Washington_Street_Histioric_Courthouse_Remodel_Project_Sample_Agreement.pdf

Professional Services Agreement

2022-003

Washington Street Historic Courthouse Remodel Project

County of Tuolumne

Tuolumne County

2 S. Green St.

Sonora, CA 95370

Tuolumne County

Professional Services Agreement

Washington Street Courthouse Remodel Project

I. AGREEMENT FOR PROFESSIONAL SERVICES

II. TERM

III. SERVICES…………………………………………………………………………

IV. COMPENSATION

V. INSURANCE

VI. HOLDHARMLESS/INDEMNIFICATION

VII. INDEPENDENT CONTRACTOR

VIII. ASSIGNMENT

IX. NOTICE

X. COMPLIANCE

XI. PUBLIC RECORDS ACT

XII. ENTIRE AGREEMENT AND MODIFICATION

XIII. ENFORCEABILITY AND SEVERABILITY

XIV. TERMINATION AND RIGHTS UPON TERMINATION

XV. NO WAIVER

XVI. DISPUTES

XVII. CAPTIONS

XVIII. NUMBER AND GENDER

XIX. MANDATORY AND PERMISSIVE

XX. SUCCESSORS AND ASSIGNS

XXI. COUNTERPARTS/ELECTRONIC, FAX, & PDF SIGNATURES

XXII. OTHER DOCUMENTS

XXIII. CONTROLLING LAW

XXIV. AUTHORITY

XXV. NEGOTIATED AGREEMENT

XXVI. NO RELIANCE ON REPRESENTATIONS

XXVII. WARRANTY

XXVILL.AVAILABILITY

Attachments:

A - Exhibit A Scope of Work

B - Exhibit B Cost Proposal

Professional Services Agreement #2022- Title: Washington Street Historic Courthouse Remodel Project

1. AGREEMENT FOR PROFESSIONAL SERVICES

Washington Street Historic Courthouse Remodel Project

THIS AGREEMENT (“Agreement”) is made and entered into this ____ day of November 2022, by and between the County of Tuolumne, a political subdivision of the State of California, (“County”), and ___________________ a California Corporation, (“Consultant”), pursuant to the following terms and conditions.

W I T N E S S E T H:

2. TERM

2.1. Duration

The term of this Agreement shall commence on the date first hereinabove written and shall continue until all authorized work is approved by the County or by ________________, whichever is earlier.

2.2. Optional renewals

This Agreement may be extended for one (1) one (1) year term by written amendment signed by both parties.

3. SERVICES

Consultant shall perform design work related to the remodel of the Washington Street Historic

Courthouse. This work includes the provision of plans and specifications, bidding and construction assistance and post construction as built/record drawings as described in further detail in Exhibit A, “Scope of Work,” which is attached hereto and incorporated herein by reference. Consultant shall provide all staffing and materials necessary to perform the Scope of

Work.

4. COMPENSATION

4.1. Cost

Consultant shall be compensated for services performed in an amount not to exceed one

_______________________________________dollars ($___________). The Consultant’s hourly rates are listed in Exhibit B, “Cost Proposal.” The County shall pay Consultant within thirty (30) days of receipt of an approved invoice. In the event payments equal the “not to exceed” amount, Consultant shall complete all services required under this Agreement without further compensation or cost reimbursement.

5. INSURANCE

A. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO

CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Umbrella or Excess policies are acceptable where the need for higher liability limits is noted in the agreement and shall provide liability coverages that at least follows form over the underlying insurance requirements where necessary for Commercial

General Liability, Commercial Automobile Liability, and Employers’ Liability.

3. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if

Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

4. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

5. Professional Liability (Errors and Omissions): Insurance appropriates to the

Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

6. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.

B. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status. The County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;

and CG 20 37 if a later edition is used).

2. Primary Coverage. For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the County.

4. Waiver of Subrogation. Consultant hereby grants to County a waiver of any right to subrogation which any insurer of said Consultant may acquire against the County by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the County. The County may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or County.

6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the County.

7. Verification of Coverage. Consultant shall furnish the County with original

Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to County before work begins, with confidential content redacted.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

8. Special Risks or Circumstances. County reserves the right, upon mutual agreement, to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

9. Failure to Comply: Upon failure to comply with any of these insurance requirements, this Agreement may be forthwith declared suspended or terminated. Failure to obtain and/or maintain any required insurance shall not relieve any liability under this

Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the indemnification obligations.

10. Claims Made Policies. If any of the required policies provide claims-made coverage:

a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

c. If coverage is canceled or non-renewed, and not replaced with another claims made policy form with a Retroactive Date prior to the contract effective date, the

Consultant must purchase "extended reporting" coverage for a minimum of five

(5) years after completion of work.

6. HOLD HARMLESS/INDEMNIFICATION

Pursuant to the full language of California Civil Code §2782.8, Consultant agrees to indemnify, including the cost to defend, County and its officers, officials, employees and volunteers from and against any and all claims, demands, costs, or liability that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the County; and does not apply to any passive negligence of the County unless caused at least in part by the

Consultant. The County agrees that in no event shall the cost to defend charged to the Consultant exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

If such indemnification becomes necessary, the County Counsel for the County shall have the right and discretion to approve or disapprove of any and all counsel employed to defend the

County. This indemnification clause shall survive the termination or expiration of this

Agreement.”

7. INDEPENDENT CONTRACTOR

It is understood that Consultant, in the performance of the services agreed to be performed, shall act as and be an independent Consultant and shall not act as an agent or employee of the County.

Consultant shall obtain no rights to retirement benefits or other benefits which accrue to

County’s employees, and Consultant hereby expressly waives any claim it may have to any such rights. All employees, agents, contractors, subcontractors hired or retained by the Consultant are performing in that capacity for and on behalf of the Consultant and not the County. The County shall not be obligated in any way to pay any wage claims or other claims made against the

Consultant by any such employee, agent, Consultant or subcontractor, or any other person resulting from the performance of this Agreement.

8. ASSIGNMENT

This Agreement is for the professional services of the Consultant, and it shall not assign, subcontract, or sublet any part of this Agreement without the express prior written consent of

County. Any assignment without the express prior written consent of the County is VOID.

9. NOTICE

Any and all notices, reports, or other communications to be given to County or Contractor shall be given to the persons representing the respective parties at the following addresses:

A. Consultant

Address

COUNTY:

County-Eric Erhardt Assistant County of Administrator

Address-2 South Green Street, Sonora, CA 05370

Email- eerhardt@co.tuolumne.ca.us

10. COMPLIANCE

Consultant shall comply with all federal, state, and local laws, codes, ordinance, and regulations applicable to Consultant’s performance under this Agreement, including, but not limited to, laws related to prevailing wages. Specifically, Consultant shall not engage in unlawful employment discrimination, including, but not limited to, discrimination based upon a person’s race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation, as prohibited by state or federal law.

11. PUBLIC RECORDS ACT

Consultant is aware that this Agreement and any documents provided to the County may be subject to the California Public Records Act and may be disclosed to members of the public upon request. It is the responsibility of the Consultant to clearly identify information in those documents that it considers to be confidential under the California Public Records Act. To the extent that the County agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

12. ENTIRE AGREEMENT AND MODIFICATION

This Agreement contains the entire agreement of the parties relating to the subject matter of this

Agreement and supersedes all prior agreements and representations with respect to the subject matter hereof. This Agreement may only be modified by a written amendment hereto, executed by both parties, however, matters concerning the scope of services which do not affect the agreed price may be modified by mutual written consent of the Consultant and the Tracie Riggs. If there mailto:eerhardt@co.tuolumne.ca.us are exhibits attached hereto, and a conflict exists between the terms of this Agreement and any exhibit, the terms of this Agreement shall control.

13. ENFORCEABILITY AND SEVERABILITY

The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

14. TERMINATION AND RIGHTS UPON TERMINATION

A. This Agreement may be terminated upon mutual written consent of the parties, or as a remedy available at law or in equity. In the event of the termination of this Agreement, Consultant shall immediately be paid all fees earned as of the effective date of termination.

B. Either party may terminate this Agreement for convenience upon thirty (30) calendar days’ written notice to the other party. Upon termination for convenience, Consultant shall be entitled to compensation for services performed acceptably up to the effective date of termination, as set forth in Exhibit B.

C. Should Consultant default in the performance of this Agreement or materially breach any of its provisions, County, at its option, may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice.

For the purposes of this subsection, default or material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services in a timely manner, willful destruction of County property, dishonesty, or theft.

D. If County terminates this Agreement for default or material breach, then Consultant shall be liable for any reasonable costs in excess of the Agreement amount incurred by County in order to complete Exhibit A, “Scope of Work.” In addition, Consultant understands and agrees that County may, in County’s sole discretion, refuse to pay Consultant for that portion of Consultant’s services which were performed by Consultant prior to the termination date, and which remain unacceptable to County as of the termination date.

15. NO WAIVER

The failure to exercise any right to enforce any remedy contained in this Agreement shall not operate as to be construed to be a waiver or relinquishment of the exercise of such right or remedy, or of any other right or remedy herein contained.

16. DISPUTES

Should it become necessary for a party to this Agreement to enforce any of the provisions hereof, the prevailing party in any claim or action shall be entitled to reimbursement for all expenses so incurred, including reasonable attorney’s fees.

It is agreed by the parties hereto that unless otherwise expressly waived by them, any action brought to enforce any of the provisions hereof or for declaratory relief hereunder shall be filed and remain in a court of competent jurisdiction in the County of Tuolumne, State of California.

17. CAPTIONS

The captions of this Agreement are for convenience in reference only and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction or meaning of the provisions of this Agreement.

18. NUMBER AND GENDER

In this Agreement, the neutral gender includes the feminine and masculine, the singular includes the plural, and the word “person” includes corporations, partnerships, firms, or associations, wherever the context so requires.

19. MANDATORY AND PERMISSIVE

“Shall” is mandatory. “May” is permissive.

20. SUCCESSORS AND ASSIGNS

All representations, covenants and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors, and assigns.

21. COUNTERPARTS/ELECTRONIC, FAX, & PDF SIGNATURES

This agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each Party of this agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ((“CUETA”) Cal. Civ. Code §§ 1633.1 to

1633.17), for executing this agreement. The Parties further agree that the electronic signatures of the Parties included in this agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among Parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature and shall be reasonably relied upon by the Parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. Facsimile signatures or signatures transmitted via pdf document shall be treated as originals for all purposes.

22. OTHER DOCUMENTS

The parties agree that they shall cooperate in good faith to accomplish the object of this

Agreement and, to that end, agree to execute and deliver such other and further instruments and documents as may be necessary and convenient to the fulfillment of these purposes.

23. CONTROLLING LAW

The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of California.

24. AUTHORITY

Each party and each party’s signatory warrant and represent that each has full authority and capacity to enter into this Agreement in accordance with all requirements of law. The parties also warrant that any signed amendment or modification to the agreement shall comply with all requirements of law, including capacity and authority to amend or modify the Agreement.

25. NEGOTIATED AGREEMENT

This Agreement has been arrived at through negotiation between the parties. Neither party is to be deemed the party which prepared this Agreement within the meaning of California Civil Code section 1654. Each party represents and warrants that in executing this Agreement it does so with full knowledge of the rights and duties it may have with respect to the other party. Each party also warrants and represents that it has received independent legal advice from its attorney with respect to the matters set forth in this Agreement and the rights and duties arising out of this

Agreement, or that such party willingly foregoes any such consultation.

26. NO RELIANCE ON REPRESENTATIONS

Each party warrants and represents that it is not relying and has not relied upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to this Agreement, have been independently verified. Each party further understands that it is responsible for verifying the representations of law or fact provided by the other party.

27. WARRANTY

County has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant hereby warrants that all work shall be performed in accordance with generally accepted professional practices and standards as well as the requirement of applicable federal, state, and local laws, it being understood that acceptance of Consultant’s work by County shall not operate as a waiver or release.

28. FUNDING AVAILABILITY

It is mutually agreed that if the County budget of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this

Agreement shall be of no further forced and effect. In this event, the County shall have no liability to pay any funds whatsoever to Consultant or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this

Agreement. Consultants ’s assumption of risk of possible non-appropriations is part of the consideration for this Agreement. County budget decision are subject to the discretion of the

Board of Supervisors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Consultant

County of Tuolumne

Daniel Anaiah Kirk, Chair Board of Supervisors

Approved as to Legal Form:

Exhibit A

SCOPE OF WORK

Project Description

This project consists of the development of plans and specifications for the remodel of the

Washington Street Historic Courthouse located at 60 Washington Street, Sonora. The design will be based upon the floor plans developed during the feasibility phase of this project. These plans and specifications will then enable the County to go out to bid for the required work.

Services

The architectural services required for this project involves the typical project design, construction, and post construction components of work.

Design: The Architect will proceed through the typical design process involving the development of design development and final construction (bidding) documents. The

Architect will utilize the plans developed during the Feasibility phase of the project as the basis for design.

The County will require the submission of a construction cost estimate at the end of the design phase of this project. At the end of the bidding process, the Architect will be required to compile a conformed set of plans for this project.

Construction: The Architect will be asked to assist in the bidding process (e.g., participation at pre-bid conference and preparation of bid clarifications or addenda) and during project construction (e.g., site inspections, submittal approvals, change order reviews, payment reviews, etc.). The Architect will be required to work closely with the County’s Construction

Manager throughout the construction phase. The Architect’s firm or sub-consultant firms implementing these services will not be allowed to bid on the construction of the Washington

Street Courthouse.

Post Construction: Preparation of as built/record drawings.

The following time frames are based on our understanding of the project and our understanding of agency review timelines and process:

Phase Design Time Frame

• Design and Construction Documents Months

• Agency Review and Approval Months

• Bidding and Award Months

• Construction Administration Months

Exhibit B

COST PROPOSAL

Task Cost

Hourly Rates

Position Title Hourly Rate