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CC Resolution 12985 - Issue a (RFP) for rent dispute and mediation servicesBEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING (A) ISSUANCE OF A REQUEST FOR PROPOSALS (RFP) FOR SERVICE PROVIDER SERVICES TO SUPPORT HOUSING DIVISION WITH RENT DISPUTE AND MEDIATION SERVICES; (B) APPROVAL OF CONTRACT WITH THE SELECTED SERVICE PROVIDER AND (C) AUTHORIZES THE CITY MANAGER TO NEGOTIATE, AMEND, AND EXECUTE A CONTRACT WITH THE SELECTED SERVICE PROVIDER FOR A TWO YEAR TERM IN AN AMOUNT NOT TO EXCEED $126,000. WHEREAS, the adopted General Plan and Housing Element have committed to furthering fair housing practices in Campbell by assisting tenants and landlords within the city in settling disputes or issues related to Rental Increase Dispute Resolution Ordinances; and WHEREAS, the City seeks the special services in rental dispute and mediation matters from persons specially trained, experienced and competent to perform the special services required; WHEREAS, the City has recognized the need for special service provider assistance in performing services which may require confidentiality and case sensitive review and analysis of landlord and tenant issues as existing department staff due not possess the required technical certifications to conduct the review or analysis of tenant and landlord issues; and WHEREAS, $126,000 will need to be encumbered during the two-year contract term from FY 2024 thru FY 2025; and WHEREAS, the City Council has reviewed and accepted the draft RFP and found it to include the appropriate tasks needed to assist the Community Development Department's Housing Division to provide rent dispute and mediation services for the benefit of the community; and WHEREAS, the City Council has reviewed and accepted the draft RFP and found it appropriate for the selection of a service provider to support department operations for a two-year term; and WHEREAS, the City Council authorizes a total amount not to exceed $126,000 for a period of two years. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell hereby authorizes (a) distribution of a Request for Proposals (RFP) for service provider services to support Housing Division with rent dispute and mediation services; (b) approval of contract with the selected service provider and (c) authorizes the City Manager, as set forth in Exhibit A, to negotiate, amend, and execute a contract with the selected service provider for a two year term in an amount not to exceed a combined total of $126,000 for the adopted contract. PASSED AND ADOPTED this 16th day of May, 2023, by the following roll call vote AYES: Councilmembers: Lopez, Scozzola, Furtado, Landry, Bybee NOES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None APPROVED: �Lzv_..e� �&& Anne Bybee, Mayor ATTEST: Q Q ! Andrea Sanders, City rk REQUEST FOR PROPOSALS Rent Dispute & Mediation Services The City is issuing this Request for Proposals ("RFP") for Rent Dispute & Mediation Services to support the City with the following tasks (a) Information & Conciliation , (b) mediation, (C) recordkeeping, and (d) evaluation of the existing program. The City will prefer proposals which do not to exceed $63,000 per year. Prospective service providers are solely responsible for ensuring proposals are received by the City on or before the submittal deadline. Proposals must be received via email no later than XXXXXX , 2023 at 5:00 PM by the City Clerk's Office at 121 P u;campbellca.gov. Submit an electronic signed copy of the Consultant's formal proposal submittal including fee proposal in PDF file format with file titled as follows: RFP Project Name — Consultant Name. Failure to comply with the requirements set forth in this RFP may result in disqualification. Proposals and/or modifications received after the hour and date specified above will not be accepted. Submitted proposals may be withdrawn at any time prior to the submission time specified in this RFP, provided notification is received in writing before the submittal deadline. No handwritten notations or corrections will be allowed. The responding Consultant is solely responsible for all costs related to the preparation of the proposal. The City reserves the right to reject all proposals and to waive any minor informalities or irregularities contained in any proposal. Acceptance of any proposal submitted pursuant to this RFP shall not constitute any implied intent to enter a contract. The executed contract, if any, will be made with the service provider who, in the City's sole discretion, is best able to perform the required services in a manner most beneficial to the City. Please submit all inquiries to the Community Development Department's Administrative Analyst, Ken Ramirez, at ken rrucampbellca.gov by the Request for Clarifications due date listed below. Project Schedule Below is a desired schedule for initiation of this project; however, dates may be subject to change and adjusted as necessary. RFP Issued May 19, 2023 Bidder's Conference May 29, 2023 Proposal Submittal Deadline June 9, 2023 Proposal Evaluations by Campbell Completed June 23, 3023 In person / video Interviews (conducted at City's discretion) Week of June 26, 2023 City Council contract approval of selected service provider July 31, 2023 Contract Executed by City Manager August 4 2023 Background The City of Campbell is in the West Valley area of Santa Clara County and encompasses 6.35 square miles. The City was founded in 1887 and incorporated in 1952 as a general law city. As of May 2021, the City's population was 42,221. Campbell operates under a Council/Manager form of government and is organized into six departments - City Administration, Recreation and Community Services, Finance, Community Development, Police, and Public Works. Fire services are provided -2- by contract with the Santa Clara County Fire Department. The City provides library, animal control, solid waste collection and recycling, and storm water management services via Joint Powers Agreements (JPA's). Objective The intent of this Request for Proposals is to select a service provider to provide Rent Dispute & Mediation services as part of the City of Campbell's existing Rent Dispute Mediation Program. The Rent Dispute & Mediation Services program is a free and confidential service that helps tenants and landlords resolve disputes in a controlled environment. The program is staffed by experienced mediators who are trained in conflict resolution. The mediators help the parties to understand each other's perspectives, identify the issues at stake, and develop creative solutions that meet the needs of both parties. The program is committed to helping tenants and landlords maintain a positive relationship. The City will make available any and all materials and data at their disposal to support data gathering and research required in the RFP. Bidder's Conference Please note a meeting will be held on May 29, 2023, at 11AM to answer any questions prospective agencies or firms may have about the RFP process. The City will provide answers to the questions received following the Conference. No further questions will be taken after this meeting. If you wish to participate in the Bidder's Conference, please email Ken Ramirez at and a link to the Zoom meeting will be sent to you. The City is looking to contract with a service provider that can help provide mediation services for tenants and landlords within the City of Campbell to help people come together to talk about and potentially solve disputes in a controlled environment. The Goals of the Rent Dispute Medication program Provide information on the California Rules and Regulations pertaining to Landlord/Tenant rights and responsibilities to parties in a residential housing situation. Offer mediation services to landlords, Tenants, Roommates and Neighbors regarding disputes pertaining to residential rental housing. Prevention of Homelessness, by settling rental housing disputes out of court through The scope of work outlined below illustrates the specific services requested. -3- Scope of Services Project tasks shall include, but are not necessarily limited to, the following described below. If the firm believes additional tasks are warranted, they must be clearly identified in the service proposal. Service providers responding to this RFP shall be prepared to begin services no later than August 31, 2023. The project consists of furnishing all labor, materials, supervision, and travel necessary to complete the tasks outlined below. The Rent Dispute Mediation Program is a free and confidential service that helps tenants and landlords resolve disputes related to rent. The program is voluntary and neutral, and it is committed to helping both parties reach a mutually agreeable solution. The program is available to tenants and landlords who are experiencing disputes such as late rent payments, rent increases, repairs, and evictions. The mediators are trained in conflict resolution and will help the parties to understand each other's perspectives, identify the issues at stake, and develop creative solutions that meet the needs of both parties. The program is committed to helping tenants and landlords maintain a positive relationship. The service provider selected would perform the following services under the direction of the City Manager or designee: Information & Conciliation: To provide information and assistance to tenants and landlords regarding their rights and responsibilities under the City's Rental Increase Dispute Resolution Ordinance. • Develop and distribute information materials about the ordinance to tenants and landlords. • Create and maintain a website with information about the ordinance. • Answer questions from tenants and landlords about the ordinance. • Attempt to conciliate disputes between tenants and landlords before they escalate to mediation. • Community Outreach Component: o Develop and implement a community outreach plan to educate tenants and landlords about the ordinance and the mediation services available. o The plan should include a variety of outreach methods, such as: • Public meetings ■ One-on-one counseling ■ Educational materials ■ Social media campaigns o The goal of the community outreach component is to ensure that all tenants and landlords are aware of their rights and responsibilities under the ordinance and the mediation services available. Mediation: To provide mediation services to tenants and landlords who are unable to resolve their disputes through conciliation. • Schedule and conduct mediation sessions between tenants and landlords. -4- • Facilitate a confidential and neutral discussion between the parties in an effort to reach a mutually agreeable resolution. • Document the outcome of each mediation session. Recordkeeping: To ensure that the City has a record of all mediations conducted, the issues discussed, and the outcome of each mediation. • Create and maintain a database of all mediations conducted. • Document the names of the parties involved, the date and time of the mediation, the issues discussed, and the outcome of the mediation. • Keep all mediation records confidential. Evaluation: To evaluate the effectiveness of the mediation program and identify program deficiencies and areas of improvement. • Collect data on the number of mediations conducted, the number of disputes resolved, and the satisfaction of the parties involved. • Analyze the data to identify trends and areas for improvement. • Develop recommendations for improving the mediation program. The City of Campbell expects the selected service provider to complete all deliverables within six months of the start date of the contract. The City will provide the service provider with the necessary resources and support to complete the project. General The service provider may recommend other tasks that it deems appropriate to achieve the objectives set forth in this RFP. Public Records All proposals submitted in response to this RFP become the property of the City. Information in the proposal, unless specified as trade protected, may be subject to public review. Any information contained in the proposal that is proprietary must be clearly designated. Marking the entire proposal as proprietary will be neither accepted nor honored. Proprietary information submitted in response to this RFP will be handled in accordance with the California Public Records Act. RiLjht to Cancel and Amend The City reserves the right to cancel, for any or no reason, in part or in its entirety, this RFP, including but not limited to selection schedule, submittal date, and submittal requirements. If the City cancels or revises the RFP, all Consultants will be notified in writing. Additional Information The City reserves the right to request additional information and/or clarification from any or all Consultants. Conflict of Interest -5- Selected consultant covenants that the company, its officers, employees and/or agents presently have no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services requested herein by the City. Consultant further covenants that, in the performance of any contract or agreement resulting from this RFP, no subcontractor or person having such an interest shall be employed. Consultant certifies that to the best of Consultant's knowledge, no one who has or will have any financial interest under any contract or agreement resulting from this RFP is an officer or employee of the City. Release of Public Information Service providers who respond to this RFP who wish to release information to the public regarding selection, contract award or data provided by the City must receive prior written approval from the City before disclosing such information to the public. Non -Assignment If a contract is awarded, the selected service provider shall neither assign, nor delegate, in part or in whole, any duties without the prior written consent of the City which shall not be unreasonably withheld. Collusion Each service provider certifies that the company, its officers, employees and/or agents are not a party to any collusive action, fraud, or any action that may be in violation of the Sherman Antitrust Act. The service provider certifies that the company, its officers, employees and/or agents have not offered or received any kickbacks or inducements from any other bidding Consultant, supplier, manufacturer, or subcontractor in connection with the proposal and that the company, its officers, employees and/or agents have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value. Any or all bids shall be rejected if there is any reason to believe collusion exists among the bidding service providers. Debarment By submitting a proposal, the service provider certifies that the company is not currently debarred from submitting proposals and/or bids for contracts issued by any City or political subdivision or agency of the State of California, and that it is not an agent of a person or entity that is currently debarred from submitting proposals and/or bids for contracts issued by any City or political subdivision or agency of the State of California. Egual Employment Onnortunity Compliance The selected service provider shall not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The service provider shall ensure that all employees and applicants for employment shall be treated with equality in all aspects of employment processes including, but not limited to, hiring, transfer, promotion, training, compensation and termination, regardless of their race, creed, color, sex, national origin, age, or physical handicap. -6- Right to Audit The selected service provider shall maintain such financial records and other records as may be prescribed by the City or by applicable federal and state laws, rules, and regulations. The selected service provider shall retain these records for a period of three years after final payment, or until they are audited by the City, whichever event occurs first. These records shall be made available during the term of the contract or service agreement and the subsequent three-year period for examination, transcription, and audit by the City or its designees. RFP Deliverables The service provider shall be responsible for preparing an effective, clear, and concise proposal. The City is requesting an electronic copy of the proposal in PDF format emailed to RFP,:icampbellca.<v The proposal shall be organized by clearly labeled sections. Proposals must contain at a minimum the following information: Format for Proposal: To facilitate the review of responses, all responses are required to adhere to the following requirements regarding their proposal. The City strongly encourages respondents to ensure that RFP submissions are succinct and clearly organized. If the proposal is not in this format or does not include all the listed items, it may be deemed nonresponsive. For ease of handling, all responses are to be provided in a standard 8 %" x I I" portrait layout in PDF format. a. Title Page showing the request for proposals subject; the firm's name; the name, address, email address and telephone number of the contact person; and the date of the proposal. b. Table of Contents identifying the submitted materials by section and page number. c. Detailed Proposal following the order as set forth below and clearly label each section. 2. Letter of Interest: Please provide a letter expressing the Consultant's interest which includes: a. A statement describing why your firm is qualified to provide the services and perform the work required in a responsive manner. b. A description of the anticipated interaction between the Consultant and City staff. c. Identification of the Project Manager and main point of contact. 3. Proiect Understandingand nd Approach: Please include a statement demonstrating your understanding of the proposed scope of services. Economic development strategies and plans are comprehensive documents with specific recommendations and actions for improving and managing a community's economy that need to be completed and implemented within specific time periods. Describe your approach to meeting these -7- requirements in a timely and thorough manner while also containing costs. What processes, methodologies and technologies do you employ? Describe what information you would expect the City to supply. 4. Relevant Experience: Please describe your organization's past performance in providing similar services to other municipalities. Provide references from at least three (3) California municipalities that your firm is currently providing, or has provided within the last three (3) years. Address your firm's record of meeting schedules and controlling costs. 5. Proiect Manager / Key Staff: Please include information about the specific relevant experience for the proposed Project Manager and all other applicable staff. Please submit resumes only for those individuals that will be assigned to the City of Campbell. 6. Conflict of Interest Statement: The firm shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this contract. Particular attention should be paid to compliance with Government Code section 1090. See "Conflict of Interest" on page 7 of this RFP for reference. 7. Comments on or Requested Changes to Contract: The City's standard Consultant Services Agreement is included as Attachment I to this Request for Proposals. The proposing firm shall identify any objections to and/or request changes to the standard contract language in this section. 8. Fee Schedule: Include a fee schedule for all personnel assigned for this project. Existing Information and Resources The following documents and resources are provided to assist with the information gathering process following execution of the contract with the selected consultant: Existing Information • Current General Plan (Adopted 2001) • Campbell Housing Services • Draft General Plan 2040 Additional Resources • CampbellCA.,(ov • Board & Commissions • General Plan Map • General Plan Update Website • Cit Council H • 1 lousing, Element - 4th HCD Draft and Responses • Community Demographics • Community Development Departnicnt • Finance Department • Municipal Code • City Manager's Office Term of Contract The initial contract term shall commence upon execution of the contract by the City and shall be for a twelve (12) month period. The contract includes the option for two additional (6) six-month renewal periods in the event additional consulting services are requested by the City, for a total potential contract term of up to two (2) years. Extension of Contract At the end of the initial twelve (12) month term, the City of Campbell, at its sole discretion may elect to extend the contract for two (2) additional six-month terms. The City may extend the contract for a total of one year, pending additional services are requested by the City and satisfactory performance under the original contract. Contractual costs shall be equal to the June -to -June San Francisco -Oakland -San Jose Consumer Price Index -All Urban (CPI) in an amount not to exceed five percent (5%) but not lower than three percent (3%), upon execution of each contract renewal. Evaluation of Proposals and Selection Process Evaluation of the proposals will be made by City Council Members, the City Manager, Community Development Director, Finance Director and Economic Development Specialist and other City staff as deemed appropriate by the City Manager or designee. This evaluation team, in accordance with the criteria listed below, will evaluate all proposals received as specified. The City team members, in applying the major criteria to the proposals, may consider additional criteria beyond those listed. During the evaluation period, the team may elect to interview some or all of the proposing firms. The final selection will be the firm which, in the City's opinion, is the most responsive and responsible, meets the City's requirements in providing this service, and is in the City's best interest. The City maintains the sole and exclusive right to evaluate the merits of the proposals received. Consultants will be objectively evaluated based on their responses to the project scope outlined in the RFP. The written proposal should clearly demonstrate how the firm could best satisfy the City's requirements. Proposals will be evaluated on the following criteria: No. Written Evaluation Criteria Point Value 1 Completeness of Response Pass/Fail 2 Qualifications & Experience 30 3 Organization & Approach 20 4 Scope of Services to be Provided 20 5 References 25 6 Local Presence 5 7 Conflict of Interest Statement Pass/Fail Subtotal: 100 M ATTACHMENT 1 CITY OF CAMPBELL CONSULTANT SERVICES AGREEMENT This Agreement is entered into at Campbell, California on the day of , 2023, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and (hereinafter referred to as "Consultant"). WHEREAS, City desires to obtain a service provider to provide special services in rental dispute and mediation matters from persons specially trained, experienced and competent to perform the special services required for a cost not to exceed $126,000; and WHEREAS, Consultant represents that it has the expertise, means, and ability to provide, evaluate and keep detailed records throughout the duration of the contract agreement; NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree as follows: 1. DUTIES OF CONSULTANT 1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence. 1.2 Consultant's project manager will meet with the City's project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, and management philosophy of City as it relates to this Agreement. 1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project's objectives. 1.4 In performance of this Agreement by Consultant, time will be of the essence. 1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant's reasonable control, including delays or by reason of strikes, work slow -downs or stoppages, or acts of God. 1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant's profession working on similar projects under similar circumstances. ' Scope of Services, project schedule and consultant fee schedule to be included in Exhibit A following consultant selection -10- 1.7 Consultant shall cooperate in good faith with City in all aspects of the performance of this Agreement. 1.8 In the course of the performance of this Agreement. Consultant shall act in the City's best interest as it relates to the project. 1.9 All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. 1.10 The designated project manager for Consultant shall be The Consultant's project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City's project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant. 1.11 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or officials or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3.and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant's supervision or control was misclassified. 1.12 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work. 2. DUTIES OF CITY 2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on accuracy and completeness of such information, -11- provided that Consultant shall provide City prompt written notice of any known defects in such data and information. 2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf. 2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible. 3. COMPENSATION 3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the project in an amount not to exceed $126,000, as follows: a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City's right to object. b. Direct costs are those outside costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges. 3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for said costs if authorized in writing by the City in advance. 3.3 City may order changes in the scope or character of services in writing, including decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event, that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to approve changes to this Agreement on behalf of City. -12- 3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit A. 3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply. 4. SUBCONSULTANTS 4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City. 4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants. 4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents' representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing. 4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. 5. OWNERSHIP OF DOCUMENTS AND MATERIALS All original drawings, documents, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and materials") shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the Project - related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any and all project -related documents and materials including draft documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein or applicable laws. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project -related documents and materials, produced or gathered -13- by or on behalf of Consultant that are in Consultant's possession, custody or control. Consultant may retain copies of said documents and materials for its files. In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City's right to promptly receive and use such documents and materials which are the sole and exclusive property of the City. 6. TERMINATION 6.1 Notwithstanding any other provision of this Agreement, City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant not less than 14 calendar days prior to an effective termination date. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City. 6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. 6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services. 7. AUDIT AND INSPECTION Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study. 8. EQUAL EMPLOYMENT OPPORTUNITY Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organizational affiliation, military or veteran status, or -14- any other consideration made unlawful by local, State or Federal law, of any employee of, or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations. 9. INSURANCE AND INDEMNIFICATION 9.1 ' With respect to any professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the consultant under this paragraph shall not exceed the consultant proportionate percentage of fault, except: a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the consultant shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project -specific general liability policy ensures all project participants for general liability exposures on a primary basis and also covers all consultant for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the consultant's duty to provide a defense and cover the City's cost of defense. With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys' fees and costs (collectively, "Losses") including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City. -15- The defense and indemnity provisions obligations of this Agreement are undertaken in addition to and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third - parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law. 9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of three (3) years following the termination or completion of this Agreement: A. Types of Coverage The policies shall afford the following types of coverage: 1. Commercial General Liability; 2. Automotive; 3. Workers' Compensation and Employer Liability; and 4. Professional Liability and/or Errors and Omissions B. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. For Commercial General Liability: Insurance Services Office (ISO) CGL Form 00 01 11 85; and 2. For Automotive Liability: ISO CA 00 0106 92 including symbol 1(any auto); and 3. For Workers' Compensation: insurance as required by the Labor Code of the State of California and Employer's Liability insurance; and 4. For Professional Liability and/or Errors and Omissions: insurance covering negligence committed by or on behalf of Consultant in rendering services to City. C. Minimum Limits of Insurance Consultant shall maintain limits no less than: General Liability: $1,000,000 combined single limit per occurrence for -16- bodily, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Worker's Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. 4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate. The limits of insurance required in this Agreement 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 (as agreed to in this Agreement) before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. D. Deductible and Self -Insured Retention Any deductibles or self -insured retention must be declared to and approved by the City and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self -insured retention provision shall provide or be endorsed to provide that the self - insured retention may be satisfied by either the named insured or the City. E. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: General Liability and Automobile Liability Coverage: a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any available insurance proceeds broader -17- than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage. b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City. 3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non- payment of premium. F. Suspension or Cancellation If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. G. Subcontractors Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner -18- and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub -subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work and will provide proof of compliance to the City. H. Acceptability of Insurers Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City. Verification of Coverage Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences. Special Risks/Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant. 10. MISCELLANEOUS 10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant. 10.2 Neither party may assign this Agreement, or any portion hereof, without the prior written consent of the other. 10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement. 10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant. 10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, -19- promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant. 10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant. 10.7 This Agreement shall be governed and construed in accordance with the laws of the State of California. 10.8 All changes or amendments to this Agreement must be in writing and approved by all parties. 10.9 The initial contract term shall commence upon execution of the contract by the City and shall be for a two (2) month period, unless terminated sooner in accordance with the contract. The City of Campbell at its sole discretion may elect to extend the contract up to two (2) consecutive six-month periods by providing written notice to Consultant not less than thirty (30) days prior to expiration of the original or extended term. The total length of the contract shall not exceed a period of one year. Annual contractual costs shall be equal to the August -to -August San Francisco -Oakland -San .lose Consumer Price Index -All Urban (CPI-U) in an amount not to exceed five percent (5%), but not lower than three percent (3%), annually, on July 1 of each contract renewal if executed. 10.10 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City's interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement. 10.11 City is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the -20- CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant. 10.12 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion. 10.13 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements 10.15 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 10.16 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. 10.17 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California. 10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original. -21- 11. NOTICES Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses: CITY: City of Campbell Attention: Rob Eastwood 70 North First Street Campbell, CA 95008 CONSULTANT: Attention: [SIGNATURES ON FOLLOWING PAGE] -22- Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby: CONSULTANT LIM CITY OF CAMPBELL Title Title 23