Request for
Qualifications
ON-CALL ENVIRONMENTAL CONSULTANT SERVICES
City of Union City
Issued: April 1, 2026
Responses Due: April 15, 2026 – 5:00 P.M.
Contact: Mayank Patel, Senior Planner ([email protected]) Attachment 2
Request for Qualifications: On-Call Environmental Consultant Services
CONTENTS
1. Summary .............................................................................................................. 3
2. Introduction........................................................................................................... 3
3. Scope of Services................................................................................................. 5
4. Schedule .............................................................................................................. 6
5. Submittal Requirements ....................................................................................... 6
6. Evaluation of Responses...................................................................................... 8
7. Submittal Instructions ........................................................................................... 9
8. Contact ................................................................................................................. 9
9. Terms and Conditions........................................................................................... 9
10. Attachment(s) ..................................................................................................... 10 Request for Qualifications: On-Call Environmental Consultant Services
1. SUMMARY
The City of Union City (City) is seeking qualified consultants to prepare and process environmental review documentation for development projects and long-range planning initiatives pursuant to the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act (NEPA). Based on responses to this Request for Qualifications (RFQ), the Economic and Community Development Department intends to establish an Environmental Analysis Prequalified Consultant List (List) from which the Planning Division will select consultants for City- and privately-sponsored projects requiring environmental review expertise. The City anticipates selecting at least two consultants for inclusion on the List.
Parties (e.g., Firms; persons) submitting a Statement of Qualifications (SOQ) in response to this RFQ are referred to herein as “Respondents.” Respondents must direct any questions regarding this RFQ to Mayank Patel, Senior Planner, via email at [email protected], no later than 5:00 p.m. on April 9, 2026. Completed SOQs must be received by the City no later than 5:00 p.m. on Wednesday, April 15, 2026.
Submittals received after this deadline will not be accepted or considered.
2. INTRODUCTION
A. Background
Union City is located within the “East Bay” of the San Francisco Bay Area, at the edge of Silicon Valley. The city is along the Interstate 880 (I-880) corridor, 20 miles north of San Jose and 20 miles south of Oakland. The cities of Hayward and Fremont surround the city to the north and south. Scenic hillsides frame the eastern edge of the city, and the San Francisco baylands form the western boundary.
Union City is well connected to the regional transportation system, with I-880 and direct access to State Route 84 (Dumbarton Bridge) that connect the city to the Peninsula and Silicon Valley. The Intermodal Station is served by Bay Area Rapid Transit (BART), Union City Transit and AC Transit, and Dumbarton Express bus lines, and is planned to provide passenger rail connections in the future.
Union City is home to a diverse population of nearly 73,000 people from many different cultural, racial, ethnic, and religious groups. Over 45 percent of residents in the city were born outside the United States. This diversity is one of Union City’s greatest strengths and a unifying element of the community.
Request for Qualifications: On-Call Environmental Consultant Services
B. Purpose
The City is issuing this RFQ to establish an Environmental Analysis Prequalified Consultant List (List) to support the Planning Division with environmental impact analyses, including services under the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act (NEPA). The City invites Statements of Qualifications (SOQs) from qualified persons or firms with demonstrated expertise in environmental review, in conformance with applicable federal, state, and local regulations, including all relevant environmental review streamlining legislation.
C. Structure & Composition
Upon evaluation of submitted SOQs, the City intends to establish a List comprising at least two multi-disciplinary teams, which may utilize subconsultants, to provide on-call environmental review services. The City may also include single-focus area firms that specialize in specific fields of study.
Multi-disciplinary firms may be engaged to prepare comprehensive environmental documents, including but not limited to, Initial Studies, Mitigated Negative Declarations, Environmental Impact Reports (EIRs), Addenda, and Exemptions. Whereas single-focus area firms may be engaged to provide resource-specific analyses or technical reports for use by City staff in the preparation of Initial Studies, EIRs, and other CEQA documents.
Respondents included on the List will provide services under the terms of the City’s standard Consulting Services Agreement, which is attached to this RFQ and may be amended from time to time. The City has not yet determined whether it will enter into Master Agreements with each listed firm or execute project-specific contracts as Respondents are selected. A combination of both approaches may be utilized.
The List will have an initial term of four years. The City reserves the right to amend or revise the List at any time. Respondents included on the List will have the opportunity to update their billing rates on a biennial basis.
D. Use & Maintenance
The List will be maintained by the Planning Division and may be used in the context noted below.
Request for Qualifications: On-Call Environmental Consultant Services
• Private Projects. Respondents may be selected on an as-needed basis to prepare environmental analysis for private development projects requiring third-party environmental review.
• Planning Division Projects. Respondents may be selected for Citysponsored planning efforts, including but not limited to the preparation of longrange planning documents. • Other City Projects. The List will be made available to other City departments and divisions, which may select and contract with Respondents from the List at their discretion but are not required to do so.
E. Selection
The City reserves the right to select any Respondent from the List based on firm qualifications and the specific needs of a project. The City may solicit project-specific scopes and fee proposals from multiple firms on the List to inform its selection. Inclusion on the List does not guarantee a contract. The City may use the List at its sole discretion on an as-needed basis, and the volume and type of work assigned to any Respondent will vary depending on the nature and complexity of individual projects.
3. SCOPE OF SERVICES
The selected consultants may be engaged to facilitate, lead, or assist Planning staff with environmental review. The anticipated scope of services for on-call environmental review may include, but is not limited to, the topics/items noted in the following sections. All deliverables produced under this engagement must comply with applicable accessibility requirements under Title II of the Americans with Disabilities Act (ADA). Respondents must confirm in their SOQ their ability to produce ADA-compliant deliverables and describe their general approach to meeting this requirement.
A. Multi-Disciplinary Firms
• Preliminary review of development projects for CEQA purposes. • Environmental exemptions.
• Addenda to previously approved and certified environmental documents. • Initial Studies, including all applicable technical reports to support a defensible CEQA determination.
• Negative Declarations.
• Mitigated Negative Declarations.
• Mitigation Monitoring and Reporting Programs (MMRP).
Request for Qualifications: On-Call Environmental Consultant Services
• Environmental Impact Reports (EIRs).
• All required CEQA notices, including Notices of Intent, Preparation, and Determination.
• Peer review of CEQA documents prepared by project applicants.
B. Single-Focus Area Firms
• Biological Resource Assessments and Wetland Delineations. • Cultural Resources Assessments.
• Noise Studies.
• Native American Consultations (AB 52/SB 18).
4. SCHEDULE
This RFQ was issued on April 1, 2026. The deadline to submit questions is April 9, 2026, by 5:00 p.m., and completed SOQ must be received before 5:00 p.m. on April 15, 2026.
Please note that all dates are subject to change; any modifications will be communicated via addendum and posted on the City’s RFP, Bids, and Notices webpage. All Project correspondence will also be posted on the City’s RFP, Bids, and Notices webpage, as necessary. It is the responsibility of Respondents to monitor the webpage for updates and addenda. All submitted materials will become part of the public record. Respondents are advised not to include confidential or proprietary information in their SOQ.
5. SUBMITTAL REQUIREMENTS
To be considered for the List, Respondents must submit all of the following information listed below. The SOQ must be prepared in single-spaced type, 12-point Arial font, on equivalent of 8.5” x 11” sheets. Smaller fonts may be used for graphics labels, charts, figures, tables, and footnotes; however, such use should be applied sparingly. Pages must be numbered to show the page numbers and total number of pages (e.g., Page 1 of 10).
A. Cover Letter
Respondents shall provide a one-page cover letter, signed by an individual with authority to bind the firm. The cover letter shall include the firm’s name; a brief description of the firm and the office location that will be performing the work; and the name, title, and contact information of individual(s) authorized to bind the firm and to serve as point(s) of contact during the SOQ evaluation period.
Request for Qualifications: On-Call Environmental Consultant Services
B. Statement of Qualifications
Respondents shall provide a SOQ that does not exceed 20 double-sided pages. The SOQ shall include the following sections.
Introduction and Executive Summary
Respondents shall provide a brief introduction and executive summary, not to exceed two double-sided pages, describing the firm’s skills and experience as they relate to this RFQ.
Firm and Team Qualifications
Respondents shall provide a comprehensive overview of the firm’s background and qualifications, not to exceed 18 double-sided pages. This section should demonstrate the firm’s subject matter expertise and capacity to provide to the scope of services outlined in this RFQ, supported by brief resumes for key personnel.
Respondents shall also describe the firm’s approach to quality control, including how quality control procedures are standardized and applied across projects. Additionally, Respondents shall confirm the firm’s ability to produce deliverables that comply with the accessibility requirements of Title II of the Americans with Disabilities Act (ADA) and describe their general approach to meeting this requirement.
To demonstrate relevant experience, Respondents shall provide descriptions of no more than four projects that are representative of the firm’s experience and qualifications. For each project, Respondents shall provide:
• A summary of the work performed.
• The role of firm and key personnel that performed the task. • The role of client and/or staff.
• Adherence to project budget and schedule.
• Key outcomes or lessons learned.
Each project description is limited to two, double-sided pages. Finally, Respondents shall include a list of all clients for whom the firm has performed work within the past twelve months.
C. References
Respondents shall provide the name, address, telephone number, and email address of at least three recent clients, with preference given to references from representatives of lead agencies. Please note that where a reference reflects a conflict of interest with a specific project, the Respondent’s SOQ will be excluded from consideration for that Request for Qualifications: On-Call Environmental Consultant Services
project, and the reference will be removed from the evaluation process accordingly.
References shall not exceed more than one double-sided page.
D. Fee Schedule
Respondents shall submit a fee schedule, not to exceed two double-sided pages, that includes hourly rates for all team members and key positions. Submitted hourly rates and itemized costs may be used to negotiate contracts resulting from this RFQ. Rates assigned to specific staff and key positions will remain in effect for two years from the date of placement on the List, with an opportunity to submit an updated fee schedule on a biennial basis thereafter.
E. Standard Agreement Review & Acceptance
The City’s Standard Consulting Services Agreement (CSA) is attached to this RFQ.
Respondents are required to review the Standard CSA, which may be amended from time to time, and include a statement of agreement in their SOQ. Any questions, concerns, or objections regarding the terms of the Standard CSA must be submitted in writing as part of the SOQ response. The City will consider noted objections during the evaluation process; however, Respondents should be aware that the City's ability to modify its standard terms may be limited.
6. EVALUATION OF RESPONSES
The City intends to select Respondents that will provide the best overall value and quality of services. The City reserves the right to include Respondents on the Environmental Analysis Prequalified Consultant List on bases other than the lowest priced services.
City staff will conduct an initial review of all submitted SOQs for general responsiveness and compliance with the requirements of this RFQ. SOQs that fail to meet the minimum submittal requirements or are deemed insufficiently responsive will not be considered further.
SOQs that satisfy the minimum requirements will be evaluated by City with regard to the following:
• Overall quality and responsiveness of the SOQ.
• Relevant experience and team qualifications.
• Project management approach and practices.
• References from other projects.
• Fee schedule and cost effectiveness.
Request for Qualifications: On-Call Environmental Consultant Services
• Firm capacity (availability and ability to respond in a timely manner). • ADA compliance capability.
The City reserves the right to accept or reject any or all SOQs without penalty and to act in the best interest of the City. Acceptance of a submittal during the selection process does not constitute a contract or obligate the City to award any work.
7. SUBMITTAL INSTRUCTIONS
Reponses must be emailed as a single .pdf file, which is not to exceed 20 megabytes, to Mayank Patel at [email protected]. The email subject line must be: Response to RFQ: On-Call Environmental Consultant Services - [Name of Organization].
Responses must be submitted by 5:00 p.m. on Wednesday, April 15, 2026. Late responses will not be accepted. It is the responsibility of the Respondent to ensure the submission is received by the stated deadline. The City will acknowledge receipt of each submission once it is received; however, no submissions will be reviewed prior to the deadline.
8. CONTACT
All communications related to this RFQ must be submitted in writing via email and directed to the contact person listed below. Oral communications will not be considered official or binding to the City.
Contact Person:
Mayank Patel, Senior Planner
Economic & Community Development Department – Planning Division 34009 Alvarado-Niles Road, Union City, CA 94587
[email protected]
(510) 760-9425
9. TERMS AND CONDITIONS
A. City Rights
This RFQ does not constitute a binding offer or commitment from the City to enter into a contract. The City is under no obligation to reimburse any costs incurred in preparation and/or submission of SOQs, or in anticipation of a contract. Furthermore, the City reserves the rights noted in the following sections.
Request for Qualifications: On-Call Environmental Consultant Services
1. Postponement. The City reserves the right to delay the opening of SOQs for its convenience.
2. Rejection. The City reserves the right to reject any or all SOQs without explanation.
3. Schedule. The City reserves the right to modify, at any time, the schedule provided in this RFQ.
4. Sole Discretion. The City reserves the right to make its selection based on its own judgment and criteria.
5. Technical Corrections. The City reserves the right to correct errors or inconsistencies in the RFQ process.
6. Waivers. The City reserves the right to waive minor technicalities or irregularities in the RFQ process.
B. Liability for RFQ Errors
Respondents are solely responsible for all errors and omissions contained in their responses to the RFP.
C. Nondiscrimination
By submitting a response pursuant to this RFQ, the Respondent represents that it and its subsidiaries and any proposed individual subconsultants do not and will not discriminate against any employee or respondent for employment on the basis of race, religion, sex, color, national origin, sexual orientation, ancestry, marital status, physical condition, pregnancy or pregnancy-related conditions, political affiliations or opinion, age or medical condition.
D. Oral and Written Explanations
The City shall not be bound by oral explanations or instructions given at any time during the RFQ process or after the selection process. Written responses to questions asked by any one Respondent may be provided to all other Respondents to this RFQ.
10. ATTACHMENT(S)
1. Consulting Services Agreement
Consulting Services Agreement between City of Union City and [Consultant]
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF UNION CITY
AND
[CONSULTANT]
FOR ENVIRONMENTAL REVIEW SERVICES
This Agreement for consulting services is made by and between the City of Union City, a municipal corporation, (“City”) and [Consultant], a corporation, with offices located at Enter Address, (“Consultant”), (together referred to as the “Parties”) as of Enter Date. (the “Effective Date”).
SECTION 1. SERVICES
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services (Professional Services Agreement) attached as Exhibit A and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Terms of Services.
The term of this Agreement shall begin on the Effective Date and shall end on Enter Date., and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance.
Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel.
Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
Consulting Services Agreement between City of Union City and [Consultant]
1.4 Time is of the Essence.
Time is of the essence. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to timely finish the Scope of Services, to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.
SECTION 2. COMPENSATION
City hereby agrees to pay Consultant a sum not to exceed [Spell out Dollar Amount] ($X,XXX), notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices.
Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);
• Project name and number if applicable;
Consulting Services Agreement between City of Union City and [Consultant]
• Per Item 1.1, Terms of Service expiration date;
• Purchase Order number to expedite payment;
• The beginning and ending dates of the billing period; • A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; and
• The Consultant’s signature.
2.2 Monthly Payment.
City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Final Payment.
City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment.
City shall pay for the services to be rendered by Consultant pursuant to this Agreement.
City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
Consulting Services Agreement between City of Union City and [Consultant]
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed amendment.
2.5 Hourly Rate/Fees.
Unless the services provided are for a lump sum or flat fee, fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the schedule of fees attached hereto as Exhibit B. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail.
2.6 Payment of Taxes.
Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
2.7 Payment upon Termination.
In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
2.8 Authorization to Perform Services.
The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
2.9 Business License.
The Consultant is not authorized to perform services or incur costs whatsoever under the terms of this Agreement until Consultant applies for and has been issued a business license from the City pursuant to Title 5 of the Union City Municipal Code.
SECTION 3. FACILITIES AND EQUIPMENT
Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.
Consulting Services Agreement between City of Union City and [Consultant]
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS
Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work for the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant’s bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to the City that such insurance is in effect.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
4.1 Required Coverage.
Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
COVERAGE TYPE OF INSURANCE MINIMUM LIMITS
A
Commercial General
Liability
Premises Liability; Products
and Completed Operations;
Contractual Liability; Personal
Injury and Advertising Liability
$1,000,000 per occurrence;
Bodily Injury and Property Damage
$2,000,000 in the aggregate; Commercial general
coverage shall be at least as broad as Insurance
Services Office Commercial General Liability
occurrence form CG 0001 (most recent edition)
covering comprehensive General Liability on an
“occurrence” basis.
Consulting Services Agreement between City of Union City and [Consultant]
COVERAGE TYPE OF INSURANCE MINIMUM LIMITS
B
Commercial or Business
Automobile Liability
All owned vehicles, hired or
leased vehicles, non-owned,
borrowed and permissive
uses. Personal Automobile
Liability is acceptable for
individual contractors with no
transportation or hauling
related activities
$1,000,000 per occurrence;
Any Auto; Bodily Injury and Property Damage.
Automobile coverage shall be at least as broad as
Insurance Services Office Automobile Liability form CA
0001 (most recent edition), Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
C
Workers’ Compensation
(WC) and Employers
Liability (EL)
Required for all contractors
with employees
WC: Statutory Limits
EL: $100,000 per accident for bodily injury or disease.
Consultant may rely on a self-insurance program to
meet those requirements, but only if the program of
self-insurance complies fully with the provisions of the California Labor Code. The insurer shall waive all
rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising
from work performed under this Agreement.
D
Professional Liability/Errors
& Omissions
Includes endorsements of
contractual liability
$1,000,000 per occurrence
$2,000,000 policy aggregate; Any deductible or selfinsured retention shall not exceed $150,000 per claim.
4.2 Additional Requirements.
Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until three (3) years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.
b. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Union City, its City Council, and all City officers, agents, employees, volunteers and representatives. c. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, Consulting Services Agreement between City of Union City and [Consultant]
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. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City.
e. Certificates of Insurance: Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, evidencing that all required insurance coverage is in effect. The City reserves the rights to require the Consultant to provide complete, certified copies of all required insurance policies. f. Subcontractors: Consultant shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Claims-made limitations: The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
iii. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of three (3) years after completion of work under this Agreement. iv. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.
Consulting Services Agreement between City of Union City and [Consultant]
4.3 All Policies Requirements.
a. Acceptability of Insurers.
All insurance required by this section is to be placed with insurers with a Bests’ rating of no less than A:VII. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the City. Acceptance of Consultant’s insurance by City shall not relieve or decrease the liability of Consultant hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant. b. Deductibles and Self-Insured Retentions.
Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
c. Wasting Policies.
No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).
d. Waiver of Subrogation.
Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.
4.4 Remedies.
In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
Consulting Services Agreement between City of Union City and [Consultant]
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or
• Terminate this Agreement.
SECTION 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Consulting Services Agreement between City of Union City and [Consultant]
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
SECTION 6. STATUS OF CONSULTANT
6.1 Independent Contractor.
At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent.
Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
SECTION 7. LEGAL REQUIREMENTS
7.1 Governing Law.
The laws of the State of California shall govern this Agreement.
Consulting Services Agreement between City of Union City and [Consultant]
7.2 Compliance with Applicable Laws.
Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations.
To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits.
Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity.
Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
7.6 Compliance with Accessibility Requirements.
Consulting Services Agreement between City of Union City and [Consultant]
Consultant and any subcontractors shall comply with all applicable accessibility requirements under Title II of the Americans with Disabilities Act (ADA) and any other federal, state, or local laws governing accessibility in the performance of work under this Agreement. All deliverables, documents, and materials produced under this Agreement shall conform to applicable ADA accessibility standards.
SECTION 8. TERMINATION AND MODIFICATION
8.1 Termination.
City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all work product, including, but not limited to documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension.
City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein.
8.3 Amendments.
The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting.
City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
Consulting Services Agreement between City of Union City and [Consultant]
8.5 Survival.
All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant.
If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
SECTION 9. KEEPING AND STATUS OF RECORDS
9.1 Records Created as Part of Consultant’s Performance.
All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.
9.2 Consultant’s Books and Records.
Consulting Services Agreement between City of Union City and [Consultant]
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records.
Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS
10.1 Attorneys’ Fees.
If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue.
In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California.
10.3 Severability.
If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach.
Consulting Services Agreement between City of Union City and [Consultant]
The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns.
The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products.
Consultant shall prepare and submit all reports, written studies and other printed paper materials on paper containing a minimum of 30% post-consumer recycled content when they are available in the marketplace at equal or less cost than virgin paper and are equal in performance to virgin paper.
10.7 Conflict of Interest.
Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation.
Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.
Consulting Services Agreement between City of Union City and [Consultant]
10.9 Contract Administration.
This Agreement shall be administered by the City Manager, or his/her designee, identified as ___________________________________ (“Contract Administrator”). All correspondence, meeting documentation, invoices and project deliverables shall be directed to or through the Contract Administrator.
Consulting Services Agreement between City of Union City and [Consultant]
10.10 Notices.
Any written notice to Consultant shall be sent to:
[First & Last Name]
[Title]
[Consultant]
[Street Address]
[City], [State] [Zip]
All other written notices to City shall be sent to:
Joan M. Malloy
City Manager
City of Union City
34009 Alvarado Niles Road
Union City, CA 94587
with a copy to
Kristopher J. Kokotaylo
City Attorney
City of Union City
34009 Alvarado Niles Road
Union City, CA 94587
10.11 Professional Seal.
Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
Seal and Signature of Registered Professional with report/design responsibility.
Consulting Services Agreement between City of Union City and [Consultant]
10.12 Integration.
This Agreement, including the scope of services and schedule of fees, attached hereto and incorporated herein as Exhibits A and B, respectively, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Schedule of Fees
10.13 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ON THE FOLLOWING PAGE
Consulting Services Agreement between City of Union City and [Consultant]
The Parties have executed this Agreement as of the Effective Date.
CITY OF UNION CITY: [Consultant]:
JOAN MALLOY
CITY MANAGER Name:
Title:
ATTEST:
THAI NAM N. PHAM
CITY CLERK
APPROVED AS TO FORM:
KRISTOPHER J. KOKOTAYLO
CITY ATTORNEY