Professional Services Agreement City of Calabasas//Name of Consultant

Attachment B

GENERAL PROPOSAL TERMS AND CONDITIONS

1. Communications Regarding RFQ If a Proposer is in doubt as to the true meaning or intent of any part of the Contract Documents, he/she may submit to Soheil Sheikhlar, a written request for an interpretation or a correction thereof. Interpretation or corrections of the Contract Documents shall be made only by addendum duly issued by Curtis Castle, P.E. Public Works Director/City Engineer; a copy of such addendum will be made available on the City webpage at: http://www.cityofcalabasas.com/public-notices.html as well as the OpenGov portal for this RFQ at: https://procurement.opengov.com/portal/cityofcalabasas Such addendum shall be considered a part of, and incorporated in, the Contract Documents. All timely requests for information submitted in writing will receive a written response from the City. Telephone communications with City staff are not encouraged, but will be permitted. However, any such oral communication shall not be binding on the City.

2. Contract Requirement The selected consultants will be required to enter into the City’s Professional Services Agreement (PSA), included as an Attachment to this RFQ. Consultants must review the City’s contract language prior to submitting their proposal.

The contract/agreement shall be made in the form adopted by the City and incorporated in these specifications. The Proposer represents that they possess, or have arranged through subcontracts, all capital and other equipment, labor and materials, and professional licenses to carry out and complete the work hereunder in compliance with all Federal, State, County, City and Special District Laws, Ordinances, and Regulations, which are applicable.

3. Contract Assignment The Proposer shall not assign, transfer, convey, or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City of Calabasas.

4. Non-Discrimination In the performance of the terms of this contract, the Contractor/Contractor agrees that it will not engage in, nor permit such subcontractors/consultants as it may employ to engage in, discrimination in employment of persons because of age, race, color, sex, national origin, or ancestry, or religion of such person(s).

5. Payment Terms The City's payment terms are 30 days from the receipt of an original Invoice referencing the City’s PSA and acceptance of the services.

6. Ownership of Reports and Data The originals of all studies, reports, exhibits, documents data and/or material(s) prepared and/or used to comply with any section/condition of these specifications, plus any copies of same required by the agreement to be furnished to the City, shall be deemed to be public records which shall be open to inspection by the public and, as such, shall become and remain the Property of the City.

7. Modification or Withdrawal of Submittals Any proposal received prior to the date and time specified for receipt of proposals may be withdrawn or modified by written request of the Proposer. To be considered, however, the modified proposal must be received by the time and date specified.

8. Property Rights Proposals received within the prescribed deadline become the property of the City and all rights to the contents therein become those of the City.

9. Confidentiality Prior to award of the contract, all proposals will be designated confidential to the extent permitted by the California Public Records Act. After award of the contract, or if not awarded, after rejection of all proposals, all responses will be regarded as public records and will be subject to review by the public. Any language purported to render confidential all or portions of the proposals will be regarded as non-effective and will be disregarded.

10. Amendments to Request for Proposal The City reserves the right to amend the Request for Proposals by addendum prior to the final proposal submittal date.

11. Contract Term This contract will cover services provided from the date the contract is signed by all parties through the completion of the Services, and may be extended upon mutual consent of the parties.

12. Insurance The Contractor shall meet the insurance requirements as outlined in the Agreement.

13. Non-commitment of Department This Request for Proposals does not commit the City to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified company or to modify or cancel in part or in its entirety the Request for Proposals if it is in the best interests of the City to do so.

14. Public Domain All products used or developed in the execution of any contract resulting from this Request for Proposals will remain in the public domain at the completion of the contract.

15. Termination The City reserves the right to terminate this agreement upon thirty (30) calendar days from written notice to the Contractor,

16. Required Timeframes The Contractor office hours shall be open from 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays, so that the Contractor/consultant will be available to City staff. However, Contractor/consultant shall be available through phone, email or text communication for emergency response and service on a twenty-four (24) hour, seven (7) day per week basis.

17. Conflict of Interest Disclosure In accordance with California Government Code Section 87306, the Contractor/consultant awarded a contract may be required to file a Conflict-of-Interest Statement, Form 730. If such requirement is made, the filing must be no later than 30 days after the execution of the contract, annually thereafter prior to June 30th of each year for the duration of the contract, and within 30 days of termination of the contract. Failure to file any required statements will result in withholding payment for services rendered (See Attachment B).

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