AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 7th day of September, 2021, by and between the City of Merced, a California Charter Municipal Corporation, whose address of record is 678 West 18" Street, Merced, California 95340, (hereinafter referred to as "City") and Quad Knopf, Inc., a California Corporation, doing business as QK, whose address of record is 2816 Park Avenue, Merced, California 95348, (hereinafter referred to as "Consultant").
WHEREAS, City is undertaking a project to provide on-call surveying services; and,
WHEREAS, Consultant represents that it possesses the professional skills to provide the services in connection with said project.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. SCOPE OF SERVICES. The Consultant shall furnish the following services: Consultant shall provide the services described in Exhibit "A" attached hereto. City and Consultant shall enter into an "Authorization of Service Agreement," substantially in the form of Exhibit "C" attached hereto and incorporated herein by this reference. The City's City Manager shall have the authority to execute on City's behalf the Authorization of Service Agreement without additional approval by the City Council so long as the funding is available within the project's budget. In the event additional funding is required, a First Amendment to this Agreement will require prior City Council approval. In the event of a conflict between the term of this Agreement and the terms of the Authorization of Service Agreement, the terms and conditions set forth herein shall prevail over those set forth in the Authorization of Service Agreement.
No additional services shall be performed by Consultant unless approved in advance in writing by the City, stating the dollar value of the services, the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the City Engineer or designee. However, the means by which the work is accomplished shall be the sole responsibility of the Consultant.
X: \Agreements\Engineering\2021\PSA - (K (Quad Knopf) Re On Call Services.doex 2 TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in each Authorization of Service Agreement. By mutual agreement and written addendum to this Agreement, the City and the Consultant may change the requirements in said Schedule.
3. TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and end on September 6, 2023. This Agreement may be extended for two (2) one (1) year terms upon written approval by the City.
4. COMPENSATION. Payment by the City to the Consultant for actual services rendered under this Agreement and accompanying Authorization of Services Agreement shall be in accordance with the fee schedule set forth in Exhibit "B" attached hereto and incorporated herein by reference. The Consultant agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amount set forth in Exhibit "B". For Consultant's services rendered under this Agreement, City shall pay Consultant the not to exceed sum of Five Hundred Thousand Dollars ($500,000.00).
5. METHOD OF PAYMENT. City shall pay Consultant for services rendered pursuant to this Contract, at the times and in the manner set forth in each Authorization of Service Agreement. The payments specified in the Authorization of Service Agreement shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant hourly rates shall not exceed those listed in Exhibit "B," attached hereto and incorporated herein by this reference.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by this Agreement shall be the property of the City, and Consultant hereby agrees to deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials including but not limited to those set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
7. CONSULTANT'S BOOKS AND RECORDS. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled X: \Agreements\Engineering 202 IPSA - QK (Quad Knopf) Re On Call Services.docx 2 checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the City.
8. INDEPENDENT CONTRACTOR. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense.
In the event Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
9. INDEMNITY.
A. Indemnity for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend, and hold harmless City and any and all of its officials, employees and agents from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel's fees and costs but only to the extent the Consultant (and its Subconsultants), are responsible for such damages, liabilities and costs on a comparative basis of fault between the Consultant (and its Subconsultants) and the City in the performance of professional services under this agreement.
B. Indemnity for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend, and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability X:\Agreements\Engincering|202 11PSA - QK (Quad Knopf) Re On Call Services.docx 3 for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel's fees and costs, court costs, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or City for which Consultant is legally liable, including, but not limited to officers, agents, employees, or subcontractors of Consultant.
10. INSURANCE. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
a. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the City.
General Liability.
(i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage.
(iii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Consultant.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
X:\Agreements\lingineering\2021\PSA - QK (Quad Knopf) Re On Call Services.docx 4 (v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal.
C. Automobile Insurance.
(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
(ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Consultant.
(iii) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
d. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant's profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers' coverage is to be endorsed to include contractual liability.
e. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A: VII or better (except for workers' compensation provided through the California State Compensation Fund).
X: \Agreements Engineering|202 1\PSA - QK (Quad Knopf) Re On Call Services.docx 5 t. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant's insurance policies are not current.
11. PREVAILING WAGES.
A. Labor Code Compliance. If the work performed under this Agreement falls within Labor Code Section 1720(a)(1) definition of a "public works" the Vendor agrees to comply with all of the applicable provisions of the Labor Code including, those provisions requiring the payment of not less than the general prevailing rate of wages. The Vendor further agrees to the penalties and forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
B. These wage rate determinations are made a specific part of this Agreement by reference pursuant to Labor Code Section 1773.2. General Prevailing Wage Rate Determinations may be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov/.
C. After award of the Agreement, and prior to commencing work, all applicable General Prevailing Wage Rate Determinations, if applicable, are to be obtained by the Vendor from the Department of Industrial Relations. Theses wage rate determinations are to be posted by the Vendor at the job site in accordance with Section 1773.2 of the California Labor Code.
D. Vendor agrees to include prevailing wage requirements, if applicable, in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771.
12. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties X:\Agreements\Engineering\202 1\PSA - Qk (Quad Knopf) Re On Call Services.docx 6 or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City.
13. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received.
14. CONFORMANCE TO APPLICABLE LAWS. Consultant shall
comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
15. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
16. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached document(s) or exhibits) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
X: \Agreements Engineering\2021\PSA - QK (Quad Knopf) Re On Call Services.docx 7 Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
17. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
18. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Merced.
19. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
20. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
21. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
22. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
1//
X:\Agreements\Engineering\2021\PSA - QK (Quad nopf) Re On Call Services.docx 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
ATTEST:
STEPHANIE R. DIETZ, CITY CLERK
BY: punt CITY
Assistan/Deputy Clerk
6881
APPROVED AS TO FORM:
Br:Kinkal Mady 8112,
City Attorney
301732 PO# 1432968
ACCOUNT DATA:
BY:_
Verified by Finance Officer V-9031
Funds to be encimbered as needed. My 911512)
Not to exceed #500.000.00
{Signatures continued on next page)
X: \Agreements\Engineering\202 1\PSA - QK (Quad Knopf) Re On Call Services docx 9 CONSULTANT
QUAD KNOPF, INC.,
A California Corporation
Doing Business As QK
catalon
(Signature)
Garth A. Pecchenino
(Typed Name) PLS 7825
Its: VP of Technical Services
(Title)
BY:
(Signature)
(Typed Name)
Its:
(Title)
Taxpayer I.D. No. 94-2228472
ADDRESS: 2816 Park Avenue
Merced, CA 95348
TELEPHONE: (209) 723-2066
FAX:
E-MAIL:[email protected]
X: Agreements\Engincering\202 /\PSA - OK (Quad Knopf) Re On Call Services.docx 10 EXHIBIT A
QKI
Firm Qualifications
In 2014, Quad Knopf, Inc. (established in 1972) combined We also have extensive years of experience providing on-call resources with long-time teaming partner Fremming, Parson civil and traffic engineering, land surveying, and a broad range & Pecchenino (FP&P), a weli-known and respected civil of associated services. In addition, we serve as City or District engineering and land surveying firm established in 1950 Engineer and/or provide District Engineering Services for in Merced. The merge enabled both firms to expand their many public agencies including:
geographic presence, and provide enhanced specialized
City of Merced
environmental, planning, construction support and GIS
services to FP&P clients, while strengthening QK's water City of Atwater resources, surveying and civil engineering services. • County of Merced • Hilmar County Water District
At the time of the merger, FP&P (established in 1950) had been providing professional services to a wide variety of clients, both • Housing Authority of the County of San Joaquin public and private for over 65 years. Quad Knopf, with offices • Merced Irrigation District in Fresno, Visalia, Bakersfield, and Roseville had been providing Le Grand Community Services District
professional services nearly 42 years. The merger of these two firms created a 100+ year legacy firm now known as "QK." • Delhi County Water District • Planada Community Services District
In 2018, QK acquired James Winton & Associates (JWA), a long- established land surveying firm based in Porterville. The addition • South Dos Palos County Water District of JWA professional staff and experience further expanded our • Merquin Water District ability to provide land surveying services to our clients • Midway Community Services District
Today, QK now has a diverse staff of over 120 employees in five • Catholic Healthcare West offices - Merced, Clovis, Visalia, Porterville, and Bakersfield. • Franklin County Water District
QK's Merced office has a total of 14 employees
• Winton Water & Sanitary District
We provide:
• Greenfield County Water District
Engineering Design
City of Dos Palos
Construction Management
Merced College
• Land Surveying
• City of Lemoore
Landscape Architecture
• City of Lindsay
Environmental Permitting
• City of Farmersville
• Planning
• City of Exeter
• Geographic Information Systems (GIS)
• City of Delano
• Urban Design
• City of Woodlake
Biology
800.955.7599 www.OKinc.com 9
QKI
ExCe cats
TRAFFIC ENGINEERING LAND SURVEYING
QK's traffic engineering staff includes QK currently employs a team of licensed civil and traffic engineers with experienced licensed land surveyors extensive experience in the subdisciplines that operate both in the office and essential to providing complete traffic engineering services. field environment. QK acts as Surveyor of Record and has The firm provides professional and technical consulting performed topographic, ALTA/NSPS, boundary, construction services to public agencies, including Caltrans, cities, counties, control surveys, and construction staking on countless and schools, as well as private development clients. Our senior projects throughout California. traffic engineering staff has a combined total of more than 40 years of experience. Their experience and diversity make QK's land surveying department supports projects by providing them helpful in all phases of a project, including preliminary the following services - planning, design, and construction management. Topographic Surveys • Boundary Surveys
Services include:
• Aerial Photo Control Surveys
Traffic Engineering • Signing
Design • Construction Control Staking
• Pavement
• Traffic Operations Delineation • Geodetic Control Surveys Analysis • Expert Witness
• Utility Location Surveys
• Transportation Testimony for
Studies Traffic-Related • ALTA Surveys
Matters • Right of Way Surveys and Maps
• Traffic Engineering
Reports Traffic Signal and • Cadastral Surveys
Traffic Signal
• Traffic Signal Design • Indian & Trust Surveying
System Evaluation
• Active Red Light Traffic • Horizontal/Vertical Control •
Transportation
Monitoring Facilities • Engineering Surveys
Plans
• Engineering and • CADD Services
Bicycle & Pedestrian Traffic Surveys
Facilities • Map Checking
(Speed Zone
Roundabouts Studies) • Legal Descriptions
• Neighborhood • On- and Off-Street • Delineation of Research Plots Traffic Calming Parking Analysis
- Spatial Reference Points
Studies
• Safe Routes to
School Parking Facilities
Design
• Roadway Lighting
• Traffic Control
• Ramp Metering
Device Assessments
• Sign Lighting
• Traffic Handling
800.955.7599 www.QKinc.com 11
PART A - SCOPE OF WORK
The consultant service in each category may include, but is not necessarily limited to, the scope outlined below. The City will select up to three (3) consultants from each category. The scope may expand based on the needs of the City.
General Civil Engineering:
1. Provide construction plans and specifications of various road projects.
2. Provide construction plans and specifications for various utility projects (i.e. water, sewer, storm, etc.).
3. Provide construction support/inspection on various projects.
4. Provide alignment studies and cost estimates.
Prepare application for various grants.
6 Prepare various studies that is related to roads, water, sewer, and storm drains.
7. Assist with regulatory compliance and negotiation with Federal, State, and other agencies as necessary.
8. Other tasks that may be requested by the City (i.e. Structural).
9. Manage sub-consultant to complete the projects (geotechnical, traffic, environmental, etc.)
Geotechnical Engineering and Construction Observation and Materials Testing Services Provide geotechnical analysis services, including conducting soil sampling, classification and soil permeability analysis.
2. Provide construction observation and material testing services in accordance with City of Merced Standards and Caltrans Test Methods.
3. Provide road treatment recommendations based on samples from the field including, but not limited to, Cement, Quicklime, and Quicklime+ applications.
4. Provide evidence of the possession of current Caltrans Certifications (Inspector, Tester, and Laboratory) for soil, concrete, and asphalt methods for Construction Observation and Materials Testing Services
Survey:
1. Prepare topographic and planimetric survey of proposed City projects, including all underground utility location(s) based on USA markings, digital terrain modeling for contour interpolation, profile, cross-section, and earthwork volume calculations Prepare drawings of the survey based on the latest AutoCAD version (2018 or newer).
3. Provide land records research for boundary determination of existing and proposed City properties and right-of-way.
4. Recover existing monuments, including monuments (section corners, etc.) property corners, right-of-way monuments, and benchmark.
5. Provide retracement surveys.
6. Re-establish lost or obliterated corners.
7. Re-establish control points.
8. Provide construction staking as needed.
9. Provide record filing including, but not limited to, corner records, record of survey, etc.
Traffic Engineer
1. Provide construction plans and specifications for traffic signals and phasing.
Prepare railroad pre-emption studies as necessary.
3. Provide transportation planning.
4. Prepare traffic safety and traffic studies.
5 Analyze traffic safety and traffic studies prepared by other consultants for development projects.
6. Conduct traffic counts and speed studies.
Coordinate with the California Public Utilities Commission (CPUC) and other agencies as necessary to obtain approval(s) for various projects.
8. Prepare pre-emption timing.
Traffic cards.
10. Signal coordination
11. Review Traffic studies for other developments
PART - B CONSULTANT REQUIREMENTS
All engineering plans (including structural and geotechnical), calculations, specifications, and reports (hereinafter referred to as "documents") shall be prepared by, or under the responsible charge of, a licensed engineer in the State of California and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as "Preliminary" , "Not for Construction", ", "For Plan Check Only", or "For Review Only". All engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal or stamp of the licensee and the date of signing and sealing or stamping. All final engineering calculations and reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. If engineering plans are required to be signed and sealed or stamped, and have multiple sheets, the signature, seal or stamp, and date of signing and sealing or stamping, shall appear on each sheet of the plans. If engineering specifications, calculations, and reports are required to be signed and sealed or stamped and have multiple pages, the signature, seal or stamp, and date of signing and sealing or stamping shall appear at a minimum on the title sheet, cover sheet, or signature sheet.
All survey work, including but not limited to topographic, planimetric, field survey, boundary survey, retrace, or installation of new monuments shall be conducted under the supervision of a licensed surveyor in the State of California. Interim documents shall include a notation as to the intended purpose of the document, such as "Preliminary", "Not for Construction", "For Plan Check Only", or "For Review Only". If any document requires signature, per Professional Engineer and Survey Act, the documents shall be signed and stamped by the supervising surveyor.
The Consultant's personnel shall be capable, competent, and experienced in performing the types of work in this Agreement with minimal instruction. Personnel skill level should match the specific job classifications, as set forth herein or in the Consultant's Cost Proposal and task complexity. The Consultant's personnel shall be knowledgeable about, and comply with, all applicable Federal, State, and local laws and regulations.
The Consultant is required to submit a written request and obtain the City's prior written approval for any substitutions, additions, alterations, or modifications to the Consultant's originally proposed personnel and project organization, as depicted on the proposed Consultant's Organization Chart or the Consultant's cost proposals. The substitute personnel shall have the same job classification, as set forth herein or in the Consultant's Cost Proposal not exceed the billing rate, and meet or exceed the qualifications and experience level of the previously assigned personnel, at no additional cost to the City.
The Consultant's personnel shall typically be assigned to and remain on specific City projects/deliverables until completion and acceptance of the project/deliverables by the City.
Personnel assigned by the Consultant shall be available at the start of a Task Order and after acceptance of the project/deliverable by the City.
After City approval of the Consultant's personnel proposal and finalization of a Task Order, the Consultant may not add or substitute personnel without the City's prior written approval.
Resumes or certification containing the qualifications and experience of the Consultant's and Sub- consultant's personnel, which include existing, additional, and substitute personnel, and copies of their minimum required certifications, shall be submitted to the City for review before assignment on a project. The resume and copies of current license or certification for each candidate must be submitted to the City within one (1) week of receiving the request.
The City reserves the right and may interview the Consultant's personnel for qualifications and experience. If it is deemed necessary to conduct an interview, the Consultant shall provide adequate qualified personnel to be interviewed by the City within one (1) week of receiving the request. If the City consents with the proposed, the Consultant's personnel shall be binding to the Consultant and its Sub-consultants.
The City shall evaluate the adequacy (quality and quantity) of the work performed by the Consultant's personnel, and determine whether the deliverables are satisfactory. The City may reject any Consultant's personnel if they do not meet the minimum qualifications. If at any time the level of performance is below expectations, the City may direct the Consultant to immediately remove their personnel from the project specified and request another qualified person be assigned as needed. The substitute personnel shall meet the minimum qualifications required by this Agreement for performance of the work as demonstrated by a resume and copies of current license or certifications submitted by the Consultant. Substitute personnel shall receive prior written approval from City. Invoices with charges for personnel not pre-approved by the City for work on the Agreement and for each task shall not be reimbursable.
The Consultant shall not remove or replace any existing personnel assigned to the project without the prior written consent of the City. The removal or replacement of personnel without the written approval from the City shall be violation of the Agreement and may result in termination of the Agreement.
When assigned consultant personnel are on approved leave and when required by the City, the Consultant Contract Manager shall provide a substitute employee until the assigned employee returns to work from the approved leave. The substitute personnel shall have the same job classification, as set forth herein or in the Consultant's Cost Proposal, not to exceed the billing rate and meet or exceed the qualifications and experience level of the previously assigned personnel, at no additional cost to the City. Substitute personnel shall receive prior written approval from the City to work on this Agreement.
Other project personnel not identified on the Consultant's cost proposal, including, but not limited Tase Orders. The Crity shrior write larsal is required ate all personal not identred on nee Consultant's organization chart or the Consultant's cost proposals before providing services under this Agreement.
For all civil related work, the Consultant contract manager and/or project manager shall be a California State Board for Professional Engineers,
during the Agreement period for each project.
For all survey related work, the Consultant contract manager and/or project manager shall be a Licensed Registered Land Surveyor in the State of California, be in good standing with the California State Board for Professional Engineers and Land Surveyors at all times during the duration of this Agreement period for each project.
In addition to other specified responsibilities, the Consultant contract manager shall be responsible for all matters related to the Consultant's personnel, Sub-consultants, Construction Materials Sampling and Testing Services work, and Consultant's and Sub-consultant's operations including, but not limited to, the following:
1. Ensuring that deliverables are clearly defined, acceptance tested and that criteria are specific, measurable, attainable, realistic and time-bound; and that the deliverables satisfy the acceptance tests and criteria.
2. Supervising, reviewing, monitoring, training, and directing the Consultant's and Sub- Consultants' personnel.
3. Assigning qualified personnel to complete the required Task Order work as specified on an "as-needed" basis in coordination with the City.
4. Administering personnel actions for Consultant personnel and ensuring appropriate actions taken for Sub-consultant personnel.
5. Maintaining and submitting organized project files for record tracking and auditing.
Developing, organizing, facilitating, and attending scheduled coordination meetings, and preparation and distribution of meeting minutes.
7. Implementing and maintaining quality control procedures to manage conflicts, insure product accuracy, and identify critical reviews and milestones.
Assuring that all applicable safety measures are in place.
9. Providing invoices in a timely manner and providing monthly Agreement expenditures.
10. Reviewing invoices for accuracy and completion before billing to the City.
11. Managing Sub-consultants.
12. Managing overall budget for Agreement and provide report to the City.
13. Monitoring and maintaining required DBE/LBE involvement.
14. Ensuring compliance with the provisions in this Agreement and all specific Task Order requirements.
15. Monitor the health and safety of personnel working in a hazardous environment in accordance with all applicable Federal, State, and local regulations.
16. Knowledge, experience, and familiarity with prevailing wage issues and requirements in State of California.
Provide knowledge, experience, certifications for testers and laboratory, and familiarity Quality Control and Quality Assurance (QC/QA) for California Test Methods and laboratory.
18. Experience and capable in the review of the test reports within a reasonable time-frame of the completion of the tests to avoid delay of the field construction operation.
EXHIBIT B
Exhibit 10-H4
Local Assistance Procedures Manual Cost Proposal for f'esirects will Previoling Magre
CITY OF MERCED - ON-CALL SURVEY
EXHIBIT 10-H4 COST PROPOSAL FOR CONTRACTS WITH PREVAILING WAGES Please Note: Consultant completes all items in yellow highlight ACTUAL COST PLUS FIXED FEE SPECIFIC RATES OF CONPENSATION AND COST PER UNIT OF WORK CONTRACTS CONSULTANT. SUB LIST ONE CA THE ABOVL LESTEO CONTRACT TISES PROJECT NO. CONTRACTMO. DATE 8:202 Prime consultents Pertcomes tresum 1 189.12%
3440= 38 10%
he PW dierentals Octa Bese and Deld feige shown the formulas adore lenaded Balp Rate are apocatle ory when pertormang serves covered under Ost germans ens Harro DELTA (TOTAL) •
very year over your Eraployao Tolal Roto - DIR OUR Rato. Erpicyte Base Loaded Hourty Bhling Rates Name Cursacalon Bas S0ory
Take Oice 4130:12507 3: 15000
$282 85
OFFICE 50000 NA NA IN'A $291 35 :E
Principal in Charge 30.00 $300 D9 300%
: 9302024
Non Prevaing Wiege lon
Exempl
Spancer Supinger. PE 9/30.2022 30.00 $0.00
2T706 Oleve 300%
Sorror Projeci Manager 50 co
220022 100%
laves
Man-Prending Wage Work
OFFICE 10:12021 $0 00 30 00 50. 00
30.00 50 00 300% ≤ 57.34
jen or Surveyor 250.2922
10 1 202 50.00 300%
Non-Proving Wage Wore
joceiyn Corea, PLS
OFFICE 10-1.2021 W302024
Senor Aeroiate Suneyor 930 2023 30.00
9430 2024 SO CO SO co 5000
Tharena Foster, PeS
SoC 30.00
OFFICE 3000 NIX NA NA I NUR NA
Sonor Survayor 10/1.2022 $/30.2023
10:1.2023 30 00
Sector CADD Technicien
OFFICE 10:1.2021 230:2022 SO C SOC 4000
a ma ma ma un 559 E3241 | 300%
10:1:2022 309%
8302024 $0.00 $0.00
06v6s
OFFICE Me ma ma ma we 105 30 35 10: 10 30-31
IlI 30 O 30 0 50.00
$000 $0 00
Associate CADD 10-30
OFFICE $0 00 30000 NA =BB21E
9:30:2024 3000 SO 00 80 00
10: 772025
(Non-Exempl)
Associate Surveyor 50 00 $0.00 So C 3049
930:2022 50 00 3000 NA NA NA EBE 2:3
10: 1:2023 300202 50 00
Nor Prevaling Wage Work
(Non-Cumpl)
Assincant Surveyor 50 00 22.30
OFFICE 0.1.602 2:30.2022 $0 00 N'A
10.1.2022 2/30.2029 30 00 3000 $0 00
Non-Paraing Wago Work
For Hon-Exempt Employeus: Queng result mor day, octuclarei tme not lo picsed 3 hours in ary che cay of coe way havel de cole al lul ramal (reited as i e misculhe aspi celon df tho i sX os 2 0X mulipier lor Grotamo os folion Eshibit 10-18
Local Assistance Procedures Manual Cost Proposal for Contracis mith Presialeg Warts
CITY OF MERCED - ON-CALL SURVEY
EXHIBIT 10-H4 COST PROPOSAL FOR CONTRACTS WITH PREVAILING WAGES Please Nole: Consultani completes all ilems in yetow higheghi ACTUAL COST PLUS FIXED FEL: SPECHI RATES OF COMPENSATION AND COST PER UNT OF WORK CONTRACTS CONTRACT NO. DATE
Personnel DELTA (Empiayen - DIe)
Fans Ofico 15O1
Party Chiat FIELO 26.2 4536
6206000 S46 34 SeE 54 BEBEE
Merced Courry Proveng 10:12023 $3=.16 SAT 78
Pteralng Waço won
Men-Exemes.
$29 98 3137 68 516249 5187 3
FELO 622.49 $30 79
Herced County Prenting $294 330 79
351 r9 $2864 $3102 316007
300066 21600 053W0 :
locos Councytenang 38: 79 513143 533 09 $33 09 $53 09 13 F=: $15B 12 308 20 13501535 01 83501 3000 33501| 53501 $35 01 3707: 300° FELD • 90 0
1015 302223223. 513102
313142 se: sir
bunmar BELO 3976 30.8
Vercor Cany Prenana $7582 50165 22.01 $30 19
59769 528.64 52864 32864 591 62) $3162 $31 62 1s1iv •50s 231 •314: 0. chainmen HELO $9T8 5939 45 34 " 34007- 507 3218 =
Narced Courty Prenarn, 102510 13210 $35 99 SEE255B
$7582 59/64 $29.71 $2921$29/1 $2.15 336 00 1
FELO 397.65 5119 48 110 a.
1202362 !! 837 55 825 64 83u 19. •8:211 :85:8 BEE
875, 92 $23.34 52334 52334 8236 $26 32 24930 • 549 !
101/2021 32. 6 51383 9918: $11948 12 30 3250 8322 53079 $3019 $27-32
87.3 $32.16 37382 877% $2840 314. =15
alad Cany Arrang SA7.31 $T3 62 $29.25 $122 $3247 $32 47 $3247 Presen Was on
January 2018
JaN 1011
CITY OF MERCED - ON-CALL SURVEY EXHIBIT 10-H4 COST PROPOSAL FOR CONTRACTS WITH PREVAILING WAGES ACTUAL COST PLUS FIXED FEE: SPECIFIC RATES OF COMPENSATION AND COST PER UNIT OF WORK CONTRACTS PRIME X Sua CONTRACT TYPE See His l Comprane LIST ONE ON THE ABOVE L SIED CONTRACT TONS CONSULTANT Luis hired is coach
CONTRACT NO. DATE Total Other Direct Cosle Amount 5
PROJECT NO.
SCHEDULE OF OTHER DIRECT COST ITEMS
Qued Koopt Ine, dha OK
DESCRIPH DE 1502
A Reudumm
8S far
Please Note: Consultant completes all applicable items and deletes what is not appicable federa Gen Stace Got and lace Gort Agory and not, ust wren the chert we coy toe thom an a chaki cos Attachment E
Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CONSULTANT ANNUAL CERTIFICATION OF
INDIRECT COSTSAND FINANCIAL MANAGEMENT SYSTEM
(Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required.) Consultant's Full Legal Name: Quad Knopf, Inc., dba QK
Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries.
Indirect Cost Rate:
Combined Rate 189.12 % OR
Home Office Rate. _% and Field Office Rate (if applicable).
Facilities Capital Cost of Money _% (if applicable)
Fiscal period * 01/01/2019 - 12/31/2019
* Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant.
I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that:
• All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31;
• The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally- funded A&E Consultant Contracts.
• All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification.
1 am providing the required and applicable documents as instructed on Exhibit 10-A.
Financial Management System:
Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23.
United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d): 23 CFR, Chapter 1, Part 172.11 (aX2); and all applicable state and federal rules and regulations.
Our financial management system has the following attributes:
• Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost
March 2018
Attachment E
Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System accounts;
• Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts:
I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following:
• Sanctions and Penalties - 23 CFR Part 172.11(c)(4)
False Claims Act - Title 31 U.S.C. Sections 3729-3733
• Statements or entries generally - Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031
AILA&E. Contract Information:
• Total participation amount $ 5,000,000 est. on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is 1 • Years of consultant's experience with 48 CFR Part 31 is 14 • Audit history of the consultant's current and prior years (if applicable) • Cognizant ICR Audit • Local Gov't ICR Audit • Caltrans ICR Audit • CPA ICR Audit Federal Gov't ICR Audit
1, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans.
Name**: Amber Aguayo Title**: CFO/COO
Signature: _ Date of Certification (mm/dd/yyyy): 08/03/2021 Email**: [email protected] Phone Number**: 559.733.0440 *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President, :
hief Financial Officer, or equivalent, who has authority to represent the financial information used to establish the indirect cost rate Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-K forms.
Caltrans will not process local agency's invoices until a complete Exhibit 10-K form is accepted and approved by Caltrans Audits and Investigations.
Distribution: 1) Original - Local Agency Project File
2) Copy - Consultant
3) Copy - C'altrans Audits and Investigations
March 2018
Quad Knopf, Inc.
Statement of Direct Labor, Fringe Benefits and Other Indirect Costs - Total
Costs Unallowabie FAR proposed
Labor - Direct $4,861,869 $341,827 10&11. 55,203,696
Fringe benefits
Health insurance $851,794 = $851,794
Paid time off 1,019.951 1,019,951
Payroll taxes 763.911 763,911
Retirement plan 186,225 186,225
Other - 11.486 11,486
Total fringe benefits 2,833,367 - 2,833,367 54.45%
Other indirect costs
Labor - Indirect 3,365,39: (8341,827) 10&11 3,023,565 58.10% Incentive Compensation 1,004,74 (563,733) 441,008
Bad debts 9,999 69,999) 2
Data processing 331,628 331,528
Depreciation and amortization 415,696 415,696
Donations and contributions 18,295 18,295) 3
Insurance 240,629 240.629
interest 91,945 91945) 4 90,805
Maintenance 90,805
Marketing 104.267 ( 104,267) 1.147
Miscellaneous 24.232 (' 32345)
Occupancy 882,983 795,139
Office supplies and equipment 205.861 205,861
Postage, shipping and delivery 15,760 15,760
Printing and reproduction 1,852 1,852
Professional and consulting 486,516 486,516
Survey supplies 61,663 61,663
Taxes, licenses and filing fees 126,082 ( 52.700) 73,382 Telephone 205,362 = 205,362
Training and professional education 178.234 178,234
Auto, travel and meals 383,029 ( 70,193) 5 312,836
Utilities 126,845 126,845
Total other indirect costs - 8,371,816 (1,363,888) 7,007,928 76.57% Total indirect costs S11.205,183 ($1,363,888) S9,841,295 Indirect rate
Indirect expenses - Total $9,841,295
Labor - Direct $5,203,696
Indirect cost rate 189.12% 189.12%
Federal Acquisition Regulations
1 - 31.205-1(f) Public relations and advertising costs
2 - 31.205-3 Bad debts
3 - 31.205-8 Contributions or donations
4 - 31.205-20 Interest and other financial costs
5 - 31.205-14 Entertainment costs
6 - 31.205-7 Contingencies
7 - 031.205-41(b)(1) Federal income and excess profits taxes 8-31.205-6(a)(6)(i)(B): Owners' compensation in excess of reasonable amount is disallowed (distribution of profits). 9 - 31.205-36(b)(3) Common Control & Cost Ownership
10 - Uncompensated Overtime calculated based upon Salary Variance Method ($217,392) 11 - Prevailing Wage Delta included in direct labor total $124.445 901 East Main Street | Visalia, CA 93292
QKI
August 3, 2021
RE: Caltrans ICR Acceptance ID for ICR FYE Proposed
Quad Knopf, Inc. (dba D2020-0697 1/1/19-12/31/19
QK)
ENGINEERING DESIGN & SURVEY & GIS URBAN DESIGN & PLANNING BIOLOGY & CONSTRUCTION MGMT LANDSCAPE. ARCHITECTURE ENVIRONMENTAI PERMITTING 901 East Main Street | Visalia, CA 93292
QKI
August 3, 2021
RE: Prevailing Wage Policy
DIR # 1000002214, Expires 06/30/2022
The following outlines Quad Knopf, Inc., dba QK accounting treatment for prevailing wage deltas. • QK performs field surveying which is subject to payment of prevailing wages. • QK pays the delta base directly to the employee, and pays the delta fringe to affected employees to third party plan(s).
• QK accounts for the prevailing wage delta base as direct labor costs. • QK accounts for the prevailing wage delta fringe as direct labor costs. • The effect on our most recently completed indirect cost rate (Fiscal year 2019) was additional direct labor costs of $124,435.
Amber Aguayo
Chief Financial Officer
ENGINEERING DESIGN & SURVEY & GIS URBAN DESIGN & PLANNING BIOLOGY & CONSTRUCTION MGMT. LANDSCAPE ARCHITECTURE ENVIRONMENTAL PERMITTING 2021 CHARGE RATE SCHEDULE
QKI CITY OF MERCED ON-CALL SURVEY
Current
TECHNICAL SERVICES
Project Assistant $69 / hour
Project Administrator $92 / hour
Assistan: CADD Technician/Designer /GIS Techniciar $87 / hour Associate CADD Technician/Designer /GIS Analys: $102 / hour Senior Associate CADD Technician/Designer/ GIS Analyst $118 / hour Senior CADD Technician/Designer /GIS Analyst $133 / hour Landscape Architect Technician $102 / haur
PROFESSIONAL SERVICES
Engineering
Assistant Engineer $115 / hour
Associate Engineer $145 / hour
Serior Associate Engineer nay / 0215
Senior Engineer / City Engineer / District Engineer $199/hour Principal Engineer $250 / hour
Planning / Environmental / Landscape Architecture
Assistant Environmental Scientist $80 / hour
Assistant Planner $90 / hour
Associate Planner/Environmental Scientist $105 / hour
Senor Associate Environmental Scientist $130 / hour
Sensor Associate Planner $130 / hour
Sen.or Environmental Scientis: $155 / hour
Senior Pianner/ Landscape Architect $155 / hour
Principal Planner/Environmental Scientist
Senior Principal Planner/Environmental Scientist $195 / hour Construction and Project Management
Field Construction Observer $118 / hour
Sen:or Field Construction Observer $138 / hour
Assistant Construction/Project Vanager $110 / hour
Assaciate Construction/Project Manager $129 / hour
Project Manager S133 / hour
Senior Associate Construction/Projec: Manager $148 / hour Senicr Construction/Project Manager $170 / hour
Principal Construction/Project Manager $185 / hour
Surveying
Assistant Surveyor $102 / hour
Assoc ate Surveyor $116 / hour
Senior Associate Surveyor $145/hour
Senior Surveyor $170 / hour
One-Person Survey Crew $140 / hour
Two-Person Survey Crew $225 / hour
Three-Person Survey Crew $275/hour
UAV Pilot $156 / hour
UAV Flight Observer $116 / hour
Fees are based on the median hourly pay rate for employees in each classification, plus indirect costs, overhead, and profit ExPENSES
Plotting, Printing and Reproduction, Equipment Rental, Postage and Shipping 110 x Cost Transportation and per diem (OK will provide dosumented evidence of business trave trave! outside of work areas shall be pre-approved by Clent) 110 x Cost Mileage IRS Rate
Other Expenses - Including Subconsultants & Purchased Services through Subcontracts 110x Cost Rates are effective through Dece Tiber 31, 2021. If contract assignment extends beyond that date, a new rate schedule may be added to the contrac! Expert Witness/ Litigation support w.ll be billed as quoted.
Rates based on "Prevailing Wage (PW) for Construction Survey ny will be cetermined by project and County per California law. 38/03/202:
EXHIBIT C
Dept. Head Sig.:
Due Date:
EXHIBIT C Return to:
City of Merced
Authorization of Services Agreement
Name of City Contact Phone Ext.
Usiness License (2)* Bonds (6)*
hakorkers' Compensatiop (IA) Prevailing Wages (LS) *
Consultant: Proposal/Quote
3. Total Amount $
By completing and executing this document, Consultant agrees to be bound to the Terms and Conditions attached hereto and incorporated by reference, any additional terms and conditions found on the Purchase Order, and any other terms and conditions imposed by the City and attached hereto or in the Mereed Municipal Code, and makes the City an offer for the above-mentioned services at the above-mentioned price. This agreement is not binding on the City until executed by the City Manager, or his/her designee, and a Purchase Order is issued to Consultant. Any terms and conditions proposed by Consultant shall not be binding upon the City unless expressly agreed to in writing by the designated representative of the City.
The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
Consultants
Print Name Name of Business Entity
Date
Signature Phone No.
License No.:
Position/Title (If Applicable)
X:lAgreements\Engineering\2021\Exhibit C to PSA for On Call Services.docx
EXHIBIT C
City of Merced
Authorization of Services Agreement
TERMS AND CONDITIONS FOR
SERVICES CONTRACTS
THESE TERMS AND CONDITIONS, ("Terms and Conditions") are made and entered into on the date shown on the attached Statement of Services, by and between the City of Merced, a California Charter Municipal Corporation, ("City") and the Consultant, Vendor, Contractor, or Person, ("Contractor") shown on the Authorization for Service Agreement. These Terms and Conditions, Authorization for Service Agreement, and the Consulting and Professional Services Contract shall herein be collectively referred to as the "Agreement." Any words that Consultant adds to the Agreement or any form that Consultant uses in the course of business will not change or supersede these Terms and Conditions. The City must agree, in writing, to any change in terms and conditions.
The City's acceptance of any work or services is not an acceptance of Consultant's conflicting terms and conditions should such exist.
1. CONTRACTOR'S SERVICES. Contractor shall, at its own cost and expense and as authorized and directed by the City, provide the personnel, supervision, equipment, supplies, services, administration, transportation, and other needs to complete the work described in the Authorization for Service Agreement and the City's Purchase Order, which is hereby incorporated and made a part of these Terms and Conditions, within the agreed upon time schedule and budget. The Contractor is responsible for obtaining and administering the employment of personnel having the training, experience, licenses, and other qualifications necessary for the work assigned. All project-related costs shall be assumed and paid by the Contractor. These Terms and Conditions and Purchase Order provide the exclusive means of payment and reimbursement of costs to the Contractor by the City.
Such work shall include the following:
a. The Contractor shall perform the services as described in the Statement of Services and Purchase Order in full compliance with these Terms and Conditions and adopted City policies and guidelines as provided to the Contractor, and in compliance with all other applicable laws and regulations.
b. The Contractor shall perform all services and prepare all documents in professional form, exercising the special experience, skill, and education required for such service.
C. The Contractor shall provide finished documents of presentation quality that evidence the highest standards of investigation, professional review, public participation, and presentation.
2. SCHEDULE OF PERFORMANCE AND BUDGET. The Contractor shall satisfactorily perform the services described in the Statement of Services and Purchase Order within the Time Schedule stated or agreed to between the Contractor and the City. The Contractor shall review the remaining work and remaining budget at least monthly (or at such other interval as directed by City staff) and shall confirm that completion may be expected within the budget approved or, in the X: \Agreements Engineering|2021 Exhibit C to PSA for On Call Services. docx
EXHIBIT C
City of Merced
Authorization of Services Agreement
alternative, give immediate notice when it shall first appear that the approved budget will not be sufficient, together with an explanation for any projected insufficiency.
The Contractor shall immediately inform the City of any problems, obstructions, or deviations of which the Contractor becomes aware affecting Contractor's ability to complete the project in a timely, efficient, and competent manner.
RISK OF LOSS PRIOR TO FINAL ACCEPTANCE. Risk of loss from total or partial destruction of the work, prior to final acceptance, shall be borne by Contractor regardless of the cause.
Contractor shall repair or replace such damages or destroyed work to its prior undamaged condition before being entitled to additional progress payments or final payment. Total or partial destruction or damage shall not excuse Contractor from completion of work.
4. COMPENSATION. Payment by the City to the Consultant for actual services rendered shall be made upon presentation of an invoice detailing services performed and authorized.
5. PERMITS AND LICENSES.
a. Contractor shall apply for and procure permits and licenses necessary for the work. b. Contractor shall give notices necessary and incidental to the due and lawful prosecution of the work and shall comply duly with the terms and conditions of permits and licenses. c. Contractor shall pay charges and fees in connection with permits and licenses.
X: \Agreements Engineering\2021 Exhibit C to PSA for On Call Services. docx