Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND UNITED
WAY MONTEREY COUNTY
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 108168
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Contents
RECITALS ..................................................................................................................................... 3 TERMS ........................................................................................................................................... 3
1. Scope of Service. ................................................................................................................ 3
2. Term; Completion Schedule. .............................................................................................. 3
3. Compensation. .................................................................................................................... 3
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............................................................................................................. 10
25. Conflict of Interest. ........................................................................................................... 10
26. Headings. .......................................................................................................................... 11
27. Attorneys’ Fees ................................................................................................................. 11
28. Non-Exclusive Agreement. ............................................................................................... 11
29. Rights and Obligations Under Agreement. ....................................................................... 11
30. Licenses............................................................................................................................. 11
31. Counterparts. ..................................................................................................................... 11 Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 109169
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
32. Legal Representation. ....................................................................................................... 11
33. Joint Representation. ......................................................................................................... 11
34. Warranty of Authority....................................................................................................... 11
35. No Waiver of Rights. ........................................................................................................ 12
36. Subject to Availability of Funds ....................................................................................... 12
37. Levine Act Disclosure Compliance (Cal Government Code Sec. 84308). ....................... 12
38. Electronic Execution of Agreement .................................................................................. 12 Exhibit A- Insurance Requirements .......................................................................................... 13 Exhibit B - Scope of Service..................................................................................................... 16 Exhibit C – Funding Sources & Allowable Uses ..................................................................... 19 Exhibit D – Year 1 Projected Timeline .................................................................................... 21 Exhibit E – Expense Report Sample Form ............................................................................... 22
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 110170
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND UNITED WAY MONTEREY COUNTY
This Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 1st day of September 2026, by and between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and United Way Monterey County, a 501(c)(3) nonprofit in California (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 September 1, 2026, and shall terminate on September 1, 2028.
3. Compensation. The City's maximum payment obligation to Consultant under this Agreement shall not exceed the amounts set forth below, drawn from the funding sources and allowable uses identified in Exhibit C. Amounts representing Consultant's own in- kind contributions are not payable by the City and are stated here solely to reflect total program value. The total estimated two-year program value is $893,250, comprised of an estimated $452,625 in Year 1 and $440,625 in Year 2.
Year 1. The City's maximum payment obligation to Consultant for Year 1 shall not exceed Seventy-One Thousand Dollars ($71,000). The City will also pursue a non- competitive implementation grant of One Hundred Fifty Thousand Dollars ($150,000) from the Cities for Financial Empowerment and will utilize One Hundred Thousand Dollars ($100,000) of that grant for Year 1; this amount is a pass-through grant disbursement and is not a payment obligation of the City's own funds. The City will disburse the CFE funds to the Consultant promptly upon receipt and in accordance with the approved CFE budget and Consultant should not be obligated to deliver CFE-funded activities before those funds have been received and formally obligated.
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Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
In addition to the foregoing payment obligations, the City will contribute Nineteen Thousand Five Hundred Sixty-Two Dollars ($19,562) in in-kind staff support time, and the Consultant shall provide Two Hundred Sixty-Two Thousand Sixty-Three Dollars ($262,063) in in-kind contributions, toward Year 1 program implementation. Combined, these amounts result in a total estimated Year 1 program value of Four Hundred Fifty- Two Thousand Six Hundred Twenty-Five Dollars ($452,625)
Year 2. Continuation of services into Year 2 is contingent upon the availability of grant funding and other financial resources. The City does not anticipate a payment obligation to Consultant for Year 2 from City funds. Of the One Hundred Fifty Thousand Dollars ($150,000) CFE Fund implementation grant, the remaining Fifty Thousand Dollars ($50,000) is allocated to Year 2, contingent upon the Consultant satisfying the CFE Fund's funding verification requirements.
In addition, the City will contribute Nineteen Thousand Five Hundred Sixty-Two Dollars ($19,562) in in-kind staff support time, consistent with Year 1, and the Consultant shall maintain in-kind contributions of Two Hundred Sixty-Two Thousand Sixty-Three Dollars ($262,063), consistent with Year 1. Combined with the $50,000 CFE Fund disbursement, these amounts total Three Hundred Thirty-One Thousand Six Hundred Twenty-Five Dollars ($331,625), leaving an estimated funding gap of One Hundred Nine Thousand Dollars ($109,000) against the total estimated Year 2 program value of $440,625.
During Year 1, the City shall convene a funders roundtable in partnership with the Consultant and the CFE Fund and collaborate in good faith to identify and pursue public, private, and philanthropic funding opportunities to close this gap. Any additional funding awarded or otherwise made available shall be incorporated into this Agreement through one or more contract funding amendments. The Consultant shall not perform services or incur costs in excess of the amount then obligated unless authorized by a written contract funding amendment. Consultant has discretion to amend the budget as operationally needed not to exceed the original or amended budgets.
4. Billing. City shall distribute the compensation to the Consultant as a lump-sum payment in accordance with this Agreement. Consultant shall submit to City a monthly financial expense report, prepared in a form satisfactory to City, describing the services performed and the expenses and costs for the period covered by the report. Except as specifically authorized by the City. The 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) The budget category or line item (per Exhibit C) to which the expenditure relates to (Counselor salary, Training, Equipment, Marketing);
(B) The amount expended in that category during the reporting period ; Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 112172
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
(C) The cumulative amount expended to date in the category, against the total allocated; (D) A brief narrative description of major expenditures in that category and (E) Signature of Consultant’s Finance Director or Authorized Representative
Each financial expense report shall be in full accord with any and all applicable provisions of this Agreement.
If Consultant submits a financial report which is incorrect, incomplete, or not in accord with the provisions of this Agreement, a correct and complying report should be submitted by Consultant. The previously mentioned billing method shall not apply to the CDBG funds received from this Agreement. Consultant shall follow the invoicing and reporting of the CDBG Agreement.
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.
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Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
(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, or his designee, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services. City may unilaterally change its representative upon notice to the Consultant.
(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.
9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.
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.
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Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shall be prepared describing such changes. Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.
15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.
16. Termination.
A) City shall have the authority to terminate this Agreement, upon ten days written notice to Consultant, as follows:
(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or
(2) For any reason whatsoever.
B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the fund allocations shown in Exhibit C and/or Section 3 of this Agreement, except that:
(3) 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:
(4) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 115175
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
(5) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.
D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.
E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.
17. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.
18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.
19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.
20. Integration and Entire Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.
21. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas. Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 116176
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.
23. Notices.
A) Written notices to the City hereunder shall, until further notice by City, be addressed to:
Rene Mendez
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 117177
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
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:
Katy Castagna,
CEO/President
United Way Monterey County
232 Monterey St, Ste 200
Salinas, CA 93901
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 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 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.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 118178
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
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 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.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 119179
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
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.
36. Subject to Availability of Funds. In the event that the City Council, or other governing body, fails to appropriate or budget sufficient funds for the continuation of this agreement, or should funds become unavailable for any other reason, the City reserves the right to terminate this agreement upon written notice. This termination shall be effective as of the last day of the fiscal year for which funds were appropriated. Upon such termination, the Consultant will be limited to compensation for satisfactory services rendered up to the termination date.
37. Levine Act Disclosure Compliance (Cal Government Code Sec. 84308). Consultant hereby affirms and warrants that it has not contributed to the campaign of any elected or appointed City official an amount totaling more than $500 within twelve (12) months of the effective date of this Agreement, except as Consultant has disclosed within its Levine Act Disclosure Form submitted by Consultant to the City. Consultant agrees, that in the event it makes any contributions subject to the Levine Act’s disclosure requirements within twelve (12) months of the effective date of this Agreement, that it will file a Levine Act Disclosure Form (or Forms). Consultant acknowledges this duty of disclosure and that the City has made the Levine Act Disclosure Form(s) readily available on the City’s public internet site under Your Government / Transparency section for Consultant’s continuous compliance.
38. Electronic Execution of Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and shall be deemed to include electronic signatures or electronic records (including, without limitation, DocuSign and AdobeSign), each of which shall be of the same legal effect, validity, enforceability, and admissibility as a handwritten signature.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.
CITY OF SALINAS
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 120180
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
____________________________
René Mendez, City Manager
APPROVED AS TO FORM:
_________________________
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
___________________________________
By (Printed Name): ___________________
Its (Title): ___________________________
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 President and CEO
Katy Castagna
8/11/2026 | 9:08 AM PDT
121181
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
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”): 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 Consult ant has no owned autos, hired and non -owned, with limit s 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).
Primary Coverage
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Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Dat e 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.
Verification of Coverage
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Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
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 City is an additional insured on insurance required from such sub-consultants and/or subcontractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 124184
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Exhibit B - Scope of Service
SERVICE REQUIREMENTS
The Consultant:
1. Shall furnish all equipment, materials, goods, labor, and services necessary for providing financial counseling services. Services shall include, but shall not be limited to, the following: retaining staff, securing counseling sites, providing counseling services and day-to-day management.
2. Be required to employ and pay the salary and benefits for the Program Manager from September 1st, 2026 through September 1st , 2028, subject to the availability of funds and obligation of funds as provided under Term 3, Compensation, of this Agreement.
3. Be required to employ and pay the salary and benefits for two Financial Counselors between September 1st, 2026 through September 1st, 2028, dependent on the hiring date and subject to the availability of funds and obligation of funds as provided under the Term 3, Compensation, of this Agreement.
4. Begin providing counseling services following the execution of this Agreement and confirmation of available funding with the goal of commencing counseling services no later than January 2027, as detailed in the projected timeline set forth in Exhibit D.
5. Provide counseling sessions in multiple locations within the city limits. The locations, as agreed upon by the Consultant and the City must meet the following requirements:
a. Geographic areas within close proximity to an MST bus route, b. Compliant with the Americans with Disabilities Act.
c. Public building; and
d. Near where partner organizations are located.
6. Provide access to translation and interpretation services.
7. Must provide counseling services on evenings and weekends, and provide telephone and digital based counseling services as agreed upon by the Consultant and the City.
8. Financial counselors should have a minimum of two years of work experience, with some background in finance, financial education, counseling/coaching, or social service delivery. Counselors should also have expertise in one of the following: financial services, social work, financial planning coaching/mentoring, teaching, or other related fields. Financial Counselors should ideally be bilingual, speaking English as well as one other language prevalent in the geographic areas or target populations they serve.
9. The Consultant’s Program Manager and counselors must complete training from a “CFE Certified Training Partner”, including a code of ethics training.
10. The Consultant’s counselors must take and pass a Cities for Financial Empowerment Fund (CFE) approved training (based on CFE Fund standards) and undergo continuing education. Training shall include cultural and socioeconomic competency courses.
11. The Consultant must provide the City with proof that its employees have completed all the required trainings, specifically counselor certificates and signed code of ethics forms.
Any financial training shall be completed before December 31st, 2026.
12. Shall retain staff, secure counseling sites and provide day-to-day management in accordance with the Financial Empowerment Center (FEC) Model requirements including but not limited to, free one-on-one counseling, integration with a range of services, counselor training based on the CFE Fund’s training standards, data collection, and active partnership with the City, to manage the work.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 125185
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
13. The Contractor must meet benchmarks on average number of financial counseling sessions per full-time counselor and average number of outcomes per full-time counselor.
The benchmarks are:
1. First Year (12 Months from the Program Start Date in January) a. At a minimum, conduct an average of 400-500 sessions per year per full-time counselor.
b. Achieve an average of 100-150 outcomes per year per full-time counselor
2. Second Year:
a. At a minimum, conduct an average of 600-700 sessions per year per full-time counselor.
b. Achieve an average of 200-250 outcomes per year per full-time counselor.
14. Provide a full-time Program Manager who will oversee the delivery of the financial counseling and coaching and serve as the main contact person between the Consultant and the City. The Program Manager shall perform at a minimum the following services; a. Supervise overall program implementation, and management; and support service delivery, including monitoring efforts and troubleshooting. b. Provide oversight of Financial Counselors and their work, including but not limited to service delivery, counselor training and Code of Ethics adherence, data entry and progress towards target goals.
c. Update the City on all organizational staffing matters that could impact the FEC initiative
15. Support all partnership development efforts to ensure FEC counselors are deployed effectively, including working closely with the City’s Economic Development Staff to identify, develop and maintain such partnerships, fundraising opportunities, and conduct outreach to initiate partnerships, and monitor progress.
16. Participate in regular meetings with the City, and the CFE Fund, to review progress on goals, identify additional innovations and opportunities, and to make modifications to the program, as needed.
17. Use the Financial Empowerment Center database (“FECBOT”) for at least the duration of the CFE Fund’s grant to monitor efforts and create and share reports.
18. Participate in all training, including training on the model, database, and any continuing education sessions.
19. Participate in all learning community activities, along with other FEC staff members when applicable, including sharing accomplishments, best practices and lessons learned with the broader field.
20. Follow CDBG reporting requirements for Year 1 as covered in Exhibit C. Prepare a mid- year report and end of year report for the City of Salinas for Year 1 and Year 2. The selected partner shall follow CFE’s reporting requirements.
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 126186
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 127187
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Exhibit C – Funding Sources & Allowable Uses
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 128188
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 129189
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Exhibit D – Year 1 Projected Timeline
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 130190
Form: Professional Services Agreement v. March 2026
United Way Monterey County
August 2026
Exhibit E – Expense Report Sample Form
Docusign Envelope ID: 03564949-536B-8358-81D1-B92ABFF812D4 131191