Attachment B
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made on _____________ by and between Rincon Consultants, Inc. a California Corporation (“Contractor”) and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
1. Whereas, the City needs to conduct environmental review and prepare an environmental document for the Package Delivery Warehouse Planned Development (PD2024 -0003) Project (“Project”); and
2. Whereas, the Contractor has the experience, skills, resources, and the necessary professional licenses and certifications to qualify as Contractor to perform the needed services, and is willing to provide those services on mutually agreeable terms.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01. Term and Termination. The term of this contract is [insert text], beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. Termination is effective 14 days after deposit of notice as specified in this Agreement.
2.02. Services to be Performed. Contractor shall determine the method, details and means of providing environmental services. More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.”
2.03 City’s Duties. City’s duties under this Agreement are to cooperate with Contractor in the performance of the contract and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit “B.” Total cost shall not exceed $121,592.00 unless this agreement is amended in writing by both parties.
2.05. Insurance. Contractor shall provide insurance as listed in Exhibit “C.”
2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.
3. Contractor’s Obligations.
3.01. Minimum Amount of Service. Contractor shall devote sufficien t time to perform services under this agreement efficiently and effectively. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03. Status. Contractor (including its employees) is an independent contractor. No employer/employee relationship exists between Contractor and the City. Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this agreement.
3.04. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and
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its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and a dministrative expenses, and defense costs including, but not limited to, reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or the acts or omissions of an employee, agent or subcontractor of the Contractor. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Sect ion are not limited by the provisions of the Section relating to insurance.
3.05. Conflict of Interest. Consultant will comply with all conflict of interest laws and regulations including, without limitation, the CITY’S Conflict of Interest Code (on file in the City Clerk’s Office). All officers, employees and/or agents of CONSULTANT who will be working on behalf of the City pursuant to this Agreement, may be required to file Statements of Economic Interest. Therefore, it is incumbent upon the CONSULTANT or CONSULTING FIRM to notify that CITY of any staff changes relating to this Agreement.
A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B, will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B.
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Initials
B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT’S work product will be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to Disclosure Category “1” of the CITY’S Conflict of Interest Code.
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Initials
4. Miscellaneous
4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CONTRACTOR, listed below . All notices shall be addressed as follows unless a written c hange is filed with the City:
To City: To Contractor:
City of Santa Maria Rincon Consultants, Inc.
Community Development Department 1530 Monterey Street, Suite D Attn: Cody Graybehl, Senior Planner San Luis Obispo, CA 93401 110 S. Pine Street, Room 101
Santa Maria, CA 93458
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If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required un der this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance With Laws, etc. Contractor shall comply with all laws including , but not limited to, the rules and policies of the City, in performing this agreement.
4.03. Integration. This agreement constitutes the entire agreement of the parties with respect to t he subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.
4.04. Interpretation. This agreement shall be interpreted in accordance with t he laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. The provisions of this agreement are severable. If any p art of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09. Submittals. In addition to any oth er submittals required by this agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this project.
4.10 Prevailing Wage. If applicable, Contractor and all subContractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Cod e. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully set forth her ein.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
CONTRACTOR CITY OF SANTA MARIA
________________________ _________________________
By: Megan Jones By: Chenin Dow
Managing Principal Community Development Director
APPROVED AS TO FORM:
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City Attorney
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EXHIBIT “A”
SERVICES TO BE PEFORMED
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EXHIBIT “B”
PAYMENT TERMS
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EXHIBIT “C”
INSURANCE