CITY OF ENCINITAS

REQUEST FOR QUALIFICATIONS (RFQ)

GEOTECHNICAL ENGINEERING

REVIEW SERVICES

ENG RFQ 26-01

Date Issued: May 1, 2026 Questions Due: May 19th, 5:00 PM PST

Statements of Qualifications Due: May 26th, 2:00 PM PST

City of Encinitas

Engineering Department – CIP Division Attn: Matt Widelski

505 South Vulcan Avenue Encinitas, CA 92024

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http://www.encinitasca.gov/BIDS, Table of Contents

I. INTRODUCTION

II. PROJECT BACKGROUND / SCOPE OF SERVICES

III. INSTRUCTIONS

IV. SOQ EVALUATION

V. CONDITIONS GOVERNING THIS PROCUREMENT

RFQ ATTACHMENT 1 – SAMPLE CONTRACT

I. INTRODUCTION

A. City Background

Located along six miles of Pacific coastline in northern San Diego County, the City of Encinitas (City) has a population just over 68,000 and is characterized by coastal beaches, cliffs, flat-topped coastal areas, steep mesa bluffs, and rolling hills. The City was incorporated in 1986, drawing together the communities of New Encinitas, Old Encinitas, Cardiff-by-the-Sea, Olivenhain, and Leucadia.

B. Obtaining RFQ Documents

This Request for Qualifications (RFQ) and all relevant documents are posted on PlanetBids (http://www.encinitasca.gov/bids). All project correspondence will be posted on the PlanetBids website. It is the responsibility of respondents to check the website regularly for updates, clarifications, and any RFQ addenda. To submit a Statement of Qualifications (SOQ), you must be registered with the City of Encinitas as a vendor. You can register as a vendor at the following website: http://www.encinitasca.gov/bids, under the “New Vendor Registration” link. All addenda will be available on the PlanetBids website.

C. City Contact

All questions regarding the RFQ must be submitted through PlanetBids. The deadline to submit a question is May 19, 2026, at 5:00 p.m. PST. Responses to questions will be posted on PlanetBids. All project correspondence will be posted on the PlanetBids website. It is the responsibility of the respondent to check the website regularly for information updates, clarifications, and addenda.

II. PROJECT BACKGROUND / SCOPE OF SERVICES

A. Background

The City of Encinitas (“City”) is accepting Proposals to select a Geotechnical Engineering firm (“Consultant”) to provide routine and as-needed geotechnical consultation and review services in support of City staff. The contract will be for three

(3) years with a possibility of two (2) one-year extensions.

B. Scope of Services

The City requires the services of a Geotechnical Engineering Consultant for the following services:

• Provide geotechnical, engineering, geologist, and civil engineering review of reports, plans, calculations, construction inquiries, and material submittals pertaining to all facets of municipal engineering including but not limited to:

▪ Engineering construction drawings (Grading/Public Improvement)

▪ Building plans

▪ Geotechnical investigation reports for development projects http://www.encinitasca.gov/bids http://www.encinitasca.gov/bids

▪ Planning entitlement applications

▪ Pavement design’

▪ Exploratory testing results

▪ Compaction testing results

▪ Shoring and bracing

▪ Foundation design

▪ Retaining walls

▪ Bluff/slope stabilization

▪ Materials testing/quality assurance

▪ Infiltration and soil permeability

▪ Other reports, plans, calculations, and materials submittals as required by the City

• Attend in-person meeting as requested by the City, provide support to at public meetings for development related geotechnical and bluff- related issues

• Provide onsite geotechnical observation and inspection of land development project construction at the direction of the City

• Consult with and advise the Land Development and Capital Improvement Projects (CIP) staff on an ongoing basis

• Evaluate and provide recommendations for all storm, soil, and geology-related failures and emergencies including coastal and inland bluff issues

• Provide on-call engineering and geotechnical support for after-hours emergencies

• Advise the City on inland and coastal bluff-related projects, complaints, and construction

• Assist in coordination with outside agencies such as CA Coastal Commission, Caltrans, CDFW, etc. as it relates to geotechnical or geologic issues

• Perform additional work as directed by the City Engineer or designee

C. Performance Requirements

1. The Consultant shall provide a Geotechnical Engineer and Certified Engineering

Geologist properly licensed by the State of California. The Geotechnical Engineer and Engineering Geologist may be the same person or may be separate people.

2. Consultant shall make available for interview by the City Engineer, or designee, any proposed Consultant Geotechnical Engineer, Civil Engineer, or Engineering Geologist prior to start of service. A satisfactory interview is a prerequisite, and satisfactory performance shall be an ongoing requirement for the employment of any Consultant staff by the City.

3. Consultant shall make all Consultant employees operating under this contract available for a semi-annual performance review by the City Engineer or designee.

4. Consultant shall organize and document work to keep the City informed of progress.

Work product shall be delivered on time in accordance with City direction.

D. General Working Requirements

1. Generally, Consultant staff shall work at City Hall as necessary to interface with City staff and access City computer systems which is necessary to perform project reviews. However, work may be performed at Consultant’s offices at the City’s discretion if found to be consistent with City’s needs. Additionally, Consultant is required to perform field visits in normal course of business as it relates to geotechnical issues throughout the City.

2. To maintain consistency and build a professional relationship with City staff, the Consultant shall designate a specific Geotechnical Engineer/Engineering Geologist from their firm as the main point of contact with the City who shall provide the majority of the work product.

3. The Consultant shall be regularly available at City Hall, on a schedule approved by the City Engineer or appointee, and shall be available by telephone full-time, including after hours and weekends for emergencies.

4. If requested by City, all Consultant staff operating under this contract shall attend periodic and routine meetings with City staff including the inspection division.

Consultant shall be prepared to provide status updates for all active projects assigned to Consultants during these meetings.

5. Consultant shall organize and document work to keep the City informed of progress in a manner suitable to City Engineer or designee.

6. All Consultant staff shall be proficient in Microsoft Outlook, Microsoft Word, Microsoft Excel, and Bluebeam Revu. Consultant staff shall receive training in and utilize the City’s enterprise software and permitting system (EPL).

7. When performing field inspections/site visits, all Consultant staff shall prepare daily inspection reports with photos in City’s preferred format and shall maintain, compile, and file pertinent project records and reports. All project files and reports shall be stored in a centralized location on the City’s network and shall be readily available to City staff at all times.

8. All work, files, reports, photos, etc. conducted by the Consultant under this contract shall be provided in a digital (.pdf, .doc, .jpg, etc.) format acceptable to City staff and shall become the property of the City and subject to Public Records Act requests.

Consultants shall adapt with and participate in City practices as process improvement occurs at the City.

E. Equipment

Consultant shall provide a suitable vehicle, laptop computer with the same version of Microsoft Office, and Bluebeam Revu installed; software editions shall be updated on schedule with City systems to ensure compatibility for each Consultant employee assigned to the City. At such time that the City implements updated enterprise software and permitting system (EnerGov), iPad tablets with internet connectivity may be necessary at Consultant’s cost to each Consultant employee.

Additionally, each Consultant employee shall be equipped with a cell phone, digital camera (unless using cell phone), and proper safety gear (including, but not limited to, hardhat, safety vest, work boots, gloves, eye and ear protection, etc.), at the Consultant’s expense.

F. Working Hours

City working hours shall generally be from 7:30 a.m. to 5:30 p.m., Monday through Friday, Consultant’s hours and days may vary depending on the city and project requirements.

Occasionally night, weekend, emergency, and on-call work may be required beyond normal working hours. Any modifications to working hours shall be reviewed and approved by the City Engineer or designee.

III. INSTRUCTIONS

A. SOQs must be submitted electronically no later than 2:00 p.m. PST on May 26th.

SOQs must be submitted electronically via the PlanetBids system used to download the RFQ. The maximum file size for submittal is 50 megabytes, and the file type shall be Portable Document Format (PDF). The electronic system will close submissions exactly at the date and time set forth in the RFQ or as changed by addenda.

B. Respondents are responsible for submitting and having their submittal accepted before the closing time set forth in this RFQ or as changed by addenda. NOTE: Pushing the submit button on the electronic system may not be instantaneous; it may take time for the Respondent’s documents to upload and transmit before the submittal is accepted. It is the Respondent’s sole responsibility to ensure their document(s) are uploaded, transmitted, and arrive in time electronically. The City will have no responsibility for submittals that do no not arrive in a timely manner, no matter what the reason.

C. No SOQs exceeding fifteen (15) pages will be accepted (excluding attachments). The City discourages “padding” of SOQs with brochures, extensive literature, and boilerplate material not applicable to this RFQ. The ten-page count does not include the Letter of Transmittal or attachments. Project team resumes shall be submitted as attachments to the SOQ. All other items required to be submitted as part of this RFQ shall be included in the ten-page count.

D. The successful Consultant(s) will be required to sign a contract. For informational purposes a sample agreement has been included with this RFQ (Attachment 1). Do not complete the contract at this time.

E. SOQs must be organized in the order provided below and include the content listed, as follows:

The following items are excluded from the 15-page submittal limit:

• Letter of Transmittal. Shall be signed by an individual authorized to bind the proposing entity stating the firm has read and will comply with all terms and conditions of the RFQ. The selected firm will be required to sign a contract in a form similar to that presented in Attachment 1.

• Billing Rates. The respondent shall submit a rate schedule with their submittal listing the key positions and hourly billing rates for performing construction management and inspection services as an attachment. The billing rates sheet should include the following information: Job Classification, Position/Title, Name, and hourly rate.

The following items shall be included in the 15-page submittal limit, except as otherwise indicated:

• Firm Profile. General information about the firm, including the size of the organization, location of offices, number of years in business, organizational chart, name of owners and principal parties, number and position titles of staff.

• Work Plan. The Respondent shall present a work plan that establishes the ability to satisfy City’s objectives and work requirements. Proposer shall succinctly describe how they will address the required work elements, outlining the activities that would be undertaken in completing the various tasks, and specifying who would perform them.

• Proposed Team and Staffing Plan. Shall include qualifications of principals and all key personnel who would be assigned to these tasks. Include each team member’s position in the firm, and types and amount of relevant experience. Identify the primary contact that will be the overall construction manager, and availability of all key staff and inspectors to work on the project. Resumes for each key team member shall be submitted as attachments and will not be counted in the 1-page submittal limit.

• Qualifications of Project Team and Relevant Experience. Respondents shall provide a minimum of five (5) relevant project examples that demonstrate the respondent’s ability to successfully complete this project. Respondent shall include the name of the project, project description, project client contact information (including name, title, phone number, and email address of client project manager), total contract amount, start and end date of project, and description of services provided.

• Subconsultants. Respondent shall identify services, if any, that will be performed by sub-consultants. Specific tasks to be performed by sub-consultants shall be listed and sub-consultant references for those tasks shall be included.

IV. SOQ EVALUATION

A. A review committee will judge the merit of submittals received in accordance with the general criteria defined herein. Failure of submitters to provide the information requirested in this RFQ may result in disqualification. The object of the review committee will be to select the proposal that is the most qualified for the City of Encinitas’s needs.

a. Experience of Proposed Staff. Experience of project manager with similar scope of services. Experience of project team with similar scope of services. Level of education, training, licensing and certification of staff.

b. Approach to the Project. Demonstrated understanding of the City’s needs and solicitation requirements. Approach is well organized and presented in a clear, concise and logical manner. Availability and proposed use of technology and methodologies. Quality control and thoroughness is well defined.

c. Capability to Perform. Ability to complete work within deadlines. Availability and continuity of staff during the course of the agreement. Unsatisfactory past performance with the City may be considered as determined by the City at its sole and absolute discretion. Such determination may be based on Performance

Deficiency Notices, Termination Letters, or such other oral or written evidence of performance as the City may deem relevant in making such determination.

d. Firm’s Relevant Experience. Experience in performing similar services for organization of similar size to the City. Experience with public agencies prefered.

Years of experience with these types of services.

B. As reflected above, contract award will be based on a combination of factors determined to be in the best interest of the City of Encinitas. After evaluating the SOQs and discussing them further with the finalists, or the tentatively selected consultant, the City of Encinitas reserves the right to conduct interviews with highly ranked teams, or to further negotiate the proposed work and/or method and amount of compensation.

V. CONDITIONS GOVERNING THIS PROCUREMENT

A. Scope Changes, Additions and Deletions

All changes in RFQ documents shall be through written addendum and furnished to all respondents. Verbal information obtained otherwise will NOT be considered in the award process.

B. Rejection of SOQs

The City of Encinitas reserves the right to reject any or all SOQs and to waive informalities and minor irregularities in SOQs received and to accept any portion of SOQ or all items of SOQ if deemed in the best interest of the City of Encinitas to do so.

C. Proprietary Information

Any restrictions on the use of data contained within a SOQ must be clearly stated in the SOQ itself. Proprietary information submitted in response to this RFQ will be handled in accordance with applicable City of Encinitas Procurement Regulations and the California Public Records Act.

D. Response Materials Ownership

All materials submitted regarding this RFQ become the property of the City of Encinitas. Responses may be reviewed by any person at SOQ opening time and after final selection has been made. The City of Encinitas has the right to use any or all collection ideas presented in reply to this request, subject to the limitations outlined in Proprietary Information above. Disqualification of a respondent does not eliminate this right.

E. Acceptance of SOQ Content

The contents of the SOQ of the successful respondent will become contractual obligations if contractual agreements action ensues. Failure of the successful respondent to accept these obligations in a purchase agreement, purchase order, contract, delivery order or similar acquisition instrument may result in cancellation of the award and such respondent may be removed from future solicitations.

F. Cost of Statement of Qualifications Preparation

The City shall not be liable for any pre-contractual expenses incurred by any submitting Consultant. Each submitting Consultant shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFQ. Pre-contractual expenses are defined as expenses incurred by Consultants in:

1. Preparing Statement of Qualifications in response to this RFQ.

2. Cost to negotiate a contract.

3. All other expenses incurred by a Consultant related to preparation of Statement of Qualifications or preparation of project specific scope and billing rates or cost proposals.

G. Interview

Interviews with the top respondents may be requested. Whether or not interviews are requested will be solely based on the City’s discretion. If interviews are requested, the firms being interviewed will be notified.

RFQ ATTACHMENT 1 – SAMPLE CONTRACT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES BETWEEN THE CITY OF

ENCINITAS AND [INSERT]

This Agreement is made and entered into as of the date of execution by the City of Encinitas, a municipal corporation, hereinafter referred to as “City”, and [name] a [specify type of entity, ie. an individual, a corporation (specify state, ie., “a California Corporation”, “a Delaware Corporation”, etc.) Limited Liability Company, Sole Proprietorship, etc.] hereinafter referred to as “Consultant”.

RECITALS

The City requires outside assistance to provide the following services:

Geotechnical Engineering Services

WHEREAS, Consultant represents itself as possessing the necessary skills and qualifications to provide the services required by the City and as being fully qualified to perform those services in accordance with the standard of quality ordinarily expected of competent professionals in Consultant’s field of expertise;

WHEREAS, Consultant will render such professional services, as hereinafter defined, on the following terms and conditions;

NOW THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Consultant agree as follows:

1.0 TERM OF AGREEMENT

1.1 This Agreement shall be effective on and from the day, month and year of the execution of this document by the City.

1.2 Consultant shall commence the performance of the services in accordance with the Scope of Work section provided in Attachment A to this Agreement and shall continue such services until all tasks to be performed are completed, or this Agreement is otherwise terminated.

Consultant shall complete the services and provide final data and reports no later than three (3) years after contract execution, unless an extension of time is mutually agreed to by both parties.

1.3 This Agreement may be extended for up to two (2) additional one (1) year periods from the original termination date upon the execution of a written extension agreement, executed by both parties before the end of the previous term. Any increase in the fees or rates within for each optional renewal period shall be the lesser of two percent or the inflation rate as measured by fluctuations in the Consumer Price index, All Urban Consumers (C.P.I.-U) as published by the United States Department of Labor, Bureau of Labor Statistics, for the San Diego - Carlsbad Metropolitan Statistical Area. The average index of the C.P.I.-U for this calculation shall be for the twelve (12) months of the preceding year (January through December), or the fiscal year ended June 30th, whichever constitutes the most recently available data.

2.0 CONSULTANT'S OBLIGATIONS- SCOPE OF WORK (ATTACHMENT A)

2.1 Consultant shall provide the City with the following services:

The specific manner in which the services are to be performed is described in Attachment A which is attached hereto, and incorporated herein as though fully set forth at length, collectively hereinafter referred to as "Described Services".

2.2 Consultant shall perform all work required to accomplish the Described Services in conformity with applicable requirements of City, State, and Federal law.

2.3 Consultant is hired to render the Described Services and any payments made to Consultant are compensation fully for such services.

2.4 Consultant shall maintain professional certifications as required in order to properly comply with all City, State, and Federal law.

2.5 Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in good faith, at any time during the term of this Agreement, desires the removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons.

3.0 PAYMENT FOR SERVICES (ATTACHMENT B)

3.1 Payment to Consultant to render the Described Services hereunder shall be as set forth in Attachment B which is attached hereto and incorporated herein as though fully set forth at length. The payments provided in this Section are full compensation for the Described Services as outlined in Attachment A.

3.2 Consultant shall submit monthly bills to the City the following month, describing its services and costs provided during the previous month, based upon percentage of task completed. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s monthly bills shall include the following information to which such services or costs pertain: a description of services performed;

the date the services were performed; the number of hours spent and by whom and a description of all costs incurred. Consultant agrees to use every appropriate method to contain fees and costs under this Agreement. Once invoice is submitted and approved by the City, City payment will be made within 30 days of approval.

3.3 The amount set forth in Attachment B may be modified or amended only by a written document executed by both Consultant and authorized City representative prior to the performance of the additional work. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement.

4.0 SUBCONTRACTING (ATTACHMENT C)

4.1 If Consultant subcontracts for any of the work to be performed under this Agreement, Consultant shall be as fully responsible to the City for the acts and omissions of Consultant’s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in the Agreement shall create any contractual relationship between any subcontractor of Consultant and the City. Consultant shall bind every subcontractor to the terms of the

Agreement applicable to consultant’s work unless specifically noted to the contrary in the subcontract in question and approved in writing by the City.

4.2 The name and location of the place of business of each subcontractor who will perform work or labor or render service to the Consultant in performing this Agreement are contained in Attachment C which is attached hereto and incorporated herein as though fully set forth at length.

5.0 PROJECT SCHEDULE AND COMPLETION DATE (ATTACHMENT D)

5.1 Attachment D is the project schedule that Consultant shall strictly meet, including benchmark dates and completion date, which is attached hereto and incorporated herein.

Consultant agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified herein. In the performance of this Agreement, time is of the essence.

5.2 Consultant shall promptly notify the City of any anticipated or unforeseen delays to the project schedule. Extensions to this project schedule and to this Agreement shall not be made without the prior written approval of the City. All requests for extensions to the project schedule shall be by written request only and submitted to the City prior to the commencement of such work.

6.0 EXTRA WORK

Consultant shall not perform work in excess of the Described Services without the prior, written approval of the City. All requests for extra work shall be by written Change Order submitted to the City prior to the commencement of such work.

7.0 VERBAL AGREEMENT OR CONVERSATION

No verbal agreement or conversation with any officer, agent or employee of the City, either before, during or after the execution of this Agreement, shall effect or modify any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle Consultant to any additional payment whatsoever.

8.0 TERMINATION OF AGREEMENT

8.1 In the event Consultant fails to prosecute, deliver, or perform the Described Services, the City may terminate this Agreement by notifying Consultant by certified mail of said termination.

Thereupon, Consultant shall cease work and within five (5) working days: (1) assemble all documents owned by the City and in consultant’s possession and deliver said documents to the City and (2) place all work in progress in a safe and protected condition. The City Manager of the City shall make a determination of the percentage of work which Consultant has performed which is usable and of worth to the City. Based upon that finding, the City shall determine any final payment due to Consultant.

8.2 This Agreement may be terminated by either party, without cause, upon the giving of ten

(10) days written notice to the other party. Prior to the 10th day following the giving of the notice, the Consultant shall: (1) assemble the completed work product to date, and put same in order for proper filing and closing, and deliver said product to the City and (2) place all work in progress in a safe and protected condition. The City Manager of the City shall make a determination of the percentage of work which Consultant has performed which is usable and of worth to the City.

Based upon that finding, the City shall determine any final payment due to Consultant.

9.0 COVENANTS AGAINST CONTINGENT FEES

Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement without liability, or, at the City’s discretion to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

10.0 OWNERSHIP OF DOCUMENTS

10.1 All plans, studies, sketches, drawings, reports and specifications as herein required are the property of the City, whether or not the City proceeds with the project for which such documents are prepared.

10.2 This Agreement creates a nonexclusive and perpetual right or license for City to copy, use, modify, reuse, and sublicense any and all copyrights, designs, and other intellectual property embodied in the writings prepared by Consultant, and Consultant’s subcontractors, under this Agreement. In the event the City should ever desire to undertake a project or review other proposed projects based upon the documents, the Consultant agrees that the City shall have the right to reuse all or any portion of the documents at no additional compensation to the Consultant.

11.0 STATUS OF CONSULTANT

11.1 Consultant shall perform the services provided for herein in a manner of Consultant’s own choice, as an independent contractor and in pursuit of Consultant’s independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project. However, Consultant shall confer with the City.

11.2 If the Consultant subcontracts any of the work to be performed under this Agreement, Consultant shall be as fully responsible to the City for the acts and omissions of the Consultant’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in the Agreement shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontract by the terms of the Agreement applicable to Consultant’s work, including indemnity and insurance requirements.

12.0 HOLD HARMLESS

12.1 To the greatest extent allowed by law, Consultant shall defend and indemnify and hold

City, its officials, officers, agents, employees, and representatives free and harmless from any and all claims, demands, negligence (including the active or passive negligence of City as allowed by law), causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, to the extent arising out of or incident to any acts, omissions, negligence or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, subcontractors and contractors arising out of or in connection with the performance of the scope of work of this Agreement, including without limitation the payment of all damages and attorney’s fees, fines, penalties and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Section 2782 or other applicable provisions of law.

12.2 Consultant’s defense obligation (with counsel approved by City), shall arise immediately upon the City’s tender, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its officials, officers, agents, employees and representatives, notwithstanding whether liability is or can be established against City. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City, its officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Consultant shall reimburse City, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782 or other applicable provisions of law.

12.3 Acceptance by City of the work performed under this Agreement does not operate as a release of said Consultant from such professional responsibility for the work performed. It is further understood and agreed that Consultant is apprised of the scope of the work to be performed under this Agreement and Consultant agrees that said work can and shall be performed in a fully competent manner.

12.4 Acceptance of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

13.0 ASSIGNMENT OF CONTRACT

Consultant is without right to and shall not assign this Agreement or any part thereof or any monies due hereunder without the prior written consent of the City which shall not be unreasonably withheld.

14.0 INSURANCE

14.1 Consultant shall obtain, and during the term of this Agreement shall maintain insurance policies of general liability and automobile liability insurance from an insurance company authorized to be in business in the State of California. Each such policy shall be in an amount of not less than two million dollars ($2,000,000) for each occurrence, and shall be endorsed with the following language:

A. The City and City’s officers, elected officials, employees, agents and volunteers are to be covered as additional insured by endorsement, using form ISO CG 20-10-10-

01 and CG 20-37-10-01 or the exact equivalent with respect to liability arising out of the acts and omissions by or on behalf of Consultant.

B. The insured waives all rights of subrogation against the City and City’s officers, officials, employees, agents and volunteers.

C. Provide that the policy shall remain in full force during the full term of this Agreement and shall not be canceled, voided, terminated, reduced, or allowed to expire without thirty (30) days prior written notice from the issuance company being received by City.

14.2 Consultant shall obtain, and during the term of this Agreement shall maintain, a policy of professional liability insurance that shall:

A. Be from an insurance company authorized to be in business in the State of California;

B. Be in an insurable amount of not less than $1,000,000 per claim; and

C. Provide that the policy shall remain in full force during the full term of this Agreement and shall not be canceled, terminated, or allowed to expire without thirty (30) days prior written notice to the City from the insurance company.

14.3 Before Consultant shall employ any person or persons in the performance of the Agreement, Consultant shall procure a policy of statutory Workers' Compensation Insurance and Employer's Liability insurance for any and all persons employed directly or indirectly by Consultant and shall be provided with limits not less than one million dollars ($1,000,000). The insurer shall waive all rights of subrogation against the City for loss arising from work performed under this Agreement

14.4 Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

14.5 If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

15.0 DISPUTES

15.1 If a dispute should arise regarding the performance of this Agreement, the following procedures shall be used to address any question of fact or interpretation not otherwise settled by agreement between the parties. Such questions, if they become identified as part of a dispute between persons operating under the provisions of the Agreement, shall be reduced to writing by the complaining party within twenty (20) working days. A copy of such documented dispute shall be forwarded to the other party involved along with recommended methods of resolution.

The party receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) working days of receipt of the letter.

15.2 If the dispute is not resolved at staff level in accordance with Section 15.1, within five (5) City working days of the receiving party response, the aggrieved party, through its respective project manager shall deliver to the City Manager’s office a letter outlining the dispute for the City Manager's review. The City Manager, at his/her sole discretion may respond as he/she deems appropriate, including recommendations for resolution, discussions or rejection of the dispute within fifteen (15) working days of receipt of the complaint.

15.3 If the dispute remains unresolved and the parties have exhausted the procedures outlined in this section, the parties may then seek remedies available to them under this Agreement and at law, including, but not limited to, under the termination procedures. This provision does not relieve Consultant of its obligation and Consultant is required to timely comply with all applicable provisions of the Government Claims Act before initiating any legal proceeding against City.

16.0 CONFLICT OF INTEREST.

Consultant warrants and covenants that it presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law, including, but not limited to, Government Code section 1090. If any principal provider of services is a "consultant" for the purposes of the Fair Political Practices Act (Gov. Code § 81000 et seq.), each such person shall comply with Form 700 Statement of Economic Interests filing requirements in accordance with state or City local Conflict of Interest Code. In addition, if any other conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest in writing so that the City may determine whether to terminate this Agreement.

17.0 CONSULTANT’S BOOKS AND RECORDS

17.1 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 City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant.

17.2 Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement.

18.0 NOTICES

18.1 Any notices to be given under this Agreement, or otherwise, shall be served by certified mail.

18.2 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of the City and the proper person to receive any notice on the City’s behalf is:

TO: City of Encinitas Attn: City Manager 505 South Vulcan Avenue

Encinitas, CA 92024

(760) 633-2600

18.3 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of Consultant and the proper person to receive any notice on the consultant’s behalf is:

19.0 GENERAL PROVISIONS

19.1 Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

19.2 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

19.3 This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a State Court in the County of San Diego.

19.4 In the event of an inconsistency or conflict between this Agreement and any Attachment hereto, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any inconsistency or conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern and prevail over the document referenced.

20.0 CONSULTANT'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM

AND CONTROL ACT OF 1986

Consultant certifies that Consultant is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC §§ 1101-1525) and has complied and will comply with these requirements, including but not limited to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Agreement.

21.0 CONSULTANT'S AWARENESS AND COMPLIANCE WITH THE AMERICANS WITH

DISABILITIES ACT OF 1990 AND SECTION 504 REHABILITATION ACT of 1973

Consultant certifies that Consultant is aware of and will comply with the requirements of the Americans with Disabilities Act of 1990 (42 USC §§ 12101), SECTION 504 REHABILITATION ACT of 1973, and Web Content Accessibility Guidelines (WCAG) for ADA accessibility standards, including but not limited to ensuring that all services, products, facilities and documents are accessible to individuals with disabilities and verifying compliance of their contractors, consultants, agents, and employees.

22.0 ARTIFICIAL INTELLIGENCE DISCLOSURE PRIOR TO COMMENCEMENT OF THE

CONTRACT.

22.1 Disclosure of AI Use: The Consultant shall disclose to, and obtain written approval from, the City prior to using any Products and/or Services that utilize artificial intelligence (“AI”) in the performance of this Agreement. This disclosure must be made to the City Manager or designee and include a detailed description of the AI technologies used, including but not limited to facial recognition, natural language processing, or predictive analytics. City retains the right, in its sole and absolute discretion, to at any time prohibit the use of any and/or all AI technologies.

22.2 Data Usage and Processing: The Consultant shall provide a comprehensive explanation of how data is used and processed by AI technologies. This includes, but is not limited to, the types of data collected, the purposes for which the data is used, and any data sharing practices with third parties.

22.3 Compliance and Safeguards: The Consultant shall ensure that the use of AI technologies complies with all applicable laws and regulations, including data protection of Personal Identifiable Information (PII) and privacy laws. The Consultant must implement appropriate safeguards to protect the data from unauthorized access, use, or disclosure.

22.4 Notification of Changes: The Consultant shall notify the City in writing throughout the term of the Agreement of any changes to the AI technologies or data usage practices at least 5 business days prior to implementing such changes.

23.0 EXECUTION OF AGREEMENT

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 doing so the parties hereto are formally bound to the provisions of this Agreement.

(INSERT CONTRACTOR NAME) CITY OF ENCINITAS

By:__________________________ By:_______________________________ (NAME) (Date) Jennifer Campbell (Date)

__________________________ City Manager________ (Title) (Title)

By: __________________________ (NAME) (Date)

(Title)

APPROVED AS TO FORM

City Attorney (Date)

NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a corporation or nonprofit organization, this Contract must be signed by (a) the Chairperson of the Board, President or Vice-President and (b) the Secretary any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer.

ATTACHMENT A

(Manner of Performing the Services)

Consultant shall perform the services in the following manner:

(Scope of Work attached)

ATTACHMENT B

(Payment For Services)

Once invoice is submitted and approved by the City, City payment will be made within 30 days of approval.

[Fee Detail as Appropriate]

ATTACHMENT C

(Subcontractors)

Name Business Address Work to be Done

ATTACHMENT D

ESTIMATED PROJECT SCHEDULE AND COMPLETION DATE