Master Professional Services Agreement Page 1 of 11
Form approved by the City Attorney 3-17-16
CITY OF SANTA ROSA
M
ASTER PROFESSIONAL SERVICES AGREEMENT
WIT
H ___________
AGREEMENT NUMBER _________
This “Agreement” is made as of this ____day of_______________, 2025 by and between the City of Santa Rosa, a municipal corporation ("City"), and ___________ [insert business name], [insert type of legal entity] ("Consultant").
RECITALS
A. On __________ , City issued a Request for Statements of Qualifications (“RSQ”) for the provision of professional services for the City, the general scope of which services are described in the RSQ.
B. Consultant submitted a Statement of Qualifications in response to the City’s RSQ and further represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described in the RSQ and render advice to City in connection with these services.
C. The parties have negotiated upon the terms pursuant to which Consultant will provide such services and have reduced such terms to writing.
AGREEM
ENT
NOW, T
HEREFORE, City and Consultant agree as follows:
1. SCOPE O
F SERVICES
a. Consult
ant shall provide City with professional services in accordance with the terms and provisions of this Agreement.
b. City has the r
ight, at its sole and absolute discretion, to request a “Proposal” or “Proposals” from Consultant for the performance of project specific services and to issue “ Project Work Orders ” to Consultant, substantially in the f orm attached as Exhibit A, for the performance of such services. The City is under no obligation to issue any Project Work Orders under this Agreement.
c. The
parties agree that Project Work Orders shall incorporate the terms and conditions of this Agreement and that upon execution by the parties, a Project Work Order shall be deemed a separate contract for services. In case of any conflict among the terms and conditions in this Agreement, the Project Work Order, or Consultant’s Proposal, the order of preceden ce and control shall be as follows: (i) the Agreement; (ii) fully executed Project Work Order, with respect to the project to which it applies; and then (iii) the Proposal.
EXHIBIT B
Master Professional Services Agreement Page 2 of 11
Form approved by the City Attorney 3-17-16
2. COMPENSATION
a. As compensation for the performance of services rendered pursuant to a Project Work Order , City shall pay Consultant on a cost reimbursement basis at the hourly rate set forth in Consultant’s current fee schedule, in an amount not to exceed the total compensation set forth in the Project Work Order. Consultant shall submit monthly statements to City, which statements shall itemize the work and services performed to the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for the next period. With the exception of invoices for final payments or dormant projects, invoices for less than $500 will be processed with the following month’s invoice.
Each invoice shall identify:
▪ Exact title of Project Work Order
▪ Project Work Order number
▪ Original Project Work Order amount
▪ Subsequent Project Work Order amendment amount(s)
▪ Previously billed amount(s)
▪ Total amount received by Consultant to date for work under the Project Work Order
▪ Amount remaining allocated but unpaid under the Project Work Order
▪ Outstanding invoice numbers/amounts
▪ Percent of the total project completed
▪ Personnel who have worked on the project
▪ Number of hours each worked during the period covered by the invoice
▪ Hourly charges using the same staff and professional
classifications as used in the applicable fee schedule for each Project Work Order
b. Payments prescribed herein shall constitute all compensation to Consultant for all costs of service s, including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant, its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant’s invoice.
c. The City’s Chief Financial Officer is authorized to pay all proper claims from various accounts identified upon the execution and completion of Project Work Orders.
3. DOCUMENTATION; RETENTION OF MATERIALS
a. Consultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement.
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Form approved by the City Attorney 3-17-16
b. Consultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time.
c. C onsultant shall maintain the records and any other records related to the performance of each project under this Agreement, and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years following the termination of this Agreement.
4. INDEMNITY
a. Indemnity. Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents (“Indemnified Parties”) from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in the performance of services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City.
b. Insurance Policies; Intellectual Property Claims. The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this Section 4, nor shall the limits of such insurance limit the liability of Consultant hereunder. This Section 4 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this Agreement and all Project Work Orders.
5. INSURANCE
Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, “Insurance Requirements .” Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Consultant in exchange for City’s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement. Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In the event Consultant, with a pproval of City pursuant to Section 6 below, retains or utilizes any Master Professional Services Agreement Page 4 of 11
Form approved by the City Attorney 3-17-16
subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverage requirements set forth in the Insurance Requirements in Attachment One.
6. ASSIGNMENT
Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City ’s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants.
7. MULTI-EMPLOYER WORKSITES
Consultant agrees to identify and comply with all relevant aspects of multi - employer worksite regulations, including awareness of its role as a controlling, exposing, creating, and/or correcting employer. Neither the professional activities of Consultant, nor the presence of Consultant or its employees and subcontractors or subconsultants at a construction/project site, shall impose any additional duty on Consultant, nor relieve general contractors of their obligations, duties, and responsibilities, including but not limited to, construction means, methods, sequence, techniques, or procedures necessary for performing, superintending and coordinating work in accordance with contract documents and any health or safety precautions required by any regulatory agencies. Consultant, and its personnel, have no authority to exercise control over any construction contractor or its employees in connection with safety programs or procedures. C ity agrees that general contractors are solely responsible for jobsite and worker safety. However, Consultant shall promptly notify g eneral contractors and C ity if Consultant observes an imminent and flagrant threat to life or safety at a jobsite, consistent with normal standards of professional care specifically applicable to Consultant’s employees, subconsultants or subcontractors present at a jobsite.
8. TERMINATION
a. This Agreement and any specific Project Work Order m ay be terminated by either party by giving ten (10) days written notice to the other party of its intent to terminate the Agreement or Project Work Order, as the case may be. A notice of termination, terminating the Agreement shall effect a termination of any and all outstanding Project Work Orders, unless otherwise specified in such notice. A notice of termination with respect to a Project Work Order only shall not effect a termination of this Agreement, nor any other outstanding Project Work Order.
b. Upon any such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement, including all outstanding Project Work Orders, or with respect to the Master Professional Services Agreement Page 5 of 11
Form approved by the City Attorney 3-17-16
terminated Project Work Order only, as the case may be. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not in any manner be liable for lost profits that might have been made by Consultant had the Agreement or Project Work Order not been terminated or had Consultant completed the services required by this Agreement or any Project Work Order. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control . All such documents shall be the property of City without additional compensation to Consultant.
9. NOTICES
Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below.
Service may also be made by mail, by placing first -class postage, and addressed as indicated below, and depositing in the United States mail to:
City Representative:
[Include name of Project
Manager]
[Include Address, Telephone and
Facsimile Number]
Consultant Representative:
[Include name of Project
Manager]
[Include Address, Telephone and
Facsimile Number]
10. INDEPENDENT CONTRACTOR
a. It is understood and agreed that Consultant (including Consultant’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Consultant nor Consultant’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of this Agreement, and Consultant shall be issued a Form 1099 for its services hereunder. As an independent contractor, Consultant hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Consultant’s employees or by any third party, including but not limited to any state or federal agency, that an employer - employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement.
b. It is further understood and agreed by the parties hereto that Consultant, in the performance of Consultant’s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Consultant for accomplishing such results. To the extent that Consultant obtains Master Professional Services Agreement Page 6 of 11
Form approved by the City Attorney 3-17-16
permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Consultant’s sole discretion based on the Consultant’s determination that such use will promote Consultant’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Consultant use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
c. If, in the performance of this Agreement, any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Consultant. It is further understood and agreed that Consultant shall issue W -2 or 1099 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel and subcontractors.
d. The provisions of this Section 10 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Consultant. Consultant may represent, perform services for, or be employed by such additional persons or companies as Consultant sees fit.
11. ADDITIONAL SERVICES
Changes to the scope of services shall be by wri tten amendment to thisAgreement or Purchase Work Order, as the case may be, and shall be paid for on the hourly rate basis set forth in the then current and applicable fee schedule, if made part hereof, or as mutually agreed by Consultant and City prior to the provision of any such additional services.
12. TIME OF PERFORMANCE
Consultant shall not begin work under this Agreement until the full execution and receipt of a written Project Work Order and a notice to proceed from City, but in no event prior to delivering a fully executed agreement and Project Work Order to City and obtaining and delivering the required insurance coverage, and satisfactory evidence thereof, to City. Consultant shall thereafter work diligently and continuously to provide all the required services and activities described therein. Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City.
13. STANDARD OF PERFORMANCE
Consultant shall perform all services performed under this Agreement and all Project Work Orders in the manner and according to the standards currently observed by a competent practitioner of Consultant’s profession in California. All products of whatsoever Master Professional Services Agreement Page 7 of 11
Form approved by the City Attorney 3-17-16
nature that Consultant delivers to City shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Consultant’s profession, and shall be provided in accordance with any schedule of performance. Consultant shall assign only competent personnel to perform services under this Agreement and all Project Work Orders. Consultant shall notify City in writing of any changes in Consultant’s staff assigned to perform the services under any Project Work Order prior to any such performance. In the event that City, at any time , desires the removal of any person assigned by Consultant to perform services under this Agreement or any Project Work Order, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Consultant shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person.
14. CONFLICTS OF INTEREST
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement or any Project Work Order. Consultant further covenants that in the performance of this Agreement or any Project Work Order, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of City. Consultant agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement and all Project Work Orders.
15. CONFLICT OF INTEREST REQUIREMENTS
The City’s Conflict of Interest Code requires that individuals who qualify as “consultants” under the Political Reform Act, California Government Code sections 87200 et seq., comply with the conflict of interest provisions of the Political Reform Act and the City’s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term “consultant” generally includes individuals who make governmental decisions or w ho serve in a staff capacity. In the event that the City determines, in its sole discretion, that Consultant is a “consultant” under the Political Reform Act, Consultant shall cause the following to occur within 30 days after execution of the applicable Project Work Order: (1) Identify the individuals who will provide services or perform work under the Project Work Order as “consultants ,” and (2) Ca use these individuals to file with the City’s Representative the “assuming office” statements of economic interests required by the City’s Conflict of Interest Code. Thereafter, throughout the term of the Project Work Order, Consultant shall cause these individuals to file with the City Representative annual statements of economic interests, and “leaving office” statements of economic interests, as required by the City’s Conflict of Interest Code. The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed.
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Form approved by the City Attorney 3-17-16
16. CONFIDENTIALITY OF CITY INFORMATION
During performance of this Agreement, Consultant may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Consultant agrees to protect all City Information and treat it as strictly confidential, and further agrees that Consultant shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of City. In addition, Consultant shall comply with all City policies governing the use of the City network and technology systems. A violation by Consultant of this Section 16 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.
17. CONSULTANT INFORMATION
a. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Consultant pursuant to this Agreement. In this Agreement, the term “information” shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer m odels, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.
b. Consultant shall fully defend, indemnify and hold harmless City, its officers and employees, and each and every one of them, from and agains t any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Consultant pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Consultant not later than ten (10) days after City is served with any such claim, action, lawsuit or other proceeding, provided that City’s failure to provide such notice within such time period shall not relieve Consultant of its obligations hereunder, which shall survive any termination or expiration of this Agreement.
c. All proprietary and other information received from Consultant by City, whether received in connection with Consultant’s RSQ or in connection with any Project Work Order, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Consultant of any request for the disclosure of such information. Consultant shall then have five (5) Master Professional Services Agreement Page 9 of 11
Form approved by the City Attorney 3-17-16
days from the date it receives such notice to enter into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Consultant shall have sole responsibility for defense of the actual “trade secret” designation of such information.
d. The parties understand and agree that any failure by Consultant to respond to the notice provided by Ci ty and/or to enter into an agreement with City, in accordance with the provisions of subsection c, above, shall constitute a complete waiver by Consultant of any rights regarding the information designated “trade secret” by Consultant, and such information shall be disclosed by City pursuant to applicable procedures required by the Public Records Act.
18. MISCELLANEOUS
a. Entire Agreement: This Agreement contains the entire agreement between the parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect.
b. Modification: No modification or change to the terms of this Agreement or any Project Work Order will be binding on a party unless in writing and signed by an authorized representative of that party.
c. Successors and Assigns: City and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representati ves and assigns of such other party in respect of all promises and agreements contained herein.
d. Consultant Not Agent: Except as City may specify in writing, Consultant and Consultant’s personnel shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant and Consultant’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.
e. Compliance with Laws: Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) (“ADA”), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code s ections 17 20, et seq. , which require prevailing wages (in accordance with Department of I ndustrial Relations (“DIR”) determinations at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant.
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Form approved by the City Attorney 3-17-16
The City will not award Project Work Orders to Consultant for the performance of services that are considered “public works” under Labor Code section 1720 unless Consultant and its subconsultants, if any, are registered with the DIR pursuant to Labor Code section 1725.5. If the services to be performed are subject to the prevailing wage requirements of Labor Code sections 1720, et seq., registration with the DIR will be required.
f. Discrimination Prohibited. With respect to the provision of services under this Agreement, Consultant agrees not to discriminate against any person because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of that person.
g. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court.
h. Waiver of Rights. Neither City acceptance of, or payment for, any service performed by Consultant, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
i. Incorporation of Attachments and E xhibits. The attachments and exhibits to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions herein contained.
19. A UTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS
Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing [enter type of entity], formed and in good standing under the laws of the State of [enter state of formation for corporations, LPs and LLCs], (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof.
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Form approved by the City Attorney 3-17-16
If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
Executed as of the day and year first above stated.
Consultant:
Name of Firm:__________________________
[TYPE OF BUSINESS ENTITY (check one)]:
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:_______________________
Title: ____________________________
By: _____________________________
Print Name:_______________________
Title: ____________________________
City of Santa Rosa Business Tax Cert. No.
__________________________________
CITY OF SANTA ROSA,
a Municipal corporation
By:________________________________
Print
Name:_____________________________
Director, _________________ Department
Title:______________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
_____________________________
City Clerk
Attachments:
Attachment One - Insurance Requirements
Exhibit A – Sample Project Work Order