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HomeMy WebLinkAboutItem 6e - RFQ for Planning Enviromental and Financial Services Item 6e Department: Community Development Cost Center: 4003 For Agenda of: 10/20/2026 Placement: Consent Estimated Time: N/A FROM: Timmi Tway, Community Development Director Prepared By: Rachel Cohen, Principal Planner SUBJECT: REQUEST FOR QUALIFICATIONS FOR PLANNING, ENVIRONMENTAL, AND FINANCIAL SERVICES RECOMMENDATION 1. Authorize a Request for Qualifications for on-call planning, environmental, and financial services to supplement Community Development Department resources; and 2. Authorize the Community Development Director to execute the agreements associated with the selected consulting firms; and 3. Authorize the Finance Director to execute and amend Purchase Orders for individual consultant service contracts in amounts not-to-exceed the authorized project budget as approved by the Community Development Director. POLICY CONTEXT On-call consultants ensure that development projects that support multiple City objectives are processed in a timely manner. Obtaining on-call consultants is supported by the Housing and Neighborhood Livability - Healthy, Safe and Affordable and Cultural Vitality, Economic Resilience, and Fiscal Sustainability Major City Goals as well as the City’s General Plan, specifically implementation of the Land Use and Housing Elements. In addition, San Luis Obispo Municipal Code Section 3.24.070(C) requires that the selection for services provided by professional consultants must be selected from an approved list of on-call consultants that is established by a formal request for qualifications (RFQ) approved by City Council. DISCUSSION Background The Community Development Department is due to update its list of on-call consultants, specifically consultants who specialize in planning, environmental and financial services. The list was last updated in 2021 and per the City’s Municipal Code Section 3.24.070(C), a Request for Qualifications (RFQ) are to be conducted at least every five years for on- call consulting services. On-call consultants support multiple City goals and objectives including the Housing and Neighborhood Livability - Healthy, Safe and Affordable and Page 69 of 210 Item 6e Cultural Vitality, Economic Resilience, and Fiscal Sustainability Major City Goals as well as the Land Use and Housing Elements. The RFQ will require consultants to possess a unique skill set and understanding of policies and standards found in the City’s General Plan and Municipal Code and compliance with the California Environmental Quality Act (CEQA). The review of planning applications is based on the City’s General Plan, Municipal Code, Community Design Guidelines and adopted Spec ific and Area plans, so firms must be knowledgeable about or become familiar with regulations, ordinances, policies and guidelines that are unique to the City of San Luis Obispo and reflect the community’s values. Consultants add additional resources during periods when there is a high number of projects of complex projects are proposed, and when activity outpaces available City resources to timely process permits and large project entitlements. Consultants are also needed to complete CEQA or financial analysis for projects, which often require unique professional skillsets that City staff members may not have . Moreover, consultants can help ensure that high profile projects that support multiple City objectives are processed in a timely manner. City staff has used consultants successfully to process the San Luis Ranch Specific Plan and Avila Ranch Development Plan and associated entitlements and building permits, the East and West Airport area annexations, the Froom Ranch Specific Plan and associated annexation, CEQA determinations for numerous projects, and multiple use permits, development review, and subdivision applications. Staff works directly with consultants to ensure that institutional knowledge is communicated to the consultant team, projects meet adopted City land use policies and standards, and continuity is maintained after the consultant has completed the project. The RFQ Process The RFQ will solicit proposals from interested consultants stating their qualifications, experience, and approach for timely processing of planning applications, entitlements, financial analysis, and CEQA documentation (Attachment A). After evaluating proposals, the top consultants will be selected based on their ability to provide the requested services. Once the selected consultants have entered into an agreement with the City, these consultants will provide services for individual projects as needed. The consultants will operate under the conditions of the agreement included in the RFQ. For planning applications, individual work scopes and fees will be negotiated on a project- by-project basis. Once a project scope and fee are agreed to, the specific work will then be authorized via a Purchase Order through the Finance Department. Most of the contracts will be funded by project applicants, subject to a Planning Services Authorization and standard 30 percent administrative fee to cover City staff management and oversight of the consultant. Page 70 of 210 Item 6e Previous Council or Advisory Body Action On November 16, 2021, City Council authorized the previous 5-year on-call planning and environmental services request for qualifications to supplement Community Development Department resources. Public Engagement Public notice of this item included the posted agenda and associated agenda report. Public engagement on individual projects will occur, consistent with City noticing requirements and the Public Engagement Manual. CONCURRENCE The City’s Finance Department concurs with the request. 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 State CEQA Guidelines Section 15378. FISCAL IMPACT Budgeted: Yes Budget Year: 2026 - 2027 Funding Identified: Yes Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $0 $0 $0 $0 State Federal Fees Other: Total $0 $0 $0 $0 Issuing an RFQ does not obligate any funds for consultant work. When the on -call agreements are executed by the Community Development Director and projects are identified requiring consultant services, Purchase Orders will be issued at the discretion of the Finance Director in an amount not-to-exceed the authorized project budget. As a result, no monies are expended to keep resources on standby and waiting for work opportunities to occur. Page 71 of 210 Item 6e ALTERNATIVES 1. Deny the authorization of the RFQ and associated consultant agreements and Purchase Orders as requested and require that project specific Request for Proposals (RFPs) be issued for individual projects. The Council could direct staff to proceed in a more traditional fashion and require RFPs for each individual project. Issuing RFPs for individual projects would be an ineffective and inefficient approach because project processing times would increase significantly and would require additional staff resources to prepare agenda reports for each request. The use of on- call consultant services is a more efficient and effective approach to reviewing projects in a timely manner. 2. Deny the authorization of the RFQ and associated consultant agreements and Purchase Orders as requested and require the use of in -house resources. The Council could direct staff to complete more of the work in-house. This would be a departure from current practice and would impact the ability of staff to provide timely review and processing of certain projects. The current recommendation calls for consultants to be used thoughtfully and strategically, achieving multiple City objectives when existing staff resources are exceeded. Furthermore, not all in-house staff have the training, expertise, or availability to complete some of the required work, such as Environmental Impact Reports (EIRs) and financial analyses. The ability to use consultants is critical to timely permit processing. ATTACHMENTS A - 2026 RFQ CDD On-Call Planning Consultants Page 72 of 210 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 On-Call Planning, Environmental, and Financial Services The City of San Luis Obispo (City) is requesting qualifications from qualified planning, environmental, and/or economic and financial consultants to provide On-call Planning, Environmental, and/or Financial Services for the Community Development Department. All statements of qualifications must be received via BidNet Direct by _______ at 3 pm PST, when they will then be opened electronically via BidNet Direct on the proposal end date and time. Late submittals will not be accepted. 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 Notice Requesting Qualifications for On-Call Planning, Environmental, and Financial Services to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, at or before 3pm PST, on _______ Questions regarding this solicitation must be submitted through BidNet Direct by ____________. Please contact Rachel Cohen, Principal Planner at (805) 781-7574 or rcohen@slocity.org with any questions. Project packages, addenda, and additional information may be obtained at the City’s BidNet Direct website at www.BidNetDirect.com. For technical assistance with BidNet, please contact BidNet technical support at 800-835-4603. Page 73 of 210 TABLE OF CONTENTS A. INTRODUCTION ................................................................................................................................ 1 B. SCOPE OF WORK .............................................................................................................................. 1 C. GENERAL TERMS AND CONDITIONS ................................................................................................ 2 D. SPECIAL TERMS AND CONDITIONS .................................................................................................. 3 E. PROPOSAL SUBMITTAL REQUIREMENTS ......................................................................................... 4 F. ADDITIONAL SERVICES ..................................................................................................................... 7 G. SELECTION PROCESS ........................................................................................................................ 7 H. REFERENCES ..................................................................................................................................... 8 I. STATEMENT OF PAST CONTRACT DISQUALIFICATIONS ................................................................. 10 EXHIBIT A: FORM OF AGREEMENT .............................................................................................................. 11 EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES .................................................... 19 Page 74 of 210 -1- A. INTRODUCTION The City of San Luis Obispo (City) wishes to obtain the services of professional planning, environmental, and/or economic and financial consulting firms (Consultants) to provide on-call planning, environmental, and/or financial services related to land use entitlement and permit processing, special planning projects, and California Environmental Quality Act (CEQA) compliance specifically for a governmental agency. Both comprehensive service and specialty consulting firms are invited to apply. The selected firm(s) will be issued project-specific purchase orders, and projects will be assigned by the City’s Deputy Director of Community Development or their designee. B. SCOPE OF WORK For planning services, the scope of work may include (a) thorough review of planning applications, including initial reviews, completeness determinations, and overall project management; (b) meetings with staff and applicants; (c) preparation of staff reports and environmental review documentation; (d) presentations to decision makers; and (e) other related tasks. Projects may include development applications; legislative actions involving the General Plan, Specific Plans, Zone Changes, and/or Annexations; and special projects such as new or updates to programs and preparation of specialized analyses. The Consultant shall utilize employees within their firm who are qualified professional planners with the appropriate level of education and/or experience to prepare and complete the required project tasks and analysis within the City’s standard review timelines or other timelines determined by the Deputy Director or their designee. For environmental services, the scope of work may include preparation of CEQA documentation such as Initial Studies, Negative Declarations/Mitigated Negative Declarations, and Environmental Impact Reports. In addition, the work may include preparation of independent technical reports, or peer review of applicant-provided technical reports, to support the environmental analysis and determination for resources including, but not limited to, aesthetics, air quality/greenhouse gas emissions, biological resources, cultural and historic resources, hazards, noise, tribal cultural resources, and wildfire. The Consultant shall utilize employees within their firm, or subconsultants, who are qualified professionals experienced in CEQA analysis, documentation, and statutory requirements, and have a general understanding and knowledge of CEQA case law. For financial services, the scope of work may include the independent preparation, or peer review of, economic and financial feasibility and impact studies that accompany development projects; legislative actions involving the General Plan, Specific Plans, Zone Changes, and/or Annexations; and special projects such as fee updates. The Consultant shall utilize employees within their firm who are qualified professionals with experience in local government finances and economic analysis, including, but not limited to, land use, housing, and economic development policies and municipal financing strategies. Dependent upon the scope of each specific project assigned, each project may vary in its specific review requirements. The Deputy Director or their designee will review with the consultant the specific work scope and processing timing of each project. The City shall provide the consultant with copies of the General Plan, Zoning Regulations, Subdivision Regulations, Community Design Guidelines, and other policy and regulatory documents, as necessary. Projects shall be assigned at the sole discretion of the Deputy Director and the City. The City may use its own employees and/or other independent Consultants to perform reviews in addition to any such work assigned to Consultant. The volume of planning projects is dependent upon economic conditions that are Page 75 of 210 -2- outside the control of the City. Consequently, there is no guarantee provided as to the minimum or maximum volume of work that may be assigned to a Consultant within any given time period. In the course of the project review process, the Consultant shall avoid situations involving an actual or potential conflict of interest, shall act as an agent and a deputy of the Deputy Director, and shall act in the interests of the City and the citizens of San Luis Obispo. Consultants shall provide no services for any private client within the corporate boundaries of the City during the contract period of the assigned project. C. GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a statement of qualifications (proposer) shall meet all the terms, and conditions of this Request for Qualifications (RFQ). By virtue submitting a response, the Proposer acknowledges agreement with and acceptance of all provisions of the RFQ specifications. 2. Proposal Submittal. Each response must be submitted with all required documents and supplemental materials identified in Section E of this RFQ. Proposal documents shall be submitted electronically via BidNet. However, if you can’t submit electronically, 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, name of proposer, and date and time of proposal opening. 3. Insurance Requirements. Each proposal must include a certificate of insurance showing: 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 proposer’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Exhibit B to the Agreement (Exhibit A to the RFP) 4. Proposal Withdrawal and Opening. A proposer may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, in accordance with the withdrawal procedures established in BidNet or by submitting a written request to the City’s designated procurement conta ct. No response received after the time specified or at any place other than that stated in the Notice Requesting Qualifications will be considered. 5. Submittal of One Proposal Only. No proposer may submit more than one response as the prime proposer unless alternative responses are expressly requested. A firm participating as a subcontractor may be included on more than one proposer’s team unless this Solicitation states otherwise. 6. Communications. All timely requests for information must be submitted through BidNet Direct by the question deadline stated in this Solicitation. Responses affecting the interpretation or requirements of this Solicitation will be issued in writing through BidNet Direct. Oral statements or communications Page 76 of 210 -3- from City officials, employees, or representatives do not modify the Solicitation and are not binding on the City. Proposers shall not contact members of the evaluation committee or other City officials regarding this Solicitation except through the communication process identified above. 7. Proposal Retention and Award. The City reserves the right to retain all responses for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any response, , 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, and to request clarification or additional information when determined appropriate by the City. See Section G, Selection Process, in this Solicitation for the evaluation and selection criteria. 8. Competency and Responsibility of Proposer. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of proposers. Proposers will provide, in a timely manner, all information that the City deems necessary to make such a decision. The City may consider the proposer’s professional qualifications, relevant experience, proposed personnel, available resources, financial capacity, references, past performance, and ability to satisfy the requirements of the Professional Services Agreement. 9. Contract Requirement. The Proposer to whom award is made (Contractor) shall execute a written contract with the City within the period specified in the City’s notice of award. The contract shall be substantially in the form of the Professional Services Agreement attached as Exhibit A. CONTRACT PERFORMANCE 10. The City’s contract terms and conditions that Contractor will be expected to execute and be bound by are attached hereto as Exhibit A. D. SPECIAL TERMS AND CONDITIONS 1. Contract Award. The City may award one or more contracts to qualified Proposers, based on the evaluation and selection criteria in Section G. Award will not be based solely on the lowest proposed price. 2. Ability to Perform. 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. 3. 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; ; and an award may be made to the next highest ranked, responsible, responsive proposer who shall fulfill every stipulation as if it were the party to whom the first award was made. 4. Contract Term. The anticipated term of the Agreement is five-years, subject to the termination and extension provisions of the executed Agreement. Page 77 of 210 -4- 5. Contract Extension. The City and Contractor may extend the term of the Agreement by mutual written agreement, subject to applicable authorization and the terms of the Agreement. 6. Additional Services. The Contractor shall not perform services outside the approved scope of work without prior written authorization from the City. Any additional services must be authorized in accordance with the amendment provisions of the Professional Services Agreement. 7. Contractor Invoices. Contractor shall submit invoices in accordance with the Professional Services Agreement. Unless otherwise specified, invoices shall be submitted monthly and shall identify the services performed, applicable tasks or deliverables, personnel and hours when relevant, reimbursable expenses, current charges, and total compensation billed to date. 8. Non-Exclusive Contract. The City reserves the right to obtain the same or similar professional services from other Contractors during the term of the Agreement. Unless expressly stated otherwise, the Agreement does not guarantee the Contractor a minimum amount of work. 9. Start and Completion of Work. Work on assigned projects shall begin after the City issues written authorization to proceed. The Contractor shall perform and complete the services in accordance with the schedule established in the Professional Services Agreement. 10. Change in Work. Changes to the scope, schedule, deliverables, or compensation must be authorized in writing in accordance with the Professional Services Agreement. The Contractor shall not perform additional or changed services based solely on an oral request or direction. 11. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFQ package in Section H. 12. 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 SUBMITTAL REQUIREMENTS 1. Letter of Interest (Five page maximum). Please include in the submittal a letter that introduces the Consultant, expresses the Consultant's interest in being considered for on-call consulting services, and clearly identifies the applicable sub-area(s) of interest and expertise. The letter of interest should include all of the following: a. Provide the name of the entity and its mailing address, telephone, and email address. Please describe the organization. b. Indicate that the Consultant has the availability and time to dedicate the personnel and resources necessary to provide on-call consulting services. c. Indicate that the Consultant has the minimum necessary professional qualifications for successfully performing the work required by the City. d. Indicate the intention of the Consultant to adhere to the provisions described in the RFQ. If selected to provide on-call consulting services, the Consultant will be expected to sign a Professional Services Agreement with the City. e. Please identify the contact person responsible for the submittal, specifying the name, title, and contact information. Page 78 of 210 -5- f. Please note that the person signing the letter of interest must be a legal representative of the Consultant authorized to bind the Consultant to an agreement in the event of an award. 2. Relevant Experience of Key Personnel and the Firm (Ten page maximum) a. General Firm Information. General firm information including the number of employees, location of firm headquarters, branch offices, and the number of years in business may also be provided. b. Key Personnel Experience. The submittal must identify the key personnel and any subconsultants that would be assigned if awarded a contract, detailing their qualifications, areas of expertise, certifications, education, training, a summary of their past experience performing similar services for the City of San Luis Obispo and/or other jurisdictions, resumes of key personnel, including key personnel of any subcontractors. c. Firm Experience. The submittal must describe the firm's pertinent project experience, including a list of performed relevant projects, past performance, and examples of similar work for the City or neighboring jurisdictions in California. Identified qualifications should include the Consultant’s experience in providing on-call planning, environmental, and/or financial services for local public agencies. d. Work Program. Provide a brief narrative of the processes that will be employed to accomplish assigned tasks, for the service areas identified in the submittal, which may include land use entitlement review and management, special planning projects, preparation of CEQA documentation and economic feasibility review. 3. Fee Structure. Please include a clear and comprehensive fee schedule, including a detailed statement of hourly rates for all positions and classifications of individuals involved and reimbursable expenses. 4. Client References. Consultants must provide a minimum of three (3) client references using the form in Section H. Include a brief description of the project, provided professional services, and reference contact name, email, and phone number. 5. Qualifications Length and Copies. Qualifications submittal shall not exceed 60 pages, including attachments and supplemental materials. The preferred method for submission is electronic via BidNet. However, if you wish to submit a paper copy, please submit five (5) copies in a sealed envelope or box to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, California, 93401, by the deadline stated in the Notice Requesting Qualifications. The five- page letter of interest limit and ten-page relevant experience limit apply within the overall 60- page limit. 6. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: Solicitation issued Optional pre-proposal conference or site visit Deadline for questions Page 79 of 210 -6- Addendum issued, if applicable Proposals or statements of qualifications due Evaluation of written responses Interviews or presentations, if applicable Execute Contract Start Work 7. 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. 8. 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. 9. 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. 10. Required Deliverable Products. The Contractor will be required to provide: a. The Contractor shall provide deliverables in the formats stated in the Scope of Work. Unless otherwise specified, final written deliverables shall be provided electronically in accessible PDF format. 11. Alternative Proposals. A proposer may submit an alternative proposal (or proposals) that it believes will also meet the City's project objectives but in a different way. In this case, the proposer must provide an analysis of the advantages and disadvantages of each of the alternative and discuss under what circumstances the City would prefer one alternative to the other(s). 12. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor at up to [number] public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing work-scope tasks. Page 80 of 210 -7- F. ADDITIONAL SERVICES If there are related services not otherwise identified in the City's RFQ, the Consultant may offer those to the City for consideration. Submittals are not required to address any additional services in order to be considered acceptable. Any additional services will be considered only under the evaluation criteria in Section G and must be authorized in writing before performance. G. SELECTION PROCESS Submittals received by the deadline will be reviewed by a selection panel comprised of City staff who have relevant knowledge and experience. The panel will score the proposals based upon the qualification materials submitted according to the following criteria: 1. Letter of Interest. Demonstrated capacity and qualifications necessary to provide the consulting services specified in the RFQ. Demonstrated ability to meet standard City contract and insurance requirements (Maximum 5 points). 2. Relevant Qualifications and Experience. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City. Demonstrated ability, based on consultant experience and specific experience of key personnel, to provide professional assistance on the range and types of tasks listed in the RFQ. (Maximum 50 points) 3. Proposed Approach in Completing the Work. Demonstrated understanding of the work required by the City (Maximum 15 points) 4. Responsiveness to the RFQ. Presentation, completeness, responsiveness, and clarity of information provided. (Maximum 15 points) 5. Fee Structure. The Consultant's cost competitiveness and reasonableness (Maximum 15 points). 6. Client References. (Pass/Fail) Total scores will range from zero to 100 points based on the criteria above. Client references will be evaluated on a pass/fail basis. The City may select one or more Consultants for Professional Services Agreements and placement on its list of qualified on-call planning, environmental, and economic and financial consultants. Selection and execution of an Agreement does not guarantee work. The City may conduct an additional competitive process among qualified Consultants before assigning individual projects. Services will be provided on an as-needed or on-call basis, subject to written project authorization. Page 81 of 210 -8- H. 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 or Business 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 or Business 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. 3 Page 82 of 210 -9- Agency or Business Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Page 83 of 210 -10- I. STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The Consultant 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 Consultant Representative Page 84 of 210 -11- 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 _______, by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and _________, hereinafter referred to as Contractor (collectively referred to as the “Parties”). WITNESSETH: WHEREAS, on _______, City requested Qualifications for On-Call Planning, Environmental, and Financial Services; and WHEREAS, the City wants to engage Contractor for the services, (the “Services”); and WHEREAS, Contractor is qualified to perform this type of Services and has submitted a written proposal to do so, which has been accepted by City; and 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, for five (5) years 2. INCORPORATION BY REFERENCE. City RFQ for On-Call Planning, Environmental, and Financial Services and Contractor's proposal are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Exhibit B. To the extent that there are any conflicts between the Contractor’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 Contractor shall receive compensation as set forth in Contractor’s proposal and pursuant to the Payment Terms in Section 14 of this Agreement. 4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor 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 Contractor is required to pay. 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor 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 Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor 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 Page 85 of 210 -12- Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor 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 Contractor 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. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor 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 Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor 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. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. Contractor/Contractor’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. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor 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 contractor pursuant to this agreement. 10. PRESERVATION OF CITY PROPERTY. The Contractor 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 Contractor’s operations, it shall be replaced or restored at Contractor’s Page 86 of 210 -13- expense. The City’s facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11. IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all subcontractors 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 Contractor agrees that it will not engage in, nor permit such subContractors 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. 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 Contractor (Net 30). Contractor 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 Contractor's fees it shall give written notice to Contractor 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. 14. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and assistance required for City to ascertain that the Services of the Contractor 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 Contractor of any of its obligations under the Agreement. 15. RELEASE OF INFORMATION. a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or subContractors, 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 Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subContractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or othe r 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 Contractor is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or Page 87 of 210 -14- similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is averse to Contractor in such proceeding, Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 16. CONFLICTS OF INTEREST. Contractor 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. Contractor 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 subContractor. Contractor further covenants that Contractor 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 Contractor and/or its subContractors 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. 17. OWNERSHIP OF DOCUMENTS. a. Contractor 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. Contractor 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. Contractor 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 Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor'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. Contractor 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 Contractor in the course of providing the Services under this Agreement. Page 88 of 210 -15- 18. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor 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 reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance or Contractor’s failure to perform its obligations under this Agreement or out of the operations conducted by Contractor, 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 Contractor’s performance of this Agreement, the Contractor 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 Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’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. Contractor’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-Contractors/ subcontractors. 19. 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 Contractor at least thirty (30) days prior written notice. Upon receipt of said notice, the Contractor 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 Contractor 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 Contractor will submit an invoice to the City pursuant to Section 14. 20. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency. a. If the Contractor 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 immediately by written notice to the Contractor 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. b. In said event, the Contractor 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 Page 89 of 210 -16- 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 Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Contractor 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 Contractor be entitled to receive in excess of the not to exceed amount shown in this Agreement. 21. INSURANCE. Contractor 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. 22. BUSINESS LICENSE & TAX. The Contractor 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. 23. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 24. PUBLIC AND EMPLOYEE SAFETY. Whenever the Contractor 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. 25. UNDUE INFLUENCE. Contractor 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 Contractor, or from any officer, employee or agent of Contractor, 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. 26. ASSIGNMENT. The Contractor 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. As required above, before retaining or contracting with any subContractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subContractor, a copy of the proposed written contract between Contractor and such subContractor, 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 subContractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. Page 90 of 210 -17- 27. 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. Contractor 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. 28. 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. 29. 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: City Clerk [change or remove if notices are to be sent to specific department] To Contractor: Name Mailing Address 30. 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. 31. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor 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. Page 91 of 210 -18- IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR _______________________________ By: [Name] Its: [Title of City Manager or Department Head] _______________________________ By: [Name] Its: [Title] APPROVED AS TO FORM: _______________________________ By: J. Christine Dietrick, City Attorney Page 92 of 210 -19- EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONTRACTOR’s indemnification of CITY, and prior to commencement of Work, CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR 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 Contractor 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. CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR 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. Umbrella or excess liability insurance. CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:  A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;  Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies. Proof of insurance. CONTRACTOR 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 Page 93 of 210 -20- 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. CONTRACTOR 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 CONTRACTOR, his agents, representatives, employees or subContractors. Primary/noncontributing. Coverage provided by CONTRACTOR 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. 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 CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR 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 CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subContractors. Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR 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 CONTRACTOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CONTRACTOR 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) Page 94 of 210 -21- 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 CONTRACTOR’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. Pass through clause. CONTRACTOR agrees to ensure that its subContractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR 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. CONTRACTOR agrees that upon request, all agreements with Contractors, subcontractors, 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 CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’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. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONTRACTOR 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. CONTRACTOR shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting general liability coverage. All endorsements are to be received and approved by the City before work commences. Page 95 of 210 Page 96 of 210