PROFESSIONAL SERVICES AGREEMENT
COMMUNITY SERVICES EMPLOYMENT TRAINING, INC.
This Agreement, entered into this ________ day of ________________, 2026, by and between the City of Visalia, hereinafter referred to as the “CITY”, and Community Services & Employment Training, Inc. hereinafter referred to as “CSET”, herein also referred to as the “CONTRACTOR”.
W I T N E S S E T H
WHEREAS, the CITY is authorized and empowered to employ CONTRACTORs and specialists in the performance of its duties and functions; and WHEREAS, the CITY applies for and accepts grants for landscape and irrigation system improvements in the City of Visalia; and WHEREAS, the CITY identifies CSET as a partner in some grant applications; and WHEREAS, the CITY will continue to partner with CSET as its local conservation corps on grant applications where preference is given to projects that partner with conservation corps, and when these grant applications are successful the work can be incorporated into this agreement; and WHEREAS, CSET is a youth job training program that provides job skills training and general education to youth 18 to 24 years old and oversees the Sequoia Community Corps, a California Community Conservation Corps pursuant to Public Resources Code section 14507.5; and WHEREAS, the CITY has the desire to secure services to assist in the preparation and completion of the items of work described as “Scope of Work” in Exhibit “A”, for projects listed in Exhibit “B”, and hereinafter referred to as the “PROJECTS” which consists of work eligible to be performed by a Community Conservation Corps pursuant to Public Resources Code section 14507.5, that CSET will complete using the Sequoia Community Corps meeting the requirements of California Labor Code section 1720.4(c); and WHEREAS, the CONTRACTOR represents it is a licensed contractor with a California State Contractor’s License “C-27” or equivalent, qualified and willing to provide such services pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR agree as follows:
SERVICES TO BE PERFORMED BY THE CONTRACTOR
Authorized Scope of Work:
CSET agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in Exhibit “A” - Scope of Work, for the cost identified in the fee proposal, to be submitted by CSET to CITY under the terms of this Agreement prior to beginning any work on a specific project for the CITY. A list of current projects is attached hereto as Exhibit “B” and parties agree that Exhibit “B” may be modified by the mutual written agreement of the Parties pursuant to this Agreement. Fee proposals for each project shall be prepared by CSET for review by CITY. CITY shall provide CSET with written approval or denial of each fee proposal. Approved fee proposals shall become part of this Agreement as stated below under Article IV - Compensation.
CSET agrees to perform all work as specified in plans and specifications for the PROJECTS provided by the CITY. In the event that work does not meet the required specifications CSET agrees to make the required corrections at their own expense, including the replacement of materials.
CSET agrees that it shall be fully responsible for the supervision of all work of their employees. CSET shall ensure that their employees are physically qualified to perform their assigned duties in a safe manner and adhere to all safety rules and regulations. All CSET employees shall ensure that their work is accomplished with minimal disruption to the public.
Additional Services:
Incidental work related to the PROJECTS and not provided for in Exhibit “A” may be needed during the performance of this Agreement. Such additional services shall not be performed by CONTRACTOR without the written consent of CITY.
II. SERVICES TO BE PROVIDED BY THE CITY:
A. The CITY shall provide a project coordinator and direct the work for activities for which the labor is being provided. It shall be the responsibility of the coordinator to provide clear plans and specifications for the work to be done, instruct the CSET supervisor on all safety regulations regarding the work, and inspect completed work.
III. TERM:
The initial contract term shall be for a twelve (12) month period and shall, at the City’s option and with the consent of the CONTRACTOR, be extended annually thereafter for four (4) consecutive one-year periods. Additionally, this Agreement may be terminated for convenience. CSET shall give the CITY notice at least 30 days prior to contract end date of interest to renew.
IV. COMPENSATION
Fee Proposal and Authorization to Perform Work
CSET shall submit to CITY a written fee proposal to complete the work described in Exhibit “A” for each project identified in Exhibit “B.” CSET shall not commence any services or incur any costs under this Agreement on PROJECTS until CITY has approved the fee proposal and has provided written authorization to CSET to proceed. Parties agree that each fee proposal that has been proposed by CSET and accepted by the CITY shall be considered a written modification to the terms of and made a part of this Agreement.
Total Compensation:
Total compensation for all projects for which CSET shall provide services pursuant to this Agreement shall not exceed Five Hundred Thousand dollars ($500,000) annually without prior written authorization of CITY.
Payment of Compensation:
CSET shall be compensated no more than monthly, based on the percentage of work on each task for each project completed pursuant to the approved fee proposal. Project tasks shall be based on an agreed upon unit cost (ie, LS, SF, SY, LF etc), labor and material cost shall be built into each task and will be paid out based on percentage completed or measurable units completed. CSET shall be paid no later than (30) days following submission of a written verified billing to the City. Said billing shall include the percentage of each task of each project completed to date pursuant to an approved fee proposal since the date of the preceding billing, if any.
V. AUTHORIZED REPRESENTATIVE
CITY: The Director of Engineering and Building, or his authorized designee, shall represent the CITY in all matters pertaining to the services to be rendered under this Agreement, except where approval of the City Council of the City of Visalia is specifically required.
VI. TERMINATION
The right to terminate this Agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement.
A. Termination By Either Party Without Cause: The CITY or CONTRACTOR may terminate this Agreement at any time by giving written notice to the other of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination.
Participation of CSET’s conservation corps in this Agreement is contingent upon the availability of funding received for conservation corps programs; therefore, any change in said funding may require the termination of this Agreement.
B. Termination of Agreement for Cause: The CITY may by written notice to the CONTRACTOR specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this Agreement in any of the following circumstances:
1. If the CONTRACTOR fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or
2. If the CONTRACTOR fails to make progress under this Agreement as to endanger performance of this Agreement in accordance with its terms, and does not correct such failure within a period of ten (10) days (or longer period as the CITY may authorize in writing) after receipt of notice from the CITY specifying such failure.
C. Post-Termination:
1. In the event the CITY terminates this Agreement with or without cause, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.
2. Except with respect to defaults of subcontractors, the CONTRACTOR shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the CONTRACTOR. Such causes include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather; but in the event the failure to perform is caused by the default of a subcontractor, the CONTRACTOR shall not be liable for failure to perform, unless the services to be furnished by the subcontractor were obtainable from other sources in sufficient time and within budgeted resources to permit the CONTRACTOR to meet the required delivery schedule or other performance requirements.
3. Should the Agreement be terminated with or without cause, the CONTRACTOR shall provide the CITY with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the CONTRACTOR pursuant to this Agreement.
4. Upon termination, with or without cause, CONTRACTOR will be compensated for the services satisfactorily completed to the date of termination according to compensation provisions contained herein. In no event, shall the total compensation paid CONTRACTOR exceed the total compensation agreed to herein.
If, after notice of termination of this Agreement, as provided for in this article, it is determined for any reason that the CONTRACTOR was not in default under the provisions of this article, then the rights and obligations of the parties shall be the same as if the Agreement was terminated without cause.
Termination of this Agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities.
VII. INTEREST OF OFFICIALS AND THE CONTRACTOR
No officer, member, or employee of the CITY who exercises any functions or responsibilities in the review or approval of this Agreement shall:
Participate in any decision relating to this Agreement which effects his personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter.
The CONTRACTOR hereby covenants that he has, at the time of the execution of this Agreement, no interest, and that he shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. The CONTRACTOR further covenants that in the performance of this work, no person having any such interest shall be employed.
VIII. NO PERSONNEL, AGENCY OR COMMISSION
The CONTRACTOR warrants, by execution of this Agreement, that no personnel agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide established commercial or selling agencies maintained by the CONTRACTOR for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
IX. SUBCONTRACTING
The CONTRACTOR shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior written approval of the CITY.
In no event shall the CONTRACTOR subcontract work in excess of 50% of the contract amount, excluding specialized services. Specialized services are those items not ordinarily furnished by a CONTRACTOR performing the particular type of project.
X. SAFETY
A. CSET shall comply with OSHA regulations regarding necessary safety equipment and procedures. If project work is to be performed within City right of way, CSET shall also comply with safety instructions issued by the CITY Streets Division Supervisor, Project Manager or other CITY representatives.
B. CSET shall be responsible for complying with CITY regulations regarding street closures when performing concrete cutting and removal and tree planting. A barricade, provided by the CITY, shall be placed in a tree well until a tree is planted and mulched.
XI. INDEPENDENT CONTRACTOR
In the performance of the services herein provided for, the CONTRACTOR shall be, and is, an independent contractor and is not an agent or employee of the CITY. The CONTRACTOR has and shall retain the right to exercise full control and supervision of all persons assisting the CONTRACTOR in the performance of said services hereunder. The CONTRACTOR shall be solely responsible for all matters relating to the payment of its employees including compliance with social security and income tax withholding and all other regulations governing such matters.
XII. SPECIFICATIONS
All specifications, manuals, standards, etc., either attached to this Agreement or incorporated by reference, are binding as to the performance of the work specified in this Agreement unless they are changed by written amendment to this Agreement modified in writing to incorporate such changes.
XIII. DOCUMENTS/DATA
A. Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and scope of services covered by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY.
Documents, including drawings and specifications, prepared by CONTRACTOR pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or on any other project. Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONTRACTOR will be at CITY’s sole risk and without liability to CONTRACTOR. Further, any and all liability arising out of changes made to CONTRACTOR’s deliverables under this Agreement by CITY or persons other than CONTRACTOR is waived as against CONTRACTOR, and the CITY assumes full responsibility for such changes unless the CITY has given CONTRACTOR prior notice and has received from CONTRACTOR written consent for such changes.
B. Publication: No report, information, or other data given or prepared or assembled by the CONTRACTOR pursuant to this Agreement, shall be made available to any individual or organization by the CONTRACTOR without the prior written approval of the CITY. Notwithstanding the foregoing, however, the CONTRACTOR shall not be required to protect or hold in confidence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with law; or (3) must be disclosed in connection with any legal proceedings.
C. Copyrights: The CONTRACTOR shall be free to copyright material developed under this Agreement with the provision that the CITY be given a nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the material for government or public purposes.
XIV. INDEMNIFICATION AND INSURANCE
As respects acts, errors, or omissions in the performance of services, CONTRACTOR agrees to indemnify and hold harmless CITY, its elected and appointed officers, employees, and CITY designated volunteers from and against any and all claims, demands, losses, defense costs, liability or consequential damages arising directly out of CONTRACTOR’s negligent acts, errors or omissions in the performance of his/her services under the terms of this Agreement, except to the extent those arise out of the negligence of CITY.
CITY agrees to indemnify and hold harmless CONTRACTOR, its officers, employees, and designated volunteers from and against any and all losses, defense costs, liability or consequential damages to the extent arising out of CITY’S negligent acts, errors or omissions in the performance of this Agreement.
As respects all acts or omissions which do not arise directly out of the performance of services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at CITY’s option), and hold harmless CITY, its elected and appointed officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with CONTRACTOR’s (or CONTRACTOR’s subcontractors, if any) performance or failure to perform, under the terms of this Agreement; except to the extent those which arise out of the negligence of CITY.
Without limiting CITY’s right to indemnification, it is agreed that CONTRACTOR shall secure prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows:
Workers’ compensation insurance as required by California statues.
Commercial general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products and Completed Operations Liability, Broad Form Property Damage (if applicable), Independent Contractor’s Liability (if applicable).
Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).
Comprehensive Automobile Liability coverage with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles and shall be provided by a business automobile policy.
CITY’S Risk Manager is hereby authorized to reduce the requirements set forth above in the event he/she determines that such reduction is in the CITY’S best interest.
Each insurance policy required by this Agreement shall contain the following clause:
“This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA 93291.” In addition, the commercial general liability and comprehensive automobile liability policies required by this Agreement shall contain the following clauses:
“It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.” “The City of Visalia, its officers, agents, employees, representatives and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.” Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to CITY insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide to CITY endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by CITY, it shall be CONTRACTOR’s responsibility to see that CITY receives documentation acceptable to CITY which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. CITY has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.
In addition to any other remedies CITY may have if CONTRACTOR 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:
Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; or Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof; or Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s or its subcontractor’s performance of the work covered under this Agreement.
XV. NON-DISCRIMINATION
CONTRACTOR and all subcontractors shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONTRACTOR shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement.
XVI. MISCELLANEOUS PROVISIONS
Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.
Prohibition of Assignment: Neither the CITY nor CONTRACTOR shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
Dispute/Governing Law: Any dispute not resolvable by informal arbitration between the parties to this Agreement shall be adjudicated in a Court of Law under the laws of the State of California.
Notices: Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA
707 W. Acequia Ave.
Visalia, CA 93291
Attention: City Clerk
CSET
312 N.W, 3rd Avenue
Visalia, CA 93291
Attn: Executive Director
Jurisdiction/Venue/Waiver Of Removal: This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in that State. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
Integration/Modification: This Agreement and each of the exhibits referenced herein, which are incorporated by reference, represents the entire understanding of the CITY and the CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the CITY and the CONTRACTOR.
Conflict With Law: If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.
Attorney’s Fees: In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrator, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
Construction: This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncertainty to exist.
Authority: Each signatory to this Agreement represents that it is authorized to enter into this Agreement and to bind the party to which its signature represents.
Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.
Firearms Prohibited: Guns may not be carried by contractors/vendors/CONTRACTORs while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/CONTRACTOR is caught carrying a gun, without City permission, their contract will be terminated.
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CITY OF VISALIA CONTRACTOR
___________________________ ___________________________ City Manager Community Services & Employment Training, Inc.
Executive Director
Approved as to Form
__________________________________
City Attorney
_________________________________
Risk Manager
________________________________
Project Manager
Attachments:
Exhibit “A”: Scope of Work
Exhibit “B”: List of Projects
EXHIBIT A
SCOPE OF WORK
CSET will provide labor to complete the following tasks, per the CITY’S direction.
Clearing and Grading
Irrigation Systems Installation and Retrofitting
Plant Materials Installation
Tree Stake Installation
Mulch Installation
Trail Construction
Fencing and Barrier Construction
Sign Installation
The tasks listed here above are neither all-inclusive nor relevant in their entirety to each project undertaken. The City may request CSET’S involvement in any necessary PROJECT component, at the City’s discretion and within CSET’s capability, for any PROJECT in EXHIBIT “B” or for additional projects that may arise during the term of this Agreement.
EXHIBIT B
LIST OF PROJECTS
The payment for work to be provided shall be for projects listed below provided as a sample of work to be done. Future grant funded projects would be similar to the projects listed below.
List of Potential Projects
DWR Grant – CP8334 Peoples Basin
Prop 68 Grant – CP0515 Oakes Basin
Prop 68 Grant – CP0396 East Side Regional Park Basin G Active Transportation Program (ATP) – CP0653 Houston Community Connectivity Active Transportation Program (ATP) – CP0801 Highland Community Connectivity Active Transportation Program (ATP) – CP0480 Beyond Bike Lanes – Elevating Santa Fe Street Active Transportation Program (ATP) – CP8130 Goshen Visalia Corridor Connection Project Community Services & Employment Training, Inc.