AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of February __, 2026, by and between the City of Marysville ("City") and Peterson Consulting Group (“Consultant”).
RECITALS
A. Consultant is specially trained, experienced, and competent to provide the professional services required by this Agreement.
B. Consultant possesses the skill, experience, ability, background, license, certification, as required by law, and knowledge to provide the professional services described in this Agreement in accordance with the terms and conditions described herein.
C. The City desires to retain Consultant to provide professional consulting services on an oncall, task-order-based basis as authorized by the City Manager under the Marysville Municipal Code.
AGREEMENT
1. Scope of Services
Consultant shall furnish professional services as described in Exhibit A – Scope of Services, attached hereto and incorporated by reference. Consultant shall perform services only upon issuance of a written Task Order approved by the City’s Contract Administrator.
2. Time of Performance
Services shall commence upon execution of this Agreement and shall continue for a period of one (1) year, unless earlier terminated pursuant to this Agreement. The Agreement may be extended by written amendment.
3. Compensation
Compensation to be paid to Consultant is in accordance with Exhibit C – Schedule of Fees, which is attached hereto and incorporated herein by reference. Total compensation under this Agreement shall not exceed $25,000, unless increased by written amendment approved by the City. Payment by City under this Agreement shall not be deemed a waiver of defects in Consultant’s services, even if such defects were known to the City at the time of payment.
Compensation shall be authorized and limited by individual Task Orders.
4. Method of Payment
Consultant shall submit monthly billing to City describing the services provided during the preceding month. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any applicable reimbursable expense. The invoices will be paid at the billings rates noted in Exhibit C. Any reimbursable expense will be agreed to by the City in advance.
City shall pay Consultant within a reasonable time upon approval of the monthly invoice by City staff, such approval to not be unreasonably withheld. Payment shall not constitute acceptance of defective work.
5. Additional Services / Task Orders
No services shall be performed without a written Task Order approved by the City. Each Task Order shall define the scope of services, personnel assignments, schedule, and a not-to-exceed cost. Services performed without written authorization shall not be compensated.
6. Termination
City may terminate this Agreement at any time, with or without cause. Consultant shall be compensated only for services satisfactorily performed up to the effective date of termination.
7. Ownership of Documents
The City acknowledges the Consultant's documents, including electronic files, as the work papers of the Consultant and the Consultant's instruments of professional service. All plans, studies, documents, and other writings prepared by and for Consultant, its officers, employees, and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such services, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall not be held liable for any modification or reuse of the City-owned instruments of service for purposes outside this Agreement. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents, and other writings to City within three (3) days after written request. Nothing herein shall be construed as a limitation on Consultant’s right to re-use component design details, features and concepts on other projects, in other contexts or for other clients.
8. Licensing of Intellectual Property
This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in documents or works of authorship fixed in any tangible medium of expression including, but not limited to, data magnetically or otherwise recorded on computer diskettes, CDs or other electronic form which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which may be provided to Consultant by City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
9. Confidentiality
All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of the Agreement shall be held confidential by Consultant unless and until such documents become a matter of public record. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement.
Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia,
photographs relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television, or radio production or other similar medium without the prior written consent of City.
10. Consultant’s Books and Records
a) Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of termination or completion of the Agreement. b) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Clerk, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at 526 C Street, Marysville, California when it is practical to do so.
Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement. c) Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that documents be maintained by City Hall.
11. Independent Contractor
It is understood that Consultant, in the performance of the services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City’s employees, and Consultant hereby expressly waives any claim it may have to any such rights.
12. Interest of Consultant
Consultant (including principals, associates, and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the control and direction of the City or any City official, other than normal agreement monitoring; and b) possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2)).
13. Conflict of Interest.
a) The Consultant represents and warrants that no actual or potential conflict of interest exists that would impair the Consultant’s ability to perform the services in a fair, objective, and impartial manner for the City of Marysville.
b) The Consultant certifies that it has fully disclosed all actual or potential conflicts of interest by completing and submitting Exhibit D – Disclosure of Conflict of Interest, including any business, professional, financial, or personal relationships that could reasonably be perceived as influencing the Consultant’s judgment, independence, or performance of the services.
14. Professional Ability of Consultant
City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. All services provided by Consultant under this Agreement, shall be by Peterson Consulting Advantage and shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.
15. Compliance with Laws
Consultant shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
16. Licenses
Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals which are required by the City for its business.
17. Indemnification
Indemnity. To the fullest extent allowed by law, Consultant specifically agrees to indemnify. defend. and hold harmless the City, its officers. agents. and employees (hereinafter collectively the "City") f om and against any and all actions. claims. demands. losses. expenses (including attorneys' fees and expert witness expenses), damages. and liabilities resulting from injury or death of a person or injury to property or any other claim that arises out of, pertains to or relates to the negligence. recklessness. or willful misconduct or Consultant. its subcontractor(s). subconsultant(s). agents. and employees. Consultants assumes no responsibility to indemnify City for the negligent acts or omissions or willful misconduct or the City). The Consultant shall pay all reasonable costs that may be incurred by the City in enforcing this indemnity. including reasonable attorneys' fees. Consultant shall provide indemnity to the City pursuant to this paragraph in the event the Claimant and/or the City allege conduct on Consultant's part which renders Consultant fully or partially responsible for the alleged claim or otherwise obligated to provide a defense and/or indemnity to the City. Consultant's obligations of defense and indemnity arise even if the claim is frivolous or lacking in merit. Consultant shall defend and indemnify the City pursuant to this section unless and until it is finally established by a court of law that the City's ole active negligence or willful misconduct caused the alleged claim.
The defense and indemnification obligations of this Agreement arc undertaken in addition to. and shall in no way be limited by the insurance obligations contained in this Agreement. The indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Consultant or its agents under workers' compensation acts. disability benefit acts or other employee benefit acts. The indemnity provisions of this section survive the termination and/or expiration of the Agreement.
Consultant's duty to defend is separate and independent of its duty to indemnify. The duty to defend includes claims for which the City may be liable without fault or be strictly liable. The duty to defend applies regardless of whether the issues of negligence. strict liability, fault. default or other obligation on the part of the City has been determined. The duty to defend
applies immediately regardless of whether the City has paid any sums or incurred any detriment arising out of or relating (directly or indirectly) to any claims. Notwithstanding the foregoing. the City on behalf of itself reserves the right to assume the defense of any action. arbitration or proceeding against which Consultant may have an obligation to defend pursuant to this Agreement including the right to appoint counsel or its choice. without affecting Consultant's obligation to indemnify for the cost of such defense.
18. Insurance Requirements
Consultant shall procure and maintain insurance coverage in accordance with Exhibit B – Insurance Requirements, attached hereto and incorporated by reference.
19. Notices
Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Marysville
526 C Street
Marysville, CA 95901
Attn: Jim Schaad, City Manager
Email: [email protected]
Phone: (530) 749-3901
If to Consultant: Peterson Consulting Advantage
709 Mayfair Avenue
Yuba City, CA 95991
Attn: Daniel Peterson
Email: [email protected]
Phone: (530) 673-2640
20. RFQ and Procurement Documents
Any Request for Qualifications, proposals, or procurement documents leading to the selection of Consultant are incorporated herein by reference.
21. Entire Agreement
This Agreement constitutes the complete and exclusive statement of the agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations are superseded in total by this Agreement.
22. Amendments
This Agreement may be modified or amended only by a written document executed by both and approved as to form by the City Attorney.
23. Assignments and Subcontracting
The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments or any or all rights. duties. or obligations or the Consultant under this Agreement will be permitted only with the express prior written consent or the City. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written authori1:ation or the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of any subconsultant of Consultant. Nothing in this Agreement shall create any contractual relationship between City and subconsultant nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subconsultant other than as otherwise required by law.
24. Waiver
Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a subsequent breach of the same or any other provision under this Agreement.
25. Severability
If any term or portion of this Agreement is held to be invalid, i I legal. or otherwise unenforceable by a court of competent jurisdiction. the remaining provisions of this Agreement shall continue in full force and effect.
26. Controlling Law and Venue
This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Yuba.
27. Litigation Expenses and Attorney’s Fees
If either party to this Agreement commences any legal action against the other part arising out of this Agreement the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and reasonable attorney's fees.
28. Execution.
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement. it shall not be necessary to produce or account for more than one such counterpart.
29. Authority to Enter Agreement
Consultant has all requisite power and authority to conduct its business and to execute, deliver. and perform the Agreement. Each party warrants that the individuals who have
signed this Agreement have the legal power, right, and authority, to make this /\grecmcnt and to bind each respective party.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty. City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term or his or her service with City, shall have any direct interest in this Agreement. or obtain any present or anticipated material benefit arising therefrom.
31. Equal Opportunity Employment
Consultant represents that Consultant is an equal opportunity employer and Consultant shall not discriminate against any subcontractor. employee, or applicant for employment because of race, religion, color, national origin. disability, ancestry, sex, or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer. recruitment or recruitment advertising. layoff, or termination.
32. No Third-Party Rights
This agreement does not create any rights in any person or entity other than the parties hereto.
SIGNATURES ON NEXT PAGE
IN WITNESS WHEREOF. the parties have caused this Agreement to be executed on the date first written above.
CITY OF MARYSVILLE PETERSON CONSULTING ADVANTAGE
By: _______________________________ By: ________________________________ Jim Schaad, City Manager Daniel Peterson
Approved as to Form:
By: ________________________________
Brant Bordsen, City Attorney
Attachments: Exhibit A – Scope of Services
Exhibit B – Insurance Requirements
Exhibit C – Schedule of Fees
Exhibit D – Disclosure of Conflict of Interest
EXHIBIT A – SCOPE OF SERVICES
1. PURPOSE OF WORK
This Scope of Services is not for a single specific project, but for on-call professional consulting services to be performed by Consultant for the City of Marysville. Services shall be rendered over the duration of the Agreement on an as-needed basis, under the direction of the City’s designated Contract Administrator, and only upon the City’s issuance of a written Task Order.
The Consultant shall provide professional services including, but not limited to, grant development, interagency coordination, strategic planning, capital program support, stormwater and floodplain-related assistance, and administration of awarded grants, as further described below.
1.1. Project Development, Planning, and Coordination
• Meet and consult with City staff to develop and refine project scopes, budgets, schedules, and implementation strategies.
• Evaluate how proposed projects align with the City’s General Plan, specific plans, capital improvement priorities, and overall community vision.
• Assist in the development and refinement of Capital Improvement Programs and related planning documents.
• Coordinate with Yuba County, Sutter County, and the Cities of Yuba City, Live Oak, Wheatland, and other regional partners on potential multi-jurisdictional or regional projects.
• Coordinate with State and Federal agencies, local reclamation districts, drainage districts, and other stakeholders regarding potential projects and funding opportunities.
1.2. Grant Research, Writing, and Administration
• Research current and future State, Federal, and regional grant funding programs applicable to City projects.
• Advise City staff on grant eligibility, competitiveness, funding strategies, and compliance requirements.
• Prepare and submit grant applications, including narratives, budgets, schedules, benefitcost documentation, and supporting materials. • Assist with grant negotiations, award acceptance, and funding agreements. • Provide administrative support for awarded grants, including reporting, reimbursement requests, compliance tracking, and coordination with funding agencies.
1.3. Program and Technical Support
• Assist with stormwater quality management, floodplain protection, and related regulatory or planning efforts.
• Provide strategic planning support for City initiatives and programs. • Assist with public outreach and engagement related to City projects, grants, or planning efforts, as directed by the City.
• Provide technical analysis, documentation, and support for special projects as requested by the City.
1.4. Miscellaneous and Additional Services
EXHIBIT A – SCOPE OF SERVICES
• Participate in meetings with City staff, elected officials, consultants, agencies, or the public, as requested.
• Provide estimating, budgeting, or scheduling assistance related to City projects or grant applications.
• Perform other professional services mutually agreed upon by the City and Consultant and authorized through a Task Order, even if not expressly identified in this Scope of Services.
2. TASK ORDER METHODOLOGY
All services under this Agreement shall be authorized and performed pursuant to written Task Orders issued by the City. Each Task Order shall include, at a minimum:
• A description of the specific services to be performed • Identification of assigned personnel
• Schedule and key milestones
• Compensation structure and not-to-exceed amount
No work shall be performed, and no compensation shall be owed, for services performed outside the scope of an approved Task Order.
3. GENERAL PERSONNEL REQUIREMENTS
The Consultant shall provide personnel who are capable, competent, and experienced in efficiently performing the professional services required under this Agreement with minimal supervision or instruction. Personnel qualifications, classifications, and level of effort shall be appropriate to the specific Task Order and scope of work.
3.1. Assignment and Availability
Consultant personnel may be assigned to specific Task Orders and shall remain available and assigned through completion and City acceptance of the applicable deliverables, unless otherwise approved in writing by the City. Consultant personnel shall be available at the commencement of each Task Order and, as required, after acceptance of the project or deliverable by the City.
Consultant shall ensure that personnel are not simultaneously assigned to multiple City projects in a manner that would impair performance, unless expressly approved in writing by the City’s Contract Administrator.
3.2. Identification of Personnel and Deliverables
For each Task Order, and in consultation with the City’s Contract Administrator and Project Manager or Construction Superintendent (as applicable), Consultant shall identify:
• The personnel assigned to the Task Order,
• Each individual’s role and job classification,
• The anticipated level of effort, and
• The specific deliverables for which each individual is responsible.
EXHIBIT A – SCOPE OF SERVICES
All personnel assignments are subject to City approval. Consultant shall provide personnel who meet the qualifications and requirements of this Agreement.
3.3. Substitution or Addition of Personnel
Consultant shall not add, substitute, or reassign personnel—particularly key personnel— without the City’s prior written approval. Following City approval of Consultant’s personnel proposal, or upon final execution of the Agreement or a Task Order, any changes to personnel assignments shall require a written request and prior written approval by the City’s Contract Administrator.
3.4. Changes to Scope, Schedule, or Cost
Any proposed changes to the scope of work, personnel, schedule, or cost shall require prior written approval by the City and, where applicable, issuance of a revised or supplemental Task Order.
3.5. Resumes and Qualifications
Resumes and supporting documentation demonstrating the qualifications, certifications, and experience of Consultant personnel shall be provided to the City upon request.
3.6. Removal and Replacement of Personnel
The City may require the immediate removal and replacement of any Consultant personnel whose performance is determined by the City to be unsatisfactory.
Replacement personnel shall be subject to City approval and shall meet the requirements of this Agreement.
3.7. Local Staffing and Relocation
If key Consultant personnel are expected to work for extended periods of time, Consultant shall either relocate such personnel to the service area or make reasonable efforts to hire qualified local personnel.
3.8. Reimbursement of Relocation and Travel Costs
The City shall reimburse the Consultant for personnel relocation costs only if such costs are approved in advance in writing by the City. The City shall not reimburse out-of-state travel expenses without prior written approval.
EXHIBIT B – INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Consultant.
MINIMUM SCOPE OF INSURANCE
1. Commercial General Liability (ISO CG 00 01) covering bodily injury, personal and advertising injury, and property damage with limits of not less than:
o $1,000,000 per occurrence
o $2,000,000 general aggregate
2. Automobile Liability (ISO CA 00 01) covering any auto with a combined single limit of not less than:
o $1,000,000 per accident
3. Workers’ Compensation as required by the State of California and Employer’s Liability with limits of:
o $1,000,000 per accident
Consultant shall maintain Workers’ Compensation insurance coverage during any period Consultant has employees other than its sole owner; however, Consultant shall obtain and maintain the required coverage prior to hiring any employee. o
4. Professional Liability (Errors and Omissions) with limits of not less than:
o $1,000,000 per claim
o $2,000,000 aggregate
ADDITIONAL INSURANCE REQUIREMENTS
• City, its officers, officials, employees, and volunteers shall be named as additional insureds on General Liability policies.
• Consultant’s insurance shall be primary and non-contributory. • Coverage shall not be canceled without at least thirty (30) days prior written notice to the City. • Any deductibles or self-insured retentions must be declared and approved by the City.
CLAIMS-MADE COVERAGE
• Retroactive date must precede the effective date of the Agreement. • Coverage must be maintained for at least one (1) year after completion of work. • If coverage is canceled or not renewed, Consultant shall purchase extended reporting coverage for a minimum of one (1) year.
ACCEPTABILITY OF INSURERS
Insurance shall be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City.
VERIFICATION OF COVERAGE
Consultant shall furnish certificates and endorsements approved by the City prior to commencement of work. The City reserves the right to require certified copies of policies.
WAIVER OF SUBROGATION
EXHIBIT B – INSURANCE REQUIREMENTS
Consultant waives all rights of subrogation against the City and shall obtain endorsements affecting such waiver where required.
EXHIBIT C – FEE SCHEDULE
% Increase
Straight OT (1.5x) OT (2x) From To
$ 226.03 $ 226.03 $ 226.03 06/01/25 05/31/26
Principal In charge* $ 232.81 $ 232.81 $ 232.81 06/01/26 05/31/27 3.0% $ 239.80 $ 239.80 $ 239.80 06/01/27 05/31/28 3.0%
$ 226.03 $ 226.03 $ 226.03 06/01/25 05/31/26
Administrator, Project Manager, $ 232.81 $ 232.81 $ 232.81 06/01/26 05/31/27 3.0% and Grant Writer $ 239.80 $ 239.80 $ 239.80 06/01/27 05/31/28 3.0%
2.) Overhead based on Safe Harbor Indirect Cost Rate of 110% of direct labor.
1.) Hourly rates apply to all tasks included in the Scope of Services. Peterson Consulting Advantage does not foresee charging mileage for local travel. In the unlikely event that longer trips are required, mileage shall be at the standard IRS mileage rate for business use of a vehicle.
Name / Job Title Hourly Billing Rates
Dr. Betsy Peterson, CPA
Effective Date of Hourly Rate
Notes:
Daniel Peterson, PE, MPA
EXHIBIT D - DISCLOSURE OF CONFLICT OF INTEREST
YES
*
NO
1 Are you currently in litigation with the City of Marysville or any of its agents? □ □
2 Do you represent any firm, organization or person who is in litigation with the City of Marysville? □ □
3 Do you currently represent or perform work for any clients who do business with the City of Marysville? □ □
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Marysville, or in a business which is in litigation with the City of Marysville?
□ □
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Marysville employee who has any significant role in the subject matter of this service? □ □ 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? □ □
* If the answer to any question is yes, please explain in full below. ________________________________________________________________________________________ ________________________________________________________________________________________ ________________________________________________________________________________________ ________________________________________________________________________________________ _________________________________
Signature Date
_________________________________
(Name)
_________________________________
(Company)
_________________________________
(Address)
_________________________________
(City, State, Zip)