HomeMy WebLinkAboutItem 7d. Authorization to Advertise a Request for Qualifications for Human Resources Consulting Services Item 6d
Department: Human Resources
Cost Center: 3001
For Agenda of: 5/5/2026
Placement: Consent
Estimated Time: N/A
FROM: Nickole Domini, Human Resources Director
Prepared By: Diana Federico, Human Resources Analyst
SUBJECT: AUTHORIZATION TO ADVERTISE A REQUEST FOR QUALIFICATIONS
FOR HUMAN RESOURCES CONSULTING SERVICES
RECOMMENDATION
1. Authorize the issuance of a Request for Qualifications (“RFQ”) for Human Resources
consulting services; and
2. Authorize Human Resources to create an On-Call List from the proposals received
and deemed to be responsive; and
3. Authorize the City Manager or designee to execute contracts on an as-needed basis,
with the agencies in the on-Call List during the five-year period July 1, 2026 – June
30, 2031.
POLICY CONTEXT
Municipal Code 3.24.070 (Authority to Hire Consultants) provides the criteria to contract
for professional services using the RFQ process. Additionally, the City’s Purchasing
Policy states that a formal request for proposals for Professional Services should be
issued if the expenditure will exceed $39,999. The Human Resources Department often
finds that outside consulting services are needed to support the City or advise on an
urgent personnel matter. In these instances, there is not sufficient notice to issue a formal
request for proposals, and it is unclear what the total cost of consultant services will be .
To support unplanned needs, the Human Resources Department is proposing to fulfill this
purchasing requirement in advance, so qualified consultants may be hired quickly as
needs arise.
DISCUSSION
Background
This request originated from the City’s need to access specialized Human Resources
support to fulfill unanticipated needs as well as recurring tasks that are best handled
externally to ensure an objective process.
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Item 6d
The Human Resources Department oversees tasks throughout the year that require
specialized expertise or are highly sensitive in nature and timing. For example, the annual
appointed official’s evaluation process, executive recruitments, and classification or
organizational assessments have been handled by various consultants for many years.
While some of these needs can be anticipated, other requests arise at the last minute
and demand more urgent action. If an outside consultant is needed to provide those
services, and delegated purchasing thresholds may be exceeded, it causes delays in
completing important work. These services are often high-cost and time-sensitive, making
it inefficient to seek quotes or initiate a request for proposals for each individual need.
Establishing an On-Call list of qualified providers would streamline procurement, reduce
delays, and ensure that reliable, pre-approved consultants may be contracted to provide
services in a timely manner. The draft RFQ is included as Attachment A.
Next Steps
Once approved by City Council, the City will issue a RFQ and will develop an On-Call list
from the proposals received and deemed to be responsive. The On -Call list will be
established for five fiscal years (through Fiscal Year 2030-31).
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to the recommended
action in this report, because the action does not constitute a “Project” under CEQA
Guidelines Sec. 15378.
FISCAL IMPACT
Budgeted: N/A Budget Year: FY 2026-27
Funding Identified: N/A
Fiscal Analysis:
Funding
Sources
Total Budget
Available
Current
Funding
Request
Remaining
Balance
Annual
Ongoing
Cost
General Fund $ $ $ $0.00
State
Federal
Fees
Other:
Total $ $ $ $0.00
The RFQ does not obligate any funds or commit the City to utilize any of the Consultants
added to the on-call list. At the time an on-call Consultant is engaged for a particular
matter, funds will be identified to pay for the services, consistent with the City’s purchasing
policy.
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Item 6d
ALTERNATIVES
Council could decide not to authorize an RFQ for Human Resources Consulting
Services. If Council chooses this alternative, staff will need to continue securing multiple
quotes for each individual service request, even when needs are urgent and exceed
delegated purchasing thresholds. This process can delay timely action and requires
repeated outreach to the same firms for updated pricing. Establishing an approved on -call
list through a competitive RFQ process would allow the City to lock in consultant rates for
up to five years, reducing how often firms are asked to resubmit quotes and ensuring
more consistent pricing. Without this structure in place, the City risks slower response
times, decreased operational efficiency, and higher overall costs over time.
Council could decide to modify the RFQ for Human Resources Consulting
Services. Council could revise the RFQ language, such as adding or reducing the types
of consulting services being requested.
ATTACHMENTS:
A – Draft RFQ for Human Resources Consulting Services
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The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities.
Telecommunications Device for the Deaf (805) 781-7410.
Notice Requesting Qualifications for Human Resources Services
The City of San Luis Obispo is requesting sealed proposals for general Human Resources services.
All firms interested in receiving further correspondence regarding this Request for Qualifications (RFQ)
will be required to complete a free registration using BidNet Direct (www.bidnetdirect.com).
All proposals must be received via BidNet Direct by May 29, 2026 at 5:00 p.m., when they will then be
opened electronically via BidNet Direct on the proposal end date and time.
The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit
a paper copy, please submit it in a sealed envelope plainly marked “Proposal for Human Resources
Services” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, at or before 5:00
pm on May 29, 2026.
Project packages and additional information may be obtained at the City’s BidNet Direct website at
www.BidNetDirect.com.
For technical help with BidNet Direct please contact BidNet Direct tech support at 800-835-4603.
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TABLE OF CONTENTS
A. INTRODUCTION......................................................................................................................................... 1
B. SCOPE OF WORK ....................................................................................................................................... 1
C. GENERAL TERMS AND CONDITIONS ........................................................................................................ 4
D. SPECIAL TERMS AND CONDITIONS .......................................................................................................... 6
E. PROPOSAL REQUIREMENTS ...................................................................................................................... 7
E. FORM OF AGREEMENT ............................................................................................................................. 9
F. PROPOSAL SUBMITTAL FORM: REFERENCES .......................................................................................... 10
G. PROPOSAL SUBMITTAL FORM: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS ....................... 12
EXHIBIT A : FORM OF AGREEMENT ............................................................................................................. 13
EXHIBIT B – INSURANCE REQUIREMENTS ................................................................................................... 23
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A. INTRODUCTION
About the City of San Luis Obispo
The City of San Luis Obispo (“City”) is nestled on the Central Coast of California, halfway between Los
Angeles and San Francisco. With approximately 490 regular employees, the City’s nine departments serve
the public in carrying out the policies and programs prioritized by the City Council, and implementing the
City's charter and municipal code. The City’s mission statement explains the organization's focus in
carrying its responsibilities. Its organizational values guide and inspire the day to day operations of the
City.
Project Overview
The City of San Luis Obispo’s Human Resources department is seeking proposals from qualified and
experienced advisors to provide an array of Human Resources services to support the department on an
as-needed basis. This RFP will establish an On-Call List which the City can utilize as needed.
B. SCOPE OF WORK
The City is requesting proposals for consultant services in a variety of different areas to establish a list of
qualified firms and individuals for contract work the City may need during the five-year period July 1, 2026
through June 30, 2031. The City requests information regarding the qualifications of consultants
interested in providing human resources-related services, as needed, via an established list of On-Call
consultants (“On-Call List”). Placement on the On-Call List does not guarantee that the firm or individual
consultant will be engaged to provide services. Services will be used on an as-needed, case-by-case or
matter-by-matter basis. Outside consultant engagements for which proposals are sought may involve one
or more of the following areas:
Service Description and Examples of Tasks Please Check if You Are
Qualified and Applying to
Perform This Service
Evaluation services,
including Appointed
Official and 360‑degree
assessments
Collect structured feedback on leadership
competencies; facilitate stakeholder
engagement; conduct 360-degree
evaluations to capture input from peers,
reports, and supervisors to inform
development plans and accountability;
summarize feedback and facilitate
conversations with Elected Officials and
Appointed Officials.
☐
Workplace investigations Conduct impartial workplace investigations
in response to complaints or policy
violations and recommend corrective
actions.
Determine scope, jurisdiction, and required
compliance steps; develop an investigation
☐
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plan, including issues, witnesses, timelines
and documentation; conduct interviews in a
neutral and procedurally compliant manner;
gather, review, and preserve evidence;
maintain detailed records; prepare findings
reports supported by facts, analysis and,
policy conclusions; provide briefing to HR,
leadership, and legal counsel while
maintaining confidentiality.
Performance and
employee relations
support
Assist supervisors in preparing and
delivering difficult performance feedback;
Develop and review Performance
Improvement Plans (PIPs); Provide guidance
on handling employee behavioral issues,
inappropriate workplace conduct, or conflict
between team members; facilitate meetings
to mediate conflicts and support a positive
work environment; Advise leaders on
progressive discipline steps to ensure
compliance with internal policy and
applicable labor laws; support drafting of
documentation.
☐
Executive recruitment Partner with HR and leadership to define
competencies, develop job postings, source
and pre-screen candidates, coordinate panel
interviews, manage candidate
communications, support reference checks,
and maintain detailed records.
☐
Group dynamic and
Conflict resolution
facilitation
Assess how teams communicate, make
decisions, and handle differing viewpoints;
measure trust, participation, psychological
safety, and meeting effectiveness; identify
steps needed and recommend action items
to improve collaboration and outcomes.
Evaluate the frequency, sources, and impact
of workplace conflict; measure perceptions
of fairness, timeliness, and manager
effectiveness to guide training, process
improvements and other suggested
resolutions.
☐
Executive coaching Establish coaching goals; conduct intake
interviews; review performance data; assess
strengths, gaps, and development needs;
facilitate coaching sessions focused on skill-
building, reflection and practice; provide
☐
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structured feedback, document progress,
support long-term development planning,
and transition back to standard performance
management.
Classification and
compensation support
Evaluate pay equity, job leveling clarity,
market competitiveness, and internal
consistency; produce results to inform pay
structure updates, transparency initiatives,
and related tasks.
☐
Recruitment consulting
and support
Assess and refine talent acquisition
processes; streamline recruiting workflows.
☐
Benefits administration
support
Evaluate plans, costs, utilization and
satisfaction with benefits programs;
measure enrollment ease, communication
clarity, and perceived value to guide plan
design, new offerings and communications.
☐
Risk and safety support Review and/or develop agency policies and
programs; conduct site inspections, field
visits, and hazard assessments; identify gaps
and regulatory exposures; evaluate data and
trends; recommend corrective actions,
controls, and safer work practices; deliver
safety training; support accident
investigations; review contracts; support
compliance documentation and reporting.
☐
Interactive
Accommodation Process
Support
Develop job function analyses; facilitate
interactive process meetings; complete
associated documentation.
☐
Policy development Evaluate the clarity, accessibility, accuracy of
policies; assess compliance gaps; prioritize
updates and improve communication and
rollout strategies; develop new policies or
programs to meet regulatory requirements.
☐
Organizational and
strategic planning
support
Facilitate strategic planning sessions and
document development; evaluate alignment
to vision, goal clarity, prioritization, and
cross-functional coordination; assist with
progress tracking and communication
effectiveness to strengthen strategic
execution.
☐
Governance support Examine roles, decision rights, and
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accountability mechanisms; measure
transparency, compliance, and
board/committee effectiveness to refine
governance structures.
☐
Leadership development Assess leadership competency needs,
program quality, and perceived impact on
performance; measure improvements in
coaching, communication, inclusion, and
change leadership to guide curriculum;
facilitate retreats.
☐
Team building Evaluate team cohesion, trust, role clarity,
and collaboration norms; measure
engagement and cross-functional
effectiveness to tailor team-building
activities and follow-up action plans.
☐
Labor relations Collective bargaining strategy; grievance and
arbitration support; contract/MOU
interpretation.
☐
General HR consulting
and project management
Input, assessment and/or action planning
around organizational culture or structure,
engagement, workforce planning, change
management, succession planning, strategic
planning, etc.
☐
C. GENERAL TERMS AND CONDITIONS
PROPOSAL REQUIREMENTS
1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall
meet all the terms and conditions of the Request for Qualifications (RFQ) project package. By
virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all
provisions of the RFQ specifications.
2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the
specifications and accompanied by any other required submittals or supplemental materials.
Proposal documents shall be submitted electronically via BidNet. However, if you can’t submit
electronically in BidNet, please email a copy to the contacts listed in the RFQ package, if you can’t
email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis
Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the
proposal should be clearly labeled with the proposal title, project number, name of bidder, and
date and time of proposal opening. No fax submittals will be accepted.
3. Insurance Certificate. Each proposal must include a certificate of insurance showing:
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a. The insurance carrier and its A.M. Best rating.
b. Scope of coverage and limits.
c. Deductibles and self-insured retention.
The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance
coverage during proposal evaluation; endorsements are not required until contract award. The
City’s insurance requirements are detailed in Exhibit B to the Agreement
4. Proposal Quotes and Unit Price Extension. The extension of unit prices for the quantities
indicated and the lump sum prices quoted by the bidder must be entered in figures in the spaces
provided on the Proposal Submittal Form(s). Any lump sum bid shall be stated in figures. The
Proposal Submittal Form(s) must be totally completed. If the unit price and the total amount
stated by any bidder for any item are not in agreement, the unit price alone will be considered as
representing the bidder’s intention and the proposal total will be corrected to conform to the
specified unit price.
5. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior
to the time specified for the proposal opening, by submitting a written request to the Director of
Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened.
No proposal received after the time specified or at any place other than that stated in the “Notice
Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared
publicly. Bidders or their representatives are invited to be present at the opening of the proposals.
6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to
make or file, or to be interested as the primary submitter in more than one proposal, except an
alternative proposal when specifically requested; however, an individual or business entity that
has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on
materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from
quoting prices to other bidders submitting proposals.
7. Communications. All timely requests for information submitted in writing will receive a written
response from the City. Telephone communications with City staff are not encouraged but will
be permitted. However, any such oral communication shall not be binding on the City.
8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of
60 days for examination and comparison. The City also reserves the right to waive non-substantial
irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a
proposal and accept the other, except to the extent that proposals are qualified by specific
limitations. See the “special terms and conditions” in Section D of these specifications for proposal
evaluation and contract award criteria.
9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the
competence and responsibility, professionally and/or financially, of bidders. Bidders will provide,
in a timely manner, all information that the City deems necessary to make such a decision.
10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written
contract with the City within ten (10) calendar days after notice of the award. The contract shall
be made in the form adopted by the City and incorporated in these specifications.
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D. SPECIAL TERMS AND CONDITIONS
1. Contract Award. The contract will be awarded to the most qualified bidder that, in the City’s sole
discretion in accordance with the Proposal Evaluation and Selection criteria set forth herein (if
applicable), provides the best proposal.
2. Sales Tax Reimbursement. For sales occurring within the City of San Luis Obispo, the City receives
sales tax revenues. Therefore, for bids from retail firms located in the City at the time of proposal
closing for which sales tax is allocated to the City, 1% of the taxable amount o f the bid will be
deducted from the proposal by the City in calculating and determining the most qualified lowest
cost bidder.
3. Labor Actions. In the event that the successful proposer is experiencing a labor action at the time
of contract award (or if its suppliers or subcontractors are experiencing such a labor action), the
City reserves the right to declare said proposer is no longer the most qualified, responsive
proposer and to accept the next acceptable proposal from a proposer that is not experiencing a
labor action, and to declare it to be the most qualified, responsive proposer.
4. Failure to Accept Contract. The following will occur if the proposer to whom the award is made
(Contractor) fails to enter into the contract: the award will be annulled; any bid security will be
forfeited in accordance with the special terms and conditions if a proposer's bond or security is
required; and an award may be made to the next lowest responsible, responsive proposer who
shall fulfill every stipulation as if it were the party to whom the first award was made.
5. Contract Term. The supplies or services identified in this specification will be used by the City for
general Human Resources services. The prices quoted for these items must be valid for the entire
period indicated above unless otherwise conditioned by the proposer in its proposal.
6. Contract Extension. The term of the contract may be extended by mutual consent for an
additional one-year, and annually thereafter, for a total of four years.
7. Supplemental Purchases. Supplemental purchases may be made from the successful proposer
during the contract term in addition to the items listed in the Detail Proposal Submittal Form. For
these supplemental purchases, the proposer shall not offer prices to the City in excess of the
amounts offered to other similar customers for the same item. If the proposer is willing to offer
the City a standard discount on all supplemental purchases from its generally prevailing or
published price structure during the contract term, this offer and the amount of discount on a
percentage basis should be provided with the proposal submittal.
8. Contractor Invoices. The Contractor may deliver either a monthly invoice to the City with attached
copies of detail invoices as supporting detail, or in one lump sum upon completion.
9 Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail
Proposal Submittal Form, as well as any supplemental items, from other vendors during the
contract term.
10. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog
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numbers used in the specifications are for the purpose of describing and establishing general
quality levels. Such references are not intended to be restrictive. Proposals will be considered for
any brand that meets or exceeds the quality of the specifications given for any item. In the event
an alternate brand name is proposed, supplemental documentation shall be provided
demonstrating that the alternate brand name meets or exceeds the requirements specified
herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer,
and the City shall be the sole judge in making this determination.
11. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and
conditions of this RFQ package shall include delivery charges, to be delivered F.O.B. San Luis
Obispo by the successful proposer and received by the City within 90 days after authorization to
proceed by the City.
12. Start and Completion of Work. Work on this project shall begin immediately after contract
execution and shall be completed within 90 calendar days thereafter, unless otherwise negotiated
with City by mutual agreement.
13. Change in Work. The City reserves the right to change quantities of any item after contract award.
If the total quantity of any changed item varies by 25% or less, there shall be no change in the
agreed upon unit price for that item. Unit pricing for any quantity changes per item in excess of
25% shall be subject to negotiation with the Contractor.
14. Submittal of References. Each proposer shall submit a statement of qualifications and references
on the form provided in the RFQ package.
15. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any
past governmental agency bidding or contract disqualifications on the form provided in the RFQ
package.
E. PROPOSAL REQUIREMENTS
1. Proposal Content. Your proposal must include the following information:
Submittal Forms
a. Cover letter
Submit a letter on your company letterhead that includes a statement of intent to
perform the requested services and confirm that all elements of the RFQ have been
reviewed and understood. The letter should include a brief summary of the
proposer’s qualifications. The letter should be signed by an officer authorized to bind
the proposer to all content in the proposal, and shall include the name, address,
phone number and e-mail address of the person(s) to contact who will be authorized
to represent the proposal.
Table of contents – The table of contents shall identify all of the forms submitted and
the contents of the proposal in a format consistent with the proposal requirements.
b. Fee Schedule / Rate Sheet
Hourly rates by role; fixed fees for common tasks (e.g., investigations per case,
classification study per job); travel/reimbursables; any not to exceed amounts.
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c. Certificate of insurance.
d. References from at least three firms for whom you have provided similar services.
e. Statement of past contract disqualifications.
Qualifications
f. Qualifications & Approach
o Firm overview; core competencies; years in public sector HR; relevant certifications
(PHR/SPHR/SHRM CP/SHRM SCP; investigation training, etc.)
o If applicable, the staff to be assigned to the matters in key service areas.
o Brief Resumés of the individuals who would be performing services.
o Your experience performing assignments in the proposed service areas identified in
Section B. Scope of Work.
Describe relevant training, privacy policies or practices, neutrality protocols,
chain of custody for evidence, interview procedures, and complaint intake
processes, as applicable. Examples: investigation report template (sanitized),
classification study outputs, evaluation tools (360 instrument summary), policy
drafts.
o Data Security & Confidentiality Plan related to handling of sensitive HR data; secure
storage; access controls; records retention; compliance with California Public Records Act
(CPRA) and privacy laws
o Background Check & Investigator Qualifications (if doing investigations)
o Any other information that would assist us in making an award decision.
Proposal Length
g. Proposal length should only be as long as required to be responsive to the RFQ, including
attachments and supplemental materials.
2. Proposal Evaluation and Selection. Proposals will be evaluated based on the following criteria:
a. Understanding of the work required by the City.
b. Quality, clarity and responsiveness of the proposal.
c. Demonstrated competence and professional qualifications necessary for successfully
performing the work required by the City.
d. Value
e. References.
f. Background and experience of the specific individuals managing and assigned to this
project.
As reflected above, contract award will not be based solely on price, but on a combination of factors as
determined to be in the best interest of the City. After evaluating the proposals and discussing them
further with the finalists or the tentatively selected contractor, the City reserves the right to further
negotiate the proposed work and/or method and amount of compensation.
3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for
proposal review and contract award:
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a. Issue RFQ May 7, 2026
b. Receive proposals May 7 – May 30, 2026
c. Complete proposal evaluations June 15, 2026
d. Conduct finalist interviews and finalize recommendation June 16 – June 30, 2026
4. Ownership of Materials. All original drawings, plan documents and other materials prepared by
or in possession of the Contractor as part of the work or services under these specifications shall
become the permanent property of the City and shall be delivered to the City upon demand.
5. Release of Reports and Information. Any reports, information, data, or other material given to,
prepared by or assembled by the Contractor as part of the work or services under these
specifications shall be the property of the City and shall not be made available to any individual
or organization by the Contractor without the prior written approval of the City.
6. Copies of Reports and Information. If the City requests additional copies of reports, drawings,
specifications, or any other material in addition to what the Contractor is required to furnish in
limited quantities as part of the work or services under these specifications, the Contractor shall
provide such additional copies as are requested, and City shall compensate the Contractor for the
costs of duplicating of such copies at the Contractor's direct expense.
7. Required Deliverable Products. The Contractor will be required to provide:
a. One electronic submission - digital-ready original .pdf of all final documents. If you wish
to file a paper copy, please submit in sealed envelope to the address provided in the RFQ.
b. City staff will review any documents or materials provided by the Contractor and, where
necessary, the Contractor will be required to respond to staff comments and make such
changes as deemed appropriate.
F. FORM OF AGREEMENT
Please see Exhibit A for a sample agreement with the City’s general contract terms and conditions, and
Exhibit B for Insurance Requirements. Provisions specific to the provider’s services that are the subject
of this RFQ will be negotiated by the parties.
The City desires to begin work on an as-needed basis after selecting the preferred Consultants and expects
the Consultants to execute the City’s contract and all of the terms therein, as set forth in Exhibit A. To
expedite the contracting process, each submittal shall include requested redlined changes to terms and
conditions, if necessary. Please be advised that Consultant requested changes to the City’s terms and
conditions will be considered by City staff when scoring and determining the competency and
responsibility of the proposer.
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G. PROPOSAL SUBMITTAL FORM: REFERENCES
Number of years engaged in providing the services included within the scope of the specifications under
the present business name: .
Describe fully the last three contracts performed by your firm that demonstrate your ability to provide
the services included with the scope of the specifications. Attach additional pages if required. The City
reserves the right to contact each of the references listed for additional information regarding your firm's
qualifications.
Reference No. 1:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
Reference No. 2:
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
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Reference No. 3
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome
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H. PROPOSAL SUBMITTAL FORM: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
The proposer shall state whether it or any of its officers or employees who have a proprietary interest in
it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,
state, or local government project because of the violation of law, a safety regulation, or for any other
reason, including but not limited to financial difficulties, project delays, or disputes regarding work or
product quality, and if so to explain the circumstances.
Do you have any disqualification as described in the above paragraph to declare?
☐ Yes ☐ No
If yes, explain the circumstances.
Executed on at _______________________________________ under penalty of
perjury of the laws of the State of California, that the foregoing is true and correct.
______________________________________
Signature of Authorized Proposer Representative
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EXHIBIT A – FORM OF AGREEMENT
CITY OF SAN LUIS OBISPO
PROFESSIONAL SERVICES AGREEMENT
This agreement (Agreement) is made and entered into in the City of San Luis Obispo on [DATE],
by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and
[FILL] hereinafter referred to as Consultant (collectively referred to as the “Parties”).
WITNESSETH:
WHEREAS, on [date], City requested proposals for [______________], per Project No. [xxxx] (the
“Project”); and [Remove if no RFQ]
WHEREAS, the City wants to [generally describe the service we want performed] (the
“Services”); and
WHEREAS, Consultant is qualified to perform this type of Services and has submitted a
written proposal to do so, which has been accepted by City; and
WHEREAS [describe any other supporting rationale for this Agreement]. [There can be as
many WHEREAS sentences as needed to fully describe how the City and Consultant entered into
the Agreement. If no additional sentences are needed this can be erased.]
NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants
hereinafter contained, the Parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,
as first written above, until [date], or upon acceptance and completion of said Services,
whichever occurs sooner. [If you plan to have an option to extend the agreement for some
period after the term ends, insert that extension language here]
2. INCORPORATION BY REFERENCE. [Title of City’s RFQ] and Consultant's proposal dated [date]
are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. [If no
RFQ attach Consultant/Consultant Proposal As Exhibit A]. The City’s insurance requirements
are hereby incorporated in and made part of this Agreement, attached as Exhibit B. [Check
with the City’s Risk Manager as to the risk level of the Agreement and to verify Consultant has
sufficient insurance coverage for that risk level BEFORE routing the Agreement to the Parties.]
[If RFQ; the Consultant/Consultant Proof of Insurance should be with their bid package and
can be attached and incorporated by reference in Exhibit A. You can remove the insurance as
Exhibit B]. If no RFQ; then you must attach the insurance proof as Exhibit B] To the extent that
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there are any conflicts between the Consultant’s fees and scope of work and the City’s terms
and conditions as stated herein, the City’s terms and conditions shall prevail unless specifically
agreed otherwise in writing signed by both Parties.
3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt
of an invoice, City will pay and Consultant shall receive compensation as set forth in
Consultant’s proposal and pursuant to the Payment Terms set forth in Exhibit B.
4. CONSULTANT’S OBLIGATIONS. For and in consideration of the payments and agreements herein
before mentioned to be made and performed by City, Consultant agrees with City to do everything
required by this Agreement including that work as set forth in Exhibit A.
5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that
Consultant is required to pay.
6. LICENSES AND PERMITS. At all times during the term of this Agreement, Consultant shall
have in full force and effect, all licenses required of it by law for the performance of the
Services described in this Agreement. The Consultant shall procure all permits and
licenses, pay all charges and fees, and give all notices necessary under this Agreement.
7. COMPLIANCE WITH LAW. The Consultant shall keep itself informed of and shall observe and
comply with all applicable State and Federal laws and regulations, and county and City of San Luis
Obispo ordinances, regulations and adopted codes, which in any manner affect those employed
by Consultant or in any way affect the performance of the Services pursuant to this Agreement.
The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure
of the Consultant to comply with this Section. Failure to comply with local ordinances may result
in monetary fines and cancellation of this Agreement.
8. COMPLIANCE WITH INDUSTRY STANDARD. Consultant shall provide services acceptable to
City in strict conformance with the Agreement. Consultant shall also provide in accordance
with the standards customarily called for under this Agreement using the degree of care and
skill ordinarily exercised by reputable providers of such services. Where approval by the City,
the City Manager, the Mayor, or other representative of City is required, it is understood to be
general approval only and does not relieve Consultant of responsibility for complying with all
applicable laws, codes, policies, regulations, and good business practices.
9. INDEPENDENT CONSULTANT.
a. Consultant is and shall at all times remain as to the City a wholly independent
Consultant. The personnel performing the Services under this Agreement on
behalf of Consultant shall at all times be under Consultant's exclusive direction
and control. Neither City nor any of its officers, employees, or agents shall have
control over the conduct of Consultant or any of Consultant's officers, employees,
or agents, except as set forth in this Agreement. Consultant shall not at any time
or in any manner represent that it or any of its officers, employees, or agents are
in any manner officers, employees, or agents of the City. Consultant shall not incur
or have the power to incur any debt, obligation, or liability whatsoever against
City, or bind City in any manner.
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b. No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided
in the Agreement, City shall not pay salaries, wages, or other compensation to
Consultant for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Consultant for injury or sickness arising
out of performing services hereunder.
c. Consultant/Consultant’s duties and services under this agreement shall not
include preparing or assisting the public entity with any portion of the public
entity’s preparation of a request for proposals, request for qualifications, or any
other solicitation regarding a subsequent or additional contract with the public
entity. The public entity entering this agreement shall at all times retain
responsibility for public contracting, including with respect to any subsequent
phase of this project. Consultant/Consultant’s participation in the planning,
discussions, or drawing of project plans or specifications shall be limited to
conceptual, preliminary, or initial plans or specifications. Consultant/Consultant
shall cooperate with the public entity to ensure that all bidders for a subsequent
contract on any subsequent phase of this project have access to the same
information, including all conceptual, preliminary, or initial plans or specifications
prepared by Consultant pursuant to this agreement.”
10. PRESERVATION OF CITY PROPERTY. The Consultant shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from Consultant’s operations, it shall be replaced
or restored at Consultant’s expense. The City’s facilities shall be replaced or restored to a
condition as good as when the Consultant began the work.
11. IMMIGRATION ACT OF 1986. The Consultant warrants on behalf of itself and all
subConsultants engaged for the performance of the Services that only persons authorized
to work in the United States pursuant to the Immigration Reform and Control Act of 1986
and other applicable laws shall be employed in the performance of the Services
hereunder.
12. NON-DISCRIMINATION. In the performance of the Services, the Consultant agrees that
it will not engage in, nor permit such subConsultants as it may employ, to engage in
discrimination in employment of persons because of age, race, color, sex, national origin
or ancestry, sexual orientation, or religion of such persons.
13. WORK SCHEDULED/TIME OF COMPLETION.
Note: This section is optional and should be included for time-sensitive projects
City and Consultant agree that time is of the essence in this Agreement. City and Consultant
further agree that Consultant's failure to perform on or at the times set forth in this Agreement
will damage and injure City, but the extent of such damage and injury is difficult or speculative to
ascertain. Consequently, City and Consultant agree that any failure to perform by Consultant at
or within the times set forth herein shall result in liquidated damages for each and every day such
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performance is late or delayed. City and Consultant agree that such sum is reasonable and fair.
Furthermore, City and Consultant agree that this Agreement is subject to Government Code
Section 53069.85 and that each party hereto is familiar with and understands the obligations of
said Section of the Government Code.
14. PAYMENT TERMS. The City’s payment terms are 30 days from the receipt of an original
invoice and acceptance by the City of the materials, supplies, equipment, or services
provided by the Consultant (Net 30). Consultant will submit invoices monthly for actual
services performed. Invoices shall be submitted on or about the first business day of each
month, or as soon thereafter as practical, for services provided in the previous month.
Final June invoices shall be received no later than the 5th business day of July to meet
City fiscal year-end deadlines. Payment shall be made within thirty (30) days of receipt of
each invoice as to all non-disputed fees. If the City disputes any of Consultant's fees it
shall give written notice to Consultant within thirty (30) days of receipt of an invoice of
any disputed fees set forth on the invoice. Any final payment under this Agreement shall
be made within forty-five (45) days of receipt of an invoice, therefore.
15. INSPECTION. City shall at all times have the right to inspect the work being done under this
Agreement and Consultant shall furnish City with every reasonable opportunity and assistance
required for City to ascertain that the Services of the Consultant are being performed in
accordance with the requirements and intentions of this Agreement. All work done, and all
materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection
of such work shall not relieve Consultant of any of its obligations under the Agreement.
16. RELEASE OF INFORMATION.
a. All information gained by Consultant in performance of this Agreement shall be
considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or subConsultants, shall
not, without written authorization from the City Manager or unless requested by the City
Attorney, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories, or other information concerning the work performed under
this Agreement. Response to a subpoena or court order shall not be considered
"voluntary" provided Consultant gives City notice of such court order or subpoena.
b. Consultant shall promptly notify City should Consultant, its officers, employees, agents,
or subConsultants be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions, or other
discovery request (“Discovery”), court order, or subpoena from any person or party
regarding this Agreement, unless the City is a party to any lawsuit, arbitration, or
administrative proceeding connected to such Discovery, or unless Consultant is
prohibited by law from informing the City of such Discovery. City retains the right, but has
no obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or
administrative proceeding and is averse to Consultant in such proceeding, Consultant
agrees to cooperate fully with City and to provide the opportunity to review any response
to Discovery requests provided by Consultant. However, City's right to review any such
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response does not imply or mean the right by City to control, direct, or rewrite said
response.
17. CONFLICTS OF INTEREST. Consultant covenants that neither they nor any officer or principal of
their firm have any interest in, or shall acquire any interest, directly or indirectly, which will
conflict in any manner or degree with the performance of the Services hereunder. Consultant
further covenants that in the performance of this Agreement, no person having such interest shall
be employed by them as an officer, employee, agent, or subConsultant. Consultant further
covenants that Consultant has not contracted with nor is performing any services, directly or
indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s)
owning property in the City or the study area and further covenants and agrees that Consultant
and/or its subConsultants shall provide no service or enter into any agreement or agreements
with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning
property in the City or the study area prior to the completion of the work under this Agreement.
18. OWNERSHIP OF DOCUMENTS.
a. Consultant shall maintain complete and accurate records with respect to sales, costs,
expenses, receipts, and other such information required by City that relate to the
performance of the Services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or its designees at reasonable times to such
books and records; shall give City the right to examine and audit said books and records;
shall permit City to make transcripts or copies therefrom as necessary; and shall allow
inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for a
period of three (3) years after receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this Agreement, all
original documents, designs, drawings, maps, models, computer files, surveys, notes, and
other documents prepared in the course of providing the Services under this Agreement
shall become the sole property of the City and may be used, reused, or otherwise
disposed of by the City without the permission of the Consultant. With respect to
computer files, Consultant shall make available to the City, at the Consultant's office and
upon reasonable written request by the City, the necessary computer software and
hardware for purposes of accessing, compiling, transferring, copying and/or printing
computer files. Consultant hereby grants to City all right, title, and interest, including any
copyright, in and to the documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared by Consultant in the course of providing
the Services under this Agreement.
19. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but
not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall
indemnify, defend, and hold harmless the City, and its elected officials, officers,
employees, volunteers, and agents (“City Indemnitees”), from and against any and all
causes of action, claims, liabilities, obligations, judgments, or damages, including
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reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the
Consultant’s performance or Consultant’s failure to perform its obligations under this
Agreement or out of the operations conducted by Consultant, including the City’s
passive negligence, except for such loss or damage arising from the sole or active
negligence or willful misconduct of the City. In the event the City Indemnitees are made
a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s
performance of this Agreement, the Consultant shall provide a defense to the City
Indemnitees or at the City’s option, reimburse the City Indemnitees the ir costs of
defense, including reasonable legal fees, incurred in defense of such claims. The
review, acceptance or approval of the Consultant’s work or work product by any
indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or
defense obligations. This Section survives the completion of the services or the
termination of this contract. The provisions of this section are not limited by and do not
affect the provisions of this contract relating to insurance. Consultant’s indemnification
obligations under this section extend to any claims arising out of or related to the
negligence, recklessness, or willful misconduct of any sub-Consultants/ subConsultants.
20. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause, suspend or terminate
this Agreement, or any portion hereof, by serving upon the Consultant at least thirty
(30) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides
otherwise. If the City suspends or terminates a portion of this Agreement such
suspension or termination shall not make void or invalidate the remainder of this
Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay
to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the
Agreement pursuant to this Section, the Consultant will submit an invoice to the City
pursuant to Section 14.
21. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the
Consultant is not faithfully abiding by any term or condition contained herein, the City
may notify the Consultant in writing of such defect or failure to perform. This notice must
give the Consultant a ten (10) calendar day notice of time thereafter in which to per form
said work or cure the deficiency.
a. If the Consultant has not performed the work or cured the deficiency within the
ten (10) days specified in the notice, such shall constitute a breach of the
Agreement and the City may terminate the Agreement immedia tely by written
notice to the Consultant to said effect (“Notice of Termination”). Thereafter,
neither party shall have any further duties, obligations, responsibilities, or rights
under the Agreement except to comply with the obligations upon termination.
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b. In said event, the Consultant shall be entitled to the reasonable value of its
services performed from the beginning date in which the breach occurs up to the
day it received the City’s Notice of Termination, minus any offset from such
payment representing the City’s damages from such breach. “Reasonable value”
includes fees or charges for goods or services as of the last milestone or task
satisfactorily delivered or completed by the Consultant as may be set forth in the
Agreement payment schedule; compensation for any other work or services
performed or provided by the Consultant shall be based solely on the City’s
assessment of the value of the work-in-progress in completing the overall scope.
c. The City reserves the right to delay such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion,
so as to permit a full and complete accounting of costs. In no event, however, shall
the Consultant be entitled to receive in excess of the not to exceed amount shown
in this Agreement.
22. INSURANCE. Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit B attached to and made part of this
Agreement.
23. BUSINESS LICENSE & TAX. The Consultant must have a valid City of San Luis Obispo
business license & tax certificate before execution of the contract. Additional
information regarding the City’s business tax program may be obtained by calling
(805) 781-7134.
24. SAFETY PROVISIONS. The Consultant shall conform to the rules and regulations
pertaining to safety established by OSHA and the California Division of Industrial
Safety.
25. PUBLIC AND EMPLOYEE SAFETY. Whenever the Consultant operations create a
condition hazardous to the public or City employees, it shall, at its expense and
without cost to the City, furnish, erect and maintain such fences, temporary railings,
barricades, lights, signs and other devices and take such other protective measures as
are necessary to prevent accidents or damage or injury to the public and employees.
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26. UNDUE INFLUENCE. Consultant declares and warrants that no undue influence or pressure
was used against or in concert with any officer or employee of the City in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of the City
has or will receive compensation, directly or indirectly, from Consultant, or from any officer,
employee or agent of Consultant, in connection with the award of this Agreement or any work
to be conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
27. ASSIGNMENT. The Consultant shall not assign, transfer, convey or otherwise dispose of
the contract, or its right, title or interest, or its power to execute such a contract to any
individual or business entity of any kind without the previous written consent of the City.
a. NOTE: Use content below if applicable to the services rendered.
Because of the personal nature of the services to be rendered pursuant to this
Agreement, only [Insert name], an employee of Consultant, shall perform the services
described in this Agreement. [Insert name] may use assistants, under their direct
supervision, to perform some of the services under this Agreement. Consultant shall
provide City fourteen (14) days' notice prior to the departure of [Insert name] from
Consultant's employ. Should [Insert name] leave Consultant's employ, the City shall
have the option to immediately terminate this Agreement, within three (3) days of the
close of notice of [Insert name]’s departure. Upon termination of this Agreement,
Consultant's sole compensation shall be payment for actual services performed up to,
and including, the date of termination or as may be otherwise agreed to in writing
between the City and the Consultant.
b. As required above, before retaining or contracting with any subConsultant for any
services under this Agreement, City must consent to such assignment of performance
in writing. For City to evaluate such proposed assignment, Consultant shall provide City
with the identity of the proposed subConsultant, a copy of the proposed written
contract between Consultant and such subConsultant, which shall include an
indemnity provision similar to the one provided herein and identifying City as an
indemnified party, or an incorporation of the indemnity provision provided herein, and
proof that such proposed subConsultant carries insurance at least equal to that
required by this Agreement or obtain a written waiver from City for such insurance.
28. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement
shall be in writing and shall be effective only upon approval by the appropriate review
authority according to the City’s Financial Management Manual. Consultant shall not be
compensated for any services rendered in connection with its performance of this Agreement
which are in addition to those set forth herein, unless such additional services are authorized
by the City in advance and in writing.
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29. COMPLETE AGREEMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete Agreement between the
Parties hereto. No oral agreement, understanding, or representation not reduced to writing
and specifically incorporated herein shall be of any force or effect, nor shall any such oral
Agreement, understanding, or representation be binding upon the Parties hereto. Each party
is entering into this Agreement based solely upon the representations set forth herein and
upon each party's own independent investigation of any and all facts such party deems
material.
30. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be
sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such
as, but not limited to, Federal Express, which provides a receipt showing date and time of
delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All
such notices shall be delivered to the addressee or addressed as set forth below:
To City: [DEPT]
City of San Luis Obispo
[ADDRESS]
Attention: Human Resources
To Consultant: Name
Mailing Address
31. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the
Superior Court of San Luis Obispo County, California, regardless of where else venue may
lie. The validity, interpretation, construction and performance of this Agreement, and all
acts and transactions pursuant hereto and the rights and obligations of the Parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
32. AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant do covenant that each
individual executing this Agreement on behalf of each party is a person duly authorized
and empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and
year first above written.
CITY CONSULTANT
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_______________________________
By: [Name]
Its: [Title of City Manager or Department Head]
_______________________________
By: [Name]
Its: [Title]
APPROVED AS TO FORM:
_______________________________
By: J. Christine Dietrick, City Attorney
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EXHIBIT B – INSURANCE REQUIREMENTS
Without limiting CONSULTANT’s indemnification of CITY, and prior to commencement of Work,
CONSULTANT shall obtain, provide and maintain at its own expense during the term of this AGREEMENT,
policies of insurance of the type and amounts described below, and in a form satisfactory to CITY.
General liability insurance. CONSULTANT shall maintain commercial general liability insurance with
coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than
$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property
damage. The policy must include contractual liability that has not been amended. Any endorsement
restricting standard ISO “insured contract” language will not be accepted.
Automobile liability insurance. CONSULTANT shall maintain automobile insurance at least as broad as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of
the CONSULTANT arising out of or in connection with Work to be performed under this AGREEMENT,
including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than
$1,000,000 combined single limit for each accident.
Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability
insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum
amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or
retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to
maintain continuous coverage through a period no less than three (3) years after completion of the
services required by this AGREEMENT.
Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance
(Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONSULTANT
shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor
of CITY, its officers, agents, employees, and volunteers.
Proof of insurance. CONSULTANT shall provide certificates of insurance to CITY as evidence of the
insurance coverage required herein, along with a waiver of subrogation endorsement for workers’
compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior
to commencement of performance. Current certification of insurance shall be kept on file with CITY at all
times during the term of this contract. CITY reserves the right to require complete, certified copies of all
required insurance policies, at any time.
Duration of coverage. CONSULTANT shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property, which may arise from or in connection with
the performance of the Work hereunder by CONSULTANT, his agents, representatives, employees or
subconsultants.
Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self-
insurance procured or maintained by CITY shall not be required to contribute with it. The limits of
insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.
Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own
insurance or self-insurance shall be called upon to protect it as a named insured.
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CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does
not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty
to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed
by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.
In the alternative, CITY may cancel this AGREEMENT.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized
by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line
Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial
Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless
otherwise approved by the CITY’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall
be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials,
employees and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence
in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT
hereby waives its own right of recovery against CITY and shall require similar written express waivers and
insurance clauses from each of its subconsultants.
Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any
actual or alleged failure on the part of the CITY to inform CONSULTANT of non-compliance with any
requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Section
are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONSULTANT maintains
higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the
higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the CITY.
Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide
to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice
is required) or nonrenewal of coverage for each required coverage.
Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and
its officers, officials, employees, and agents, and volunteers shall be additional insureds under such
policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in
compliance with these requirements if they include any limiting endorsement of any kind that has not
been first submitted to CITY and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds
ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain
any cross-liability exclusions.
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Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subConsultants, and any
other party involved with the project who is brought onto or involved in the project by CONSULTANT,
provide the same minimum insurance coverage and endorsements required of CONSULTANT.
CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees
that upon request, all agreements with consultants, subConsultants, and others engaged in the project
will be submitted to CITY for review.
CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the
contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90)
days advance written notice of such change. If such change results in substantial additional cost to the
CONSULTANT, the CITY and CONSULTANT may renegotiate CONSULTANT’s compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY
reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a
deductible. Self-insurance will not be considered to comply with these specifications unless approved by
CITY.
Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits
instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that
involve or may involve coverage under any of the required liability policies.
Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any
additional kinds of insurance, which in its own judgment may be necessary for its proper protection and
prosecution of the work.
Verification of Coverage. CONSULTANT shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage, as well as endorsements effecting general liability
coverage. All endorsements are to be received and approved by the City before work commences.
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