Form: Professional Services Agreement v. January 2021 Page 1 of 16 CSG Consultants, Inc.
February 2023
MASTER SERVICE AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND CSG
CONSULTANTS, INC.
Form: Professional Services Agreement v. January 2021 Page 2 of 17 CSG Consultants, Inc.
February 2023
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
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32. Legal Representation. ........................................................................................................ 10
33. Joint Representation. .......................................................................................................... 10
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements .............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15
Form: Professional Services Agreement v. January 2021 Page 4 of 17 CSG Consultants, Inc.
February 2023
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND CSG CONSTULTANTS, INC.
This Master Service Agreement for Professional Services (the “A greement” and/or “Contract”) is made and entered into this 7th day of February 2023, between the City of Salinas, a California Charter city and m unicipal corporation (hereinafter “City”), and CSG Consultants, Inc. (dba CSG), 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 the City and Consultant that Consultants performs or secures the performance of Project Management and Design Con sultant Services, and related services for the City on an on-going basis. On each occasion Consultant performs services for the 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 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 auth orization to perform. Written approval for performance and compensation may be granted by the Community Development Department, Housing Division Planning Manager.
2. Term; Completion Schedule. This Agreement shall commence on February 7, 2023, and shall terminate on February 7, 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 Cons ultant for services rendered th e City pursuant to this Agreement on a time and materials basis accord ing to the rates of compensation as set forth in 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 C ity for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:
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February 2023
(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 an y costs incurred; and
(E) The Consultant’s signature.
Any such invoices shall be in full accord with any and all appl icable 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 incorre ct, incomplete, or not in accord with the provisions of this Agreement, City shall not be obliga ted 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 c opies of reports, or any other m aterial 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 Agr eement shall be performed in a fully competent manner. By executing this Agreement, Consultan t further agrees and represents to City that the Consultant possesses, or shall arrange to secu re from others, al l of the necessary professional capabilities, experience, resources, and facilitie s 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 furt her agrees and represents that Consultant shall follow the current, generally accepted practic es 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 t he projects to be completed by Consultant pursuant to this Agreement, City shall:
(A) Assist Consultant by placing at its disposal all available inf ormation pertinent to the projects, including but not l imited to, previous reports an d any other data relative to the projects. Nothing contained he rein shall obligate City to incu r any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.
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(B) Examine all studies, reports, sketches, drawings, specification s, 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 Cit y’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive informatio n, interpret and define City’s policies and decisions with respect to materials, equipment, el ements, and systems pertinent to Consultant’s services. City may unilaterally change its repres entative upon notice to the Consultant.
(D) Give prompt written notice to Cons ultant 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 hold harmless, defend, and indemnify City and its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the work described herein, ca used in whole or in part by any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them m ay be liable, except where caused by the active negligence, 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 in spection, audit, and copying at reasonable times during Consultant ’s usual and customary busine ss 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 professi onal 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
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time and compensation of such change in scope and notify City i n writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shal l be prepared describing such c hanges. Execution of the amendment by City and Consultant shall constitute the Consultan t’s notice to proceed with the changed scope.
15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photo graphs, computer software (if purchased on the City’s behalf), video and audio tapes, softwar e 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 t o 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 th e City for Consultant’s defaul t, City shall deduct from the amount due Consultant the total amount of addit ional 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 suc h additional expenses shall exceed amounts otherwise due and payable to Consultant hereunde r, 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 cea se all services on this project, unless otherwise directed by City; and
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(2) Deliver to City all documents, data, reports, summaries, corres pondence, photographs, computer software out put, video and audio tapes, a nd 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 complet e d f o r m ; h o w e v e r , notwithstanding the provisions of Section 15 herein, City may c ondition 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 th is 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 independe nt contractor and not an employe e of the City. Consultant expressly warrants not to represent, at any time or in any mann er, 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 gov erned 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.
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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:
Peykan Abbassi, PE, Principal-in-Charge
CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404
[email protected]
(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 ot her party’s designee named above, or shall be deposit ed in the United States Mail, p roperly 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 no t discriminate against any employe e or applicant for employment b ecause of race, color, religion, ancestry, creed, sex, national or igin, 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, di rect or indirect, financial o r 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 dec lares that, in the performance of this
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Agreement, no subcontractor or person having such an interest s hall 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 wit h the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code C hapter 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 awa rded, shall be calculated at the market rate.
28. Non-Exclusive Agreement. This Agreement is non-ex clusive and both City and Consultant expressly reserves the right to contract with other e n t i t i e s f o r t h e s a m e o r s i m i l a r services.
29. Rights and Obligatio ns 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 ev idence 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, e ach 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 cho se, 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 t hem has read this Agreement and is fully aware of its contents and its legal effect. Neither part y 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 case s be construed as a whole, according to its fair meaning, and not st rictly for or against any party. No presumptions or rules of interpr etation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.
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34. Warranty of Authority . Each party represents and warrants that it has the right, pow er, 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 brea ch 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 a nd executed this Agreement on t he date first written above.
CITY OF SALINAS
____________________________
Steve Carrigan
City Manager
APPROVED AS TO FORM:
_________________________
Ƒ Christopher A. Callihan, City Attorney, or
Ƒ Rhonda Combs, Assistant City Attorney
CONSULTANT
___________________________________
By (Printed Name): ___________________
Its (Title): ___________________________
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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-owne d, 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 Statuto ry Limits, and Employer’s Liability Insurance with a limit of no l ess 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 p e r o c c u r r e n c e o r c l a i m , $2,000,000 aggregate per policy period of one year.
If the Consultant maintains broader coverage and/or higher limi ts 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 vo lunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of wor k or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or ope rations. 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 describ ed 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, empl oyees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officia ls, 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 coverag e shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subro gation 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 necessa ry 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 e mployees, 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 eli minate such self-insured retentions as respects the City, its officers, officials, employees, and v olunteers; 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. Bes t’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 Dat e prior to the Agreement effec tive 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 require d 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 veri fy that all sub-consultants an d/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 Consu ltant 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- Fee Schedule
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Version: November 2022
AGREEMENT —AMENDMENT NO. 1 TO
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
CSG CONSULTANTS, INC. AND THE CITY OF SALINAS
This Amendment No. 1 to the Master Service Agreement for Professional Services (the “Amendment”) is entered into this 14th day of November 2023, by and between the City of Salinas (the “City”) and CSG Consultants, Inc. , (the “Consultant” or “CSG”). 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 February 7, 2023, pursuant to which Consultant agreed to provide certain services to the City for compensation (the “Agreement”); and
WHEREAS, the City and Consultant desire to amend the Agreement further clarify the scope of service and define the roles between the City and Consultant; and WHEREAS, the City and Consultant desire to amend the Agreement to stipulate an amount not to exceed $882,042 for the Natividad Creek Park Restroom Rehabilitation, Sherwood Recreation Center – Phase IV, Chinatown Navigation Center Building Improvements and Shower Trailer Installation, and Chinatown Neighborhood Improvements projects, as specified in CSG’s proposals and to clarify the scope of service.
NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:
TERMS
1. The Agreement, “Section 1. Scope of Service”, is amended to restate in this section the following:
It is understood by the City and Consultant that Consultants performs or secures the performance of design, inspection, project, construction management, labor compliance services, environmental services to comply with the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act (NEPA) , and related services for the City on an on-going basis for the following Capital Improvement Projects (CIPs):
1) Natividad Creek Park Restroom Rehabilitation
a. Not To Exceed Amount: $200,773
b. Scope of Work
i. Inspection Services
ii. Project Management
iii. Construction Management
iv. Labor Compliance (Davis-Bacon and Prevailing Wages) 2) Sherwood Recreation Center – Phase IV,
a. Not To Exceed Amount: $322,378
b. Scope of Work
i. Design
ii. Inspection Services
DocuSign Envelope ID: 8980389C-AEEF-4F44-8658-4412A1150D44
Version: November 2022
iii. Project Management
iv. Construction Management
v. Labor Compliance (Davis-Bacon and Prevailing Wages)
vi. CEQA and NEPA Environmental Services
3) Chinatown Navigation Center Building Improvements and Shower Trailer Installation, and a. Not To Exceed Amount: $128,891
b. Scope of Work
I. Design
II. Inspection Services
III. Project Management
IV. Construction Management
V. Labor Compliance (Davis-Bacon and Prevailing Wages)
VI. CEQA Environmental Services
4) Chinatown Neighborhood Improvements projects.
a. Not To Exceed Amount: $230,000
b. Scope of Work
I. Design
II. Inspection Services
III. Project Management
IV. Construction Management
V. Labor Compliance (Davis-Bacon and Prevailing Wages)
VI. CEQA and NEPA Environmental Services
Under this agreement, CSG shall not render any construction work for any of the previously stated projects. CSG will assist the City in the preparation of the project specifications, but the City shall be responsible for releasing the Call for Bids for each of the projects . CSG will also assist in reviewing bid proposals received, but the City will ultimately be responsible for accepting a lowest bid proposal from a qualified General Contractor (GC) through a competitive close d-bid process for each project per the City’s requirements. CSG shall not enter into any construction contracts on behalf of the City for any of the previously stated projects, as that will be the responsibility of the City.
CSG will also assist the City with environmental services for the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) as well as Labor Compliance for all projects. Labor Complian ce will include Davis -Bacon and California Prevailing Wage monitoring and regulations. CSG will follow the City of Salinas Labor Compliance Program approved by City Council on October 27, 2020.
The City shall collect all required documentation through the Call for Bids and will ensure all City, State, and Federal grant requirements are met before entering into a Construction Contract with a qualified General Contractor, and any subcontractors included under the General Contractor.
On each occasion the Consultant performs services for the City, the Consultant shall advise the City in writing of the scope of services to be provided and the cost of, and estimated time to perform services. Consultant shall not proceed to perform any such service until City a nd 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 Community Developme nt Director. The DocuSign Envelope ID: 8980389C-AEEF-4F44-8658-4412A1150D44
Version: November 2022
Community Development Director authorization shall be limited to the maximum not to exceed amount stipulated in this Amendment as outlined in Section 3 and the scope of services outlined in Section 1.
2. The Agreement, “Section 3. Compensation”, is amended to restate in this section the following:
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 set forth in Exhibit B an amount not to exceed Eight Hundred and Eighty-Two Thousand and Forty-Two dollars ($882,042.00) and set forth in proposals submitted by CSG for each individual project.
3. The Agreement, “Section 14. Changes to Scope of Work.” , is amended to restate in t his section the following:
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, de termine 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.
Should CSG bring on additional subconsultants not specified in their original Request for Qualifications Proposal for Master Services to perform any design, inspection, project and construction management, labor compliance, and CEQA/NEPA environmental services, these subconsultants shall be competitively procured, insurance certificates provided to the City, and require approval from the Community Development Director before bringing the subconsultant(s) under agreement.
4. 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 CSG Consultants, Inc.
By: By:
Jim Pia, Interim City Manager Cyrus Kianpour, President APPROVED AS TO FORM:
By:
Christopher A. Callihan, City Attorney
Rhonda Combs, Assistant City Attorney
DocuSign Envelope ID: 8980389C-AEEF-4F44-8658-4412A1150D44
Version: November 2022
AGREEMENT —AMENDMENT NO. 2 TO
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
CSG CONSULTANTS, INC., AND CITY OF SALINAS
This Amendment No. 2 to the Master Service Agreement for Professional Services (the “Amendment”) is entered into this 12th day of March 2024, by and between the City of Salinas (the “City”) and CSG Consultants, Inc., (the “Consultant” or “CSG”). 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 February 7, 2023 , pursuant to which Consultant agreed to act as and provide certain services to the City for compensation (the “Agreement”); and WHEREAS, on November 14, 2023, the City and Consultant entered into Amendment No. 1 to the Agreement to clarify the scope of service, define the roles between City and Consultant and to establish a not to exceed compensation amount of $882,042; and
WHEREAS, the City and Consultant desire to further amend the Agreement to increase the not to exceed amount to $1,054,420 for the Natividad Creek Park Restroom Rehabilitation, Sherwood Recreation Center – Phase IV, Chinatown Navigation Center Building Improvements and Shower Trailer Installation, and Chinatown Neighborhood Improvements projects, as specified in CSG’s proposals; and NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:
TERMS
1. The Agreement, “Section 1. Scope of Service” is amended to increase the not to exceed amount for the Sherwood Recreation Center – Phase IV to $411,906 and to establish a not to exceed amount of $312,850 for Chinatown Neighborhood Improvements projects, and to restate each project scope of work.
It is understood by the City and Consultant that Consultants performs or secures the performance of design, inspection, project, construction management, labor compliance services, environmental services to comply with the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act (NEPA), and related services for the City on an on -going basis for the following Capital Improvement Projects (CIPs):
1) Natividad Creek Park Restroom Rehabilitation
a. Not To Exceed Amount: $200,773
b. Scope of Work
i. Inspection Services
ii. Project Management
iii. Construction Management
iv. Labor Compliance (Davis-Bacon and Prevailing Wages)
2) Sherwood Recreation Center – Phase IV,
a. Not To Exceed Amount: $411,906
DocuSign Envelope ID: 7A6F3399-43F5-4AB3-9570-0CAEA82FED52
Version: November 2022
b. Scope of Work
i. Design
ii. Project Management
iii. CEQA and NEPA Environmental Services
3) Chinatown Navigation Center Building Improvements and Shower Trailer Installation, and a. Not To Exceed Amount: $128,891
b. Scope of Work
I. Design
II. Project Management
III. CEQA Environmental Services
4) Chinatown Neighborhood Improvements projects.
a. Not To Exceed Amount: $312,850
b. Scope of Work
I. Design
II. Project Management
III. CEQA and NEPA Environmental Services
Under this agreement, CSG shall not render any construction work for any of the previously stated projects. CSG will assist the City in the preparation of the project specifications, but the City shall be responsible for releasing the Call for Bids for each of the projects . CSG will also assist in reviewing bid proposals received, but the City will ultimately be responsible for accepting a lowest bid proposal from a qualified General Contractor (GC) through a competitive close d-bid process for each project per the City’s requirements. CSG shall not enter into any construction contracts on behalf of the City for any of the previously stated projects, as that will be the responsibility of the City.
CSG will also assist the City with environmental services for the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) as well as Labor Compliance for all projects. Labor Compliance will include Davis -Bacon and California Prevailing Wage monitoring and regulations. CSG will follow the City of Salinas Labor Compliance Program approved by City Council on October 27, 2020.
The City shall collect all required documentation on the Call for Bids and ensure all City, State, and Federal grant requirements are met before entering into a Construction Contract with a qualified General Contractor , and any subcontractors included unde r the General Contractor . On each occasion the Consultant performs services for the City, the Consultant shall advise the City in writing of the scope of services to be provided and the cost of, and estimated time to perform 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 p erformance and compensation may be granted by the Community Development Director. The Community Development Director authorization shall be limited to the maximum not to exceed amount stipulated in this Amendment and as outlined in Section 1 and Section 3.
2. The Agreement, “Section 3. Compensation”, is amended to restate in this section the following:
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 compensa tion as set forth in Exhibit B an DocuSign Envelope ID: 7A6F3399-43F5-4AB3-9570-0CAEA82FED52
Version: November 2022
amount not to exceed One Million Fifty-Four Thousand Four Hundred dollars ($1,054,420) as set forth in proposals submitted by CSG for each individual project.
3. All other covenants, terms, and conditions set forth in the Agreement, Amendment No. 1 and not amended by this Amendment No. 2 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 CSG Consultants, Inc.
By: By:
Jim Pia, Interim City Manager Cyrus Kianpour, President
APPROVED AS TO FORM:
By:
Christopher A. Callihan, City Attorney
Rhonda Combs, Assistant City Attorney
DocuSign Envelope ID: 7A6F3399-43F5-4AB3-9570-0CAEA82FED52