RFQ_-_Environmental_Assessment.pdf

City of Santa Cruz RFQ for ATP Cycle 6 – Swanton-Delaware Multi-Use Path Project – Environmental Assessment

June 2024 Page 1

Request for Qualifications

ATP Cycle 6 – Swanton-Delaware Multi-Use Path Project – Environmental Assessment ATPSB1L-5025(085)

Proposals Due: 11:00 AM July 16, 2024

The City of Santa Cruz Public Works Department is seeking qualified Consultants to submit Statement of Qualifications for an environmental assessment for the purpose of determining significant environmental impacts from the abovesaid project.

For More Information:

The Request For Qualifications document, dated June 2024, may be downloaded from the City’s website https://procurement.opengov.com/portal/santacruzca . For additional information or assistance, contact Christopher Martinez, Engineering Technician, at (831) 420-5288, email cmartinez@santacruzca.gov

The City reserves the right to reject any or all submittals and waive any informality or minor defects in submittals received.

ORGANIZATION OF THIS RFQ DOCUMENT

The Request For Proposals (RFQ) is organized in these sections:

Section 1- General Information to Vendors: Contains summary scope of work, contact information, proposal due date, and general background information.

Section 2- Specifications: Provides details regarding the contract requirements.

Section 3- Process Instructions: Contains the tentative RFQ schedule, explains how the proposals will be evaluated, and presents administrative information on the conduct of the RFQ process.

Section 4- Terms and Conditions: Details the City’s contract terms and conditions.

Section 5- Qualification Cover Page: Provides basic Vendor contact information and an authorized signature accepting the City’s terms and conditions as stated in this solicitation.

Section 6- RFQ Questionnaire: Presents questions for Vendor response.

Appendix A- Professional Services Agreement

June 2024 Page 2

1. GENERAL INFORMATION FOR VENDORS

1.1 Project Background

On December 2022, the City of Santa Cruz was awarded Caltrans grant funding for the Active Transportation Program (ATP) Cycle 6 Swanton-Delaware Multi-use Path project. The purpose of the project is to improve pedestrian and bicyclist safety as well as improving modes of active transportation throughout the City of Santa Cruz. This project will install a multi-use path, protected intersection, roundabout, separated protected bike lanes, sidewalk, traffic signs, striping and markings. New improvements will require conforms to any existing driveways, sidewalks, and pathways located within the right-of-way.

1.2 Submittal Deadline

Submittals are due no later than 11:00 AM July 16, 2024. All submittals will be submitted through the OpenGov Procurement website before the due date. Late submittals may not be considered.

Vendors shall create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/portal/santacruzca . Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit a response to this solicitation.

1.3 Proposal Evaluation and Award

A contract for ATP Cycle 6 – Swanton-Delaware Multi-Use Path Project – Archeological Report will be awarded based on the following criteria:

1. When determining Responsiveness of the vendor’s submittal, the City may consider any of the following but not limited to:

a. Submittal received on time and completed per instructions,

b. Submittal contains required contents, forms and signatures submitted in accordance with RFQ instructions.

2. Submittal is compliant with specifications and industry standards

3. When determining Responsibility of the vendor, the City may consider any of the following but not limited to:

a. Possession of industry standard licensing and/or certifications;

b. Financial capacity of the Vendor;

c. Experience or past performance of the Vendor;

d. Use of Subcontractors / Subconsultants

e. Past, Present and Pending Legal Actions

f. Exceptions with City’s Terms and Conditions.

g. Project delivery schedule.

A vendor’s failure to promptly respond to City’s inquires for submittal clarification may result in determination of non-responsibility.

The contract will be awarded on an all or nothing basis and is tentatively scheduled to begin July 2024.

Vendors have the right to take exception to the specifications or terms to this solicitation, however, such exceptions may deem the submission non-responsible during evaluation. Any exceptions taken must be explained in the proposal. Any exceptions that contradict the City’s terms and conditions or contain provisions that are not in the best interest of the City will disqualify the vendor. If exceptions are not explained, the Vendor will comply with the specifications as stated in this solicitation.

The City reserves the right to reject any or all submittals and waive any informality or minor defects in proposals received.

June 2024 Page 3

June 2024 Page 1

SECTION 2: SPECIFICATIONS

2.1 Scope of Work

The selected vendor is expected to provide a general scope of services that at a minimum include an environmental assessment for the entire length of the Swanton and Delaware Multi-Use Path project limits. The scope of work shall include but is not limited to:

Archeological Services

Archaeological, historical, and cultural resources investigation

Assessment work to collect data for the improvements within the project limits

Review existing information, site records, historical documents, ethnographic accounts, and summaries of archeological research previously found in the area.

Develop a survey design that details anticipated discoveries, actual methods to be employed to conduct the search, and how findings will be recorded.

A physical inspection of the project site shall be conducted according to the developed survey design to search for artifacts or human activity.

o If an archeological site is discovered, the archeologist will gather specific information to record the site with Department of Archeology and Historic Preservation. If human remains are discovered, manage, and protect the archeological deposits in accordance with local and State requirements.

The vendor shall develop a report of the investigation, providing any recommendations for further investigation and procedures during construction.

Biotics Services

Evaluation of new uses for potential impacts to riparian environments

Evaluation of development for impacts to special-status plant and animal species

Evaluation of sensitive habitat areas and important vegetation communities and wildlife habitat, to include riparian, wetland (salt marsh and freshwater wetland), coastal prairie, coastal bird habitat, and habitat that support special status species, as well as, sensitive and edge habitats (“ecotones”).

The evaluation shall include an environmental impact analysis that includes the development’s impacts on Monarch butterfly sites, as well as a management plan addressing preservation of the habitat that includes criteria such as o Prohibiting the cutting, thinning, pruning or removal of any tree or shrub (especially nectar plants used by monarchs) except as necessary for safety of homes or persons and requiring replacement of comparable vegetation.

June 2024 Page 2 o Prohibiting pesticide use and keeping all water sources clean.

o Allowing construction only during the months when monarchs are not present.

o Keeping smoke from infiltrating monarch roosting sites.

Identify existing significant vegetation and landscaping that provides scenic as well as wildlife habitat and forage value.

Identify visual access to nearby natural areas.

As part of the CEQA review process for development projects, evaluate and mitigate potential impacts to sensitive habitat (including special-status species) for sites located within or adjacent to these areas.

o Evaluate coastal roosts and rookeries during activities that could disturb or disrupt breeding or result in loss of habitat, such as construction activities, recreational activities, or special events.

o General scopes of Environmental Impact Analyses Services will include preparation and/or peer review of California Environmental Quality Act (CEQA) documents.

Arborist Services

Identify existing trees and shrubs in the project area to be preserved or to be removed. Indicate circumference of all existing trees measured 4.5 feet from grade.

Identify all heritage trees and shrubs within 20 feet of any proposed ground disturbance.

Prepare an arborist report for any heritage tree to be removed, pruned of 25% or greater of their existing crown, or if any ground disturbance will take place within 10’ of a heritage tree.

A map and photos of the trees within the project area will be provided.

The selected consultant shall review the project for consistency with all applicable policies contained in the City’s General Plan and Local Coastal Program (link to the policies found at https://www.cityofsantacruz.com/government/about-us/general-plan). The selected consultant shall be firm in their conclusions.

2.2 Responsibilities of Vendor

The Vendor shall include all labor, materials, and services to perform the scope of work as set forth in the Project Scope of Work.

2.3 Responsibilities of City

The City shall:

1. Provide all pertinent background documentation and any other available information requested

2. Review and approve Vendor’s work.

2.4 Basic Qualification of Vendor

Vendor must demonstrate significant experience in cultural resources investigation in compliance with state and federal laws and regulations.

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2.5 Damage

The Vendor will be responsible for any damage to City property during the performance of this contract. In the event that there is damage to City property, the Vendor will immediately report the incident to the City in writing.

Any such damage will be repaired or replaced with same by the Vendor at his/her expense and to the satisfaction of the City.

2.6 Vendor’s Employee Conduct

Vendor will agree to remove any employee whose conduct is improper, inappropriate, or offensive as determined by the City. A removed employee(s) is not to work on City premises without the written consent of the City. The Vendor will remove any employee from working in, or delivering to, City facilities who is convicted of a felony during his/her employment.

SECTION 3: PROCESS INSTRUCTIONS

3.1 RFQ Schedule

The City will make every effort to adhere to the following schedule:

Action DATE

1. Issue RFQ June 25, 2024

2. Deadline for submitting additional questions July 9, 2024 11 AM

3. City response to additional questions July 11, 2024 5 PM

4. Proposal due date July 16, 2024 11 AM

5. Proposal evaluation completed July 23, 2024

6. Notice of intent to award July 30, 2024

3.2 Submittal Format

Submittals are due no later than 11:00 AM July 16, 2024. All submittals will be submitted through the OpenGov Procurement website before the due date. Late proposals may not be considered.

Vendors shall create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/portal/santacruzca . Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit a response to this solicitation.

The City will not be liable for any expenses incurred by Vendors responding to this solicitation.

SOQ’s should be organized as follows:

1. RFQ Cover Page, Section 5: Provides basic Vendor contact information and an authorized signature accepting the City’s terms and conditions as stated in this solicitation.

2. Vendor Response to RFQ Questionnaire, Section 6: Answers should be complete and in the order presented. Make your proposal as short as possible and do not include generic marketing materials.

3. Optional Appendices or Exhibits: Vendors may include sample reports, peer review reports, letters of recommendation, or other exhibits that may assist the City in favorably evaluating the Vendor. Do not include generic marketing materials.

Submittals should be no longer than 20 pages in length. RFQ cover page, resumes, attachments, schedules and cover letters will not be counted as part of the 20 pages.

June 2024 Page 4

Vendors have the right to take exception to the specifications or terms to this solicitation. Any exceptions taken must be explained in the submittal. Any exceptions that contradict the City’s terms and conditions, or contain provisions that are not in the best interest of the City will disqualify the vendor. If exceptions are not explained, the Vendor will comply with the specifications as stated in this solicitation.

3.3 RFQ Addenda

The City may determine it is necessary to revise any part of this solicitation. Revisions will be made by written addenda and it is the Vendor’s responsibility to comply with any addenda to this solicitation. Any addenda will be posted on OpenGov website, under Addenda and Notices.

3.4 Submittal Evaluation

The City will use a one-step RFQ process for the selection. A selection committee will review the submitted qualifications and score each in accordance with the scoring criteria below and develop a final ranking of the most qualified consultant.

Technical Qualification Weight

1. Vendor's Qualifications 50 Points

2. Ability to provide the required services in a timely manner 15 Points

3. Project Team’s Applicable Experience 25 Points

4. Overall quality of SOQ 10 Points

Total: 100 points possible

3.4.1 SOQ Evaluation Criteria Definitions

Vendor’s Qualifications (50 pts), RFQ Questionnaire, Section 6 Proposals will be evaluated for the Vendor’s qualifications, experience and references. The criteria will also include an evaluation of the Vendor’s longevity, projected financial stability, work flow, and performance on similar contracts.

Ability to provide the required services in a timely manner (15 pts) , RFQ Questionnaire, Section 6 Proposals will be evaluated on the accessibility of staff, flexibility and readiness in completing specified work.

Project Team’s Applicable Experience (25 pts) , RFQ Questionnaire, Section 6

Proposals will be evaluated for the makeup of the Consultant’s Project Team and their training, experience, certifications and accreditations.

Overall Quality of SOQ (10 pts) Statement of Qualifications will be evaluated for its professionalism and thoroughness. Vendors should answer all questions in the order presented.

3.5 Final Selection

Only the firm with the highest score will be asked to submit a Proposal for the purpose of negotiating a contract.

The Proposal shall contain a work plan, project schedule, cost and staffing plan (key team members identified in the SOQ shall not change (be different than) in the executed contract). If an agreement on scope and cost is not reached within twenty (20) working days, the next highest ranked candidate will be contacted and negotiations with that candidate will begin. This process will continue until an agreement is reached or a decision is made to reissue the RFQ.

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If an agreement is reached with a candidate, the City will notify all Respondents of its intent to award, identifying all respondents.

3.6 Rights of the City

In connection with this procurement process, including the receipt and evaluation of Proposals, City reserves to itself (at its sole discretion) all rights available to it under applicable law, including without limitation, with or without cause and with or without, the right to:

• Cancel, withdraw, reissue, modify, postpone, or extend this RFQ, in whole or in part, at any time, without incurring any obligations or liabilities.

• Issuing addenda to the RFQ.

• Modify the procurement schedule.

• Waive deficiencies, informalities, and irregularities in a Proposal and accept and review a non-conforming Proposal.

• Suspend and terminate the procurement process or terminate evaluations of Proposals received.

• Permit corrections to data submitted with any Proposals.

• Hold meetings and interviews, and conduct discussions and correspondence, with one or more of the Respondents to seek an improved understanding of any information contained in a Proposal.

• Seek or obtain, from any source, data that has the potential to improve the understanding and evaluation of the Proposals.

• Seek clarification from any Respondent to fully understand information provided in the Proposal.

• Reject a Proposal containing exceptions, additions, qualifications or conditions not called for in the RFQ or otherwise not acceptable to the City.

• Conduct an independent investigation of any information, including prior experience, identified in a Proposal by contacting project references, accessing public information, contacting independent parties, or any other means.

• Request additional information from a Respondent during the evaluation of its Proposal.

• Utilize all ideas presented in the various proposals and incorporate these ideas into the contract of the selected Proposer.

• Accepting and negotiating with a Consultant any combination of services, the services and combination to be chosen by the City in its sole discretion.

3.7 Contract Implementation

The contract resulting from this solicitation is tentatively scheduled to begin August 2024. Upon award notification and prior to final contract approval, the successful proposer will be required to submit:

a. Proof of insurance and living wage ordinance compliance documentation as specified in section 4.1 of this solicitation;

b. Documentation of all credentials necessary to legally perform the services specified;

c. A completed W9 form and, if applicable, non-resident withholding exemption form, if not already on file with the City; and

d. Proof of a current City of Santa Cruz business tax certificate if the Vendor is located in, or performs services within, the city limits for more than 6 days annually.

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The finalized contract will include the vendor’s Proposal, RFQ Section 2, RFQ Section 4, the Vendor’s response to Section 5 (RFQ Cover Page), the Vendor’s response to Section 6 (RFQ Questionnaire), the City’s standard terms as Exhibit A, and any negotiated modifications agreed to by the parties.

3.8 Public Record

Proposals received will become the property of the City. All proposals, evaluation documents, and any subsequent contracts will be subject to public disclosure per the “California Public Records Act,” California Government Code, sections 6250 – 6270. All documents related to this solicitation will become public records once discussions and negotiations with proposers have been fully completed and an award has been announced.

Appropriately identified trade secrets will be kept confidential to the extent permitted by law. Any proposal section alleged to contain proprietary information will be identified by the proposer in boldface text at the top and bottom as “PROPRIETARY.” Designating the entire proposal as proprietary is not acceptable and will not be honored.

Submission of a proposal will constitute an agreement to this provision for public records. Pricing information is not considered proprietary information.

3.9 Award Protests

The City desires to foster cooperative relationships with Vendors and to reach a fair agreement in a timely manner.

The City encourages Vendors to resolve issues regarding the solicitation requirements or the procurement process through written correspondence and discussions at least 5 business days prior to the proposal due date. This will allow the City time to research the validity of the protest and either issue an addendum to the solicitation, cancel the solicitation, or determine the protest to be unfounded and proceed with the solicitation. In the event the protest of specifications is denied, and the protester wishes to continue in the protest process, the protesting vendor must still submit a proposal in accordance with the proposal submittal procedures provided in this solicitation.

Questions or concerns prior to the intent to award notice will be directed to:

Chris Martinez Engineering Technician

(831) 420-5288 cmartinez@santacruzca.gov

Any Vendor who unsuccessfully bids on a city contract or any trade association representing workers who would have potentially been employed by such contract may formally protest a contract award. Protest letters regarding a formal contract award will be directed to:

City of Santa Cruz City Clerk Administrator

809 Center Street, Room 9 Santa Cruz, California 95060

Protests will be filed with the City Clerk’s office no later than 5 business days after the written notice of intention to award has been distributed. Protest letters will include:

The name, address, and telephone number of the protester;

The solicitation title and due date;

Name of City employee and Department designated as the contact in the original solicitation;

A detailed statement of the legal and/or factual grounds for the protest; and The form of relief requested.

The City Council will hear the protest prior to award of the contract. The protesting party may protest the City’s or successful Vendor’s failure to comply with the requirements of the Purchasing Ordinance or the solicitation

June 2024 Page 7 documents. The protest must clearly set forth the basis for the protest; grounds not set forth in the written protest will not be considered by the City Council at the protest hearing. The City Council will sustain a protest if the protesting party demonstrates by clear and convincing evidence that, as specified above, the City would act improperly in awarding the contract. The decision of the City Council will be final.

4. TERMS AND CONDITIONS

4.1 City’s Standard Terms and Conditions

The City of Santa Cruz standard terms and conditions shall govern this contract. Review the terms and conditions https://www.cityofsantacruz.com/home/showdocument?id=9259; all terms including, but not limited to, insurance apply to the contract resulting from this solicitation. A current copy of these terms will be included in the resulting contract as an Exhibit. A hard copy of the terms and conditions are available by contacting the Purchasing Division at (831) 420-5080.

4.1.1 Insurance Requirements

Vendor will provide Certificate of Insurance(s) for Commercial General Liability, Auto Liability, and Workers’ Compensation as stated in the City’s standard terms and conditions.

4.1.2 Prevailing Wage

Prevailing wages must be paid to all workers and subcontracted employees for this contract. This contract is subject to compliance monitoring and enforcement by the DIR. Contractors and subcontractors must register with the DIR in order to submit a bid and be awarded a contract.

(http://www.dir.ca.gov/dlse/dlsePublicWorks.html)

4.2 Term of Contract

The term of the contract will commence upon executing the agreement and continue until December 2024.

4.3 Contract Renewal

At the option of the City, this contract may be renewed under the same contractual terms and conditions and at the same price or price basis.

4.4 Mandatory Piggyback Provision

Vendors are required to extend the pricing, terms and conditions of this bid to other government agencies. Vendor shall make this contract available to interested agencies for at least six months following the award of this contract.

Interested government agencies may enter into their own contract with the successful Vendor. They may negotiate minor changes in terms and conditions.

4.5 Equal Employment Opportunity/Non-Discrimination

City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or and veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to be in compliance with all applicable Federal and State and local equal employment opportunity acts, laws, and regulations and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at

June 2024 Page 8 http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

Copies are available upon request from the City’s Purchasing Division.

4.6 Indemnification

For General Services: To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless the City, its officials, officers, employees, and volunteers from and against any and all claims, demands, actions, liabilities, damages, judgments, or expenses (including attorneys’ fees and costs) arising from the acts or omissions of Consultant’s employees or agents in any way related to the obligations or in the performance of services under this Agreement, except for design professional services as defined in Civil Code § 2782.8, and except where caused by the sole or active negligence, or willful misconduct of City.

For Design Professional Services under Civil Code §2782.8: To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and volunteers from and against any and all claims, demands, actions, liabilities, damages, or expenses (including attorneys’ fees and costs) arising from the negligence, recklessness, or willful misconduct of the Consultant, Consultant’s employees, or agents in any way related to the obligations or in the performance of design professional services under this Agreement as defined in Civil Code §2782.8, except where caused by the sole or active negligence, or willful misconduct of City. The costs to defend charged to the Consultant relating to design professional services shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8.

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SECTION 5: QUALIFICATION COVER PAGE

1. Proposal Deadline

Proposals are due no later than 11:00 AM July 16, 2024. All proposals will be submitted through the OpenGov Procurement website before the due date. Late proposals may not be considered. Vendors shall create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/portal/santacruzca .

Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit a response to this solicitation.

2. Qualification Response Sheet The undersigned, upon acceptance, agrees to furnish the following in accordance with the specifications and terms and conditions per City of Santa Cruz RFQ for “ATP Cycle 6 – Swanton-Delaware Multi-Use Path Project – Environmental Assessment ATPSB1L-5025(085)” dated June 2024.

The undersigned, under penalty of perjury, declares not to be a party with any other business to an agreement to bid a fixed or uniform price in connection with this proposal.

The unsigned declares under penalty of perjury that she/he is authorized to sign this document and bind the business or organization to the terms of this contract.

The undersigned recognizes the right of the City of Santa Cruz to reject any or all proposals received and to waive any informality or minor defects in proposals received.

Vendor Name:

Address:

Telephone Number:

Fax Number:

E-mail address:

Signature of Authorized Representative:

Printed Name of Authorized Representative:

If vendor is awarded the contract, the vendor shall extend contract terms and pricing to other government agencies.

3. Addenda

The City may determine it is necessary to revise any part of this solicitation. Revisions will be made by written addenda and it is the Vendor’s responsibility to comply with any addenda to this solicitation. Any addenda will be posted on OpenGov website, under Addenda and Notices.

How many addenda were issued for this solicitation? ________

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SECTION 6: QUESTIONNAIRE

Answer all of the following questions. Any omission may be cause for rejection of proposal. Answers should be complete, and in the order presented. A simple "yes" or "no" answer is not adequate.

Consultants have the right to take exception to the specifications or terms to this solicitation. Any exceptions taken must be explained in the proposal. Any exceptions that contradict the City’s terms and conditions or contain provisions that are not in the best interest of the City will disqualify the Consultant. If exceptions are not explained, the Consultant will comply with the specifications as stated in this solicitation.

Consultant’s qualifications, experience and references (Up to 50 Points)

1) Describe business background and qualifications, including year business was established.

2) Describe internal procedures and/or policies associated to work quality, cost control and scheduling.

3) For the work described in these documents, what would be your approach (crew size, equipment, volume of material) for a typical work day?

4) Describe the systems your company uses to communicate between supervisors, office staff and field staff.

Also describe the systems you use to assign, track and evaluate work performed by your employees

5) Describe experience doing similar work for other public agencies.

6) Provide the location of office which will be performing work for City of Santa Cruz.

7) Provide the names of three clients for whom your business currently provides the same scope of services.

Include the name of the business, the name of a contact person, and the phone number.

Ability to provide the required services in a timely manner (up to 25 points)

1) Describe your firm’s ability to provide the required services in a timely manner; accessibility of staff, flexibility and readiness to complete specified work.

Project Team (Up to 15 Points)

1) Provide background of personnel that will be assigned to provide this service to the City. Information should include experience, background, academic training and where registered. Include an organizational chart and staffing plan for the proposed team. A summary should also be included defining each team member’s role. Include the individual(s) authorized to negotiate the contract on behalf of the consulting firm. No changes of the core members that comprise the Project Team are allowed, or changes to the key Project staff, as represented in the Respondent’s SOQ unless approved by the City. Respondents may strengthen their Project Team by adding experienced personnel and sub-consultant members.

2) If you will subcontract portions of the work, identify Subcontractors who will be working and describe their role and performance responsibilities. Subcontractors to be used will be listed in the Consultant’s proposal.

Subcontracting of work after contract award and without prior approval of the City, may result in contract termination. If at any time, the City determines any Subcontractor is incompetent or undesirable, Consultant will be notified and will be expected to immediately cancel the subcontract.

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Appendix A:

(See attached Professional Services Agreement)

City of Santa Cruz Sample Professional Services Agreement for Swanton-Delaware Multi-Use Path Project – Environmental Assessment

February 2023 (Form Rev.0921) Page 1

SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR

ATP Cycle 6 – Swanton-Delaware Multi-Use Path Project – Environmental Assessment

ATPSB1L-5025(085)

THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and __________________ (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of ____________, 20__ (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK

Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT

All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and warrants that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Nathan Nguyen, Director of the Public Works Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

SECTION 3: RESPONSIBILITIES OF THE CITY

City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of

February 2023 (Form Rev.0921) Page 2 acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

SECTION 4: FEES AND PAYMENT

For services actually performed, the City will compensate Consultant at the rates set forth in the Cost Schedule detailed in Exhibit A and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire the Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit A. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Markups shall not be charged for any approved sub-consultants or subcontractors.]

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $DOLLAR without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by a principal of Consultant’s firm (if Consultant is an entity):

"I hereby certify [or as principal of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is a fair and reasonable use of public funds, is in accordance with the terms of Agreement dated (Insert Agreement Date), and has not been previously paid."

SECTION 5: TRAVEL REIMBURSEMENT POLICY

The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees.

SECTION 6: CHANGES IN WORK

City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit A shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

SECTION 7: TIME OF BEGINNING AND SCHEDULE FOR COMPLETION

The term of this Agreement shall be on the effective date of this Agreement and terminating on _____________ 20__.

Consultant shall begin work as specified in a written authorization (e.g. Notice to Proceed) to perform services. The

February 2023 (Form Rev.0921) Page 3 written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit A. In the event that major changes are ordered, the schedule for completion as stated in Exhibit A may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit A in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

SECTION 8: TERMINATION

The City may terminate the Agreement for convenience by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City or Consultant may terminate the Agreement for cause by providing written notice to the other party not less than 30 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 15 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within such time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from date of the Consultant’s written termination notice specifying the default in performance.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

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SECTION 9: INSURANCE

Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit B. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

SECTION 10: INDEMNIFICATION

Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees, as determined by an adjudicatory body or court of competent jurisdiction. The obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES

City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES

If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

SECTION 13: AMENDMENTS

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This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit A, Cost Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager. Director reserves the right to approve the project manager assigned by Consultant to said work.

No change in assignment may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to

Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

4. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the

Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant owes City a duty of undivided loyalty in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the Political Reform Act, Section 1090 of the Government Code, and the City’s conflict of interest code.