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HomeMy WebLinkAboutContract 1784Cathedral City DESIGN PROFESSIONAL: PROFESSIONAL SERVICES AGREEMENT CONTRACT AMENDMENT CITY PROJECT NO. 6514 FEDERAL AID PROJECT NO. HSIPLN 5430(033) TRAFFIC SIGNAL IMPROVEMENTS (HSIP CYCLE 8) ALBERT A. WEBB ASSOCIATES Attention: Bruce Davis, P.E., Sr. VP 3788 McCray Street Riverside, CA 92506 CONTRACT AMENDMENT NO. 1 ******************************************************* ** Pursuant to the terms of the original Professional Services Agreement, you are hereby directed to make the herein described changes or do the following described work not included in the original scope of work for this Contract. Unless otherwise stated all work shall conform to the terms, general conditions, and special provisions of the Contract. ********************************************************* DESCRIPTION OF CHANGE SECTION 1. TERM OF AGREEMENT Delete: "the Term of the Agreement is for nine months" Add: "the Term of the Agreement is for eighteen months" SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE (a): Delete "the design of Street improvement for CIP 8659 — Vista Chino East and C1P8660 — Vista Chino West." FEDERAL PROVISIONS Add the following Federal Provision Articles: V, VII, IX, X, XI, XIII, XIV, XV, XVI, XVII ARTICLE V ALLOWABLE COSTS AND PAYMENTS A. Design Professional will be reimbursed for hours worked at the hourly rates specified in Design Professional's Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Contract. B. In addition, Design Professional will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal. 1 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A, Design Professional 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 cost allowability of individual items. B. Design Professional also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Design Professional that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to LOCAL AGENCY. ARTICLE IX AUDIT REVIEW PROCEDURES A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by City's Chief Financial Officer. B. Not later than 30 days after issuance of the final audit report, Design Professional may request a review by City's Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Design Professional from full and timely performance, in accordance with the terms of this contract. D. Design Professional and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Design Professional's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. The contract, cost proposal, and ICR shall be adjusted by Design Professional and approved by City's contract manager to conform to the audit or review recommendations. Design Professional agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by City at its sole discretion. Refusal by Design Professional to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs. ARTICLE X SUBCONTRACTING A. Nothing contained in this contract or otherwise, shall create any contractual relation between City and any subconsultant(s), and no subcontract shall relieve Design Professional of its responsibilities and obligations hereunder. Design Professional agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Design Professional. Design Professional's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Design Consultant. B. Design Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by City's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. Design Professional shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Design Professional by City. 2 x. D. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by City's Contract Administrator prior to the start of work by the subconsultant(s). ARTICLE XI EQUIPMENT PURCHASE A. Prior authorization in writing, by City's Contract Administrator shall be required before Design Professional enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or Design Professional services. Design Professional shall provide an evaluation of the necessity or desirability of incurring such costs. B. For purchase of any item, service or consulting work not covered in Design Professional's Cost Proposal and exceeding $5,000 prior authorization by City's Contract Administrator; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "Design Professional 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 contract, or if the contract is terminated, Design Professional 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 Design Professional elects to keep the equipment, fair market value shall be determined at Design Professional's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by City and Design Professional, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. ARTICLE XIII CONFLICT OF INTEREST A. Design Professional shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this contract, or any ensuing City construction project. Design Professional shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing City construction project, which will follow. B. Design Professional 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 contract. C. Design Professional hereby certifies that neither Design Professional, nor any firm affiliated with Design Professional will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint -ownership, or otherwise. D. Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION Design Professional warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay 3 Y only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL FUNDS FOR LOBBYING A. Design Professional certifies to the best of his or her knowledge and belief that: 1. No state, federal or local agency appropriated funds have been paid, or will be paid by -or -on behalf of Design Professional 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; Design Professional shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 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 Tess than $10,000 and not more than $100,000 for each such failure. C. Design Professional also agrees by signing this document 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. ARTICLE XVI STATEMENT OF COMPLIANCE A. Design Professional's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Design professional has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Contract, Design Professional and its subconsultants 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. Design Professional and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Design Professional and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a -f) et seq.) and the 5applicable regulations promulgated there under (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 Contract by reference and made a part hereof as if set forth in full. Design Professional and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Design Professional shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation —Title 49 Code of Federal Regulations, 4 Part 21- Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. The Design Professional, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Design Professional shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Design Professional shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION A. Design Professional's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Design Professional has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. B. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining Design Professional's responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. APPROVED BY: Charles P. McClendon, City Manager ACCEPTED BY: B Ce Davis, P.E., Senior Vice President 5