RFQu_Swanton_and_Laurel_Survey.pdf

City of Santa Cruz RFQu for Swanton and Laurel Survey

May 2026 Page 1

REQUEST FOR QUALIFICATIONS (RFQu)

UTILITY LOCATION AND TOPOGRAPHIC SURVEY FOR:

SWANTON AND DELAWARE MULTI-USE PATHWAY (c401805) and

LAUREL STREET SIDEWALK INFILL (c402506)

Date Released: May 4, 2026

Submission Due Date: May 28, 2026 at 2:00 p.m.

destranero Stamp

May 2026 Page 2

ORGANIZATION OF THIS RFQu DOCUMENT

The RFQu 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 RFQu schedule, explains how the proposals will be evaluated, and presents administrative information on the conduct of the RFQu process.

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

Section 5- Proposal 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- RFQu Questionnaire: Presents questions for Vendor response.

Section 7- Fee Schedule: Provides format for submitting pricing. Fee Schedules will include all costs incidental to performing the work for this solicitation.

Appendix A- Professional Services Agreement

1. GENERAL INFORMATION FOR VENDORS

1.1 Project Background

Swanton and Delaware Multi-Use Pathway

In December 2022, the City was awarded $2,968,000 in State funding through Active Transportation Program (ATP) Cycle 6 for improvements along Swanton Boulevard (West Cliff Drive to Delaware Avenue) and Delaware Avenue (Swanton Boulevard to Shaffer Road). Key project elements include: multi-use pathway, two-way separated bicycle facility, sidewalk and intersection improvements

Laurel Street Sidewalk

In 2023, The City was awarded $11,002,820 in funding through the Affordable House and Sustainable Communities (AHSC) program. Part of the fund is dedicated to sidewalk improvements along Laurel Street between King Street and Escalona Drive, which currently does not have continuous sidewalk. The project proposes to fill the sidewalk gaps.

1.2 Summary Scope of Work

The City of Santa Cruz Public Works Department is soliciting proposals from qualified firms with expertise in topographic survey work for the development of construction plans and specifications. This Request for Qualifications (“RFQu”) is being made available to entities who are qualified to perform the entire scope of services as described in this RFQu.

1.3 Contact

If you have any questions concerning this solicitation, please call Dan Estranero P.E. Associate Professional Engineer, at (831) 420-5189, email destranero@santacruzca.gov mailto:destranero@santacruzca.gov

May 2026 Page 3

1.4 Proposal Deadline

Proposals are due no later than 2:00 PM, May 28, 2026. 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.

1.5 Proposal Evaluation and Award

A contract will be awarded based on the following criteria:

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

a. Proposal received on time and completed per instructions,

b. Proposal contains required contents, forms and signatures submitted in accordance with RFQu instructions.

2. Proposal 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 proposal clarification may result in determination of non-responsibility.

Vendors have the right to take exception to the specifications or terms to this solicitation, however, such exceptions may deem the proposal 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 proposals and waive any informality or minor defects in proposals received.

SECTION 2: SPECIFICATIONS

2.1 Project Overview

2.1.1 Scope of Work

The City is seeking a licensed surveyor to produce a topographic survey with utility and object locations and incorporate survey into an AutoCAD design file. The survey shall use NAD 83 horizontal control and City benchmark system for vertical control. Attached are concept plans showing approximate survey limits. The survey is to include all features within the proposed work area and extend beyond to take into account conforms to the private right-of-way (driveways, etc.), existing street, sidewalk, curb and gutter, and medians. The survey shall not include boundary information (street right of way, property, etc.)

Typical features and objects shall include but is not be limited to: top of curb, gutter flow line, lip of gutter, water meter boxes, water valve boxes, clean outs, pull boxes, hydrants, catch basins, manholes (north rim only), https://procurement.opengov.com/portal/santacruzca

May 2026 Page 4 electrical boxes, storm drains, through curb drains, sidewalk, driveway approaches, driveways, all utilities, poles, guy wires, mail boxes, fences, stairs/steps, paths, retaining walls, irrigation, large and small trees, mature landscape, shrubs, boulders, pavers, roadway, and grade breaks.

2.2 Responsibilities of Vendor

The Vendor shall include all labor, materials, and services to perform the work as set forth in the RFQu.

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 survey work in compliance with state and federal laws and regulations.

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 RFQu Schedule

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

Action DATE

1. Issue RFQu May 04, 2026

2. Deadline for submitting additional questions May 20, 2026, 5:00 p.m.

3. City response to additional questions May 22, 2026, 5:00 p.m.

4. Proposal due date May 28, 2026, 2:00 p.m.

5. Proposal evaluation completed June 12, 2026

6. Notice of Intent to Award June 19, 2026

3.2 Proposal Format

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

Technical Proposals should be organized as follows:

1. RFQu 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.

May 2026 Page 5

2. Vendor Response to RFQu 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.

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

Vendors 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 vendor. If exceptions are not explained, the Vendor will comply with the specifications as stated in this solicitation.

3.3 RFQu 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 Proposal Evaluation

RFQu responses will be evaluated and ranked according to the criteria below by an evaluation committee composed of City staff. The evaluation committee will open and review the proposals in confidence. Proposals will be available to the public after contract award. Points will be awarded based on the following categories:

Technical Proposal Weight

1. Vendor's qualifications, experience and references 50 Points

2. Project Team 40 Points

3. Overall quality of proposal 10 Points Total: 100 points possible

3.4.1 Technical Proposal Evaluation Criteria Definitions

Vendor’s Qualifications (50 pts), RFQu 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.

Project Team (40 pts) , RFQu 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 Proposal (10 pts) Proposals will be evaluated for its professionalism and thoroughness. Vendors should answer all questions in the order presented.

3.5 Final Selection

After the evaluation process is complete, the top three responsive Vendors will be ranked sequentially from the most advantageous to the least, based on the final score determined by the Evaluation Committee. The City will notify all Respondents of its intent to award, identifying the top three ranked Project Teams.

Once the ranking of the proposals is complete, the Fee Schedule document will be requested from the highest ranked Respondent. The City will begin negotiating a firm contract with the highest ranked Respondent. If no agreement can be reached, negotiations will begin with the next ranked Respondent.

May 2026 Page 6

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 RFQu, in whole or in part, at any time, without incurring any obligations or liabilities.

• Issuing addenda to the RFQu.

• 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 RFQu 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

A separate contract will be issued for the Swanton and Delaware Multi-Use Pathway project and Laurel Street Sidewalk Infill project. The contract resulting from this solicitation is tentatively scheduled to begin July 2026 and issued August 2026. 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.

The finalized contract will include the RFQu Section 2, the RFQu Section 4, the Vendor’s response to Section 5 (RFQu Cover Page), the Vendor’s response to Section 6 (RFQu Questionnaire), the Fee Schedule as described in Section 7, the City’s standard terms as Exhibit A, and any negotiated modifications agreed to by the parties.

May 2026 Page 7

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:

Dan Estranero P.E.

Associate Professional Engineer

(831) 420-5189 destranero@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 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.

mailto:destranero@cityofsantacruz.com

May 2026 Page 8

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.santacruzca.gov/files/assets/city/v/1/fn/documents/purchasing/terms-and-conditions.pdf ; 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 for the period of one year, plus any renewals agreed to by the parties.

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 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 http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-

EEO

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

4.5 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 https://www.santacruzca.gov/files/assets/city/v/1/fn/documents/purchasing/terms-and-conditions.pdf http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-EEO https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-EEO

May 2026 Page 9 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.

May 2026 Page 10

SECTION 5: PROPOSAL COVER PAGE

1. Proposal Deadline

Proposals are due no later than 2:00 PM May 28, 2026. 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. Proposal 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 “RFQu for Swanton and Laurel Survey” dated May 2026.

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:

DIR Registration Number:

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? ________

May 2026 Page 11

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

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

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

5) Include, if any, innovative or advanced techniques that may be used in the survey that will ease the design work or construction phases.

6) 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

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

8) These projects are grant funded. Describe your familiarity with State and Federal procedures. Include any grant funded project(s) where you have provided surveying services.

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

10) 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.

Project Team (Up to 40 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 RFQu 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

May 2026 Page 12 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.

SECTION 7: FEE SCHEDULE

• The City will request a Fee Schedule from the highest ranked Vendor. Submit Fee Schedule to Dan

Estranero through e-mail at destranero@santacruzca.gov

• Provide a separate cost for Swanton and Delaware Multi-Use Pathway project and Laurel Street Sidewalk

Infill project.

• Detail all costs incidental to the Survey. Include all costs in your proposal. Vendor will not be allowed to charge for costs not listed in the proposal.

• Break down Fee Schedule into as many tasks as deemed necessary, to clearly present the anticipated level of effort and costs associated with the various activities and deliverables. Indicate the hourly rate of the individual (or Subcontractor) as well as the anticipated number of hours per task. Include other direct costs associated with each element and adjustments in rates predicted to occur during the project.

• State any and all assumptions, such as the number of meetings to be attended, or number of submittals to be reviewed.

• Describe under what circumstances that City would be charged for additional work.

mailto:destranero@santacruzca.gov

May 2026 Page 13

Appendix A:

(See attached Sample Professional Services Agreement)

City of Santa Cruz Professional Services Agreement for PROJECT TITLE

Month Year (Form Rev.03/25 ) Page 1

Professional Services Agreement With

[CONSULTANT NAME]

For [ PROJECT TITLE]

THIS PROFESSIONAL SERVICES AGREEMENT (“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 services 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 agrees 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 workmanlike/professional 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. City shall compensate Consultant for such additional work on the same basis as provided for in Section 4.

If, in performing the services, 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 or authority.

Consultant shall meet with Nathan Nguyen, Director of the Public Works Department, hereinafter called "Director", or other designated and authorized City personnel, and/ or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Consultant shall obtain City’s review and acceptance of completed work monthly, or at other intervals as may be mutually agreed upon during the term of this Agreement. Review or acceptance of Consultant’s work by City or its designee 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 data and information in the City’s possession necessary to carrying out and completing the services 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 City staff person to serve as their representative with respect to this Agreement.

Consultant’s work shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or

Month Year (Form Rev.03/25 ) Page 2 delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure acceptance.

SECTION 4: FEES AND PAYMENT

For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire 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. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Where conflicts regarding compensation may occur, the provisions of this section shall 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 an authorized representative of Consultant (if Consultant is an entity):

“[I] or [As an authorized representative of Consultant, I] hereby certify that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is in accordance with the terms of the Agreement by and between the City of Santa Cruz and (Insert Party Name) dated (Insert Agreement Date), and has not been previously paid."

This Agreement is contingent upon the appropriation of sufficient funding by the City for the Scope of Work covered by this Agreement. If funding is reduced or deleted for the Scope of Work covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating any reduced amount.

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 to the Scope of Work. No changes to the Scope of Work shall be made without the prior written agreement between City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit B 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.

Month Year (Form Rev.03/25 ) Page 3

SECTION 7: TERM AND SCHEDULE

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

Consultant shall begin the Scope of Work as specified in a written authorization (e.g., Notice to Proceed) to perform services issued by the City. The written authorization to perform work shall not be issued until after this Agreement has been approved and executed by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit C. In the event there are major changes to the Scope of Work, the schedule for completion as stated in Exhibit C may be adjusted with the City’s approval to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the changes to the Scope of Work.

Neither party shall 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 under 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 C 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 any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 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 the specified 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 of its obligations under this Agreement within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance.

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

Month Year (Form Rev.03/25 ) Page 4 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.

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 D. 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. Consultant’s 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 https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-

EEO

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.

http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-EEO https://www.santacruzca.gov/Government/City-Departments/Human-Resources/Equal-Employment-Opportunity-EEO

Month Year (Form Rev.03/25 ) Page 5

SECTION 13: AMENDMENTS

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 B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant 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 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.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

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.

Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, or acting on Consultant’s behalf pursuant to this Agreement, as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultants is an independent obligation from the City’s obligation to make payments to the Consultant.

Month Year (Form Rev.03/25 ) Page 6

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 agrees to comply with conflict of interest laws 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.