Professional_Services_Agreement.pdf

ProfServicesAgmTemplate2025

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement for Professional Services (“Agreement”) is made and entered into as of Wednesday, July 1, 2026, by and between the City of Scotts Valley, a municipal corporation, hereinafter referred to as "CITY", and TBD, hereinafter referred to as

“CONSULTANT”.

RECITALS

A. CITY desires to retain CONSULTANT for certain professional services as set forth in this Agreement.

B. CONSULTANT is specially trained, experienced, and competent to perform the special services which will be required by this Agreement.

C. CONSULTANT possesses the skill, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

NOW, THEREFORE, in consideration of the recitals and the mutual promises contained herein, CITY and CONSULTANT agree as follows:

AGREEMENT

1. Employment of CONSULTANT:

CITY agrees to, and hereby does, retain and employ CONSULTANT to perform the professional services as outlined in the Scope of Work attached hereto and incorporated herein as Exhibit “A”. CONSULTANT’S work product shall be performed pursuant to generally accepted standards of practice in effect at the time of performance.

2. Responsible Personnel:

CITY has relied upon the professional training and ability of CONSULTANT to perform the services hereunder as a material inducement to enter into this Agreement. Primary personnel responsible for the completion of the work described in this Agreement shall be:

TBD

TBD

TBD

TBD

TBD

3. Scope of Work:

CONSULTANT shall perform the services as specified in Exhibit A in a professional manner. To the extent there is a conflict between the terms of this Agreement and Exhibit A, the terms of this Agreement shall control.

4. Time of Performance:

The services of CONSULTANT are to commence upon execution of this Agreement and shall continue until all authorized work is approved by the CITY. All such work shall be completed no later than TBD from signing. Time is of the essence in the performance of this Agreement. No waiver by either party hereto of the nonperformance or any breach of any term, provision, or condition of this Agreement, or any default hereunder shall be considered to be or operate as a waiver of any subsequent nonperformance, breach, or default.

5. Compensation:

CONSULTANT shall accept compensation for services performed as set forth in Section 3 in an amount not to exceed TBD. Periodic payments to CONSULTANT shall be made upon submittal of invoices by CONSULTANT to CITY for review and approval by the City Manager. Invoices will be paid by CITY within a reasonable time after the invoices are received and approved.

6. Insurance:

CONSULTANT agrees to have and maintain, for the duration of the Agreement, the following minimum insurance requirements. Prior to the execution of the Agreement, CONSULTANT shall provide proof of insurance required. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.

CONSULTANT shall furnish the CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive CONSULTANT’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory

Limits.

4. Professional Liability (Errors & Omissions): As appropriate to CONSULTANT’s services, and not less than $1,000,000 per occurrence.

5. Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

The City of Scotts Valley, its Council Members, elected and appointed officers, agents and employees shall be named as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Independent Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Independent Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

For any claims related to this Agreement, CONSULTANT’s insurance coverage shall be primary insurance coverage (at least as broad as ISO CG 20 01 04 13) with respect to the CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’s insurance and shall not contribute with it.

CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

CONSULTANT shall require the insurer to provide CITY with 30-day prior notice of termination or material change in coverage and ten (10) days prior notice of cancellation for non-payment.

7. Indemnity:

CONSULTANT shall hold harmless, indemnify and defend CITY, its elective and appointive boards, commissions, officers, agents, servants, volunteers, and employees from and against any and all claims, costs, damages, liability, losses, or suits (including court costs and attorney fees) for personal injury (including death), property damage and any other damages of any sort whatsoever, arising out of, or alleged to have arisen out of, the willful or negligent acts, errors, or omissions of CONSULTANT or CONSULTANT'S contractors, subcontractors, agents, or employees in the performance of this Agreement. This indemnity shall not apply to any claims brought by CONSULTANT for default of this Agreement, or for claims brought by CITY or any third party where the underlying injury or damage is finally determined by a court of competent jurisdiction to arise solely from the negligent or willful misconduct of CITY.

For design professionals (as that term is defined by statute) acting within the scope of their professional capacity, to the fullest extent permitted by law, CONSULTANT shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the CITY) and hold harmless any Indemnified Parties from and against any and all Liability, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, or as may be provided by statute in Civil Code § 2782.8, as may be amended from time to time.

CONSULTANT’s duty to indemnify, protect, defend and hold harmless as set forth in this section shall include the duty to defend (by counsel reasonably satisfactory to the CITY) as set forth in California Civil Code § 2778. The CONSULTANT’s responsibility to indemnify, defend, and hold harmless the Indemnified Parties under this section shall not extend to the active negligence or willful misconduct of the Indemnified Parties. This section shall survive the termination of this Agreement.

8. Termination:

This Agreement may be terminated by the CITY immediately for cause or by either party without cause upon fifteen days’ written notice of termination. Upon termination, CONSULTANT shall be entitled to compensation for services performed up to the effective date of termination.

CONSULTANT shall accept, for itself, as full payment for services rendered and all work to be done and performed hereunder and in complete satisfaction of all claims against CITY by reason of voluntary abandonment or suspension of work or termination of the Agreement, the sum determined on an hourly basis in accordance with the provisions of this Agreement, or any modification of amendment thereto, plus all direct expenses incurred, including those expenses incurred which are directly attributable to the incomplete portion of the work which could not be canceled.

In the event of termination, CONSULTANT shall deliver as a condition to the payment of the compensation provided for above, or otherwise make available to CITY, all research data, reports, estimates, summaries, and other such information and materials as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in process in accordance with Section 9 of this Agreement.

9. Documents:

Notes, studies, chain, computations, electronic files, and other data and information obtained by CONSULTANT for this project shall, upon receipt of payment for services rendered, be made available to CITY by CONSULTANT at CITY'S request and shall become the property of CITY. In the event CITY alters the document, CITY agrees CONSULTANT shall have no responsibility whatsoever for any claim arising out of, or alleged to have risen out of, use of the altered document.

All plans, studies, documents, charts, computations, and electronic files prepared by and for CONSULTANT, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the CITY upon payment to CONSULTANT for such work, and the CITY shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or to any other party. CONSULTANT shall, at CONSULTANT’S expense, provide such reports, plans, studies, documents, and other writings to CITY upon written request.

10. Independent Contractor:

CONTRACTOR is an independent contractor retained by CITY to perform the work described herein. ALL personnel employed by CONSULTANT are not and shall not be deemed to be employees of CITY. CONSULTANT shall obtain no rights to retirement benefits or other benefits that accrue to CITY’S employees, and CONSULTANT hereby expressly waives any claim it may have to such rights. CONSULTANT shall comply with all state and federal laws pertaining to employment and compensation of its employees and its agents, including the provision of Workers' Compensation.

11. Licenses:

CONSULTANT represents and warrants to CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of CONSULTANT to practice its profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of CONSULTANT to practice its profession.

CONSULTANT shall maintain a City of Scotts Valley business license.

12. CITY Not Obligated to Third Parties; Subcontractors; Oversight:

The CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT shall ensure the following requirements are satisfied in the performance of the Agreement with respect to its own employees:

A. Workers’ Compensation. CONSULTANT certifies that it is aware of the provisions of the California Labor Code which require every employee to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONSULTANT certifies that it will comply with such provisions before commencing performance of the

Agreement and at all times in the performance of the Agreement.

B. Prevailing Wage. CONSULTANT and CONSULTANT’s subconsultants (if any) shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates to workers and professionals as determined by the

Director of Industrial Relations of the State of California pursuant to California

Labor Code, Part 7, Chapter 1, Article 2. Copies of the applicable wage determination shall be available on file at the CITY’s office of the City Clerk.

C. Injury and Illness Prevention Program. CONSULTANT certifies that it is aware of and has complied with the provisions of California Labor Code § 6401.7, which requires every employer to adopt a written injury and illness prevention program.

D. CONSULTANT shall pay all taxes, assessments and premiums under the federal

Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by

CONSULTANT.

The CITY is not responsible or liable for CONSULTANT’s failure to comply with any and all of its requirements under this section and Agreement.

13. Political Reform Act Economic Interests:

If CITY determines CONSULTANT comes within the definition of CONSULTANT under the Political Reform Act (Government Code §87100), CONSULTANT shall complete and file and shall require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” with the Clerk of the City of Scotts Valley disclosing CONSULTANT and/or such other person’s financial interests.

14. Assignment:

The parties recognize that a substantial inducement to CITY for entering into this Agreement is the professional reputation, experience, and competence of CONSULTANT. Assignments of any or all rights, duties, or obligations of the CONSULTANT under this Agreement will be permitted only with the express consent of the CITY. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, CONSULTANT shall be fully responsible to CITY for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between CITY and subcontractor nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such contractor other than as otherwise required by law.

15. Binding on Successors:

This Agreement is binding on the heirs, successors and assigns of the parties hereto.

16. Amendment:

This Agreement may be amended, modified, or changed by the parties, provided that said Agreement, modification or change is in writing and approved by the authorized representative of the parties.

17. Applicable Law and Attorney's Fees:

This Agreement shall be construed and enforced in accordance with 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 Santa Cruz. Should any legal action be brought by a party for breach of this Agreement or to enforce any provision of the Agreement, the prevailing party of such action shall be entitled to recover its reasonable litigation expenses, including attorney fees.

18. Entire Agreement:

This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings. Whether oral or written, between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. The drafting and negotiation of this Agreement have been participated in by each of the parties and/or their counsel, and for all purposes this Agreement shall be deemed to have been drafted jointly by all parties.

19. Waiver:

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.

20. Severability:

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

IN WITNESS WHEREOF, the CITY and the CONSULTANT have executed this Agreement in Scotts Valley, California, to be effective as of the date of the last signature below ("Effective Date").

CONSULTANT CITY OF SCOTTS VALLEY

**signature_204681**

SIGNATURE

FULL NAME

**date_signed_204681**

DATE SIGNED

**signature_204689**

Mali LaGoe, City Manager

FULL NAME

**date_signed_204689**

APPROVED AS TO FORM: KIRSTEN POWELL, CITY

ATTORNEY

ATTEST:

**signature_204682**

SIGNATURE

Kirsten M. Powell, City Attorney

FULL NAME

**date_signed_204682**

**signature_204688**

Cathie Simonovich, City Clerk

FULL NAME

**date_signed_204688**