Consulting Services Agreement (CSA) PM BLANK.pdf

Basic Terms

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Contra Costa County Project Name: On-Call PM

Standard Form CSA (Basic Terms)

Revised 2011 Project No.: Various

CONSULTING SERVICES AGREEMENT

(To be used only for Architectural, Engineering or Land Surveying Services.)

This consulting services agreement (“Agreement”) is dated , and is between the agency and the consultant identified below. The parties agree to each of the terms set forth below (the “Basic Terms”) and to each of the terms set forth in the Attachments (as defined below).

1. Parties.

(a) Agency: (check one)

Contra Costa County for its Department named below

Contra Costa County Flood Control and Water Conservation District

Contra Costa County Fire Protection District

Housing Authority of the County of Contra Costa

Contra Costa County Redevelopment Agency

(i) Department (if applicable): Public Works

(ii) Department Head means the individual named below or his or her designee (check one):

Director of General Services

Public Works Director/Chief Engineer

Fire Chief

Housing Authority Executive Director

Director of Department of Conservation and Development

(iii) Agency Mailing Address: Contra Costa County Public Works Department

255 Glacier Drive

Martinez, CA 94553

Attn: Rochelle Johnson

(b) Consultant's Name & Address:

Attn:

(i) Type of Business Entity:

(e.g., individual, corporation, sole proprietorship, partnership, limited liability company)

If corporation, add State of incorporation:

(ii) Federal Taxpayer I.D. or SSN:

(iii) License Number:

2. Project Name, Number, & Location: On-Call Project Management Services, Countywide

3. Term. The effective date of this Agreement is . It terminates on unless sooner terminated as provided herein.

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Contra Costa County Project Name: On-Call PM

Revised 2011 Project No.:Various

4. Payment Limit. Payments under this Agreement cannot exceed: $1,000,000.00.

5. Legal Authority. This Agreement is entered into under and subject to Government Code Section 4525 or Section 31000, or:

Health and Safety Code Section 13861 (Fire Protection District)

Health and Safety Code Section 34314 (Housing Authority)

Health and Safety Code Section 33125 (Redevelopment Agency)

Other (Specify)

6. Attachments. The following documents are attached to this Agreement (the “Attachments”) and are incorporated herein by reference. This Agreement includes the Basic Terms, the signature pages, and all of the Attachments.

General Conditions (always attached)

Special Conditions (optional)

Appendix A: Scope of Services (always attached)

Appendix B: Payment Provisions, Project Personnel and Billing Rates (always attached)

7. Signatures. The signatures set forth below attest the parties’ agreement hereto:

CONSULTANT

SIGNATURE A

Consultant’s Name:

a

By __________________________________________

(Signature of individual or officer)

(Print name and title, if applicable)

SIGNATURE B

By __________________________________________

(Signature of individual or officer)

(Print name and title, if applicable)

Note to Consultant: If Consultant is a corporation, two officers must sign the Agreement. The first signature (Signature A) must be that of the chairman of the board, president, or vice-president; the second signature (Signature B) must be that of the secretary, assistant secretary, chief financial officer, or assistant treasurer. (Civil Code Section 1190 and Corporations Code Section 313.) The acknowledgment below must be signed by a Notary Public.

ACKNOWLEDGMENT

State of California )

County of _____________________ )

On _________________________, before me, ______________________________________, Notary Public, personally appeared

___________________________________________________ (insert name(s) and title(s) of the officer(s) signing on behalf of the

Consultant), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS MY HAND AND OFFICIAL SEAL

___________________________________ (Notary’s Seal)

Signature

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Contra Costa County Project Name: On-Call PM

Revised 2011 Project No.: Various

AGENCY

(a) If Agreement is approved by Agency governing body (required if Payment Limit exceeds $100,000):

AGENCY,

By ___________________________________

Board Chair/Designee

ATTEST: Clerk of the Board of Supervisors

By ________________________________

Deputy

(b) If Agreement is approved by County Purchasing Agent:

AGENCY,

By __________________________________

County Purchasing Agent or Designee

COUNTY APPROVALS

RECOMMENDED BY DEPARTMENT FORM APPROVED BY COUNTY COUNSEL

By ___________________________ By _________________________________

Designee Deputy County Counsel

APPROVED: COUNTY ADMINISTRATOR

By _______________________________

Designee

Contra Costa County

Standard Form

Project Name: On-Call PM

Revised 2011 Project No.: Various

Special Conditions (Consulting Services Agreement)

1. The method of payment for this Agreement is specified hourly rate not to exceed the Payment Limit specified in Section 4 (Payment Limit) of the Basic Terms without Agency's prior approval.

2. No payment will be made prior to Agency's approval of any work, nor will Consultant perform any work prior to Agency's approval of this Agreement.

3. Section 10(b) (Certificate of Insurance): of the General Conditions is hereby deleted in its entirety and replaced with the following:

"(b) Certificate of Insurance: Prior to the effective date of this Agreement, Consultant shall furnish to the Contra Costa County Public Works Department (Department) certificates of insurance evidencing the coverage required herein. Additionally, no later than five days after Consultant's receipt of (i) a notice of cancellation or a notice of an intention to cancel any of Consultant’s insurance coverage required by this Agreement, or (ii) a notice of a material change to Consultant’s insurance coverage required by this Agreement, Consultant will provide Agency a copy of such notice of cancellation, or notice of intention to cancel, or notice of material change. Consultant’s failure to provide Department the notice as required by the preceding sentence is a default under this Agreement. If Consultant renews any of the insurance policies or acquires any new insurance policies or amends the coverage through an endorsement to any policy at any time during the term of this Agreement, then Consultant shall provide current certificates to Department.”

4. Section 11(f) (Payment Retention) of the CSA General Conditions is hereby deleted in its entirety and replaced with the following:

“(f) Payment Retention: Agency will not retain any funds.”

Special Conditions

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Contra Costa County GENERAL CONDITIONS Standard Form (Consulting Services Agreement) Revised 2011

8. Employment/Scope of Service. Agency hereby employs Consultant, and Consultant accepts such employment, to perform the professional services as described in Appendix A (Scope of Services), upon the terms and in consideration of the payments stated herein.

9. Report Disclosure Section. Pursuant to Government Code Section 7550, Consultant shall include in all documents or written reports completed and submitted to Agency in accordance with this Agreement, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section only applies if the Payment Limit of this Agreement exceeds $5,000. If multiple documents or written reports are the subject or product of this Agreement, the disclosure section may also contain a statement indicating that the total Agreement amount represents compensation for multiple documents or written reports.

10. Insurance. Consultant may not commence work under this Agreement until it has furnished evidence of the insurance required herein to the Department Head, and the Department Head has approved it, and may not continue to perform any work under this Agreement if the insurance required herein is no longer in effect.

(a) Types and Amount of Insurance: Consultant, at no cost to Agency, shall obtain and maintain during the term hereof: (i) Workers' Compensation Insurance pursuant to state law, including, without limitation, California Labor Code section 3700; (ii) Professional Liability Insurance with a minimum coverage limit of $1,000,000 for claims made in the aggregate annually and a maximum self-insured retention or self-insured retained limit of liability of $25,000, for all damages or losses because of errors, omissions or malpractice arising out of the provision of professional services by Consultant and Consultant’s subconsultants under this Agreement; and (iii) liability insurance with a minimum coverage limit of $5,000,000 for claims made in the aggregate annually for all personal injury and property damage, to include liability assumed under this Agreement, the use of any licensed motor vehicle by Consultant or subconsultants, and naming Agency, its governing body, officers and employees as additional insureds. The policies will constitute primary insurance as to Agency and its governing body, officers and employees such that other insurance policies held by them or their self-insurance program(s) are not required to contribute to any loss covered under Consultant’s insurance policy or policies.

(b) Certificate of Insurance: Prior to the effective date of this Agreement, Consultant shall furnish to the Department Head certificates of insurance evidencing the coverage required herein and requiring 30 days' written notice to Agency of policy lapse, cancellation or material change in coverage. If Consultant renews the insurance policy(ies) or acquires a new insurance policy(ies) or amends the coverage through an endorsement to the policy(ies) at any time during the term of this Agreement, then Consultant shall provide current certificate(s) to the Department Head.

(c) Warranty: Consultant represents and warrants that, as of the effective date of this Agreement, Consultant is not aware f any situation that has occurred that could reduce the limits of liability set forth above for claims made under this Agreement.

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(d) Labor Code Section 1861 Certification: In executing this Agreement, Consultant certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions efore commencing the performance of the work of this contract.” b

11. Payment. Agency shall pay Consultant for professional services performed as described in Appendix A at the rates shown in Appendix B, which include all overhead and incidental expenses, for which no additional compensation will be allowed.

Notwithstanding the foregoing, Agency shall reimburse those incidental expenses specifically itemized in Appendix B, provided that Consultant submits copies of receipts and, if applicable, a detailed mileage log to the Department Head. In no event may the total amount paid to Consultant exceed the Payment Limit specified in Section 4, Payment Limit, without Agency’s prior written approval.

(a) Billing Statements: Consultant shall submit billing statements in the manner and form prescribed by the Department Head detailing the work performed and listing, for each item of services, the employee categories, hours and rates. Except as otherwise provided in the Scope of Services, Consultant shall submit the billing statements no later than 30 days from the end of the month in which the services described in the billing statement were actually rendered. Except as provided in subsections (b) – (d) below, gency will endeavor to pay Consultant within 30 days after receipt of each statement. A

General Conditions (Page 1 of 7)

(b) Documentation: Consultant shall furnish progress reports with each billing statement at no additional charge. Consultant shall include sufficient detail in each progress report, and shall furnish to the Department Head whatever additional information is necessary, to enable the Department Head to determine whether Consultant is performing all tasks described in the Scope of ervices pursuant to the schedule set forth in the Scope of Services. S

(c) Penalty for Late Submission: If Agency is unable to obtain reimbursement from the state or federal government as a result of Consultant’s failure to submit to Agency a timely billing statement as set forth above, Agency will not be obligated to pay onsultant for the services included in the late billing statement. C

(d) Right to Withhold: Agency may withhold payment to Consultant following written notice to Consultant that: (i) Consultant has failed to fully perform its obligations under this Agreement (including, without limitation, any failure to submit required deliverable items according to the schedule set forth in the Scope of Services); (ii) Consultant has neglected, failed, or refused to furnish information or cooperate with any inspection, review, or audit of its work or records; or (iii) Consultant has iled to sufficiently itemize or document its billing statement. fa

(e) Audit Exceptions: Consultant accepts responsibility for receiving, replying to, and/or complying with any audit exceptions by appropriate county, state or federal audit agencies resulting from its performance of this Agreement. Within 30 days of demand, Consultant shall pay Agency the full amount of Agency’s obligation to the state and/or federal government resulting from any audit exceptions that are attributable to Consultant’s failure to properly perform any of its obligations under this greement. A

(f) Payment Retention: Agency may retain 10% of each billing statement as security for the fulfillment of this Agreement.

After Consultant has completed all services as required under this Agreement, submitted final billing, and if the Department Head has determined that the services have been completed in accordance with this Agreement, Agency will release all withheld funds.

(g) Penalties for False Claims: Any person who commits any of the following acts shall be liable to Agency for three times the amount of damages which Agency sustains because of the act of that person. A person who commits any of the following acts shall also be liable to Agency for the costs of a civil action brought to recover any of those penalties or damages, and may be liable to Agency for a civil penalty of not less than $5,000 and not more than $10,000 for each false claim: (a) Knowingly presents or causes to be presented to an officer or employee of Agency a false claim for payment or approval. (b) Knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by Agency. (c) Conspires to defraud Agency by getting a false claim allowed or paid by Agency. (d) Knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to Agency. (e) Is a beneficiary of an inadvertent submission of a false claim to Agency, subsequently discovers the falsity of the claim, and fails to disclose the false claim to Agency within a reasonable time after discovery of the false claim. Liability under this section shall be joint and several for any act committed by two or more persons.

12. Extra Work. Any work or services in addition to the work or services described in the Scope of Services that Agency deems necessary to properly complete the work or services described in Scope of Services shall be performed by Consultant at the direction of Agency according to the rates or charges listed in Appendix B. In the event that no rate or charge is listed for a particular type of extra work, Consultant will be paid for the extra work at a rate to be mutually agreed on prior to the commencement of the extra work. In no event will Consultant be entitled to compensation for extra work unless, prior to commencement of the extra work, Agency has executed a written amendment describing the extra work and payment terms in accordance with Section 32, Amendments.

13. Time for Completion. Consultant shall complete all services covered by this Agreement no later than the end of the term as set forth above. Notwithstanding the foregoing, to the extent the Scope of Services provides for the phasing of services, Consultant shall complete all services for each phase of the project by the deadlines stated in the Scope of Services.

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Termination by Agency. At its option, Agency may terminate this Agreement at any time by written notice to Consultant, whether or not Consultant is then in default. Upon such termination, Consultant shall, without delay, deliver to Agency all materials and records prepared or obtained in the performance of this Agreement, and Agency shall pay Consultant, without duplication, all amounts due for the services rendered up to the date of termination.

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Revised 2011

15. Abandonment by Consultant. If Consultant ceases performing services under this Agreement or otherwise abandons the project prior to completing all of the services described in this Agreement, Consultant shall deliver to Agency, without delay, all materials and records prepared or obtained in the performance of this Agreement. Agency shall pay Consultant the amount it determines to be the reasonable value of the services performed up to the time of cessation or abandonment, less a deduction for any damages or additional expenses which Agency incurs as a result of such cessation or abandonment.

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Ownership of Documents. All materials and records of a finished nature, such as final plans, specifications, reports, and maps, prepared or obtained in the performance of this Agreement, shall be delivered to and become the property of Agency. Consultant shall retain, and make available to Agency in accordance with Section 17, Record Retention and Auditing, all materials of a preliminary nature, such as survey notes, sketches, preliminary plans, computations and other data, prepared or obtained in the performance of this Agreement.

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Record Retention and Auditing. Except for materials and records delivered to Agency, Consultant shall retain all materials and records prepared or obtained in the performance of this Agreement, including financial records, for a period of at least five years after Consultant's receipt of the final payment under this Agreement. Upon request by Agency, Consultant shall promptly make such materials and records available to Agency, or to authorized representatives of the state and federal governments, at a convenient location within Contra Costa County designated by the Department Head, at no additional charge and without striction or limitation on their use.

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Independent Contractor Status. The parties intend that Consultant, in performing the services specified herein, is acting as an independent contractor and that Consultant will control the work and the manner in which it is performed. This Agreement is not intended and may not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. Additionally, Consultant is not entitled to participate in any pension plan, workers’ compensation plan, health plan, insurance, bonus or similar benefits Agency provides to its employees. In the event that Agency exercises its right to terminate the Agreement, Consultant expressly agrees that it will have no recourse or right of appeal under any rules, regulations, s or laws applicable to employees.

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ordinance

Breach. If Consultant fails to perform any of the services described in this Agreement in the manner and timeframe set forth in the Scope of Services or otherwise breaches this Agreement, Agency may pursue all remedies provided by law or equity. Disputes relating to the performance of this Agreement are not subject to non-judicial arbitration.

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Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable laws, statutes, ordinances, rules and regulations, whether federal, state, or local in origin, including, but not limited to, licensing and purchasing practices, and wages, hours and conditions of employment, including nondiscrimination and prevailing wage rates and their payment in accordance with California Labor Code Section 1775. If any federal or state regulations or laws touching upon the subject of this Agreement are adopted or revised during the term hereof, this Agreement will be deemed amended and Consultant will comply

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with such federal or state requirements.

Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law or otherwise; provided, however, Consultant may, subject to any required state or federal approval, enter into subcontracts for the portion of the services for which Consultant does not have the facilities to perform so long as Consultant obtains the Department Head’s written consent to such subcontracting prior to execution of this Agreement. The Department Head may withhold consent to any proposed subcontract in his or her sole and absolute discretion. Any purported assignment, transfer or subcontract that does

2. Endorsement on Plans not comply with the terms hereof is void.

2 . Consultant shall endorse all plans, specifications, estimates, reports and other items described in Scope of

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Services prior to delivering them to Agency, and, where appropriate, indicate his or her registration number.

Works Made for Hire; Confidentiality. All reports, original drawings, graphics, plans, studies, and other data and documents, in whatever form or format, assembled or prepared by Consultant or Consultant’s subcontractors, consultants, and other agents in connection with this Agreement are “works made for hire” (as defined in the Copyright Act, 17 U.S.C.A., Sections 101 et seq., as amended) for Agency, and Consultant unconditionally and irrevocably transfers and assigns to Agency all right, title, and interest, including all copyrights and other intellectual property rights, in or to the works made for hire. If any of the works made for hire is subject to copyright protection, Agency reserves the right to copyright such works and Consultant agrees not to copyright such works. If any works made for hire are copyrighted, Agency reserves a royalty-free, irrevocable license to reproduce, publish, and

(Page 3 of 7) rated in any way through this Agreement, without Agency’s prior express written consent. Permission to disclose information on one occasion or public hearing does not constitute authorization to further disclose

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use the works made for hire, in whole or in part, without restriction or limitation, and to authorize others to do so. Unless required by law, Consultant shall not publish, transfer, discuss, or disclose any of the above-described works made for hire, or any financial, statistical, personal, technical, or other data or information relative to Agency’s operations, which are designated confidential by Agency and made available to Consultant in order to carry out Consultant’s work under this Agreement, or any information gathered, discovered, or gene such information on any other occasion.

Indemnification. Consistent with California Civil Code section 2782.8, Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless Agency, and its employees, officials, and agents, from any and all demands, losses, claims, costs, liabilities, and expenses for any damage, injury, or death, including any and all administrative fines, penalties or costs imposed as a result of an administrative proceeding, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, agents, contractors, subconsultants, or any persons under its direction or control. If requested by Agency, Consultant shall defend any such suits at its sole cost and expense. If Agency elects to provide its own defense, Consultant shall reimburse Agency for any expenditures, including reasonable attorneys’ fees and costs.

Consultant’s obligations under this section exist regardless of concurrent negligence or willful misconduct on the part of Agency or any other person; provided, however, that Consultant will not be required to indemnify, including the cost to defend, Agency for the proportion of liability a court determines does not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, agents, contractors, subconsultants, or any persons under its direction or control.

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This indemnification clause will survive the termination or expiration of this Agreement.

Endorsements. Consultant may not, in its capacity as a Consultant with Agency, (a) publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of Agency’s governing body, (b) publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of a well-established and widely accepted scientific basis for such claims or without the prior approval of Agency’s governing body or (c) participate or appear in any commercially-produced advertisements designed to promote a particular brand name or commercial product, even if Consultant is not publicly endorsing a product, as long as Consultant's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Agency. Notwithstanding the foregoing, Consultant may express its views on products to other consultants, to Agency’s governing body or its officers, or to others who may be authorized by Agency’s

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governing body or by law to receive such views.

Project Personnel. In performing the services authorized under this Agreement, Consultant shall use the personnel listed in Appendix B. Consultant may only make changes in project personnel and authorized subconsultants with the Department Head’s prior written consent, and Consultant shall notify the Department Head in writing at least thirty (30) days in advance of any proposed change. Any person proposed as a replacement shall possess training, experience, and credentials comparable to those of

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the person being replaced.

Inspection. Authorized representatives of Agency, t2 he State of California and the United States Government may monitor, inspect, 28.

review and audit Consultant’s performance, place of business and records pertaining to this Agreement. Consultant shall make these items available for inspection upon request.

Conflicts of Interest. Consultant covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. Consultant further covenants that in the performance of this Agreement, Consultant will employ no person having any such interest. If requested to do so by Agency, Consultant shall complete a “Statement of Economic Interest” form and deliver it to the Department Head and shall require any other person doing work under this Agreement to complete a “Statement of Economic Interest” form and deliver it to the Department Head. Consultant covenants that Consultant, its employees and officials, are not now employed by Agency and have not been so employed by Agency within 12 months immediately preceding this Agreement; or, if so employed, did not then and do not now occupy a position that would create a conflict of interest under Government Code Section 1090. In addition to any indemnity provided by Consultant in this

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Agreement, Consultant shall indemnify, defend and hold Agency harmless from any and all claims, investigations, liabilities or damages resulting from or related to any and all alleged conflicts interest.

Nonrenewal. Consultant understands and agrees that there is no representation, implication, or understanding that the services provided by Consultant under this Agreement will be purchased by Agency under a new contract following expiration or

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termination of this Agreement, and Consultant waives all rights or claims to notice or hearing respecting any failure to continue purchasing all or any such services from Consultant.

Professional Competence; Licensure. Consultant represents and warrants that it is (i) professionally competent and able to provide the professional services described in this Agreement by reason of Consultant’s personal knowledge and skill, and (ii) currently licensed by the State of California, and will remain licensed in good standing at all times during the term of this Agreement, as one or more of the following: (a) an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the California Business and Professions Code; (b) a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 f the California Business and Professions Code; (c) a professional engineer pursuant to Chapter 7 (commencing with Section

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o 6700) of Division 3 of the California Business and Professions Code; or (d) a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the California Business and Professions Code.

Notices. All notices under this Agreement must be in writing, and, except as otherwise provided in the Scope of Services, sent by personal delivery (including overnight courier service) or by certified United States Mail, postage prepaid, to the parties at the designated above, unless changed by written notice to the other party. Consultant shall address all notices to Agency to ery, except that the ffective date of notice to Agency is the date of receipt by the Department Head.

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addresses the Department Head. The effective date of the notice is the date of deposit in the mail or of other deliv e

Amendments. This Agreement may be amended only by written agreement signed by both of the parties.

33. Disputes. Disagreements between Agency and Consultant concerning the meaning, requirements or performance of this

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Agreement are subject to final written determination of the Department Head or in accordance with the applicable procedures (if any) required by state or federal government.

Choice of Law and Personal Jurisdiction. This Agreement is made in Contra Costa County and is governed by, and will be construed in accordance with, the laws of the State of California. The parties, to the fullest extent permitted by law, knowingly, 35.

intentionally, and voluntarily, with and upon the advice of competent counsel, submit to personal jurisdiction in the State of California over any suit, action or proceeding arising from or relating to the terms of this Agreement.

No Implied Waiver. No waiver of any provision of this Agreement by Agency is valid unless it is in writing and signed by Agency. Waiver by Agency at any time of any breach of this Agreement may not be deemed a waiver of or consent to a subsequent breach of the same or any other provision of this Agreement. If Consultant’s action requires the consent or approval of Agency, that consent or approval on one occasion may not be deemed a consent to or approval of that action on any later occasion or a consent to or approval of any other action. Subject to Section 33, Disputes, inspections, approvals or statements by any officer, agent or employee of Agency indicating Consultant’s performance or any part thereof complies with the requirements of this Agreement, or acceptance of the whole or any part of Consultant’s performance, or payments therefor, or any combination of these acts, does not relieve Consultant of its obligation to fulfill this Agreement as prescribed or prevent Agency from bringing an action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Agreement.

36. Successors and Assigns. Subject to Section 21, Assignment, this Agreement binds Consultant’s successors, assigns, heirs, executors and personal representatives.

37. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto, and no third party has any right or interest in any provision of this Agreement or as a result of any action or inaction of any party in connection therewith.

Construction

38. . The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this Agreement. This Agreement may not be construed as if it had been ree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply to the interpretation of this Agreement.

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prepared by one of the parties, but rather as if both parties have prepared it. The parties to this Agreement and their counsel have read and reviewed this Agreement and ag

Severability. If any term or provision of this Agreement is, to any extent, held invalid or unenforceable, the remainder of this Agreement will not be affected thereby.

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0. Entire Agreement4 . This Agreement, together with all of the attachments listed in Section 6, Attachments, contains all of the terms s

41. Authorization and conditions agreed upon by the parties regarding the subject matter of this Agreement, and supercedes all previou communications, representations, understandings and agreements, whether verbal, written, express or implied, between th parties.

. Consultant, or the representative(s) signing this Agreement on behalf of Consultant, represents and warrants that Consult rein, and that the representatives signing this Agreement have the authority to execute this Agreement on behalf of Consultant and to ant has full power and authority to enter into this Agreement and to perform the obligations set forth he bind Consultant to its contractual obligations hereunder.

The following provisions apply only to projects using US Department of Transportation funds.

Disadvantaged Business Enterprise (DBE) Requirements (Federal aid projects only)42. . Consultant shall comply with all applicable provisions of 49 CFR, Parts 23 and 26, and the Contra Costa County’s Disadvantaged Business Enterprise (DBE) Program, which are incorporated into this Agreement by reference. In addition, in performing services under this Agreement, Consultant shall utilize all DBEs listed in Consultant’s written response to Agency’s request for qualifications or request for proposal and shall pay to the listed DBEs the estimated amounts listed in Appendix B attached to this Agreement. Consultant shall not substitute a listed

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DBE at any time or decrease the amount to be paid to a listed DBE without the advance, written consent of Agency. If a listed DBE is proposed to be replaced, Consultant shall make a good faith effort to replace the original DBE with another DBE and shall submit to Agency written documentation of such effort.

Federal Cost Principles and Procedures (Federal aid projects only). Consultant shall comply with the following provisions, which are incorporated into this Agreement by reference: (a) the cost principles for allowability of individual items of costs set forth in 48 CFR, Chapter 1, Part 31: (b) the administrative procedures set forth in 49 CFR, Part 18; and (c) the administrative procedures for non-profit organizations set forth in OMB Circular A-110, if applicable to Consultant. In the event that payment is made to Consultant for any costs that are determined by subsequent audit to be unallowable under 48 CFR, Chapter 1, Part 31, Consultant

44. ibit ying (Federal aid in excess of $100,000 only) shall refund the payment to Agency within 30 days of written request from Agency. Should Consultant fail to do so, and should Agency file legal action to recover the refund, Consultant shall reimburse Agency for all attorneys’ fees, costs, and other expenses incurred by Agency in connection with such action.

P roh ion of Expending Local Agency State or Federal Funds for Lobb . In xecutin s Ag relied up y Ag

(a) Certifica g thi reement, Consultant makes the following certification, which certification is a material representation of fact on b ency in entering into this Agreement:

tion. To the best of Consultant’s knowledge and belief:

No state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of Consultant to any person for influencing or attempting to influence an officer or employee of any state or federal agency, a member of the State Legislature or United States Congress, an officer or employe

(i) e of the

(ii) If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing

“Disclosure of Lobbying Activities,” in accordance with its instructions.

Legislature or Congress, or any employee of a member of the Legislature or Congress, in connection with the awarding of any state or federal contract, the making of any state or federal grant, the making of any state or federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with this federal contract, grant, loan, or cooperative agreement, Consultant shall complete and submit Form – LLL,

(b) Penalty for Failure to File Disclosure Form. Submission of the disclosure form is a prerequisite for making or entering into this Agreement imposed by Title 31 U.S.C. Section 1352. Any person who fails to file the required disclosure form shall be bject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. su

(c) Applicability to Subconsultants. In executing this Agreement, Consultant also agrees to require that the language of this

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5. Compliance with American Recovery and Reinvestment Act (“Recovery Act”)

Section 44 be included in all contracts with subconsultants that exceed $100,000, and that all such subconsultants shall certify and disclose accordingly.

4 . Consultant shall comply with the following provisions, which are incorporated into this Agreement by reference: (a) the statutory provisions contained in Chapter 1 of Title 23 of the United States Code; and (b) the reporting requirements, terms and conditions set forth in Sections 1201 and 1512 of the Recovery Act, and as designated by the State of California. Consultant’s failure to comply with these provisions will result in retentions from progress payments due and/or other sanctions.

Appendix A (On Call Design Professional Services)

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Contra Costa County Project Name: On-Call PM Standard Form (Appendix A to CSA) On Call Design Prof. Services Project No.: Various

Appendix A to Consulting Services Agreement

Scope of Services

1. OVERVIEW AND GENERAL REQUIREMENTS

A. Agency is involved in the review, design, construction, and maintenance of various public works of improvement throughout Contra Costa County. Projects range from simple maintenance-related projects, such as slurry sealing existing road pavements, to more complex capital road, airport, and flood control channel improvement projects. In executing these projects, Agency, at times, requires additional temporary services from persons specially trained, experienced, expert and competent to perform design professional services, including engineering, architectural, landscape architectural, and land surveying services. For that reason, Agency is entering into this Agreement with Consultant. Under this Agreement, Consultant will provide design professional services on an “on call” basis in support of a variety of road, airport and flood control projects throughout Contra Costa County. Examples of typical Agency projects and typical Consultant services covered by this Agreement are listed in Paragraphs 3 and 4 below.

B. As provided in Section 26 of this Agreement, Project Personnel, subconsultants retained by Consultant must be authorized in advance, in writing, by Agency’s Department Head. Consultant shall direct the tasks and activities of its authorized subconsultants and ensure that the tasks, activities and/or products required by this Agreement are completed in a timely manner and in accordance with the applicable standard of care for the given subconsultant. Notwithstanding the authorization for work to be performed by a particular subconsultant, Consultant is solely responsible for the performance of all services and delivery of all products under this Agreement.

C. Work shown or specified in reports, drawings, and specifications must comply with all requirements of the Contra Costa County Ordinance Code, all applicable State and Federal codes and regulations, and all applicable requirements of the local fire district and utility companies or districts having jurisdiction over the project or area in which the project is located.

2. TASK ORDER PROCEDURES

A. TASK ORDERS

During the term of this Agreement, when Agency has a need for Consultant to provide design professional services, Agency will forward a proposed Task Order to Consultant. Within the timeframe requested by Agency, Consultant will provide Agency with a cost proposal for the services and deliverables specified in the Task Order, including a written estimate of the number of hours per staff person, any anticipated reimbursable expenses, and total dollar amount. Once Agency and Consultant agree to a cost breakdown and commencement date for the services and deliverables identified in the Task Order (with a payment limit for the Task Order that does not cause the total payments under this Agreement to exceed the Payment Limit set forth in Section 4 of this Agreement, Payment Limit), Consultant and Agency (through its Department Head) will execute the final version of the Task Order.

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Contra Costa County Project Name: On-Call PM Standard Form (Appendix A to CSA) On Call Design Prof. Services Project No.: Various

B. AUTHORIZED REPRESENTATIVES

During the term of this Agreement, the Department Head, on behalf of Agency, and the individuals listed below, on behalf of Consultant, are authorized to execute Task Orders under this Agreement. Consultant may change the individuals authorized to execute Task Orders upon thirty (30) days advance written notice to Agency.

FOR CONSULTANT:

Note: A Task Order is of no force or effect until it is signed by the Department Head. Consultant shall not commence work, and no expenditures are authorized, until the Department Head has executed a Task Order for the particular task and products at issue. Notwithstanding anything to the contrary, the Department Head is not authorized to execute a Task Order that causes the total payments under this Agreement to exceed the Payment Limit set forth in Section 4.

Payment Limit of this Agreement.

3. TYPICAL AGENCY PROJECTS

During the term of this Agreement, Agency may call upon Consultant to provide services under this Agreement for the types of projects listed below. The actual project on which Consultant will work will be specified in a separate Task Order.

• New buildings

• Remodel of existing buildings

• Renovations of existing buildings

• Tenant improvements to shell completed buildings

• Landscaping

• Park improvements

• [Reserved]

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Contra Costa County Project Name: On-Call PM Standard Form (Appendix A to CSA) On Call Design Prof. Services Project No.: Various

4. TYPICAL CONSULTANT SERVICES

During the term of this Agreement, Consultant will perform, at Agency’s written request, the following types of services as further specified by Task Order:

• Develop, plan, manage, and execute projects including building and facility construction and remodel projects within an approved budget;

• Oversee private sector consultants and contractors in the preparation of plans, designs, specifications, construction documents, permits, building evaluation reports, and cost estimates for building projects;

• As the County representative for assigned projects, ensure that contractual obligations, ordinances, building codes, safety procedures, and policies related to buildings and grounds projects are met;

• Monitor and report on the budgets, schedules, and status of projects including any potential problems to the County;

• Confer with officials, contractors, and others involved in County capital projects;

• Assist in setting project budgets and schedules and responsible for monitoring, managing, and meeting approved budgets and schedules;

• Participate in selection of contractors;

• Conduct feasibility studies and research to determine project requirements, space needs, options, and cost estimates and makes recommendations to the County;

• Prepare and process documents necessary for applicable notices, permits, and approvals;

• Prepare bid packages, attend bidding conferences, and administer appeals;

• Ensure that change orders, payment requests, punch lists, and reports are handled according to County procedures;

• Maintain drawings, records, and other project related materials;

• Recommend acceptance of assigned projects as being complete;

• Assure that as-built data is properly recorded, operation and maintenance data is distributed, and that projects are properly closed out at completion; and

• Make presentations on projects to the Board of Supervisors, City Councils, and other official bodies.

• [Reserved]

5. PERFORMANCE STANDARDS

Consultant shall perform services in compliance with the following performance standards:

The latest editions of design standards and local, state, and federal laws, ordinances, regulations, and codes related to design, construction and remodeling of buildings/facilities, including without limitation, Americans with Disabilities Act (ADA), American Institute of Steel Construction design standards, California Building Code, Agency design standards, and any additional standards referenced in the Task Order.

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Contra Costa County Project Name: On-Call PM Standard Form (Appendix A to CSA) On Call Design Prof. Services Project No.: Various

6. PAYMENT DEMANDS

Consultant shall submit a written demand or invoice for the services provided under each Task Order either (i) upon completion of the services described in the Task Order if the services take less than one month to complete; or (ii) monthly, if the services under a Task Order take more than one month to complete. In each case, Consultant shall describe the work performed and list, for each item of services, the employee categories, hours and rates (consistent with the rates shown on Appendix B). All payment demands and payments hereunder are subject to Section 11 of this Agreement, Payment.

7. NON-EXCLUSIVE AGREEMENT

Consultant acknowledges that this Agreement is not exclusive and that Agency may, at any and all times during the term of this Agreement, obtain civil engineering and other types of services from any appropriate source.

8. TIME

Consultant understands and agrees that time is of the essence in this Agreement. Consultant shall perform the services authorized under each Task Order expeditiously and with adequate forces and shall complete the services within the time specified in each Task Order.

Task Order

(On Call Civil Engineering Services)

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Contra Costa County Project Name: On-Call PM

Standard Form (Task Order)

On-Call Civil Engineering Services Project No.: Various

Consulting Services Agreement

Task Order

(On Call Architectural, Engineering, or Land Surveying Services)

Pursuant to Paragraph 2 of Appendix A (Scope of Services) to that certain Consulting Services Agreement entered into as of , 20 , between Agency and Consultant, and subject to all of the terms and conditions of the Consulting Services Agreement, Agency and Consultant agree as follows:

TASK ORDER NUMBER:

PROJECT NAME, NUMBER, LOCATION:

CONSULTANT’S NAME:

TASK/DELIVERABLES DESCRIPTION:

DETAILED SCOPE OF SERVICES:

COMMENCEMENT DATE FOR SERVICES:

SCHEDULE FOR SERVICES AND DELVERABLES:

DEADLINE FOR COMPLETION OF TASK SERVICES AND DELIVERABLES:

PAYMENT LIMIT: $

AGENCY

By: ______________________________

Department Head

Date:______________________________

CONSULTANT

By: ___________________________

Authorized Representative

Date: __________________________

Appendix B

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Contra Costa County Project Name: On-Call PM

Standard Form (Appendix B to CSA)

Revised 2011 Project No.: Various

Appendix B to Consulting Services Agreement

Payment Provisions, Project Personnel and Billing Rates

I. PAYMENT PROVISIONS

A. Payment for services will not exceed the billing rates set forth in this Appendix B and will be based on the actual hours worked (by Consultant and authorized subconsultants) and actual approved Other Direct Costs (described below) subject to the Payment Limit specified in Section 4 of this Agreement, Payment Limit. In addition, payments for services (including payments to Consultant for authorized subconsultants) and Other Direct Costs will not exceed the following amounts for each phase or period indicated below unless approved in advance in writing by the

Department Head:

1. : $ ( % of…