Master_Service_Agreement_-_Consulting_Services_-_4-8-25.pdf

MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT

ON-GOING AGREEMENT FOR CONSULTANT SERVICES (REV. 06-2024)

CONSULTANT NAME

RFP #2025-150 – EXHIBIT A

AGREEMENT FOR ON-GOING PROFESSIONAL CONSULTING SERVICES

This Agreement for On-Going Professional Consulting Services (“Agreement”) is entered into this ___ day of _______, 20____ by and between MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT, a California Community College District (“District”) and ____________________. (“CONSULTANT”); the District and the CONSULTANT are collectively referred to herein as “the Parties.” This Agreement is entered into with reference to the following Recitals, all of which are incorporated herein by this reference.

R E C I T A L S

WHEREAS, from time-to-time, the District is engaged in the design, bidding and construction of works of improvement consisting generally of the demolition, construction and/or alteration of new and existing physical facilities at the District’s Mt. San Antonio College campus; these works of improvement are hereinafter collectively referred to as “the Projects” and singularly referred to as “an Assigned Project”.

WHEREAS, in connection with the Projects, on or about March 2025, the District issued a Request for Qualifications ("the RFQUAL") pursuant to which the District requested responses from Consultants to provide professional and related services for the Projects; by this reference, the RFQUAL is incorporated herein.

WHEREAS, the CONSULTANT submitted a written response dated ________, 2025 to the RFQUAL ("the RFQUAL Response"); by this reference, the RFQUAL Response is incorporated herein.

WHEREAS, the Projects require the preparation of Professional Documents.

WHEREAS, applicable law, rule or regulation requires the oversight of some portions or all of the construction of the Projects by a California licensed Consultant.

WHEREAS, the District desires to retain CONSULTANT to provide and perform Consulting and related services in connection with the design, bidding, and construction of the Projects assigned by the District to the CONSULTANT under this Agreement; the specific terms and conditions for an Assigned Project will be as set forth in the Project Assignment in substantially the form attached hereto as Exhibit A – Project Assignment and its Attachment A – List of Requirements & Deliverables.

WHEREAS, CONSULTANT is duly licensed as a Consultant under the laws of the State of California and is qualified and capable of providing and performing the services and its other obligations under this Agreement in accordance with the terms hereof.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the District and CONSULTANT agree as follows:

AGREEMENT

1 BASIC SERVICES.

1.1 Scope. CONSULTANT shall provide Basic Services and authorized Additional Services for an Assigned Project, as more particularly enumerated in this Agreement and in the Project Assignment for the Assigned Project. All Basic Services and authorized Additional Services for an Assigned Project shall be performed and completed by employees of the CONSULTANT and the CONSULTANT’s Sub-Consultants. Consultant’s services hereunder shall be performed or provided consistent with the Basic Services Completion Schedule set forth in a Project

CONSULTANT NAME

Assignment and with professional skill and care and in such a manner as to avoid hindrance, interruption or delay to the orderly progress and completion of the design, bidding and construction of the Assigned Projects. The scope of Basic Services to be provided by the CONSULTANT in connection with an Assigned Project shall be in accordance with the Project Assignment issued by the District for an Assigned Project; the form of Project Assignment is attached hereto as Exhibit A, inclusive of Attachment A – List of Requirements & Deliverables, and incorporated herein by this reference.

1.2 Project Construction Budget. If a Project Construction Budget is established for an Assigned

Project, the CONSULTANT shall design the Project Plans within the Project Construction Budget and the value of the Construction Cost Estimate for the design work shall not exceed 95 percent of the Project Construction Budget without prior written authorization of the District;

where an estimate exceeds such limit without the District’s authorization, CONSULTANT shall redesign the Project Plans to stay within the Project Construction Budget at no additional cost to the District. All Construction Cost Estimates prepared by the CONSULTANT for the Project shall include hard construction costs, and contractor’s overhead and profit, and design contingencies within the specified Project Construction Budget.

1.3 Pre-Approval of Consultant’s Sub-Consultants. Prior to the execution of each Project

Assignment, the CONSULTANT shall submit, for written approval by the District, the names of the consultant firms proposed for the Project and shall identify the principals of the proposed consultant firms who will be assigned to the Project. The District shall have the discretion to accept or reject any firm proposed. If a firm is rejected, the CONSULTANT shall propose an alternate firm acceptable to the District. Nothing in this Agreement shall create any contractual relation between the District and any consultant employed by the CONSULTANT.

2 CONSULTANT COMPENSATION.

2.1 Contract Price. For each Assigned Project, the District will pay the Contract Price set forth in the Project Assignment for the Assigned Project. Unless otherwise expressly provided in the Project Assignment for an Assigned Project, the Contract Price for an Assigned Project includes without limitation the CONSULTANT’s fee, Sub-Consultants’ fees, personnel expense of the CONSULTANT and Sub-Consultants inclusive of all benefits and burdens, incidental expenses for telephone, postage, delivery, office supplies, reproduction of plans and prints, photographic film and development, travel for the personnel of the CONSULTANT and Sub-Consultants to and from their respective offices and the District as well as travel within the counties of Los Angeles, Orange, Riverside and San Bernardino, insurance and all other administrative or overhead costs associated with or arising out of performance of the Basic Services designated in the Project Assignment for an Assigned Project. If a Budget is established in the Project Assignment for an Assigned Project, the aggregate amount paid by the District for the Basic Services for the Assigned Project shall not exceed the amount of the Budget.

2.2 Construction Phase Changes; Adjustment of Contract Price. The Contract Price for the

Basic Services for an Assigned Project is not subject to adjustment unless there are Changes authorized by the District during the Construction Phase of an Assigned Project which are not the result of errors, omissions or other defects in the Design Documents or failures of the CONSULTANT or Sub-Consultants to timely and completely perform the Basic Services for the Assigned Project. If services of the CONSULTANT or Sub-Consultants are required in connection with Changes during the Construction Phase of an Assigned Project which do not result from errors, omissions or other defects in the Design Documents or failures of the CONSULTANT or Sub-Consultants to timely and completely perform the Basic Services for an Assigned Project, the Contract Price for an Assigned Project will be adjusted by an amount equal to or lesser of ten percent (10%) of the Construction Costs of such Changes or the time of the CONSULTANT or Sub-Consultants reasonably necessary to complete design and related services for such Changes, multiplied by the applicable hourly rate(s) set forth in the Rate Schedule for the Assigned Project. If a Change during the Construction Phase of an Assigned

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Project is the result of errors, omissions or other defects in the Design Documents or failures of the CONSULTANT or Sub-Consultants to timely and completely perform the Basic Services, services required of the CONSULTANT or its Sub-Consultants in connection with such Change shall not result in adjustment of the Contract Price for the Assigned Project.

2.3 Reimbursable Expenses. The Contract Price for Consultant’s Basic Services for an

Assigned Project includes all costs and expenses of a non-capital nature reasonably and necessarily incurred by CONSULTANT to perform the Basic Services as specified in Article 2.1 above. Unless expressly authorized in advance by the District, no payment will be made by the District for expenses or costs of any kind, type or nature; payments by the District for authorized expenses shall be stated in the CONSULTANT’S proposal.

2.4 Additional Services. If the District authorizes or directs the CONSULTANT to perform or provide Additional Services described generally in Article 3 of the Conditions to this Agreement in connection with an Assigned Project, CONSULTANT shall be compensated for such Additional Services in accordance with Paragraph 3.4 of the Conditions of Agreement. Where fees for CONSULTANT’s personnel are authorized, such fees shall be in accordance with the schedule attached to the Project Assignment for the Assigned Project (“the Rate Schedule”).

2.5 District Payments.

2.5.1 Allocation of Contract Price. The District’s payment of the Contract Price for Basic Services for an Assigned Project shall be allocated amongst the various Phases of the Basic Services for an Assigned Project as set forth in the Project Assignment for an Assigned Project.

2.5.2 CONSULTANT Billings to District. During the course of providing Basic Services for an Assigned Project, CONSULTANT shall submit monthly billing invoices to the District for payment of the Contract Price for Basic Services, authorized Additional Services, and/or authorized Reimbursable Expenses performed or incurred in the immediately prior month. CONSULTANT’s billings shall be in such form and format as may be reasonably requested by District. If the Contract Price is based on a percentage of the Construction Contract Amount, until such time as that amount is established by bid and award of the construction contract, CONSULTANT’s billings for Basic Services shall be based upon the amount of the District’s Project Construction Budget.

2.5.3 District Payments to CONSULTANT. Within thirty (30) days of receipt of CONSULTANT’s billing invoices, District will make payment to CONSULTANT of undisputed amounts of the Contract Price due for Basic Services, authorized Additional Services, and/or authorized Reimbursable Expenses. No deductions shall be made or withheld from payments due CONSULTANT hereunder on account of any penalty, assessment, liquidated damages or other amounts withheld by the District from payment to the Contractor engaged by the District for construction of an Assigned Project. The District may, however, withhold or deduct from amounts otherwise due CONSULTANT hereunder if CONSULTANT shall fail to timely and completely perform material obligations to be performed on its part under this Agreement, with the amounts withheld or deducted being released after CONSULTANT has fully cured such failure of performance, less costs, damages or losses sustained by the District resulting therefrom. Notwithstanding any provision of this Agreement to the contrary, if the District shall, in good faith, dispute the amount due CONSULTANT under any billing invoice rendered by CONSULTANT under this Agreement, pursuant to Civil Code §3320(a), the District may withhold from payment to the CONSULTANT an amount not to exceed one hundred and fifty percent (150%) of the disputed amount.

3 TERM; TIME

3.1 Initial Term. The term of this Agreement shall commence upon ratification by the District’s Board of Trustees and execution by CONSULTANT and District in accordance with Paragraph

5.3 hereof. This Agreement shall terminate one (1) year thereafter (“Termination Date”). In the

CONSULTANT NAME

event that an Assigned Project is not completed or the District shall not have issued Final Payment to the Contractor as of the Termination date through no fault or neglect of CONSULTANT, the Termination Date shall be extended. In such event, Basic Services provided by CONSULTANT following the Termination Date shall be in accordance with the Rate Schedule for the Assign Projects or as may be negotiated by the Parties.

Notwithstanding expiration of the Initial Term, if at such time, there are remaining Basic Services or authorized Additional Services to be performed by the CONSULTANT in connection with an Assigned Project under a Project Assignment issued prior to expiration of this Agreement, the CONSULTANT shall continue to diligently perform and complete all such remaining Basic Services or authorized Additional Services for the Assigned Project; notwithstanding expiration of this Agreement, the District will continue to make payment for the Basic Services and authorized Additional Services performed in connection with an Assigned Project after expiration of this Agreement in accordance with the terms of the Project Assignment.

3.2 Time. All of the Basic Services and authorized Additional Services set forth in the Project

Assignment for an Assigned Project shall be completed by the CONSULTANT in a prompt and diligent manner. If a schedule for completion of Basic Services in connection with an Assigned Project is agreed upon between the District and the CONSULTANT, the CONSULTANT’s performance and completion of Basic Services shall be in accordance with such schedule. The CONSULTANT shall be liable to the District for all costs, losses, damages or other liabilities arising out of the failure of the CONSULTANT to complete Basic Services for an Assigned Project in accordance with an agreed upon schedule, provided that the CONSULTANT’s liabilities hereunder shall not extend to costs, losses, damages or other liabilities caused by factors beyond the reasonable control of the CONSULTANT.

4 INSURANCE

4.1 CONSULTANT’s Insurance. Minimum coverage amounts for policies of insurance to be obtained and maintained by the CONSULTANT pursuant to Article 4 of the Conditions to this Agreement are:

Workers Compensation In accordance with applicable law Employers Liability $1,000,000 Commercial General Liability (including Bodily Injury or Death and Property Damage)

Per Occurrence $1,000,000 Aggregate $2,000,000

Automobile Liability - Bodily Injury or Death Per Occurrence $1,000,000 Aggregate $2,000,000

Professional Liability Per Occurrence $2,000,000 Aggregate $4,000,000

The foregoing notwithstanding, the minimum coverage amounts required for an Assigned Project may be modified as set forth in the Project Assignment for an Assigned Project.

4.2 CONSULTANT’s Sub-Consultants’ Insurance. Minimum coverage amounts for policies of insurance to be obtained and maintained by each of the CONSULTANT’s Design Consultants are:

Workers Compensation In accordance with applicable law Employers Liability $1,000,000 Commercial General Liability (including Bodily Injury or Death and Property Damage)

CONSULTANT NAME

Per Occurrence $1,000,000 Aggregate $2,000,000

Automobile Liability - Bodily Injury or Death Per Occurrence $1,000,000 Aggregate $2,000,000

Professional Liability $1,000,000

The foregoing notwithstanding, the minimum coverage amounts required for an Assigned Project may be modified as set forth in the Project Assignment for an Assigned Project.

5 MISCELLANEOUS

5.1 Governing Law; Interpretation. This Agreement shall be governed and interpreted in accordance with the laws of the State of California in accordance with its fair meaning and not strictly for or against the District or CONSULTANT.

5.2 Successors; Non-Assignability. This Agreement and all terms hereof are binding upon and inure to the benefit of the respective successors of CONSULTANT and the District.

Neither CONSULTANT nor District shall assign rights or obligations hereunder without the prior consent of the other, which consent may be withheld or granted in sole discretion of the Party requested to grant such consent.

5.3 Authority. The individual(s) executing this Agreement on behalf of CONSULTANT warrant and represent that she/he is authorized to execute this Agreement and bind CONSULTANT to all terms hereof. The individual(s) executing this Agreement on behalf of District warrant and represent that she/he his authorized to execute this Agreement and subject to approval and ratification by the District’s Board of Trustees, to bind District to all terms hereof and authority granted to enter into this Agreement.

5.4 Notices. Notices under this Agreement shall be addressed and delivered as follows:

If to District:

Attn: Vice President, Administrative Services Mt. San Antonio Community College District 1100 North Grand Avenue Walnut, CA 91789

If to CONSULTANT:

5.5 Entire Agreement. This Agreement, the RFP, the RFP Response, the accompanying

Conditions and the form of Project Assignment attached hereto as Exhibit A are all of the documents forming a part of the Agreement. In addition, all Project Assignments executed by the Parties during the Term of the Agreement are documents forming a part of the Agreement.

If there are conflicts or inconsistencies between the terms of this Agreement, the Conditions to this Agreement or a Project Assignment and any portion of the RFP Response, this Agreement, the Conditions to this Agreement and/or a Project Assignment shall prevail and govern over the RFP Response. The foregoing constitutes the entire agreement and understanding between the District and CONSULTANT concerning the subject matter hereof, replacing and superseding all prior agreements or negotiations, whether written or verbal. No term or condition of this

CONSULTANT NAME

Agreement shall be modified or amended except by writing executed by the District and

CONSULTANT.

IN WITNESS WHEREOF, the District and CONSULTANT have executed this Agreement as of the date set forth above.

“District” Mt. San Antonio Community College District

By: ________________________________

Name: _____________________________ Vice President, Administrative Services

“CONSULTANT”

[Consultant/Engineer Firm Name]

By: ________________________________

Name: _____________________________

Title: _______________________________