Attachment_A_–_Sample_Consultant_Services_Agreement.pdf

ATTACHMENT A

Sample Consultant Services Agreement

Consultant Services Agreement –Consultant Name

CONSULTANT SERVICES AGREEMENT

This Agreement for Consultant Services (herein “Agreement”) is made and entered into effective Feburary XX, 2026 by and between the CITY OF TUSTIN, a municipal corporation (“City”), and CONSULTANT., a California Corporation (“Consultant”).

WHEREAS, City seeks the assistance of a professional firm to provide solid waste consultant services for the City;

WHEREAS, Consultant is qualified to provide the desired services and has agreed to provide such services; and

WHEREAS, Consultant submitted to City a proposal for the desired services, dated December XX, 2025 inclusive of a Scope of Services and Cost Proposal, a copy of which is attached hereto as Exhibit “A”, and is by this reference incorporated herein as though set forth in full hereto (collectively the “Proposal”).

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant, and Consultant agrees to provide consulting services to wCity as follows:

1. SERVICES OF CONSULTANT

1.1 Proposal Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the Proposal attached hereto as Exhibit “A” and incorporated herein by this reference, (the “services” or the “work”'). Consultant warrants that all services shall be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in Exhibit “A” and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern.

1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of the City of Tustin and of any federal, state or local governmental agency of competent jurisdiction.

1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

1.4 Familiarity with Work. By executing this Contract, Consultant warrants that Consultant (a) has thoroughly investigated and considered the work to be performed, (b) has investigated the site of the work and become fully acquainted with the conditions there existing, (c) has carefully considered how the work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, Consultant shall immediately inform City of such fact and shall not proceed with any work except at Consultant's risk until written instructions are received from the Contract Officer.

1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers or other components of the work, and shall be responsible for all such damage until acceptance of the work by City, except such loss or damages as may be caused by City's own negligence.

1.6 Additional Services. Consultant shall perform services in addition to those specified in the Proposal when directed to do so in writing by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any additional compensation not exceeding ten percent (10%) of the original Contract sum must be approved in writing by the Contract Officer. Any greater increase must be approved in writing by the City Manager.

2. COMPENSATION

2.1 Compensation of Consultant. For the services rendered

pursuant to this Agreement, the Consultant shall be compensated for work performed for the tasks identified in “Exhibit A” at the rates set forth therein, and reimbursed for expenses actually incurred in connection therewith, in an amount that collectively shall not exceed ______________ Dollars ($_____). Notwithstanding any provisions to the contrary in “Exhibit A,” the City will not compensate or reimburse the Consultant for travel expenses or travel time except specific expenses approved in advance in writing by the Contract Officer. The fees for services agreed to and established by this Agreement shall not be amended without the express written consent of the City Manager.

The Maximum amount of the City’s obligation under this agreement is the amount specified in this section. If the City’s maximum obligation is reached before the Consultant’s services under the agreement are completed, the Consultant will nevertheless complete the services without liability on the City’s part for further payment beyond the maximum amount.

2.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall, no later than the first working day of such month, submit to City in the form approved by City's Director of Finance, an invoice for services rendered prior to the date of the invoice.

City shall pay Consultant for all undisputed expenses stated thereon which are approved by City consistent with this Agreement, within thirty (30) days of receipt by the Director of Finance of the invoice.

2.3 Changes. In the event any change or changes in the work is requested by City, the parties hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of such addendum, including, but not limited to, any additional Consultant's fees. Addenda may be entered into:

A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product or work;

B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.

2.4 Payment for Changes. Changes approved pursuant to an

Addendum shall be compensated in task-based amounts or at hourly rates as may be agreed upon in writing in the Addendum.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed within any time periods prescribed in any Schedule of Performance attached hereto. The extension of any time period specified in the Schedule of Performance must be approved in writing by the Contract Officer.

3.3 Force Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

3.4 Term. Unless earlier terminated in accordance with Section 7.6 or 7.7 of this Agreement, the term of the Consultant contract will continue in full force and effect until satisfactory completion of the services, but not exceeding five (5) years, unless extended by mutual written agreement of the parties. Rates for services agreed to and established in the contract shall not be amended without the express consent of the City Manager.

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4. COORDINATION OF WORK

4.1 Representative of Consultant. The following principal of the

Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Jacob Green (“Principal”).

It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing Principal may not be changed by Consultant without the express written approval of the Contract Officer.

4.2 Contract Officer. The Contract Officer shall be the City Manager unless otherwise designated in writing by the City Manager. It shall be the Consultant's responsibility to keep the Contract Officer fully informed of the progress of the performance of the services and Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

4.3 Prohibition Against Subcontracting or Assignment. The

experience, knowledge, capability and reputation of Consultant, its principals and employees, were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Contract Officer. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the Contract Officer.

4.4 Independent Contractor. Neither the City nor any of its

employees shall have any control over the manner, mode or means by which Consultant, its agents or employees perform the services required herein, except, as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant shall be solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes. Employees or independent contractors of Consultant are not City employees.

5. INSURANCE/ INDEMNIFICATION

5.1 Insurance. Consultant shall maintain in full force and effect during the term of this Agreement policies of: (a) commercial general liability insurance (which shall include property damage and bodily injury) with limits of at least $2,000,000 combined single limit coverage per occurrence, and

(b) automobile liability insurance with limits of at least $1,000,000 combined single limit coverage per occurrence.

5.1.2 Consultant shall maintain professional liability insurance with limits of at least $1,000,000 per claim and $2,000,000 aggregate.

Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusion that may potentially delete coverage for the work to be performed.

5.1.3 Consultant shall carry and pay for such workers’ compensation insurance as is required to fully protect Consultant and its employees under California Worker’s Compensation Insurance Law. The insurance company shall by endorsement waive all rights of subrogation for losses or paid on behalf of others in connection with the performance of services under this Agreement.

5.1.4. Consultant shall, at no cost to the City, cause its insurer(s) to meet the following insurance requirements prior to the commencement of services.

5.1.4.1. By endorsement, name the City and its elected and appointed officials, employees, volunteers and agents as additional insured on the commercial, general, and automobile liability policies.

5.1.4.2. The insurance shall be issued by a company authorized by the Insurance Department of the State of California and rated A, VII or better (if an admitted carrier) or A-, X (if offered, by a surplus line broker), by the latest edition of Best’s Key Rating Guide, except that the City will accept workers’ compensation insurance rated B-VIII or better or from the State Compensation Fund.

5.1.4.3. By endorsement, the insurer shall confirm that the Insurance shall not be cancelled except after thirty (3) days prior written notice from the insurer to the City, except in the case of non-payment of premium, in which case at least ten (10) calendar days prior written notice shall be provided from the insurer to the City.

5.1.4.4. The commercial, general, and automobile liability insurance shall each be primary as respects the City, and any other insurance maintained by the City shall be in excess of this insurance and not contribute to it.

5.1.4.5. The insurance payable by each insurance policy carried by the Consultant shall be the limits stated herein or the actual limits of the policy, whichever is greater.

5.1.5. Upon execution of this Agreement, the Consultant shall provide to the City certificates of insurance and insurer endorsements evidencing the required insurance. Insurer endorsements (or a copy of the policy binder if applicable) shall be provided as evidence of meeting the requirements of Subsection 5.1.4.1. and 5.1.4.3 and

5.1.4.4. above and the waiver of subrogation requirements in Section

5.1.3. above. If self-insurance issued by the Department of Industrial Relations.

5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless the City, its elected and appointed officers, employees, volunteers, and agents (collectively the “indemnitees”) from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person or persons, for damage to property, including property owned by the City (collectively “Claims”) arising from errors, omissions, or willful acts of the Consultant, its officers, employees, subcontractors, subconsultants, and agents, or arising out of or related to Consultant's performance under this Agreement, except for such loss as may be caused by City's sole active negligence or willful misconduct, or that of its officers or employees.

5.2.1. The Consultant shall also defend, indemnify and hold the City harmless from any claims or liability for City health and welfare, retirement benefits, or any other benefits of part-time or fulltime City employment sought by Consultant’s officers, employees, or independent contractors, whether legal action, administrative proceeding or pursuant to State statute.

5.2.2. These indemnification provisions are independent of and shall not in any way be limited by the insurance requirements of this Agreement.

City approval of the insurance required by this Agreement does not in any way relieve Consultant from liability under this section.

6. RECORDS AND REPORTS

6.1 Reports. Consultant shall periodically prepare and submit to the

Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

6.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records:

6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder.

Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein.

6.4 Release of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

7. ENFORCEMENT OF AGREEMENT

7.1 California Law. This Agreement shall be construed and

interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in the County of Orange, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

7.2 Disputes. In the event of any dispute arising under this

Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party cures any default within ninety (90) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take immediate action under Section 7.6 of this Agreement.

Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured.

7.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment or any other remedy consistent with the purposes of this Agreement.

7.6 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party, except that where termination is due to the fault of the other party and constitutes an immediate danger to health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination from the City, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter.

7.7 [RESERVED].

7.8 Attorneys Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or it subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party.

8. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION

8.1 Non-Liability of City and Consultant Officers and Employees. No officer or employee of City or Consultant shall be personally liable to the City or Consultant, or any successor-in-interest, in the event of any default or breach by the City or Consultant or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry.

Consultant shall take affirmative action to ensure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

8.3 It is intended by the parties to this Agreement that Consultant or its sub-consultant(s) services in connection with this Agreement shall not subject Consultant’s or its sub-consultant(s) individual employees, officers or directors to any personal legal exposure for the risks associated with this Agreement, or any Addenda. Therefore, and notwithstanding anything to the contrary contained herein, City agrees that as City’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against Consultant, a California corporation or its incorporated sub-consultant(s), and not against any of Consultant’s or its sub-consultant(s) individual employees, officers or directors.

9. MISCELLANEOUS PROVISIONS

9.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.

To City:

CITY OF TUSTIN

300 Centennial Way Tustin, CA 92780 Attention: City Manager (Contract Officer)

To Consultant:

Consultant Representative Consultant Address City, State Zip Code

9.2 Integrated Agreement. This Agreement contains all of the

agreements of the parties, supersedes all prior written and verbal discussions preceding it, and cannot be amended or modified except by written agreement.

9.3 Amendment. This Agreement may be amended at any time by

the mutual consent of the parties by an instrument in writing signed by both parties.

9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall. be interpreted to carry out the intent of the parties hereunder.

9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

“City”

Dated: CITY OF TUSTIN, a municipal corporation

By:

Aldo E. Schindler, City Manager

APPROVED AS TO FORM:

David E. Kendig, City Attorney

/msd/

“Consultant”

CONSULTANT.

By:

Consultant, President/CEO

4906-5651-9532, v. 1

EXHIBIT “A”

Proposal for RFP For Solid Waste Consulting Services