTENT OF PROPOSALS
Interested proposers must provide a proposal containing the following information to the City to be considered a viable candidate for this contract. Any proposal that does not contain the information outlined below shall not be considered.
1) Transmittal Letter
The proposal must contain a transmittal letter, signed by an official authorized to commit the firm to contracts, including the name, mailing address, email address, and phone number of the firm’s primary contract person for the proposal.
2) Experience and Qualifications
The proposal must contain a summary of the firm’s and proposed staff member’s qualifications successfully providing a scope of services similar to that sought by the City on a similar project. The proposal should specifically contain the following information:
a) A brief description of the firm including its history, location of headquarters, overall size, services, location of the office in which the scope of services will be performed, size of that location, and services of that location.
b) A summary of the relevant experience (within the past five years, providing series similar to those sought by the City on a comparable project) of the office in which the scope of services will be performed.
c) A summary of the relevant experience (within the past five years, providing series similar to those sought by the City on a comparable project) and other qualifications of the specific staff member(s) proposed by the firm to work on this project.
3) Approach to Work
The proposal must describe the firm’s envisioned approach to the work, strategies for successfully providing the scope of services, and delivering the project in conformance with the City’s requirements. The proposal should also address the firm’s and specific staff member(s)’ workload and capacity to perform the scope of services. A general project timeline for completing the requested project is also desired by the City.
4) Legal Issues and Conflict of Interest
The proposal must provide a listing of any pending investigations, claims, or enforcement actions against the firm and a listing of any existing or potential conflicts of interest regarding this project.
5) References
Among the projects noted in the Experience and Qualifications section of the proposal, the firm must identify five clients that would be willing to provide a reference. Include the name and contact information of an appropriate individual with each client that would be willing to serve as a reference.
6) Fee Proposal
The proposal must describe the firm’s normal fee structure and hourly rate for this type of scope of services; a breakdown of the pricing structure by position of the likely staff involved should be clearly defined.
V. SELECTION CRITERIA
A team of City staff will evaluate each proposal relative to the criteria listed below. The firms that are judged to have submitted the best proposals will be invited to present their qualifications to the City.
• The firm’s ability to successfully fulfill the requirements of the project as outlined in the RFP.
• The experience and qualifications of the firm and the staff that would specifically be assigned to work with the City.
• The firm’s approach to the work; in addition to possessing technical expertise, great customer service, project management, and communication skills are highly desirable.
• Pricing considerations and perceived value proposition. • Legal issues and conflicts of interest.
The City will identify the best qualified firm based upon the presentation to the City, references, and fee proposal.
VI. PROPOSAL SUBMISSION INSTRUCTIONS AND SCHEDULE
Firms must submit six hard copies and one electronic copy of their proposal to:
City of Hercules
Attn: Edwin Gato, Finance Director
Subject: Cost Allocation Plan and Comprehensive Fee Study 111 Civic Drive
Hercules, CA 94547
[email protected]
The anticipated schedule for the selection process is shown below. The City reserves the right to make changes to the schedule.
To ensure fairness in the selection process, all questions or requests for information related to this RFP must be submitted via email to Edwin Gato, Finance Director at [email protected] by the Deadline for Submission of Questions. Responses to all questions or requests for information that have been submitted by the deadline shall be shared with any interested firm upon that firm’s request. Proposals must be received no later than 5:00 p.m. Pacific (Daylight Savings) Time on the Proposal Deadline. Proposals received after that time will not be considered.
VII. OTHER INFORMATION
The City reserves the right to reject any proposal received, to negotiate a contract with any qualified firm, or to cancel the process. All proposals and material submitted to the City will become the property of the City. The City is not liable for any costs incurred by a firm in the preparation and submittal of its proposal.
The City’s standard Agreement for Professional Services, attached for reference as Attachment A, will serve as the starting point for contract negotiations.
ATTACHMENTS
A - City’s Agreement for Professional Services
Release of RFP August 4, 2022Deadline for Submission of Questions August 11, 2022Proposal Deadline September 1, 2022Identification of Best Qualified Firm September 8, 2022 Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Page 1
CITY OF HERCULES
PROFESSIONAL SERVICES AGREEMENT
This Agreement (“Agreement”) for professional services is made on _________, 20__, between the City of Hercules, a California municipality (“ City”), and _________________________, a ___________________________ <insert type of business entity> (“Consultant”) (individually, a “Party,” and collectively, the “Parties”).
1. Scope of Services. Consultant will provide to City the professional services described in the Scope of Services, attached as Attachment A and incorporated in this Agreement (the “Services”). Only the City Council or the City Manager may authorize any change or addition to the Scope of Services specified in Attachment A.
2. Term . This Agreement will become effective on _________, 20__ (“Effective Date”), and will terminate upon the full and satisfactory completion of the Services or as otherwise specified in Attachment A, unless terminated sooner in accordance with Section 10 of this Agreement.
Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.
3. Compensation. For the full and satisfactory completion of the Services, City will pay Consultant in an amount not to exceed $____________, without prior written authorization by City, pursuant to the terms set forth in Attachment B on Payment, which is attached to and incorporated in this Agreement. Consultant’s compensation is intended to encompass all costs required for performing the Services, including overhead and indirect costs. Except as expressly provided in Attachment B, Consultant will not be entitled to reimbursement for expenses it incurs to provide the Services.
3.1 Payment. City will pay Consultant for Services satisfactorily provided during each calendar month within 30 days following City receipt and approval of a detailed invoice. The invoice must include, at a minimum: a description of the specific Services provided; the name of the individual providing the Services; the date(s) upon which the Services were provided; the time spent providing the Services; the amount due for the Services; and the basis for calculating the amount due.
3.2 Additional Services. If the City requests related services beyond the Scope of Services described in Attachment A, the Consultant will provide City a written estimate for the additional services (“Additional Services”). Consultant will not provide Additional Services until Consultant has received written authorization from the City to perform the Additional Services.
Consultant will not be entitled to payment for Additional Services performed without City’s prior written authorization or for costs to correct Consultant’s errors or omissions.
4. Independent Contractor . The Parties agree that Consultant will act as an independent contractor under this Agreement and will have control of its work and the manner in which the Services are performed. Consultant is not an employee of City and is not entitled to participate in any health, retirement, or similar employee benefits from the City.
Attachment A
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Page 2
5. Consultant’s Warranties.
5.1 Consultant warrants that all Services provided under this Agreement will be performed in accordance with generally accepted professional practices and standards for Consultant’s profession in the Bay Area.
5.2 Consultant warrants that all Services provided under this Agreement will be performed in accordance with applicable federal, state, and local laws and regulations, including, but not limited to, conflict of interest laws and City ordinances and policies.
5.3 Consultant warrants that Consultant has no present interest which would conflict in any manner with the performance of Services on the City’s behalf.
5.4 Consultant warrants that it will comply with the City’s Nepotism and Cronyism Policy.
6. Notice. Any notice, billing, or payment required by this Agreement must be made in writing, and sent to the other Party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF (or comparable) file. Notice is effective upon delivery unless otherwise specified. Notice for each Party will be given as follows:
City: Consultant:
City of Hercules Name: ______________________
111 Civic Drive Address: ____________________
Hercules, CA 94547 ____________________________
(510) 799-8200 Phone: ______________________
Attn: City Clerk Attn: ________________________
Copy to: _____________________ Copy to: _____________________ Email: _______________________ Email: _______________________
7. Indemnity. Subsection 7.1 is not applicable to this Agreement if Consultant’s Services are “design professional” services as that term is used and defined in Civil Code section 2782.8.
Subsection 7.2 is applicable to this Agreement if Consultant’s Services are “design professional” services as used and defined in Civil Code section 2782.8.
7.1 To the full extent permitted by law, Consultant will indemnify, defend with counsel acceptable to City, and hold harmless City, its governing body, officers, agents, employees, and volunteers (collectively, “City Indemnitees”) from and against any and all liability, demands, loss, damage, claims, settlements, expenses, and costs (including, without limitation, attorney fees, expert witness fees, and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s acts or omissions with respect to this Agreement, except such Liability caused by the active negligence, sole negligence, or willful misconduct of any of the City Indemnitees. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Agreement. This Subsection 7.1 does not apply if the Services to be provided
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Page 3
under this Agreement are design professional services provided by a licensed architect, landscape architect, professional engineer, or professional land surveyor.
7.2 To the full extent permitted by law, Consultant will indemnify, defend, and hold harmless City, its City Council, officials, officers, agents, employees, and volunteers from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorney fees and costs and fees of litigation) (collectively, “Liability”) of every nature which arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of Consultant in the performance of this Agreement, except such Liability caused by the active negligence, sole negligence or willful misconduct of City. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Agreement. This Subsection 7.2 is applicable if the Services to be provided under this Agreement are design professional services provided by a licensed architect, landscape architect, professional engineer, or professional land surveyor.
8. Insurance. Before providing any Services under this Agreement, Consultant is required to procure and provide proof of the insurance coverage required by this Section in the form of certificates and endorsements. Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled or allowed to expire without at least 30 days written notice to City, unless due to nonpayment of premiums, in which case at least 10 days written notice will be made to City. The required insurance must cover the activities of Consultant and its employees or subcontractors relating to or arising from the performance of the Services, and must remain in full force and effect at all times during the term of the Agreement. All required insurance must be issued by an insurer licensed to do business in the State of California, and each such insurer must have an A.M. Best financial strength rating of “A” or better and a financial size rating of “VIII” or better. If Consultant fails to provide any of the required coverage, City may, at its sole discretion, purchase such coverage at Consultant’s expense and deduct the cost from payments due to Consultant.
8.1 The following insurance policies and limits are required for this Agreement:
8.1.1 Commercial General Liability Insurance (“CGL”). CGL insurance issued on an occurrence basis, including coverage of liability arising from Consultant’s acts or omissions in the performance of Services under this Agreement, with limits of at least $1,000,000.00 per occurrence.
8.1.2 Automotive. Commercial automotive liability coverage for owned, non- owned and hired vehicles must provide coverage of at least $1,000,000.00 combined single limit per accident for bodily injury, death, or property damage.
8.1.3 Workers’ Compensation Insurance and Employer’s Liability. The policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act, with limits of at least $1,000,000.00. If Consultant is self- insured, Consultant must provide its duly authorized Certificate of Permission to Self-Insure.
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Page 4
8.1.4 Professional Liability. This insurance must insure against Consultant’s errors and omissions in the provision of Services under this Agreement, in an amount no less than $1,000,000.00 combined single limit.
8.2 Subrogation Waiver. Each required policy must include an endorsement that the insurer agrees to waive any right of subrogation it may have against City or the City’s insurers.
8.3 The CGL policy and the automotive liability policy must include the following endorsements:
(1) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Agreement.
(2) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured.
(3) The insurance provided is primary and no insurance held or owned by City will be called upon to contribute to a loss.
(4) Any umbrella or excess insurance must contain or be endorsed to contain a provision that such coverage will also apply on a primary or non-contributory basis for the benefit of City before the City’s own insurance or self-insurance will be called upon to protect it as a named insured.
9. Dispute Resolution. In the event that any dispute arises between the Parties in relation to this Agreement, the Parties agree to meet face to face as soon as possible to engage in a good faith effort to resolve the matter informally. In the event that any dispute arises between the Parties in relation to this Agreement, and the dispute is not resolved by informal discussions, the Parties agree to submit the dispute to mediation.
9.1 Either Party may give written notice to the other Party of a request to submit a dispute to mediation, and a mediation session must take place within 60 days after the date that such notice is given, or sooner if reasonably practicable. The Parties will jointly appoint a mutually acceptable mediator. The Parties further agree to share equally the costs of the mediation, except costs incurred by each Party for representation by legal counsel.
9.2 Good faith participation in mediation pursuant to this Section is a condition precedent to either Party commencing litigation in relation to the dispute.
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10. Early Termination.
10.1 Termination for Convenience. City may terminate this Agreement for convenience by giving 10 calendar days written notice to Consultant. In the event City elects to terminate the Agreement without cause, it will pay Consultant for Services satisfactorily provided up to that date.
10.2 Termination for Cause. If either Party breaches this Agreement by failing to timely or satisfactorily perform any of its obligations or otherwise violates the terms of this Agreement, the other Party may terminate this Agreement by giving written notice five calendar days prior to the effective date of termination, specifying the reason and the effective date of the termination.
Consultant will be entitled to payment for all Services satisfactorily provided up to the effective date of termination, except that the City may deduct from that payment the amount of costs the City incurred, if any, because of Consultant’s breach of the Agreement.
11. Work Product. City will be the sole owner of all rights to any work product in any form which has been prepared by Consultant on City’s behalf pursuant to this Agreement, unless otherwise specified in writing by the Parties.
12. Records. Unless otherwise specified in Attachment A, Consultant will maintain records related to this Agreement for a period of four years from expiration or termination of this Agreement, including records of the Services performed, on a daily basis if necessary.
Consultant’s accounting systems will conform to generally accepted accounting principles, and all records will provide a breakdown of total costs charged under this Agreement, including properly executed payrolls, time records, invoices, and vouchers. Consultant will permit City to inspect and examine Consultant’s books, records, accounts, and any and all data relevant to this Agreement at any reasonable time.
13. General Provisions.
13.1 Assignment and Successors. Consultant may not assign its rights or obligations under this Agreement, in part or in whole, without City’s written consent. This Agreement is binding on Consultant’s and City’s lawful heirs, successors, and permitted assigns.
13.2 Third Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement.
13.3 Nondiscrimination. Consultant will not discriminate in the employment of persons under this Agreement because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, disability, or other prohibited basis. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated by this reference.
13.4 Choice of Law and Venue. This Agreement will be governed by California law, and venue will be in the Superior Court of Contra Costa County, and no other place.
13.5 Integration. This Agreement and the documents incorporated in this Agreement constitute the final, complete, and exclusive terms of the agreement between the City and the Consultant.
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13.6 Severability. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, in part or in whole, the remaining provisions of the Agreement will remain in full force and effect.
13.7 Amendment. No amendment or modification of this Agreement will be binding unless it is in a writing duly authorized and signed by the Parties to this Agreement.
13.8 Provisions Deemed Inserted. Every provision of law required to be inserted in this Agreement will be deemed to be inserted, and this Agreement will be construed and enforced as though included. If it is discovered that through mistake or otherwise that any required provision is not inserted, or not correctly inserted, this Agreement will be amended to make the insertion or correction.
13.9 Precedence. If any provision in any document attached to or incorporated in this Agreement conflicts with or is inconsistent with the provisions set forth in the body of this Agreement, the provisions set forth in the body of this Agreement will control over any such conflicting or inconsistent provisions.
13.10 Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
13.11 Force Majeure. If either Party is delayed or hindered in or prevented from the performance of any act required under this Agreement because of strikes, lockouts, inability to procure labor or materials, failure of power, riots, insurrection, war, fire or other casualty, or other reason beyond the reasonable control of the Party delayed, excluding financial inability (“Force Majeure Event”), performance of that act will be excused for the period during which the Force Majeure Event prevents such performance, and the period for that performance will be extended for an equivalent period. Delays or failures to perform resulting from lack of funds will not be Force Majeure Events.
13.12 Headings. The headings in this Agreement are included for convenience only and will not affect the construction or interpretation of any provision in this Agreement or any of the rights or obligations of the Parties to this Agreement.
13.13 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
13.14 Authorization. Each individual signing below warrants that he or she is authorized to do so by the Party that he or she represents, and that this Agreement is legally binding on that Party. If Consultant is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313.
[Signature page follows.]
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Page 7
The Parties agree to this Agreement as witnessed by the signatures below:
CITY: Approved as to form:
s/_______________________________ s/__________________________________
________________________________ ___________________________________ David Biggs, City Manager Patrick Tang, City Attorney
Date: ___________________________ Date: ______________________________
Attest:
s/_______________________________
_________________________________
Name/Title
Date: ___________________________
CONTRACTOR: ___________________________________________________ Business Name
s/_______________________________
_________________________________
Name/Title
Date: ____________________________
s/_______________________________
_________________________________
Name/Title
Date: ____________________________
Attachments:
Attachment A: Scope of Services
Attachment B: Payment
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Scope of Services
Attachment A
SCOPE OF SERVICES
<Insert or attach a detailed description of the required Services, including time(s) for performance and completion of the Services, milestones, deliverables, reporting requirements, etc.>
Professional Services Agreement Agreement No. <________> City Attorney Approved, 112717 Payment
Attachment B
PAYMENT
<Insert or attach prices or rates that will be used to determine payments to the Consultant as applicable, e.g., hourly rates by name and/or position, per task rates, per item rates, allowable reimbursable expenses, etc.>
<Delete if not applicable:> City will compensate Consultant for the following expenses (“Allowable Reimbursable Expenses”) at the following rate(s), not to exceed a total of $_____________, without prior written authorization:
Allowable Reimbursable Expense: Rate:
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