REQUEST FOR QUALIFICATIONS
Request for Qualifications for On-Call Permit and Code
Enforcement Services
Important Dates
Questions due: Monday, April 15th, 2024
Question responses posted (no later than): Monday, April 22nd, 2024
Statements of Qualifications deadline: Monday, May 6th, 2024
Community Development Department
City of Salinas
65 West Alisal Street, Salinas, CA 93901
Contact: David Gonzalves, Assistant Director
Email: [email protected]
SUMMARY OF REQUEST
The City of Salinas (the City) is seeking to establish a list of qualified consulting firms (Consultants) to perform professional services for permit administration, plan review, building inspections, code enforcement and special projects on an “on-call” basis.
OVERVIEW and BACKGROUND
Salinas is the largest city in the County of Monterey and serves as the county seat. Known as the “salad bowl of the world”, the community is surrounded by agricultural lands which drive its economy and shape its heritage. The city lies about 100 miles south of San Francisco and approximately 10 miles inland of the Monterey Peninsula. Salinas has grown tremendously over the past sixty years, with a population of less than 30,000 in 1960, to over 160,000 residents today. Diversity is one of Salinas’ strengths, with 75 percent of residents identifying as Hispanic/Latino.
Salinas has been fortunate to have significant development and business interest. In 2023, the City’s Permit Center issued 2,247 permits with a valuation of over $100 million. In addition to the current volume of development, the City of Salinas has two future growth areas with approved Specific Plans containing between 6,827 and 8,251 residential units.
The anticipated influx of additional construction requires the City to seek additional professional services and experience to augment internal capacity. This may be as either a technical consultant managing a project or as an extension of City staff. The City will review qualifications and create a list of on-call consultants. The City does not expect team responses will necessarily include each focus area, or expertise in every aspect of each focus area. As appropriate, the City may conduct additional competitive processes prior to awarding contracts for more specific scopes of work. Selection for an on-call list does not guarantee work or a commitment to enter into a contract with the consultant. Once approved by City Council, the list shall be valid for a three (3) year period.
SCOPE OF SERVICES
The services listed under each focus area represent the types of tasks most likely to be requested,
Focus Area 1
Permit Administration
o Provide permit clerical and technician assistance to support to the Permit Center. o Counter, and customer services related to receiving and distributing permit applications.
o Receive, process and issue building permits and coordinate the plan check and inspection process, including the tracking and routing of building plans, and filing of building permit applications.
o Input information into the City’s permit tracking system. o Monitor and track the status of building permit applications and plan check for expiration and notify applications prior to the expiration of their building permits. o Provide public information regarding building permit applications, plan check, and inspection services and related matters.
o Identify and collect all required fees for building permit applications and other Permit services based on the City’s most current fee schedule.
Focus Area 2
Plan Check
o Perform building plan checks.
o Perform architectural, structural, plumbing, mechanical, and electrical plan check review for buildings and structures for compliance with applicable Federal and State laws, building and safety codes, City ordinances, and acceptable engineering practices.
o Review and approve building/structural revisions to plans required during construction.
o Upon request of the City, attend meetings connected with the plan review for high priority projects, as needed.
o Performing an independent evaluation of the applicant’s estimate of the value of the construction project and immediately informing the Building Official or designee if there is a discrepancy between the applicant’s estimate and the City’s or industry standards and practices.
o Interfacing with permits applicants or their representatives to clarify plan check comments as required.
o Signing all approved plans as the “plans examiner of record” in accordance with standard Building Department practice.
o Entering plan check comments and inspection results into the City’s permitting software system
o Provide problem solving methods for unique or challenging plan check or code interpretation issues.
Focus Area 3
Building Inspections
o Provide building inspection services by fully trained/certified inspectors for all construction regulated by all applicable Federal, State and City building and safety codes/ordinances.
o Inspect buildings and structures, for which building permits have been issued, for compliance with the approved plans and applicable codes and ordinances. o Enforce conditions of approval associated with discretionary permits regarding building and safety regulations, as adopted by the City. o During inspections, issue stop/correct work notices, or notices of violation when violations of the above referenced codes and regulations occur. o Input daily inspection information into the City’s computer permit tracking system.
o Upon request of the City, shall provide building inspection services during the course of the construction to enforce compliance with the Conditions of Approval, provisions of the City's Building laws, and the Code requirements set forth on the approved plans for which a permit was issued.
o Ability to serve as a resource and provide information on City regulations to property owners, residents, businesses, the general public and other City departments.
Focus Area 4
Code Enforcement
o Perform field surveys, investigate, and document violations of City zoning, building, nuisance, and property maintenance laws, file complaints against violators.
o Prepare and issue warnings, Notice of Violations, Letters of Non-Compliance, citations, and other additional reports for code violations. o Communicating with violators to establish a path to compliance and set deadlines for compliance.
o Maintaining up-to-date case files with necessary case information, documents, and photos.
o Performing other related duties in support of code enforcement program objectives.
Focus Area 5
Special Projects
o Assemble and review existing City policies, ordinances, and conditions pertaining to the Permit and Code Enforcement division operations, and document any areas of insufficient, incomplete, or missing information. Based on this review develop a timetable for the preparation or revision of policies, ordinances, and conditions, and present a report to Assistant Director for consideration. o Establish, update, and organize forms in compliance with City requirements, regulations, adopted standards, State or other laws and ordinances necessary for the operation of the Building Division, including “hand-out” sheets, which explain building permit application processing procedures identified as being provide by the City. These forms should be in a uniform, easy to understand and visually compelling format.
o As significant large projects are received that require outside services, the City may provide a project scope to the consultants on the approved list with demonstrated expertise in the services requested. Each consultant would then provide a scope of work and not-to-exceed cost estimate. The City will review, identify and negotiate the best scope, base budget, and base fee schedule into a mutually acceptable professional services agreement.
o Provide other professional services as authorized by the City.
RESPONSE FORMAT
In order to expedite and maintain consistency in the evaluation process, each response to this RFQ shall be organized in accordance with this section. Statements of Qualifications will be evaluated based on the criteria listed below. Submissions shall contain thorough description and analysis of the following information in the order presented below:
1. Brief Cover Letter/Letter of Introduction and Executive Summary (three page maximum)
o Introduction to the consultant.
o Identification of core services/areas of expertise.
o Identification of which focus areas for which the consultant wishes to be considered.
o Indication that the consultant has the availability and time to dedicate personnel and resources necessary to provide on-call services.
o The name, title and telephone number of the prospective consultant’s designated lead contact person for communications pertaining to this Request.
2. Firm Experience and Qualifications
o A general description of the services provided by the proposer’s firm and sub- consultant; the qualifications of each team member providing the requested services and their experience working with municipal departments, commissions, elected officials, and the community.
o A list of representative projects completed by the firms and individuals proposed to work on this project that best exemplify the scope of services requested in this RFQ.
o For each project reference, include the project name, the client contact, the client’s phone number and email, the dates the work was accomplished, and a brief description of the work accomplished.
o Consultant document samples for similar projects.
o A brief biography or resume of each team member.
3. Fee Structure
o A comprehensive fee schedule, including hourly rates for all positions and classifications of individuals that may be involved. The City will review, identify and negotiate the best scope, base budget, and base fee schedule into a mutually acceptable professional services agreement.
o Include similar information for any potential sub-contractor(s) if applicable. o A sample billing invoice.
4. General Contract Requirements
o Proof of Insurability . A brief statement or certificate of insurance from an acceptable insurance company setting forth that insurance coverage as required in the attached sample contract, at a minimum, will be available at the time of commencement of the project. The City reserves the right to request additional insurance coverages and amounts through the final Agreement negotiated between the City and consultant selected.
o Concurrence with contract provisions. A brief statement that the proposer concurs with the provisions of the City’s standard contract as attached to the RFQ. Under certain circumstances, and subject to the discretion of the City, some provisions of the contract may be modified upon final contract negotiations with the selected consultant.
RESPONSE SUBMITTAL
Responses shall be submitted electronically, via email attachments or links, to:
David Gonzalves, Assistant Director
Email: [email protected]
All submittals shall be received by the Department no later than Monday, May 6 th, 2024 by 4:30
pm.
In addition to name and address of Consultant, include name, title, e-mail address, and telephone number of the individual the City should contact with questions regarding the response. And of the individuals within the firm, authorized to commit the firm to a contract.
INQUIRIES
Any questions regarding this RFQ may be emailed to [email protected] by Monday, April 15th, 2024. All submitted questions and responses will be posted on the City’s PlanetBids website as an addendum one week after the close of the question period. No questions regarding this RFQ will be answered over the phone. Proposers that contact City personnel or City Council members after the City releases the RFQ shall be disqualified. All addenda shall become part of this RFQ.
A signed copy of any addendum shall be included in the proposal.
CITY PROCESS
Responses will be evaluated to determine qualifications by a panel of City staff with relevant experience. Consultants deemed qualified shall be placed on an on-call list subject to City Council approval. Once approved by City Council, the list shall be valid for three years. As projects are scheduled or received that require outside services, the City may provide a project scope to the consultants on the approved list with demonstrated expertise in the services requested. Each consultant would then provide a scope of work and not -to-exceed cost estimate based upon their fee schedule. The City will review, identify the best scope and budget, and will negotiate a mutually acceptable professional services agreement. Depending on budget, City Council approval may be required to execute a final agreement . If the City and selected consultant are not able to reach an agreement, the City will consider the next highest ranked consultant.
The City reserves the right to request additional information from any and all prospective firms as deemed necessary by the City in order to evaluate the responses. This process may not be used, however, as an opportunity to submit missing documentation or to make substantive revisions to the original response. Each prospective firm submitting a proposal in response to this Request for Qualifications agrees that the preparation of all materials and presentation for submittal to the City is at the prospecti ve firm’s sole cost and expense, and the City will not, under any circumstances, be responsible for any costs or expenses incurred by a prospective firm.
CONDITIONS AND RESPONSIBILITIES OF REQUEST
1. General Conditions. The City of Salinas reserves the right to (1) reject any or all responses, (2) waive informalities in the responses, and ( 3) take whatever action or make whatever decision it determines to be in the best interest of the City. All responses will remain in effect for at least ninety (90) days from the date of submission. Any contract agreement shall not be binding or valid with the City unless a nd until it is executed by authorized representatives of the City and of the Selected Consultant.
The City reserves the right to request additional information from any and all prospective firms as deemed necessary by the City in order to evaluate the responses. This process may not be used, however, as an opportunity to submit missing documentation or to make substantive revisions to the original response.
A prospective firm may withdraw their proposal at any time prior to the date and the time which is set forth herein as the deadline for submittal of proposals.
2. Liability of Costs and Responsibility. Each prospective firm submitting a statement of qualification in response to this Request for Qualifications (RFQ) agrees that the preparation of all materials and presentation for submittal to the City is at the prospective firm’s sole cost and expense, and the City will not, under any circumstances, be responsible for any costs or expenses incurred by a prospective firm.
Prospective firms are responsible for making necessary investigations and examination of records. Failure to do so will not act to relieve any condition of the proposed agreement or the requirements set out in the RF Q. It is mutually understood and agreed that the submission of a statement of qualification shall be considered conclusive evidence that the prospective firm has made such examinations and investigations. No request for modification of a statement of qualification shall be considered after its submission on the grounds that the prospective firm was not fully informed as to any fact or condition.
The selected Consultant shall be required to assume responsibility for all services offered in the statement of qualification whether or not they possess them within their organization. The selected consultant will be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract.
3. Standard Agreement . A sample professional services agreement is attached for the proponent’s reference. It is the responsibility of the prospective consultant to be familiar with and be prepared to accept the terms of this standard contract (if awarded future services). In some instances, contract provisions can be modified after review and approval of the City during final contract negotiations. Overall, however, the provisions in this contract are those preferred by the City for the engagement of consulting services relating to the RF Q. If any of the terms and conditions contained in the standard agreement are not agreeable, these should be identified specifically, otherwise it will be assumed that the Consultant is willing to enter into the agreement as it is written. Failure t o identify contractual issues can be a basis for City to disqualify a consultant.
4. Insurance. Consultant shall, throughout the duration of project, maintain comprehensive general liability and property insurance covering all operations of Consultant, its agents and employees, performed in connection with the project in the amounts and in the types of coverages shown in the sample professional services agreement.
5. Non-Discrimination/Non-Preferential Treatment. The successful Consultant shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, in connection with or related to the performance of City contracts.
6. Rights to Submitted Materials. All responses and related correspondence, reports, charges, schedules, exhibits and other documentation submitted with the proposal (electronically or physically) will become the property of the City and a matter of public record. All documents submitted in response to the RFQ will be subject to disclosure if requested by a member of the public. There are a very limited number of narrow exceptions to these disclosure requirements.
Any information that a prospective consultant considers confidential, the disclosure of which would be an unwarranted invasion of personal privacy, should be submitted in a sealed envelope marked "CONFIDENTIAL; NOT PUBLIC RECORDS." During the selection process, the City will keep such information confidential and will not disclose it except as may be required under applicable law, including the California Public Records Act. This means that, depending on the nature or timing of the request, or future court decisions, that information may not remain private and may be publicly disclosed. Once the selection process is completed, the City will return this information to the Consultant if not selected. Budgets and cost proposals submitted by proposers shall not be considered confidential or proprietary and may be subject to disclosure.
7. Prohibition of Gifts. City staff and officials are subject to several legal and policy limitations regarding receipt of gifts from persons, firms, or corporations either engaged in business with the Agency, or proposing to do business with the City. The offering of any illegal gift shall be grounds to disqualify a Consultant. To avoid even the appearance of impropriety, Proponents and Selected Consultant should not offer any gifts or souvenirs, even of minimal value, to City officers or employees.
8. Use of Subcontractors. Consultants must obtain the City’s prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation.
ATTACHMENTS
1. Professional Services Agreement Template
Form: Professional Services Agreement v. November 2023 Page 1 of 16 [Consultant Name]
[Agreement Month and Year]
AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND
[CONSULTANT’S LEGAL NAME]
Form: Professional Services Agreement v. November 2023 Page 2 of 16 [Consultant Name]
[Agreement Month and Year]
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. ................................................................................................. 6
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 .......................................................................................................................... 8
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. .............................................................................................................. 9
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
Form: Professional Services Agreement v. November 2023 Page 3 of 16 [Consultant Name]
[Agreement Month and Year]
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation. .......................................................................................................... 10
34. Warranty of Authority........................................................................................................ 10
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements .............................................................................................. 12 Exhibit B- Scope of Service .......................................................................................................... 15
Form: Professional Services Agreement v. November 2023 Page 4 of 16 [Consultant Name]
[Agreement Month and Year]
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND [EXACT LEGAL NAME]
This Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this ____ day of ______, 202_, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and [EXACT LEGAL NAME], a [California corporation/limited liability company/dba/etc.] (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. The project contemplated and the scope of Consultant’s services are described in Exhibit B, attached hereto and incorporated herein by reference.
2. Term; Completion Schedule. This Agreement shall commence on [XXX], and shall terminate on [XXX], 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 of [or as set forth in Exhibit B]. The total amount of compensation to be paid under this Agreement shall not exceed [____].
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:
(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.
Form: Professional Services Agreement v. November 2023 Page 5 of 16 [Consultant Name]
[Agreement Month and Year]
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.
(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) [City Manager Name], 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
Form: Professional Services Agreement v. November 2023 Page 6 of 16 [Consultant Name]
[Agreement Month and Year]
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.
10. Indemnification and Hold Harmless.
Consultant shall defend, indemnify, and hold harmless the City and its officers, officials, employees, volunteers, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder, including the performance of work of any of Consultant’s subcontractors or agents, or Consultant’s failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City.
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.
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.
Form: Professional Services Agreement v. November 2023 Page 7 of 16 [Consultant Name]
[Agreement Month and Year]
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.
(C) In the event that this Agreement is terminated by City for any reason, Consultant shall:
(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
Form: Professional Services Agreement v. November 2023 Page 8 of 16 [Consultant Name]
[Agreement Month and Year]
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.
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.
Form: Professional Services Agreement v. November 2023 Page 9 of 16 [Consultant Name]
[Agreement Month and Year]
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:
[Contact Information for Consultant including Title, Address, Email, and Phone #]
(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.
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
Form: Professional Services Agreement v. November 2023 Page 10 of 16 [Consultant Name]
[Agreement Month and Year]
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.
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
Form: Professional Services Agreement v. November 2023 Page 11 of 16 [Consultant Name]
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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
____________________________
Jim Pia
Interim City Manager
APPROVED AS TO FORM:
_________________________
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
___________________________________
By (Printed Name): ___________________
Its (Title): ___________________________
Form: Professional Services Agreement v. November 2023 Page 12 of 16 [Consultant Name]
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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 Liabi lity (“CGL”): Insuranc e 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).
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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 C ity 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 o f 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.
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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.
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Exhibit B- Scope of Service
[Scope of Service; Compensation]