Contract_for_Services_(WSAFCA)_Boilerplate_(Revised_6.18.26).docx

CONTRACT FOR SERVICES

THIS CONTRACT is made on __________________, 20__, by and between the WEST SACRAMENTO AREA FLOOD CONTROL AGENCY (“WSAFCA”), and ____________________ (“Consultant”).

WITNESSETH:

WHEREAS, WSAFCA desires _____________________________________

WHEREAS, the Consultant has presented a proposal for such services to WSAFCA, dated___________, 20__, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in [Exhibit “A”] OR [the Scope of Work, attached hereto and incorporated herein by this reference as Exhibit “__”.] This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

[Note: The "Work Program" may already be incorporated in the proposal submitted by the consultant (attached as Exhibit “A” to the Contract.). If so, you may wish to delete the additional Work Program Exhibit. If the Work Program is not incorporated in Exhibit A, or if there is a subsequent Work Program, it should be attached as a separate exhibit. If you do use both Exhibit A and a new Work Program Exhibit, take care to be sure they are consistent or clearly state which controls in the case of conflict.]

Consultant enters into this Contract as an independent contractor and not as an employee of WSAFCA. The Consultant shall have no power or authority by this Contract to bind WSAFCA in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of WSAFCA. WSAFCA shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT

[Note: In order to ensure timely performance, and to relate payments to that performance, all contracts for services should include a specific and detailed schedule of performance. The schedule of performance should include, at a minimum, the beginning and ending dates of the contract.] A. The services of Consultant are to commence upon [execution of this Contract by] OR [receipt of written notice to proceed from] WSAFCA, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “__” and terminate on _______________.

[Note: While a Schedule or Performance is critical, the use of a notice to proceed is optional and depends upon the subject of the contract. If the notice is used, the schedule needs to be written to recognize it.]

B. WSAFCA may temporarily suspend this Contract, at no additional cost to WSAFCA, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If WSAFCA gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to WSAFCA for damages sustained by WSAFCA by virtue of any breach of this Contract by Consultant, and WSAFCA may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due WSAFCA from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, WSAFCA shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

B. [Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of WSAFCA.] OR FOR ARCHITECTURAL OR ENGINEERING DESIGN SERVICES ONLY [The reuse of any of the materials or documents described in Paragraph 7.A by WSAFCA on any other project without the written permission of the Consultant, shall be at WSAFCA's sole risk and WSAFCA agrees to defend, indemnify and hold harmless the Consultant from all claims, damages and expenses, including attorney's fees, arising out of such unauthorized reuse by WSAFCA or by others acting through WSAFCA. The Consultant is not responsible and liability is waived by WSAFCA as against the Consultant for use by WSAFCA or any other person of any data, reports, plans or drawings not signed by the Consultant.]

B. Consultant warrants to WSAFCA that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

FOR WORK SUBJECT TO PREVAILING WAGES [C. The work contemplated under this Contract is a public work for the purposes of Labor Code section 1720, and is subject to the payment of prevailing wages. Accordingly, Consultant shall comply with the provisions of Exhibit "___".]

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before WSAFCA on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of WSAFCA, is no longer employed by Consultant, or is replaced with the written approval of WSAFCA, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to WSAFCA for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, WSAFCA may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

[FOR DESIGN PROFESSIONAL SERVICES CONTRACTS (i.e. Architects and Engineers) DELETE THE ABOVE PARAGRAPH AND USE THE FOLLOWING TWO PARAGRAPHS INSTEAD]

[Consultant shall protect, hold free and harmless, defend and indemnify WSAFCA, its consultants, and each of their officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees and expenses of litigation arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees or anyone else employed by the Consultant in the performance of professional design services under this agreement, to the extent of the Consultant’s proportionate percentage of fault.

To the extent permitted by Civil Code section 2782.8, for all other claims unrelated to the provision of professional design services, the Consultant shall protect, hold free and harmless, defend and indemnify WSAFCA, its consultants, and each of their officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees and expenses of litigation, which arise out of or are in any way connected with the Consultant’s, or its subcontractors’ or suppliers’, performance under this agreement or failure to comply with any of the obligations contained in the agreement. This indemnity shall imply no reciprocal right of the Consultant in any action on the agreement pursuant to California Civil Code section 1717 or section 1717.5. To the fullest extent legally permissible, this indemnity, defense and hold harmless agreement by the Consultant shall apply to any and all acts or omissions unrelated to the provision of professional design services, whether active or passive, on the part of the Consultant or its agents, employees, representatives, or subcontractor’s agents, employees and representatives, resulting in claim or liability, irrespective of whether or not any acts or omissions of the parties to be indemnified hereunder may also have been a contributing factor to the liability, except such loss or damage which was caused by the active negligence, the sole negligence, or the willful misconduct of WSAFCA.]

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish WSAFCA with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to WSAFCA. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by WSAFCA as a material breach of this Contract. Approval of the insurance by WSAFCA shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance

a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations. The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.

b. Consultant shall provide a Waiver of Subrogation endorsement in favor of WSAFCA, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance

a. The insurance shall be provided on form CG0001, or its equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per occurrence and $2,000,000.00 general and products/completed operations aggregates.

b. The commercial general liability insurance shall also include the following:

i. Endorsement equivalent to CG 2010 0714 naming WSAFCA, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to WSAFCA, its officers, officials, employees or volunteers.

ii. Endorsement stating insurance provided to WSAFCA shall be primary as respects WSAFCA, its officers, officials, employees and any insurance or self-insurance maintained by WSAFCA, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.

iii. Provision or endorsement stating that 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.

3. Commercial Automobile Insurance

a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per accident.

b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section 16.B.2.b).

4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000.00 per claim.

C. In addition to any other remedy WSAFCA may have, if Consultant fails to maintain the insurance coverage as required in this Section, WSAFCA may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and WSAFCA may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to WSAFCA.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, WSAFCA.

F. The requirement as to types, limits, and WSAFCA’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

D. FOR LANDSCAPING CONTRACTS: This Contract is subject to SB1383 Environmental requirements and conditions outlined in Exhibit _.

E. Consultant shall maintain and make available for inspection by WSAFCA and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

WSAFCA:

Consultant:

K. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. By electronically signing this document in electronic form, Parties agree that this Agreement may be transmitted and signed electronically by all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California law and regulations, including but not limited to Civil Code Section 1633.7

WEST SACRAMENTO AREA FLOOD CONTROL AGENCY

ATTEST:

By: _______________________ Paul Dirksen, WSAFCA General Manager/Secretary

APPROVED AS TO FORM:

By: _______________________ Ralph Nevis, WSAFCA Attorney

CONSULTANT

Insert Contractors Name here Contract Number - Project Name Expires on MM/DD/YY

Insert Contractors Name here Contract Number - Project Name Expires on MM/DD/YY

4/8/25

EXHIBIT A

Consultant Proposal/Scope of Work

EXHIBIT B

Schedule of Performance

EXHIBIT C

Schedule of Fees

EXHIBIT __

CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700

[Labor Code § 1861]

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 before commencing the performance of the work of this contract.

CONSULTANTS

EXHIBIT __

LABOR COMPLIANCE

3. Labor Discrimination Attention is directed to Section 1735 of the Labor Code, which reads as follows:

“No discrimination shall be made in the employment of persons upon public works because of their race, color, national origin or ancestry, physical handicap, mental condition, marital status, or sex of such person, except as provided in Section 12940 of the Government Code, and every General Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter.”

4 Eight-Hour Day Limitation

(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, incorporated herein by reference, eight hours labor shall constitute a day's work, and no worker in the employ of Consultant, or any Subcontractor, doing or contracting to do any part of the work contemplated by the Contract, shall be required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of those provisions; provided that subject to Labor Code Section 1815, a worker may perform work in excess of either eight (8) hours per day or forty (40) hours during any one week upon compensation for all hours worked in excess of eight (8) hours per day or forty (40) hours during any one week at not less than one and one-half times the basic rate of pay.

(b) The Consultant and each Subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by them in connection with the Contract. This record shall be open at all reasonable hours to the inspection of WSAFCA. It is hereby further agreed that, except as provided in (a) above, the Consultant shall forfeit as a penalty to WSAFCA the sum of twenty-five dollars ($25) for each worker employed in the performance of the Contract by the Consultant or by any of its Subcontractors for each calendar day during which such worker is required or permitted to labor more than eight (8) hours in and one calendar day and forty (40) hours in any one calendar week in violation of Sections 1810 through 1815.

5. Compliance with State Requirements for Employment of Apprentices

(a) The Consultant's attention is directed to Section 1777.5 of the Labor Code. Provisions of said Section pertaining to employment of registered apprentices are hereby incorporated by reference into this Contract. As applicable, the Consultant or any Subcontractor employed by the Consultant in the performance of this Contract shall take such actions as necessary to comply with the provisions of Section 1777.5.

Consultant Questionnaire Definition of a Consultant is found in Section 18702 of Regulations of the Fair Political Practices Commission, Title 2, division 6 of the California Code of Regulations.

Consultants, as defined by Section 18701, are required to file an Economic Interest Statement (Form 700) within 30 days of signing a Consultant Agreement with WSAFCA, on an annual basis thereafter if the contract is still in place, and within 30 days of completion of the contract.

Company Name_______________________________________________ __________________________ (Agreement Date) Name of Consultant*_______________________________________________________________________ (First Name) (Middle Initial) (Last Name) Company address_____________________________________________ Phone_____________________

City, State, Zip____________________________________________________________________________

Contracting City Dept.______________________________________________________________________

Estimated Date of Project Completion__________________________________________________________

A. Will consultant make governmental decision whether to

authorization or entitlement?

4. Authorize the agency to enter into, modify, or renew a Yes □ No □ contract provided it is the type of contract which requires agency approval?

5. Grant agency approval to a contract which requires Yes □ No □ agency approval and in which the agency is a party or to the specifications for such a contract?

6. Grant agency approval to a plan, design, report, Yes □ No □ study, or similar item?

7. Adopt, or grant agency approval of, policies, standards, Yes □ No □ or guidelines for the agency, or for any subdivision thereof?

B. Will the consultant serve in a staff capacity with WSAFCA and in Yes □ No □ that capacity perform the same or substantially all the same duties for WSAFCA that would otherwise be performed by an individual holding a position specified in WSAFCA’s Conflict of Interest Code?

Will consultant manage public investments? Yes □ No □ Name of Person Completing Questionnaire Date *If other individuals will be working on the contract, a form should be completed for each person to determine filing obligatio