Agenda Packet — Salinas City Council, May 7, 2024 (part 6 of 9)

January 2020
DocuSign Envelope ID: 257AC3C2-B61C-455E-83FE-550EB023974F 1 RATE SHEET
City of Salinas August 29, 2022
Proposal for On‐Call Consultant Services
www.FinanceDTA.com

RATE SHEET
DTA shall be remunerated for services based on a time and materials basis at the hourly rates shown in Table 1, with invoices being submitted to the City of Salinas (the “City”) monthly.

Table 1: Fee Schedule
Labor Category Labor Rate
President/Managing Director $295/Hour
Senior Vice President $260/Hour
Vice President $240/Hour
Senior Manager $205/Hour
Manager $195/Hour
Senior Associate $185/Hour
Associate III $175/Hour
Associate II $165/Hour
Associate I $150/Hour
Research Associate II $140/Hour
Research Associate I $125/Hour
In addition to fees for services, the City shall reimburse DTA for out‐of‐pocket and administrative expenses by paying a charge equal to 3% of DTA’s monthly billings for labor, plus travel expenses and any outside vendor payments. All hourly rates for services shall not change for the first year of the agreement but shall be subject to an annual cost‐of‐living increase thereafter.

DocuSign Envelope ID: 257AC3C2-B61C-455E-83FE-550EB023974F Job Category
Hourly
Billing Rate
(2022)

MANAGEMENT
President $294
Principal Engineer/Scientist $271
Senior Project Manager $255
Project Manager $240

ENGINEERING AND SCIENCE
Senior Engineer $223
Senior Associate Engineer $207
Associate Engineer $184
Junior Engineer $146
Senior Water Resources Specialist or Hydrologist $190
Associate Water Resources Specialist or Hydrologist $169 Junior Water Resources Specialist or Hydrologist $136
Senior Scientist $196
Associate Scientist $158
Junior Scientist $125

TECHNICAL
Senior Programmer/Web Developer $217
Associate Programmer/Web Developer $163
Civil Designer $153
CADD Technician $130
Senior GIS Analyst $174
Associate GIS Analyst $141

PRODUCTION AND ADMINISTRATIVE
Senior Graphics Artist $163
Staff Graphics Artist $120
Senior Technical Editor $136
Technical Editor $114
Contract Administrator $163
Administrative/Clerical $87
Water Resources Intern $59

BILLING RATE SCHEDULE
DocuSign Envelope ID: 257AC3C2-B61C-455E-83FE-550EB023974F

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RESOLUTION NO. 22637 (N.C.S.)

A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE CITY OF SALINAS AND MOORE TWINING ASSOCIATES, INC; EARTH SYSTEMS PACIFIC; AND TWINING, INC. FOR ON-CALL MATERIAL TESTING SERVICES WHEREAS, on April 14, 2021 the Salinas City Council approved a resolution for the Quality Assurance Program; and
WHEREAS, the Quality Assurance Program requires testing of materials to ensure construction materials conform to the project specifications; and WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide construction material testing services to assure that the materials incorporated into the construction projects meet the contract specification requirements; and WHEREAS, in February 2023, the City of Salinas engaged in a Request for Qualifications process to identify firms with the requisite qualifications to provide material testing services; and WHEREAS, on March 3, 2023, Public Works staff received five (5) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top three (3) firms based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected material testing firms will be based on an additional qualifications-based selection process; and WHEREAS, the City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).

NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council hereby approves the Master Service Agreements between the City of Salinas and Moore Twining Associates, Inc., Earth Systems Pacific, and Twining, Inc. to provide material testing services for various City of Salinas Public Works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and DocuSign Envelope ID: 7AC1BE85-3DD7-4074-828F-DE71D2445EEE Page | 2
BE IT FURTHER RESOLVED, that the City Engineer is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.

PASSED AND APPROVED this 18th day of April 2023, by the following vote:

AYES: Councilmembers Barrera, Gonzalez, Osornio, Rocha, Sandoval and Mayor Craig NOES: None
ABSENT: Councilmember McShane
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: 7AC1BE85-3DD7-4074-828F-DE71D2445EEE

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Version: November 2023
AGREEMENT —AMENDMENT NO. 1 TO

MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN

EARTH SYSTEMS PACIFIC AND CITY OF SALINAS
This Amendment No. 1 to the Master Service Agreement for Professional Services (the “Amendment”) is entered into this 21st day of March 2024, by and between the City of Salinas (the “City”) and Earth Systems Pacific, (the “Consultant.”) City and Consultant may be individually referred to herein as a “Party” and collectively the City and Consultant may be referred to as the “Parties.”

RECITALS
WHEREAS, the City and Consultant first entered into a Master Service Agreement for Professional Services effective April 4th, 2023, pursuant to which Consultant agreed to act as and provide certain services to the City for compensation (the “Agreement”); and
WHEREAS, the City and Consultant desire to amend the Agreement to reflect the revised term in the compensation to be paid to the consultant.

NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:

TERMS

1. Amendment to Term Number 3 – “Compensation”. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation as shown on Exhibit B, on a project-by-project basis. For a total cumulative amount not exceed three million dollars ($3,000,000).

2. All other covenants, terms, and conditions set forth in the Agreement and not amended by this Amendment shall remain in full force and effect as if fully set forth herein.

IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City and Consultant have entered into this Agreement as of the date first written above.

CITY OF SALINAS
___________________________________
Jim Pia, Interim City Manager
APPROVED AS TO FORM:
___________________________________
□ Christopher A. Callihan, City Attorney
□ Rhonda Combs, Assistant City Attorney

EARTH SYSTEMS PACIFIC
____________________________________
Printed name: ________________________
Title: ________________________________
DocuSign Envelope ID: 9582B4CD-15AE-43FA-8477-75D78B762C9B Nathan Stoopes
Senior VP, Managing PRincipal
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RESOLUTION NO. 22637 (N.C.S.)

PASSED AND APPROVED this 18th day of April 2023, by the following vote:

MASTER SERVICE AGREEMENT

FOR PROFESSIONAL SERVICES

BETWEEN

THE CITY OF SALINAS AND

MOORE TWINING ASSOCIATES,
INC.

Form: Professional Services Agreement v. January 2021 Page 1 of 15 Moore Twining Associates, Inc.

April 2023
DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

April 2023

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Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4

1. Scope of Service. ................................................................................................................. 4

2. Term; Completion Schedule. ............................................................................................... 4

3. Compensation. ..................................................................................................................... 4

4. Billing. ................................................................................................................................. 4

5. Meet & Confer. .................................................................................................................... 5

6. Additional Copies................................................................................................................. 5

7. Responsibility of Consultant................................................................................................ 5

8. Responsibility of City. ......................................................................................................... 5

9. Acceptance of Work Not a Release. .................................................................................... 6

10. Indemnification and Hold Harmless.. .................................................................................. 6

11. Insurance.............................................................................................................................. 6

12. Access to Records................................................................................................................ 6

13. Non-Assignability................................................................................................................ 6

14. Changes to Scope of Work. ................................................................................................. 7

15. Ownership of Documents. ................................................................................................... 7

16. Termination.......................................................................................................................... 7

17. Compliance with Laws, Rules, and Regulations. ................................................................ 8

18. Exhibits Incorporated........................................................................................................... 8

19. Independent Contractor........................................................................................................ 8

20. Integration and Entire Agreement........................................................................................ 8

21. Jurisdiction and Venue......................................................................................................... 8

22. Severability .......................................................................................................................... 9

23. Notices. ................................................................................................................................ 9

24. Nondiscrimination................................................................................................................ 9

25. Conflict of Interest. ............................................................................................................ 10

26. Headings. ........................................................................................................................... 10

27. Attorneys’ Fees.................................................................................................................. 10

28. Non-Exclusive Agreement................................................................................................. 10

29. Rights and Obligations Under Agreement......................................................................... 10

30. Licenses.............................................................................................................................. 10

31. Counterparts....................................................................................................................... 10 DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

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32. Legal Representation. ........................................................................................................ 10

33. Joint Representation........................................................................................................... 11

34. Warranty of Authority........................................................................................................ 11

35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements.............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15 DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

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MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SALINAS AND MOORE TWINING ASSOCIATES, INC.

This Master Service Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 18th day of April, 2023, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Moore Twining Associates, Inc., a California corporation (hereinafter “Consultant”).

RECITALS
WHEREAS, Consultant represents that he, she, or it is specially trained, experienced, and competent to perform the special services which will be required by this Agreement; and WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions.

NOW, THEREFORE, City and Consultant agree as follows:

TERMS

1. Scope of Service. It is understood by City and Consultant that Consultant performs or secures the performance of Material Testing and related services for the City on an on-going basis. On each occasion Consultant performs services for City, Consultant shall advise the City in writing of the scope of services to be provided, and the cost of, and estimated time to perform the services. Consultant shall not proceed to perform any such service until City and Consultant have established a project cost, a completion schedule, and a time period for performance, and the City has given its written authorization to perform. Written approval for performance and compensation may be granted by the City Engineer.

2. Term; Completion Schedule. This Agreement shall commence on April 18, 2023, and shall terminate on April 18, 2028, unless extended in writing by either party upon (30) days written notice. This Agreement may be extended only upon mutual written consent of the parties, and may be terminated only pursuant to the terms of this Agreement.

3. Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation as shown on Exhibit B.

4. Billing. Consultant shall submit to City an itemized invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice.

Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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(A) A brief description of services performed;
(B) The date the services were performed;
(C) The number of hours spent and by whom;
(D) A brief description of any costs incurred; and
(E) The Consultant’s signature.

Any such invoices shall be in full accord with any and all applicable provisions of this Agreement.

City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. The City shall process undisputed portion immediately.

5. Meet & Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by the City to ensure timely and adequate performance of the Agreement.

6. Additional Copies. If City requires additional copies of reports, or any other material which Consultant is required to furnish as part of the services under this Agreement, Consultant shall provide such additional copies as are requested, and City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.

7. Responsibility of Consultant. By executing this Agreement, Consultant agrees that the services to be provided and work to be performed under this Agreement shall be performed in a fully competent manner. By executing this Agreement, Consultant further agrees and represents to City that the Consultant possesses, or shall arrange to secure from others, all of the necessary professional capabilities, experience, resources, and facilities necessary to provide the City the services contemplated under this Agreement and that City relies upon the professional skills of Consultant to do and perform Consultant’s work. Consultant further agrees and represents that Consultant shall follow the current, generally accepted practices in this area to the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the projects for which the services are rendered under this Agreement.

8. Responsibility of City. To the extent appropriate to the projects to be completed by Consultant pursuant to this Agreement, City shall:
(A) Assist Consultant by placing at its disposal all available information pertinent to the projects, including but not limited to, previous reports and any other data relative to the projects. Nothing contained herein shall obligate City to incur any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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(B) Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by Consultant, and render verbally or in writing as may be appropriate, decisions pertaining thereto within a reasonable time so as not to delay the services of Consultant.
(C) Steve Carrigan, City Manager, or his designee, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services. City may unilaterally change its representative upon notice to the Consultant.
(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.

9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.

11. Insurance. Consultant shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit A hereto.

12. Access to Records. Consultant shall maintain all preparatory books, records, documents, accounting ledgers, and similar materials including but not limited to calculation and survey notes relating to work performed for the City under this Agreement on file for at least three (3) years following the date of final payment to Consultant by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during Consultant’s usual and customary business hours.

Consultant shall provide proper facilities to City’s representative(s) for such access and inspection.

13. Non-Assignability. It is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shall be prepared describing such changes.

Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.

15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.

16. Termination.
(A) City shall have the authority to terminate this Agreement, upon ten days written notice to Consultant, as follows:
(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or
(2) For any reason whatsoever.
(B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the Consultant’s rates shown in Exhibit B and/or Section 3 of this Agreement, except that:
(1) In the event of termination by the City for Consultant’s default, City shall deduct from the amount due Consultant the total amount of additional expenses incurred by City as a result of such default. Such deduction from amounts due Consultant are made to compensate City for its actual additional costs incurred in securing satisfactory performance of the terms of this Agreement, including but not limited to, costs of engaging another consultant(s) for such purposes. In the event that such additional expenses shall exceed amounts otherwise due and payable to Consultant hereunder, Consultant shall pay City the full amount of such expense. shall:
(C) In the event that this Agreement is terminated by City for any reason, Consultant DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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(1) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and (2) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.
(D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.
(E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.

17. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.

18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.

19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.

20. Integration and Entire Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.

21. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.

Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.

23. Notices.
(A) Written notices to the City hereunder shall, until further notice by City, be addressed to:

City Manager
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
With a copy to:

City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
(B) Written notices to the Consultant shall, until further notice by the Consultant, be addressed to:

Harry D. Moore
President
[email protected]
2527 Fresno Street
Fresno, CA 93721
(C) The execution of any such notices by the City Manager shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the City Manager to execute any such notice. (D) All such notices shall either be delivered personally to the other party’s designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.

24. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

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25. Conflict of Interest. Consultant warrants and declares that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which will render the services required under the provisions of this Agreement a violation of any applicable local, state or federal law. Consultant further declares that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code Chapter 2A that apply to Consultant as the result of Consultant’s performance of the work or services pursuant to the terms of this Agreement.

26. Headings. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.

27. Attorneys’ Fees. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys’ fees in addition to such costs as may be allowed by the Court. City’s attorneys’ fees, if awarded, shall be calculated at the market rate.

28. Non-Exclusive Agreement. This Agreement is non-exclusive and both City and Consultant expressly reserves the right to contract with other entities for the same or similar services.

29. Rights and Obligations Under Agreement. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.

30. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its representatives, agents or subcontractors by federal, state or local law, Consultant warrants that such license has been obtained, is valid and in good standing, and that any applicable bond posted in accordance with applicable laws and regulations.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

32. Legal Representation. Each party affirms that it has been represented, if it so chose, by legal counsel of its own choosing regarding the preparation and the negotiation of this Agreement and the matters and claims set forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
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33. Joint Representation. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.

34. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Agreement. Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Agreement for it, to enter into this Agreement.

35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. The failure to provide notice of any breach of this Agreement or failure to comply with any of the terms of this Agreement shall not constitute a waiver thereof.

Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. A waiver by the City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.

CITY OF SALINAS
Steve Carrigan
City Manager
APPROVED AS TO FORM:
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney

CONSULTANT
By (Printed Name):

Its (Title):

Digitally signed by Harry D. Moore
DN: C=US, [email protected],
O="Moore Twining Associates, Inc.",
OU="President, Principle Engineer",
CN=Harry D. Moore
Date: 2023.03.24 09:56:59-07'00'
DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Jim Pia
Assistant City Manager
Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

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Exhibit A- Insurance Requirements
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. With respect to General Liability and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A)Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) CG 00 01 covering CGL on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consultant has no owned autos, hired and non-owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C)Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D)Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per policy period of one year.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

April 2023

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Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

April 2023

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Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.

DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298 Form: Professional Services Agreement v. January 2021
Moore Twining Associates, Inc.

April 2023

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Exhibit B- Fee Schedule
DocuSign Envelope ID: 0B63CE93-92C2-4AC9-B9DC-BECB94074298

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RESOLUTION NO. 22637 (N.C.S.)

PASSED AND APPROVED this 18th day of April 2023, by the following vote:

MASTER SERVICE AGREEMENT

FOR PROFESSIONAL SERVICES

BETWEEN

THE CITY OF SALINAS AND
TWINING, INC.

Form: Professional Services Agreement v. January 2021 Page 1 of 16 Twining, Inc.

April 2023
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Twining, Inc.

April 2023

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