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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the day of October, 2021 , by and between the CITY OF FRESNO, a California m unicipal corporation (hereinafter referred to as "CITY"), and SWCA, Incorporated dba SWCA, Environmental Consultants, an Arizona Corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, CITY desires to obtain professional engineering services for the Ashlan Avenue Widening Project, hereinafter referred to as the “Project;” and WHEREAS, CONSULTANT is engaged in the bus iness of furnishing services as a Environmental Consultant and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, CONSULTANT acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for CITY by its Public Works Director (hereinafter referred to as "Director") or his/her designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. CONSULTANT shall perform to the satisfaction of CITY the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or October 31, 2022, subject to any earlier termination in accordance with this Agreement. The services of CONSULTANT as described in Exhibit A are to commence upon CITY’S issuance of a written “Notice to Proceed.” Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within th ree hundred sixty-five (365) consecutive calendar days from such authorization to proceed.
3. Compensation.
(a) CONSULTANT’S sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee of Fifty-Eight Thousand Nine Hundred Eight Dollars ($58,908), and a contingency amount not to exceed Ten Thousand Dollars ($10,000) for any additional work rendered pursuant to Subsection (c) below and authorized in writing by the Director. Such fees include all expenses incurred by CONSULTANT in performance of such services.
(b) Detailed statements shall be rendered monthly and will be payable in the normal course of CITY business.
6th
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(c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to CONSULTANT’S compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. CONSULTANT shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies and Force Majeure.
(a) This Agreement shall terminate without any liability of CITY to CONSULTANT upon the earlier of: (i) CONSULTANT’S filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against CONSULTANT; (ii) 7 calendar days prior written notice with or without cause by CITY to CONSULTANT; (iii) CITY’S non-appropriation of funds sufficient to meet its obligations hereunder during any CITY fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, CONSULTANT shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) re turn to CITY any and all unearned payments and all properties and materials in the possession of CONSULTANT that are owned by CITY. Subject to the terms of this Agreement, CONSULTANT shall be paid compensation for services satisfactorily performed prior to the effective dat e of termination. CONSULTANT shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of CONSULTANT to satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold an amount that would otherwise be payable as an offset to, but not in excess of, CITY’S damages caused by such failure. In no event shall any payment by CITY pursuant to this Agreement constitute a waiver by CITY of any breach of this Agreement which ma y then exist on the part of CONSULTANT, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach.
(d) Upon any breach of this Agr eement by CONSULTANT, CITY may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that CITY improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.
(e) CONSULTANT shall provide CITY with adequate written assurances of future performance, upon Director’s request, in the event CONSULTANT fails to comply with any terms or conditions of this Agreement.
(f) CONSULTANT shall be liable for def ault unless nonperformance is caused by an occurrence beyond the reasonable control of CONSULTANT and without its fault or negligence such as, acts of God or the public enemy, acts of CITY in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. CONSULTANT shall notify Direct or in writing as soon as it is reasonably
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possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director of the cessation of such occurrence.
(g) Any notice of termination sent to Consultant shall include the reason(s) for such termination or state that it is without cause.
5. Confidential Information, Ownership of Documents and Copyright License.
(a) Any reports, information, or other data prepared or assembled by CONSULTANT pursuant to this Agreement shall not be made available to any individual or organization by CONSULTANT without the prior written approval of CITY. During the term of this Agreement, and thereafter, CONSULTANT shall not, without the prior written consent of CITY, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all propr ietary and confidential information of CITY, including but not limited to business plans, ma rketing plans, financial information, designs, drawings, specifications, materials, compilati ons, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in CITY.
i. Permission granted to CONSULTANT to disclose information on one occasion shall not authorize CONSULTANT to further disclose such information or any other information or disseminate the same on any other occasion.
ii. CONSULTANT shall not comment publicly to the press or any other media regarding the Agreement or CITY’S actions on the same, except to CITY’S personnel or CONSULTANT’S personnel involved in the performance of this Agreement at public hearings or in response to questions from a Legislative committee.
iii. CONSULTANT shall not issue any news releases or any public relations item of any nature, whatsoever, regarding work performed or to be performed under this Agreement without prior review of the contents thereof by CITY and receipt of CITY’S written permission.
(b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings and other documents prepared or provided by CONSULTANT pursuant to this Agreement, in any form whatsoever, are the property of CITY at the time of preparation and shall be turned over to CITY upon expiration or termination of the Agreement or default by CONSULTANT. CONSULTANT grants CITY a copyright license to use such drawings and writings. CONSULTANT shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. CITY may modify the design including any drawings or writings. Any use by CITY of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verification by CONSULTA NT will be at CITY’S sole risk and without liability or legal exposure to CONSULTANT. CONSULTANT may keep a copy of all drawings and specifications for its sole and exclusive use.
i. In the event of the copyright of any reports or other products prepared under this Agreement by CONSULTANT or any subcontractor, the Federal
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Highway Administration (“FHWA”) shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes.
(c) If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as CONSULTA NT represents to CITY that CONSULTANT and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, CITY relies upon the skill of CO NSULTANT and any subcontractors to do and perform such services in a skillful manner and CONSULTANT agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall not operate as a release of CONSULTANT or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, CONSULTANT shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of CONSULTANT, its principals, officers, employees, agents or volunteers in the performance of this Agreement.
If CONSULTANT should subcontract all or an y portion of the services to be performed under this Agreement, CONSULTANT shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, CONSULTANT shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated in Exhibit B shall maintain lim its of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, CONSULTANT or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to CONSULTANT shall be withheld until
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notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement.
No action taken by CITY pursuant to this section shall in any way relieve CONSULTANT of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by CONSULTANT shall not be deemed to release or diminish the liability of CONSULTANT, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance polici es are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONSULTANT, its principals, o fficers, agents, employees, persons under the supervision of CONSULTANT, vendors, suppliers , invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
(d) If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall require each subcontractor/sub-consultant to provide insurance protection, as an additional insured, to the CITY and each of its officers, officials, employees, agents and volunteers in acco rdance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with CONSULTANT and CITY prior to the commencement of any services by the subcontractor. CONSULTANT and any subcontractor/sub-consultant shall establish additional insured status for CITY, its officers, officials, employees, agents and volunteers by using Insurance Service Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C.
During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement.
(b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, 23 U.S.C. § 112, FHWA regulations applicable to design and engineering consulting contracts found at 23 C.F.R. 172.1 et seq., California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its
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subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the servic es of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. CITY shall have the right, in its discretion, to deduct from any payment to CONSULTANT under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by CONSULTANT in violation of any representation or warranty under this section.
(e) Neither CONSULTANT, nor any firm affiliated with CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint-ownership or otherwise.
(f) CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this Agreement or any ensuing CITY construction project. CONSULTANT shall also disclose any current clients who may have a financial interest in the outcome of this Agreement or any ensuing CITY construction project, which will follow.
(g) CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement.
(h) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(i) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event CONSULTANT maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, CONSULTANT at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling program, approved by CITY’S Solid Waste Management Division, for each office and facility. Literature describing CITY re cycling programs is available from CITY’S
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Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(ii) Immediately contact CITY’S Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY’S Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof.
11. General Terms, Federal and State Assurances and Requirements.
(a) Except as otherwise provided by law, all notices expressly required of CITY within the body of this Agreement, and not otherwis e specifically provided for, shall be effective only if signed by the Director or his/her designee.
(b) Records of CONSULTANT’S expenses pertaining to the Project shall be kept on a generally recognized accounting basis. CONSULTANT and its subcontractors shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement including, but not limited to, the costs of administering the Agreement. CONSULTANT and its subcontractors shall make such materials available at their respective offices at all reasonable times during the period of this Agreement and for 3 years, or longer if required by law, from the date of final payment under the Agreement. CITY, the State, the State Auditor, FHWA or any duly authorized representative of the federal government shall have access to any books, records, papers, accounting records and other documents of CONSULTANT and its subcontractors that are pertinent to the Agreement for audit, examinations, excerpts, and transcriptions. Copies thereof shal l be furnished by CONSULTANT, if requested.
If any litigation, claim, negotiations, audit or other action is commenced before the expiration of the 3-year time period, all records shall be retained and made available until such action is resolved, or until the end of said time period whichever shall later occur. If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the requirements of this section and in the event a subcontract is entered into for an amount in excess of $25,000 the subcontract shall include this paragraph in its entirety. This Section 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by CITY, CONSULTANT shall have provided evidence to CITY that CONSULTANT is licensed to perform the services called for by this Agreement (or that no license is required). If CONSULTANT should subcontract all or any portion of the work or services to be performed under this Agreement, CONSULTANT shall require each subcontractor to provide evidence to CITY that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.
(d) CONSULTANT’S services pursuant to this Agreement shall be provided under the supervision of Jacqueline Markley, M.S., AICP, and he/she shall not assign another to supervise CONSULTANT’S performance of this Agreement without the prior written approval of the Director.
(e) CITY will carry out applicable federal requirements in the administration of this Agreement. Notwithstanding Section 25 herein, CONSULTANT agrees to comply with all
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applicable federal and state assurances and requirements identified in Exhibit D along with its Appendix A and require that each subcontract include the same assurances by each of its subcontractors.
12. Nondiscrimination. To the extent required by controlling federal, state and local law, CONSULTANT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Subject to the foregoing and during the performance of this Agreement, CONSULTANT agrees as follows:
(a) CONSULTANT will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, m edical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) CONSULTANT will not discriminate against any employee or applicant for employment because of race, religious creed, colo r, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. CONSULTANT shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requireme nt shall apply to CONSULTANT’S employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post in conspicuous places, available to em ployees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of CONSULTANT in pursuit hereof, state that all qualified applicants will receive consideration for employment without r egard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) CONSULTANT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of CONSULTANT’S commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
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(a) In the furnishing of the services provided for herein, CONSULTANT is acting solely as an independent contractor. Neither CONSULTANT, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which CONSULTANT shall perform its work and functions. However, CITY shall retain the right to administer this Agreement so as to verify that CONSULTANT is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between CONSULTANT and CITY. CONSULTANT shall have no authority to bind CITY absent CITY’S express written consent. Except to the extent otherwise provided in this Agreement, CONSULTANT shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, CONSULTANT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. CONSULTANT shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, CONSULTANT shall be solely responsible , indemnify, defend and save CITY harmless from all matters relating to employment and tax withholding for and payment of CONSULTANT'S employees, includi ng, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in CITY employment benefits, entitlements, programs and/or funds offered employees of CITY whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, CONSULTANT may be providing services to others unrelated to CITY or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives.
16. Assignment.
(a) This Agreement is personal to CONSULTANT and there shall be no assignment by CONSULTANT of its rights or obli gations under this Agreement without the prior written approval of the City Manager or his/her designee. Any attempted assignment by CONSULTANT, its successors or assigns, shall be null and void unless approved in writing by the City Manager or his/her designee.
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(b) CONSULTANT hereby agrees not to assign the payment of any monies due CONSULTANT from CITY under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies due CONSULTANT directly to CONSULTANT.
17. Compliance With Law. In providing the services required under this Agreement, CONSULTANT shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or in terpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, t he terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
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26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly au thorized and executed by both CITY and CONSULTANT.
29. RFQ Document. Any Request for Qualifications and documents issued therewith (collectively referred to herein as “RFQ”) by CITY that resulted in selection of CONSULTANT for entry into this Agreement are hereby incorporated into and made a part of this Agreement. In the event of a conflict between the RFQ and this Agreement (including any Exhibit hereto), this Agreement (including any Exhibit hereto) shall take precedence.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Randall W. Morrison, PE, MCE,
Assistant Director
Public Works Department
ATTEST:
%5,$1$3$55$, CMC
,QWHULPCity Clerk
By:
Deputy
No signature of City Attorney required.
Standard Document #DPW-S 30.1 has
Been used without modification, as certified
by the undersigned.
By:
Brandon Chacon
Capital Development Specialist
Public Works Department
REVIEWED BY:
Scott Tyler, PE, Public Works Manager
Public Works Department
Addresses:
CITY:
City of Fresno
Attention: Brandon Chacon,
Capital Development Specialist
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8713
FAX: (559) n/a
SWCA, Incorporated dba SWCA,
Environmental Consultants,
An Arizona Corporation
By:
Name:
Title:
(if corporation or LLC, Board
Chair, Pres. or Vice Pres.)
By:
Name:
Title:
(if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
SWCA, Incorporated dba
SWCA, Environmental Consultants
Attention: Jacqueline Markley, M.S.,
AICP, Project Manager
1422 Monterey Street, B-C200
San Luis Obispo, CA 93401
Phone: (916) 234-5522
FAX: n/a
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D - Federal and State Assurances
5. Appendix A to Exhibit D
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DPW-S 30.1/03-24-14
Exhibit A
Exhibit A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (“City”) and SWCA Environmental Consultants (“Consultant”)
Ashlan Avenue Widening Project
PROJECT TITLE
SCOPE OF WORK
TASK 1: EXISTING INFORMATION REVIEW
TASK 1.1: EXISTING INFORMATION REVIEW
Prior to initiating preparation of the required technical studies, SWCA staff will review all existing project documentation, including the PES, preliminary design plans, and any available Caltrans exhibits prepared for the proposed project.
TASK 1.2: PREPARE PROJECT DESCRIPTION
Following notice to proceed and existing information review, SWCA will prepare a request for information (RFI) for any additional project details necessary to incorporate into the project description. SWCA will prepare a thorough draft project description for review by the City based on the project plans and documentation, as well as any additional information provided by the project team. Upon receipt of comments on the draft submittal, SWCA will finalize the project description and prepare a revised draft for inclusion in each of the technical studies to ensure consistency across all project deliverables.
TASK 2: ENVIRONMENTAL STUDIES AND TECHNICAL MEMORANDUMS
TASK 2.1: AIR QUALITY AND GREENHOUSE GAS ANALYSIS
Based on our review of the PES, we understand that the project does not require an Air Quality Report or a Technical Memorandum. According to the PES, the air quality analysis should only be contained within the Draft Environmental Document (DED). SWCA will coordinate with TAHA for the preparation of the Air Quality and Greenhouse Gas sections of the DED, which will be prepared using the appropriate Annotated Outline. Regional construction criteria pollutant and greenhouse gas (GHG) emissions will be quantified using the Roadway Construction Emissions Model and model inputs provided by the project t eam. Criteria pollutant emissions will be estimated based on equipment exhaust, fugitive dust emissions, and truck trips. Regional mobile source emissions will be estimated using the Emission FACtor (EMFAC) model. Build emissions will be compared to existing and no build emissions. On a localized level, the Air Quality and Greenhouse Gas sections of the DED will assess the potential for carbon monoxide hot spots using the Transportation Project-Level Carbon Monoxide Protocol, and for mobile source air toxics using the FHWA Updated Interim Guidance on Mobile Source Air Toxic Analysis in NEPA Docs. The Air Quality and Greenhouse Gas sections of the DED will also discuss naturally occurring asbestos and lead exposure. Mitigation measures for potentially significant and/or adverse impacts will be recommended when appropriate to reduce air quality emissions. This scope includes responding to team and public comments.
DPW-S 30.1/03-24-14
Exhibit A
The proposed project is not exempt from Transportation Conformity and is required to go through the interagency consultation process. TAHA will coordinate the review with the Fresno Council of Governments (COG). TAHA does not anticipate that the proposed project will be identified as a Project of Air Quality Concern (POAQC) due to relatively low traffic and truck volumes compared to highway projects. Accordingly, this scope of work does not include a particulate matter hot spot analysis.
Preparation of the Air Quality and Greenhouse Gas sections for the DED will take approximately 4 weeks from receipt of construction informat ion and agreement on traffic data for emissions modeling; TAHA will make every effort to expedite the analysis. The schedule for Transportation Conformity and a POAQC determination is dependent on coordination with the Fresno COG and the interagency team, including the U.S. Environmental Protection Agency (USEPA) and FHWA.
TAHA will initiate this process with the Fresno COG within 1 week of notice to proceed. It is anticipated that the Transportation Conformity process will take 4 to 8 weeks to complete depending on finalizing average daily traffic and truck volumes and coordination process.
Air Quality CEQA Technical Memorandum
TAHA will prepare a California Environmental Quality Act (CEQA) Technical Memorandum to support the DED in accordance with City and San Joaquin Valley Air Pollution Control District (SJVAPCD) guidance. It is not anticipated that the CEQA Technical Memorandum will be reviewed and approved by Caltrans. The CEQA Te chnical Memorandum will briefly summarize existing conditions and pertinent regulations followed by a direct assessment of the Appendix G Checklist from the State CEQA Guidelines. The analysis will focus on compliance with SJVAPCD guidance for determining project impacts, including the Indirect Source Review rule requirements.
Emissions for the CEQA analysis will be estima ted using the same model methodologies as the NEPA analysis.
TASK 2.2: NOISE STUDY REPORT AND NOISE ABATEMENT DECISION REPORT (NADR)
Noise Study Report
TAHA will prepare an NSR consistent with the Caltrans Traffic Noise Analysis Protocol (April 2020). This process will begin with the preparation of a Work Plan specific to the NEPA process for approval by the City and Caltrans. The Work Plan will identify traffic data, sensitive receptors (e.g., residences), noise monitoring locations, and methodology. The Work Plan will set the framework for the analysis and minimize the potential for complications. TAHA will use the Work Plan to coordinate extensively with Caltrans staff to discuss and quickly resolve complications.
To establish the existing condition, TAHA will complete a series of short-term 15-minute measurements and up to one long-term 24-hour measurement. Construction noise will be assessed based on maximum equipment levels and frequency of occurrence near sensitive receptors. The noise levels will consider construction phase, engine type (diesel or gasoline), horsepower, load factor, and percentage of time in use. The construction section will discuss Caltrans Standard Specifications and local noise regulations. Changes in operational noise levels will be assessed using the Traffic Noise Model. The baseline noise condition will be estimated using traffic counts and speed information obtained during monitoring activities. No Build and Build Alternatives will be modeled using traffic c onditions that generate the highest noise levels, vehicle mix, speed, and roadway configuration. The roadway configuration will be precisely based on engineering drawings. Noise abatement measures (soundwalls) will be evaluated based on benefits to receptors, acoustical feasibility, and reasonableness allowances. If necessary,
DPW-S 30.1/03-24-14
Exhibit A
avoidance and/or mitigation measures will be included to minimize or eliminate adverse construction noise impacts. The Work Plan will take 2 weeks or less to complete, and the NSR will take approximately 6 to 8 weeks from approval of the Work Plan by Caltrans. TAHA will make every effort to expedite the process by framing the NSR while the Work Plan is being circulated within the project team.
Noise Abatement Decision Report
TAHA will prepare a Draft NADR using information from the NSR, other relevant environmental studies, and design considerations. The NADR will include:
• Noise abatement reasonableness allowances presented in the NSR. • Acoustical feasibility of noise abatement presented in the NSR. • Locations and dimensions of evaluated noise barriers. • Approved cost estimates of acoustically feasible noise abatement. • Non-acoustical feasibility issues of proposed noise abatement based on the best available design information available.
• Effects of abatement, including effects on cultural resources, scenic views, hazardous materials, biological resources, and other known social, economic, legal, and technical factors.
The NADR summarizes key information from the NSR and provides recommendations for soundwalls based on feasibility, number of benefited receptors, and cost. Complications are not anticipated as the NSR will be approved by Caltrans prior to preparation of the NADR. The Final NADR will be signed by the project engineer after completion of the NSR and prior to publication of the draft environmental document. The NADR will be completed approximately 2 weeks after approval of the NSR.
Noise and Vibration CEQA Technical Memorandum
TAHA will prepare a CEQA Technical Memorandum to support the DED in accordance with City guidance. It is not anticipated that the CEQA Technical Memorandum will be reviewed and approved by Caltrans. The CEQA Technical Memo randum will briefly summarize existing conditions and pertinent regulations followed by a direct assessment of the Appendix G Checklist from the State CEQA Guidelines. The analysis will focus on compliance with the City's noise standards for determining project impacts. The CE QA Technical Memorandum will rely on construction and mobile source noise levels identified in the NSR.
TASK 2.3: CULTURAL RESOURCES STUDY
Based on the PES prepared for the proposed project, a Historic Property Survey Report (HPSR) and an Archaeological Survey Report (ASR) have been identified as the appropriate level of review for this project. Detailed tasks associated with the preparation of the HPSR and ASR, including preparation of an Area of Potential Effects (APE) map, are discussed below.
Area of Potential Effects Map
SWCA will assist the City in the preparation an APE map that includes a delineation of the area of direct impact and area of indirect effects. The map will depict existing and proposed right-of- way, staging areas, and the location of any cultural resources identified in the APE. The map will be created at a scale of 1”:200’ and printed on 11 × 17 sheets. The APE map will be consistent with the guidance in the Caltrans Standard Environmental Reference (SER) and consistent with
DPW-S 30.1/03-24-14
Exhibit A
previous guidance received from Caltrans staff. The APE map will also include the appropriate signature blocks for Caltrans reviewers.
Historic Property Survey Report
Upon completion of all cultural resources studies prepared for the project, described below, SWCA will prepare a Caltrans HPSR according to Caltrans SER Volume 2, Cultural Resources.
The HPSR is the overarching document that summarizes the results of the cultural resources investigation. It will include a project description; a description of the APE; details of coordination with Native American groups/individuals, as well as local government and historic groups; a summary of identification efforts; information regarding any properties identified within the APE; a list of attached documentation; and the findings of the studies. SWCA assumes that only one revision to the HPSR will be required. If the project APE is found to contain historic properties, as described under National Historic Preservation Act (NHPA) Section 106, additional cultural studies may become necessary. SWCA can prepare the analysis and consult with the State Historic Preservation Officer (SHPO) and interested parties under a separate contract and budget. These tasks may include Archaeological Evaluation or Data Recovery, a Finding of Effects, and/or a Memorandum of Agreement.
Archaeological Survey Report
Records Search
SWCA will conduct a records search for the proposed project area at the California Historical Resources Information System (CHRIS) Southern San Joaquin Valley Information Center (SSJVIC), located at California State University, Bakersfield. SWCA assumes that Caltrans will require up to a 1-mile search radius.
Native American Coordination
Pursuant to 36 Code of Federal Regulations (CFR) Section 800.4(a)(3), preparation of the ASR and HPSR will include coordination with up to 20 local Native American individuals and groups who may have knowledge of, or concerns about, Native American resources in the area. SWCA will initiate this task by contacting the Native American Heritage Commission (NAHC) to request a Sacred Lands File search and to request a list of Native American contacts. Upon receipt of the Sacred Lands File search, SWCA will assist the City with preparing and mailing letters to each of the NAHC-listed contacts, requesting information, in writing, concerning any Native American religious or cultural resources within or immediately adjacent to the project area. Up to two telephone calls will need to be made to each
of the Native American groups on the NAHC list to document good-faith efforts at follow-up. This consultation is for NHPA Section 106 purposes only. SWCA assumes that the City will submit an Assembly Bill (AB) 52 letter separately for compliance under CEQA.
Archaeological Survey Report
SWCA will conduct an intensive-level archaeological survey of the area of direct impacts. SWCA will survey the APE and prepare updates to California Department of Parks and Recreation (DPR) 523 Series forms, if necessary. No testing or excavation will be conducted, nor will any artifacts, samples, or specimens be collected during the survey. Upon completion of the field survey, SWCA will prepare the ASR according to the current guidance as specified in Caltrans SER Volume 2. The ASR will document the results of the records search, Native American scoping,
DPW-S 30.1/03-24-14
Exhibit A
and field survey, and include maps depicting the area surveyed for cultural resources. Locations of sensitive archaeological sites or Native American cultural resources may be depicted or described in the report and will be considered confidential; therefore, the report may not be distributed to the public. This report will be submitted to the City and Caltrans for review.
TASK 2.4: PHASE I INITIAL SITE ASSESSMENT
Haro Environmental will prepare a Phase I Initial Site Assessment (ISA) consistent with American Society for Testing and Materials (ASTM) Standard E1527-13, Standard Practice for Environmental Site Assessments and Caltrans SER Volume 1, Chapter 10 Hazardous Materials, Hazardous Waste, and Contamination, Initial Site Assessment. The purpose of the ISA is to evaluate the potential for soil or groundwater contamination from current or past use, storage, and/or handling of hazardous materials on or near the project area. To evaluate the potential for hazardous materials, Haro Environmental will research the past land use near the project area through aerial photographs, oil and gas well maps, interviews, and other records.
Haro Environmental will prepare a report summarizing the results of the ISA, which will present the findings regarding past land use on and around the project area, an opinion regarding the potential for soil or groundwater contamination potentially affecting the project area, the potential for lead-based paint and asbestos, and recommendations for additional assessment, if deemed necessary. The collection and analysis of any media (e.g., soil, groundwater) is not a part of this scope. Based on the findings of the ISA, recommendations for additional assessment, including a Preliminary Site Investigation (PSI), will be provided, if warranted.
TASK 2.5: ENVIRONMENTAL COMMITMENT RECORD
SWCA will assist the City with the preparation of an Environmental Commitment Record (ECR) for the proposed project. The ECR will compile all relevant environmental information, making it easier to track progress and easier for project team members (e.g., Environmental Staff, Project Engineer, Project Manager, Resident Engineer) to identify actions they need to take. SWCA will prepare the ECR once all other technical studies have been prepared and approved by Caltrans and will submit the ECR to the City for review and approval.
2/2/2018
Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (“CITY”) and SWCA Environmental Consultants (“CONSULTANT”)
Ashlan Avenue Widening
PROJECT TITLE
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insur ance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operati ons. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and comple ted operations, and contractual liability (including, wit hout limitation, indemnit y obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Professional Liability (E rrors and Omissions) insurance appropriate to CONSULTANT’s profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate appl ying separately to the work performed under the Agreement.
2/2/2018
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 diseas e each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbr ella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for paym ent of any deductibles contained in any insurance policy(ies) required herein and CO NSULTANT shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the CITY’s Risk Manager or designee. At the option of the CITY’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminat e such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents, and volunteers; or
(ii) CONSULTANT shall provide a financial guarant ee, satisfactory to CITY’s Risk Manager or designee, guaranteeing payment of losses and related investigations, cl aim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. CITY, its officers, officials, em ployees, agents, and volunteers are to be covered as additional insureds. CONSUL TANT shall establish additional insured status for the City and for all ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20
37.
2/2/2018
2. The coverage shall contain no specia l limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents, and volunteers.
Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, CONSULTANT’s insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents, and vol unteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of CONSULTANT’s insurance and shall not contribute with it. CONSULTANT shall establish primary and non- contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorseme nt that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: CONSULTANT and its in surer shall waive any right of subrogation against CITY, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evi dence of insurance must be provided for at least five (5) years after co mpletion of the Agreement work or termination of the Agreement, whichever o ccurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-r enewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencem ent of work by CONSULTANT, CONSULTANT must purchase “e xtended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting require ments must be submitted to CITY for review.
5. These requirements shall surviv e expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certifi ed mail, return receip t requested, has been given to CITY. CONSULTANT is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, CONSULTANT shall furnish CITY with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire dur ing the work to be performed for CITY, CONSULTANT shall provide a new certificate, and applicable endorsements, evidencing
2/2/2018
renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
Should any of the required po licies provide that the def ense costs are paid within the Limits of Liability, thereby reducing the avai lable limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by CONSULTANT shall not be deemed to release or diminish the liability of CONSULTANT, includ ing, without limitati on, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. Approval or purchase of any insurance contracts or policies shall in no way relieve from li ability nor limit the liability of CONSULTANT, its principals, officers, agents, employees, persons under the supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If CONSULTANT subcontracts any or all of the services to be performed under this Agreement, CONSULTANT shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection.
Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee.
If no Side Agreement is required, CONSULTANT will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY ’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, CONSULTANT shall immediately furnish City with a complete copy of any insurance policy r equired under this Agr eement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This r equirement shall survive expiration or termination of this Agreement.
DPW-S 30.1/02-14-14
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
Ashlan Avenue Widening Project
PROJECT TITLE
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?
5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(name)
(company)
(address)
Additional page(s) attached.
(city state zip) )
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DPW-S 30.1/03-24-14
Exhibit D
Exhibit D
FEDERAL AND STATE ASSURANCES
Consultant Service Agreement between City of Fresno (“CITY”) and SWCA Environmental Consultants (“CONSULTANT”)
Ashlan Avenue Widening Project
1. CONSULTANT shall comply with and require its Subcontractors to comply with the following:
a. 23 USC §112 regarding Highways and the letting of contracts to Architects and Engineers;
b. The provisions of the Fair Employ ment and Housing Act (Government Code Section 1290-0 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12900(a-f), set forth in Chapter of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Give a written notice of their obligations under this clause to any labor organizations with which they have a collective bargaining or any other agreements as appropriate. INCLUDE THIS ENTIRE CLAUSE IN ANY AND ALL SUBCONTRACTS.
c. Appendix A attached hereto and incorporated herein.
2. Cost Principles
a. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1 Part 31.000 et seq., shall be used to determine the allowability of cost for individual items. b. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
c. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to CITY.
3. Subcontracting
a. CONSULTANT shall perform the work contemplated with resources available within its own organization; and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by the CITY’S Contract Manager, except that, which is expressly identified in the approved Cost Proposal. b. Any subcontract in excess of $25,000 shall contain ALL the provisions stipulated in this Agreement to be applicable to subcontractors.
c. Any substitution of subconsultants/subcontractors must be approved in writing by the CITY’s Contract Manager.
DPW-S 30.1/03-24-14
Exhibit D
4. Equipment Purchase
a. Prior authorization in writing, by the CITY’S Contract Manager shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services.
CONSULTANT shall provide a written request which includes an evaluation of the necessity or desirability of incurring such costs, three competitive quotations obtained in the manner prescribed in the CITY’s Municipal Code Section 4-101(d) or 4-102 as applicable or a sole source justification as provided in the CITY’S Administrative Order No. 3-3.
b. Any equipment purchased as a result of this Agreement is subject to the following:
CONSULTANT shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, CITY shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, CONSULTANT may either keep the equipment and credit CITY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established CITY procedures; and credit CITY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’S expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to CITY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by CITY. 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000.00 is credited to the project.
c. The above provisions shall be included in all subcontracts in excess of $25,000.
5. PROHIBITION OF EXPENDING CITY STATE OR FEDERAL FUNDS FOR LOBBYING This section only applies to contracts where federal funding will exceed $100,000.
A. CONSULTANT certifies to the best of his or her knowledge and belief that:
1. No state, federal or CITY 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 employee of the 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.
2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing 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 Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
DPW-S 30.1/03-24-14
Exhibit D
B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
C. CONSULTANT also agrees by signing this do cument that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000, and that all such sub recipients shall certify and disclose accordingly.
6. NON-DISCRIMINATION CLAUSE
During the performance of this Agreement, CONSULTANT and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave.
CONSULTANT and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CONSULTANT and subcontractors s hall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. CONSULTANT and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.
DPW-S 30.1/03-24-14
Appendix A to Exhibit D
APPENDIX A TO EXHIBIT D
Consultant Service Agreement between City of Fresno (“CITY”) and SWCA Environmental Consultants (“CONSULTANT”)
Ashlan Avenue Widening Project
(1) CONSULTANT shall comply with the regulatio ns relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this Agreement.
(2) CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the Agreement covers a program set forth in Appendix B of the REGULATIONS.
(3) In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT'S obligations under this Agr eement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.
(4) CONSULTANT shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to CONSULTANT'S books, records, accounts, other sources of information, and its facilities as may be determined by STATE or Federal Highway Administration (“FHWA”) to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refu ses to furnish this information, CONSULTANT shall so certify to the State of California (“STATE”) or the FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.
(5) In the event of CONSULTANT'S noncompliance with the nondiscrimination provisions of this Agreement, STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to CITY under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
(6) CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub- agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant th ereto. CONSULTANT shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request STATE enter into such litigation to protect the interests of STATE, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.
DPW-S 30.1/03-24-14
Appendix A to Exhibit D
(7) CONSULTANT shall execute the foll owing CERTIFICATION OF CONSULTANT,
COMMISSIONS & FEES
I HEREBY CERTIFY that I am , and duly authorized representative of the firm of __________________________ whose address is_______________________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this Agreement; nor
(b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the Agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind, for or in connection with, procuring or carrying out this Agreement.
I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this Agreement involving participation of Federal-aid Highway funds, and is subject to applicable state and federal laws, both criminal and civil.
(Date)_______________________ (Signature) _______________________________
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Approvals Matrix – Attachment ‘A’ to SWCA’s Approvals Policy Accounting-MLANIN_03.31.21 Page | 1
APPROVALS MATRIX
Owner: J Fluder, CEO / N Crumbley, SVP / B Kroeger, SVP / B Kloepfer, SVP Administration: D Henry, CFO / M Lanin, VP of Accounting & Finance
PROPOSALS, CLIENT CONTRACTS, TEAMING AGREEMENTS & CHANGE ORDERS
PROJECT PROPOSALS & BUDGETS
PROJECT CONTRACTS / WORK REQUESTS /
TEAMING AGREEMENTS / CHANGE ORDERS APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY >$2M CEO or CFO CEO or CFO
= / < $2M P&L Owner SVP SVP
= / < $1M P&L Owner VP VP
= / < $100K P&L Owner Director Director
= / < $10K Lead with VP or SVP delegation
Documents with language requiring Officer approval All Corporate Officers Corporate Officers All MSAs/IDIQs with no specified contract value All VP or above VP or above Terms and condition changes to SWCA standard service
agreement
All VP of Accounting & Finance See above signing
authority
Customer Contracts on Client's service agreement All [email protected] See above signing authority
Note:
-All MSAs/IDIQs with no specified contract value may be signed by VP's or above. -Customer Contracts on SWCA standard service agreement (terms and conditions changes must be approved by VP of Accounting & Fin ance) -Customer Contracts on Client's service agreement (all such contracts must be reviewed by the Contract Review Team: [email protected]) -Leads can approve up to $10K with VP or SVP delegation -Lead approval requires all standard SWCA terms and conditions
DISCOUNTED RATES APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Discounts from Standard Billing Rates (based on overall labor multiplier) *
> 12% discount OR multiplier <
2.80, OR > 10% discount AND if
contract > $500K
CEO or CFO
10.1% - 12% discount OR
multiplier 2.80 - 2.84 AND if
contract < / = $500K
P&L Owner SVP
Up to 10% discount OR multiplier
as low as 2.85 AND if contract < /
= $250K
P&L Owner VP
Discounts from GSA Billing Rates All SVP
Raw Rate Build-up Profit Margin Selection
Note: Rate buildups can be obtained from
[email protected]
< 8% profit
> / = 8% profit
> / = 10% profit
CFO
P&L Owner SVP
P&L Owner VP
Discounts from Standard Markup on ODCs (15%) and
Subcontractors (20%)
Sub / ODC markup < 5%
Sub / ODC markup > / = 5%
Sub / ODC markup > 10%
P&L Owner SVP
P&L Owner VP
P&L Owner Director
Discount on Communication Fee (3%) < 3% PM
Note: Immaterial discounts that amount to less than $500 impact do not require management approval
Approvals Matrix – Attachment ‘A’ to SWCA’s Approvals Policy Accounting-MLANIN_03.31.21 Page | 2
* SVP's or VP's have authority to approve a one level staff change on projects with standard rates. Two or more level changes r equire CEO approval. Overall project labor multiplier takes precedence over individual labor rates with regards to approval authority. Con tact [email protected] to obtain the overall labor multiplier on a given project budget. ** Capping overhead rate to a level lower than our audited overhead rate must be approved by CEO and CFO.
NON-STANDARD SERVICES APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Service that involve: Phase 2 Environmental
Investigations, contaminated properties, hazardous waste, petroleum or chemical storage, subcontracted construction or construction management, contaminated soil or
groundwater sampling, hydrological modeling, residential or commercial subdivisions (no engineering and related
services performed by our affiliate as defined below)
All SVP SVP
Services performed by affiliate company 'SWCA
Environmental & Engineering Services, Inc.', including:
environmental remediation, engineering design, earthwork or roadway grading plans, hydrological modeling,
engineering feasibility studies, other plans, etc.
All Bob Kroeger and Daren Pait Denis Henry or
Melanie Gregory
Phase 1 Environmental Assessments All P&L Owner VP VP
Note: Approvals for Non-Standard Services are required prior to proposing on such work.
HIGH-RISK BUSINESS LINES -
PROPOSALS FOR ALL NEW LAND DEVELOPER
CLIENTS (INCLUDING NON-UTILITY SOLAR
DEVELOPERS) APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY All new such clients are required to submit a security
deposit equal to the lesser of a. 25% of the contract value or b. 90 days-worth of invoicing.
All SVP SVP
Note: Existing such clients with good payment histories continue to be allowed to have interim projects according to our normal poli cy (eg: email from the client that confirms a. brief scope of work, b. notice to proceed, and c. approximate dollar amount). - Approvals for High-Risk Business Lines are required prior to proposing on such work.
FEDERAL OPPORTUNITIES THROUGH E-BUY APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Go / no-go decision prior to pursuing All SVP or VP
SUBCONTRACTS TERMS AND CONDITIONS
REVIEW APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Total Subcontractor Agreements/MSAs Per Project > $500K = /< $500K
= /< $250K
= / < $50K
CFO
SVP
VP
Director
CEO or CFO
SVP
VP
Director
Non Standard Terms & Conditions All VP of Accounting & Finance Note: All sub-contracts must be on SWCA's Standard Subcontractor Agreement and Sub must carry insurance (see below). Only CFO or VP of Accounting & Finance may override this policy ( [email protected]) – Subcontractor minimum insurance requirements:
– Subs with 1 or more employees: Workers Comp per statutory requirements
Approvals Matrix – Attachment ‘A’ to SWCA’s Approvals Policy Accounting-MLANIN_03.31.21 Page | 3
– Subs performing survey / field data collection: $1M Commercial General Liability – Subs performing technical / authorship / analysis / subject matter expert work (does not include strictly editing): $1M Profes sional Errors & - Omissions
OTHER LEGAL DOCUMENTS APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Non-disclosure/Confidentiality Agreements/Teaming
Arrangements
All [email protected] VP or Above
PROJECTS / BILLING APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Setup interim project or change order* when a contract is pending signature with an email from our client approving each of: a. NTP, b. $ identified, c. scope identified
All No approval required
Setup interim project or interim change order* when a
contract is pending signature without each of: a. NTP, b. $ identified, c. scope identified
All P&L Owner VP and VP of
Accounting & Finance
Holding 'Work In Process' (WIP) on projects (per project) > $10K or > 75 days = / < $10K or = / < 75 days
= / < $500 and = / < 45 days
VP of Accounting & Finance
Project Accounting Supervisor
Project Accounting Specialist
Permanent Deferral of Billable Charges (per project) > $20K = / < $20K
= / < $10K
= / < $5K
= / < $1K
= / < $100
CFO
P&L Owner SVP
P&L Owner VP
P&L Owner Director
P&L Owner PM
Project Accounting Specialist
Write-Off of Accounts Receivable (per project) > $20K
= / < $20K
= / < $10K
= / < $5K
CFO
P&L Owner SVP
P&L Owner VP
P&L Owner Director
CFO and VP of Acct & Fin
CFO and VP of Acct & Fin
CFO and VP of Acct & Fin
CFO and VP of Acct & Fin
Posting project-related labor or expense charges to
overhead **
All VP of Accounting & Finance
Changes in Project Organization
All VP’s from both Offices
Lien Releases Partial / Progress
Final
Accounting Specialist
Billing Manager
Accounting Specialist
Billing Manager
* Interim change orders to cover overruns must be > / = $10K ** If overhead transfer is clearly justified by the timesheet description of services, no approval is required.
EMPLOYEES APPROVAL LEVEL APPROVAL AUTHORITY
SIGNING
AUTHORITY
New-Hire Salary/Existing EE Pay Increases * Salary > $50 / hour Salary < $50 / hour
SVP, CPO or CFO for Corp EE's
Supervisor and 2nd Level
Vacation Non-Standard * > 4 Weeks
= / < 4 Weeks
CPO & SVP, CFO or CPO for Corp EEs
VP
Change in Employee Productivity Targets All VP
* See the 'HR & Payroll Requirements' on MySWCA for other employment-related approval authority.
Approvals Matrix – Attachment ‘A’ to SWCA’s Approvals Policy Accounting-MLANIN_03.31.21 Page | 4
LEASES AND CAPITAL EXPENDITURES * APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY New Real Estate Lease Contracts All CFO Officer
New Equipment Lease Contracts All CFO or
VP of Finance & Accounting
Director
Capital Expenditures (in department budget) ** Real Estate > $50K
= / < $50K
= / < $10K
Executive Team
CFO
SVP
VP
Officer
Capital Expenditures (not in department budget) Real Estate > $50K or not within regional
budget
= / < $50K and within regional
Executive Team
CEO and CFO
SVP
Officer
Sale/Disposal of Company-Owned Assets *** Real Estate
> $50K Book Value
= / < $50K Book Value
= / < $10K Book Value
= / < $1K Book Value
Executive Team
CFO
SVP
VP
Director
Officer
* Tangible items > $1,000 are considered capital.
** Budgeted capital expenditures can be balanced within a region by a SVP (i.e.: money borrowed from one office's budget to con tribute to another office's needs).
*** Any asset disposal must meet accounting requirements to avoid audit concerns. Contact [email protected]
TABLETS APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Tablets > $500
= / < $500
VP and VP of IT
Director
NON-CAPITAL EXPENDITURES / INDIRECT
EXPENSES APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Non-Billable General, Administrative, Travel, and
Entertainment Expenses *
> $15K
= / < $15K
= / < $10K
= / < $5K
= / < $2.5K
CEO, CFO for Corp
SVP
VP
Director
Office Admin or AP Specialist
Project Specific Expenses (Sub and Expenses)* All Project Manager Vendor Deposits / Prepayments All VP, and VP of Accounting & Finance
Software Custom, not over-the-counter
(eg: Vision, SQL, Project
Management, etc.) < $1K each
Off the shelf software that is
already in use / previously
approved (eg: Adobe, Snag IT,
Cute PDF, Dragon Speech, etc.)
Freeware
VP, and VP of IT
Director
VP, and VP of IT
Approvals Matrix – Attachment ‘A’ to SWCA’s Approvals Policy Accounting-MLANIN_03.31.21 Page | 5
* Expenses on purchase cards follow separate purchasing card policy. SWCA policy for work-related meals: senior employee pays, and the receipt must be itemized.
CONTRIBUTIONS APPROVAL LEVEL APPROVAL AUTHORITY SIGNING AUTHORITY Charitable / Sponsorships > $8K
= / < $8K
= / < $3K
= / < $100
Executive Team
SVP
VP
Director
Political Contributions or Lobbying Against SWCA Policy N/A