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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY,CALIFORNIA
AND
KOA CORPORATION
This Agreement for Design Professional Services ("Agreement") is entered into as of June 9,
2021 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City")
and KOA Corporation, a California Corporation ("Design Professional"). City and Design Professional
are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as
the "Parties."
RECITALS
A. City has sought, by request for proposals, the performance of the engineering services
defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a proposal for the performance of the
services defined and described particularly in Section 2 of this Agreement, was selected by the City to
perform those services.
C. Design Professional was selected by the City on the basis of Design Professional's
demonstrated competence and the professional qualifications necessary for the satisfactory performance of
the services required.
D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into
this Design Professional Services Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Design Professional for performance of
those services defined and described particularly in Section 2 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE,in consideration of the mutual promises and covenants made by the Parties
and contained here and other consideration,the value and adequacy of which are hereby acknowledged,the
Parties agree as follows:
1. TERM OF AGREEMENT.
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement,the Term
of this Agreement is for two(2)years.
2. SCOPE OF SERVICES& SCHEDULE OF PERFORMANCE.
Scope of Services. Design Professional agrees to perform the services set forth in Exhibit "A"
"Scope of Services"(hereinafter,the"Services")and made a part of this Agreement by this reference.
Schedule of Performance. The Services shall be completed pursuant to the schedule specified in
Exhibit"A." Should the Services not be completed pursuant to that schedule,the Design Professional shall
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be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce
the Default provisions of this Agreement and may instead allow Design Professional to continue performing
the Services.
3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in connection with its
performance of this Agreement that are in addition to or outside of the Services unless such additional
services are authorized in advance and in writing in accordance with Section 27 "Administration and
Implementation" or Section 29 "Amendment" of this Agreement. If and when such additional work is
authorized, such additional work shall be deemed to be part of the Services.
4. ALLOWABLE COSTS AND PAYMENTS
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the
CONSULTANT's approved Cost Proposal. The specified hourly rates shall include direct salary
costs,employee benefits,prevailing wages, employer payments,overhead,and fee. These rates are
not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be
reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of
itemized invoices in duplicate.
B. In addition,CONSULTANT will be reimbursed for incurred(actual)direct costs other than salary
costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the
executed Task Order.
C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.
D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY,
LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will
identify the scope of services, expected results, project deliverables,period of performance,project
schedule and will designate a LOCAL AGENCY
g ProjectCoordinator. The draft Task Order will be
delivered to CONSULTANT for review.CONSULTANT shall return the draft Task Order within
ten(10)calendar days along with a Cost Estimate, including a written estimate of the number of
hours and hourly rates per staff person,any anticipated reimbursable expenses, overhead, fee if any,
and total dollar amount. After agreement has been reached on the negotiable items and total cost;
the finalized Task Order shall a 1 be signed by both LOCAL AGENCY CY and CONSULTANT.
E. Task Orders may be negotiated for a lump sum (Firm Fixed Price)or for specific rates of
compensation,both of which must be based on the labor and other rates set forth in
CONSULTANT's approved Cost Proposal.
CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including,
but not limited to,base hourly rates and employer payments as determined by the Department of
Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including
escalations that take place during the term of the AGREEMENT.
F. Reimbursement for transportation and subsistence costs shall not exceed State rates.
G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall
obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone
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cost estimate from the Contract Administrator before exceeding such estimate.
H. Progress payments for each Task Order will be made monthly in arrears based on services provided
and actual costs incurred.
I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has
been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL
AGENCY'S Contract Administrator. No payment will be made prior to approval or for any work
performed prior to approval of this AGREEMENT.
J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an
authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and
work shall not commence until a Task Order for that project has been executed by LOCAL
AGENCY.
K. CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S
Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are
required for all work performed under each Task Order. Invoices shall be submitted no later than
thirty(30)calendar days after the performance of work for which CONSULTANT is billing, or upon
completion of the Task Order. Invoices shall detail the work performed on each milestone,on each
project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and
shall reference this AGREEMENT number,project title and Task Order number. Credits due
LOCAL AGENCY that include anyequipment q pment p urch
ased under theP rovisions of Article XI
Equipment Purchase,must be reimbursed byCONSULTANTprior to the expiration or termination
P
of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at
the following address:
John A Corella, P.E.
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task
Order. No Task Order will be written which extends beyond the expiration date of this
AGREEMENT.
M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the
amount agreed to in the Task Order,unless authorized by amendment.
N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in
a Task Order, no payment will be made until the deliverable has been satisfactorily completed.
O. Task Orders may not be used to amend the language(or the terms)of this AGREEMENT nor to exceed
the scope of work under this AGREEMENT.
P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT
shall not exceed$400,000.00. It is understood and agreed that there is no guarantee,either expressed
or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.
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5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional's work under this Agreement,
either during performance or when completed. City shall reject or fmally accept Design Professional's
work within sixty(60)days after submitted to City. City shall reject work by a timely written explanation,
otherwise Design Professional's work shall be deemed to have been accepted. City's acceptance shall be
conclusive as to such work except with respect to latent defects,fraud and such gross mistakes as amount
to fraud. Acceptance of any of Design Professional's work by City shall not constitute a waiver of any of
the provisions of this Agreement including, but not limited to, Section 17 "Indemnification"and Section
18"Insurance."
6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes,
computer files,files and other documents prepared,developed or discovered by Design Professional in the
course of providing the Services pursuant to this Agreement shall become the sole property of City and
may be used,reused or otherwise disposed of by City without the permission of the Design Professional.
Upon completion,expiration or termination of this Agreement,Design Professional shall turn over to City
all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes,
computer files,files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps,
models,designs,drawings,photographs,studies,surveys,reports,data,notes,computer files,files or other
documents prepared, developed or discovered by Design Professional in the course of providing the
Services pursuant to this Agreement, Design Professional's guarantees and warranties in Section 9
"Standard of Performance;Familiarity With Work"of this Agreement shall not extend to such use of the
maps, models, designs, drawings, photographs, studies, surveys, reports, data,notes, computer files, files
or other documents.
7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT,
Subconsultants,and LOCAL AGENCY shall maintain all books,documents,papers,accounting records,
Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the
performance of the AGREEMENT including, but not limited to, the costs of administering the
AGREEMENT. All parties, including the CONSULTANT's Independent CPA, shall make such
workpapers and materials available at their respective offices at all reasonable times during the
AGREEMENT period and for three (3)years from the date of final payment under the AGREEMENT.
LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal
government having jurisdiction under Federal laws or regulations(including the basis of Federal funding
in whole or in part) shall have access to any books, records, and documents of the CONSUTANT,
Subconsultants,and the CONSULTANT's Independent CPA,that are pertinent to the AGREEMENT for
audits,examinations,workpaper review,excerpts,and transactions,and copies thereof shall be furnished
if requested without limitation.
8. INDEPENDENT CONTRACTOR.
Design Professional is and shall at all times remain a wholly independent contractor and not an
officer,employee or agent of City. Design Professional shall have no authority to bind City in any manner,
nor to incur any obligation,debt or liability of any kind on behalf of or against City,whether by contract or
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otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly
conferred in writing by City.
The personnel performing the Services under this Agreement on behalf of Design Professional shall
at all times be under Design Professional's exclusive direction and control. Neither City, nor any elected
or appointed boards, officers,officials,employees or agents of City,shall have control over the conduct of
Design Professional or any of Design Professional's officers, employees, or agents except as set forth in
this Agreement. Design Professional shall not at any time or in any manner represent that Design
Professional or any of Design Professional's officers, employees, or agents are in any manner officials,
officers,employees or agents of City.
Neither Design Professional,nor any of Design Professional's officers,employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's
employees. Design Professional expressly waives any claim Design Professional may have to any such
rights.
9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
Design Professional represents and warrants that it has the qualifications,experience and facilities
necessary to properly perform the Services required under this Agreement in a thorough, competent and
professional manner. Design Professional shall at all times faithfully, competently and to the best of its
ability,experience and talent,perform all Services. In meeting its obligations under this Agreement,Design
Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons
engaged in providing services similar to the Services required of Design Professional under this Agreement,
and shall use such skill, prudence, and diligence as other members of Design Professional's profession
commonly possess and exercise. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth in Exhibit "A"
"Scope of Work"that shall also be applicable to Design Professionals work under this Agreement. Where
there is a conflict between a general and a specific standard of performance or performance criteria, the
specific standard or criteria shall prevail over the general.
Design Professional warrants that(1)it has thoroughly investigated and considered the work to be
performed, (2) it has investigated the issues, regarding the scope of services II g g to be provided,Pp , (3) rthas
carefully considered how the work should be performed, and (4) it fully understands the facilities,
difficulties and restrictions attending performance of the work under this Agreement.
10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Design Professional shall keep itself informed of and comply with all applicable federal,state and
local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement.
Design Professional shall obtain any and all licenses,permits and authorizations necessary to perform the
Services set forth in this Agreement. Neither City,nor any elected or appointed boards,officers,officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design
Professional to comply with this section.
11. PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR
LOBBYING
A. The CONSULTANT certifies,to the best of his or her knowledge and belief,that:
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1. No State, Federal,or LOCAL AGENCY appropriated funds have been paid or will be paid,by or
on behalf of the CONSULTANT,to any person for influencing or attempting to influence an officer
or employee of any local,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 or making of this AGREEMENT, or with
the extension,continuation,renewal,amendment,or modification of this 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 agency, a Member of Congress,
an officer or employee of Congress,or an employee of a member of Congress in connection with this
AGREEMENT, the CONSULTANT 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 31 U.S.C. §1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than ten thousand dollars($10,000)and not
more than one hundred thousand dollars($100,000)for each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require that the
language of this certification be included in all lower tier subagreements,which exceed one hundred
thousand dollars($100,000),and that all such subrecipients shall certify and disclose accordingly.
12. PREVAILING WAGE LAWS.
A. Covenant to Comply. Consultant covenants that it shall fully comply with all applicable
federal and state labor laws(including,without limitation,if applicable,the Prevailing Wage Laws).
For purposes of this Section 25(a) only, the term "subcontractors" shall not include suppliers,
manufacturers, or distributors. Consultant further covenants that it shall take all practicable steps
to ensure that its subcontractors comply with Prevailing Wage Laws if applicable to work
performed by subcontractors. References to "Covered Services" hereinafter shall designate such
Services as are subject to Prevailing Wage Laws.
B. Payroll Records. Consultant and all subcontractors performing Covered Services shall keep an
accurate payroll record, showing the name, address, social security number, job classification,
straight time and overtime hours worked each day and week, and the actual per diem wages paid
to each journeyperson, apprentice, or other employee. All payroll records shall be certified as
being true and correct by Consultant or the subcontractors performing Covered Services keeping
such records; and the payroll records shall be available for inspection at all reasonable hours at
Consultant's principal office.
C. Subcontracts. Any subcontract entered into as a result of this Agreement if for more than
$25,000 for public works construction or more than $15,000 for the alteration, demolition,
repair, or maintenance of public works, shall contain all of the provisions of this Section.
13. NONDISCRIMINATION and STATEMENT OF COMPLIANCE.
A. The CONSULTANT's signature affixed herein and dated shall constitute a certification under
penalty of perjury under the laws of the State of California that the CONSULTANT has,unless
exempt,complied with the nondiscrimination program requirements of Gov.Code§12990 and 2
CCR§ 8103.
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B. During the performance of this AGREEMENT,CONSULTANT and its subconsultants shall not
deny the AGREEMENT's benefits to any person on the basis of race,religious creed,color,national
origin,ancestry,physical disability,mental disability,medical condition,genetic information,
marital status,sex,gender,gender identity,gender expression,age,sexual orientation,or military
and veteran status,nor shall they unlawfully discriminate,harass,or allow harassment against any
employee or applicant for employment because of race,religious creed,color,national origin,
ancestry,physical disability,mental disability,medical condition,genetic information,marital status,
sex,gender,gender identity,gender expression,age, sexual orientation,or military and veteran
status.CONSULTANT and subconsultants shall insure that the evaluation and treatment of their
employees and applicants for employment are free from such discrimination and harassment.
C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment
and Housing Act(Gov.Code§12990 et seq.),the applicable regulations promulgated there under(2
CCR§11000 et seq.),the provisions of Gov.Code§§11135-11139.5,and the regulations or
standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of
the Fair Employment and Housing Commission implementing Gov. Code §12990(a-f),set forth 2
CCR§§8100-8504,are incorporated into this AGREEMENT by reference and made a part hereof as
if set forth in full.
D. CONSULTANT shall permit access by representatives of the Department of Fair Employment
and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal
business hours,but in no case less than twenty-four(24)hours' notice,to such of its books,records,
accounts,and all other sources of information and its facilities as said Department or LOCAL
AGENCY shall require to ascertain compliance with this clause.
E. CONSULTANT 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.
F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in
all subcontracts to perform work under this AGREEMENT.
G. The CONSULTANT,with regard to the work performed under this AGREEMENT,shall act in
accordance with Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.).Title VI
provides that the recipients of federal assistance will implement and maintain a policy of
nondiscrimination in which no person in the United States shall,on the basis of race,color,national
origin,religion,sex,age,disability,be exclude d 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.
H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-
assisted programs of the U.S.Department of Transportation(49 CFR Part 21 -Effectuation of Title
VI of the Civil Rights Act of 1964). Specifically,the CONSULTANT shall not participate either
directly or indirectly in the discrimination prohibited by 49 CFR§21.5,including employment
practices and the selection and retention of Subconsultants.
14. DISADVANTAGED BUSINESS ENTERPRISES PARTICIPATION
A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged
Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants
who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated
statewide overall DBE goal.
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B. The goal for DBE participation for this Agreement is frA. Participation by DBE consultant
or subconsultants shall be in accordance with information contained in the Consultant Proposal
DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information(Exhibit
10-02) attached hereto in Exhibit D and incorporated as part of the Agreement. If a DBE
subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her
with another DBE subconsultant,if the goal is not otherwise met.
C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate
in the performance of contracts financed in whole or in part with federal funds. Consultant or
subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. Consultant shall carry out applicable requirements of 49 CFR, Part 26
in the award and administration of US DOT-assisted agreements. Failure by Consultant to carry
out these requirements is a material breach of this contract, which may result in the termination
of this Agreement or such other remedy as the City deems appropriate.
D. Any subcontract entered into as a result of this contract shall contain all of the provisions of
this section.
E. A DBE firm may be terminated only with prior written approval from the City and only for
the reasons specified in 49 CFR 26.53(f). Prior to requesting City consent for the termination,
Consultant must meet the procedural requirements specified in 49 CFR 26.53(f).
F. A DBE performs a Commercially Useful Function(CUF)when it is responsible for execution
of the work of the contract and is carrying out its responsibilities by actually performing, managing,
and supervising the work involved. To perform a CUF, the DBE must also be responsible with
respect to materials and supplies used on the contract, for negotiating price, determining quality
and quantity, ordering the material, and installing (where applicable) and paying for the material
itself. To determine whether a DBE is performing a CUF, evaluate the amount of work
subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is
commensurate with the work it is actually performing, and other relevant factors.
G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a
transaction, contract, or project through which funds are passed in order to obtain the appearance
of DBE participation. In determining whether a DBE is such an extra participant, examine similar
transactions,particularly those in which DBEs do not participate.
H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%)of the
total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the
work of the contract than would be expected on the basis of normal industry practice for the
type of work involved,it will be presumed that it is not performing a CUF.
I. Consultant shall maintain records of materials purchased or supplied from all subcontracts
entered into with certified DBEs. The records shall show the name and business address of each
DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.
The records shall show the date of payment and the total dollar figure paid toall firms. DBE prime
consultants shall also show the date of work performed by their own forces along with the
corresponding dollar value of the work.
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J. Upon completion of the Agreement, a summary of these records shall be prepared and
submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise
(DBE), First-Tier Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by
Consultant or Consultant's authorized representative and shall be furnished to the Contract
Administrator with the final invoice. Failure to provide the summary of DBE payments with the
final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being
withheld from payment until the form is submitted.The amount will be returned to Consultant when
a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier
Subconsultants"is submitted to the Contract Administrator.
K. If a DBE subconsultant is decertified during the life of the Agreement, the decertified
subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant
becomes a certified DBE during the life of the Agreement,the subconsultant shall notify Consultant
in writing with the date of certification. Any changes should be reported to the City's Contract
Administrator within 30 days.
15. COST PRINCIPLES
(a) Notwithstanding any other provision of this Agreement, Consultant agrees that the
Contract Cost Principles and Procedures set forth in 48 CFR, Federal Acquisition Regulations System,
Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items. The
CONSULTANT 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.
(b) Any costs for which payment has been made to the CONSULTANT that are determined
by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment
by the CONSULTANT to LOCAL AGENCY.
(c) In providing the services under this Agreement,Consultant 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.
(d) Consultant acknowledges that payments made by City to Consultant under this
Agreement are subject to audit by the California Department of Transportation ("Caltrans") and/or
the federal government. The Consultant agrees to adhere to the Accounting and Auditing Guidelines
for contracts with Caltrans available at dot.ca.gov, as well as the federal guidelines set forth herein.
Any cost for which payment has been made to Consultant that is determined by a subsequent audit to
be unallowable under 49 CFR, Part 18, 48 CFR, Federal Acquisition Regulations System, Chapter 1,
Part 31.000 et seq., or under Caltrans auditing principals is subject to repayment by Consultant to the
City. In such case,the City shall provide Consultant with a copy of the audit findings and Consultant
shall make the payment within ten days of City's request.
16. CONFLICTS OF INTEREST.
Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest,directly or indirectly,which would conflict in any manner with the interests of City or
which would in any way hinder Design Professional's performance of the Services. Design Professional
further covenants that in the performance of this Agreement, no person having any such interest shall be
employed by it as an officer, employee, agent or subcontractor without the express written consent of the
City Manager.Design Professional agrees to at all times avoid conflicts of interest or the appearance of any
conflicts of interest with the interests of City in the performance of this Agreement.
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City may determine that Design Professional must disclose its financial interests by completing and
filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a
determination is made, Design Professional shall file the subject Form 700 with the City Clerk's Office
pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the
request.
City understands and acknowledges that Design Professional is,as of the date of execution of this
Agreement, independently involved in the performance of non-related services for other governmental
agencies and private parties. Design Professional is unaware of any stated position of City relative to such
projects. Any future position of City on such projects shall not be considered a conflict of interest for
purposes of this section.
City understands and acknowledges that Design Professional will,perform non-related services for
other governmental agencies and private parties following the completion of the Services under this
Agreement. Any such future service shall not be considered a conflict of interest for purposes of this
section.
17. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
All information gained or work product produced by Design Professional in performance of this
Agreement shall be considered confidential, unless such information is in the public domain or already
known to Design Professional. Design Professional shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the City
Manager,except as may be required by law.
Design Professional, its officers, employees, agents or subcontractors, shall not, without prior
written authorization from the City Manager or unless requested by the City Attorney of City,voluntarily
provide declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement. Response to a subpoena or court order
shall not be considered "voluntary" provided Design Professional gives City notice of such court order or
subpoena.
If Design Professional, or any officer, employee, agent or subcontractor of Design Professional,
provides any information or work product in violation of this Agreement,then City shall have the right to
reimbursement and indemnity from Design Professional for any damages, costs and fees, including
attorney's fees,caused by or incurred as a result of Design Professional's conduct.
Design Professional shall promptly notify City should Design Professional,its officers,employees,
agents or subcontractors be served with any summons,complaint, subpoena, notice of deposition,request
for documents, interrogatories,request for admissions or other discovery request,court order or subpoena
from any party regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Design Professional or be present at any deposition, hearing or similar
proceeding. Design Professional agrees to cooperate fully with City and to provide City with the
opportunity to review any response to discovery requests provided by Design Professional. However,this
right to review any such response does not imply or mean the right by City to control,direct,or rewrite said
response.
18. INDEMNIFICATION.
Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design
Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials,
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employees and agents("Indemnified Parties")from and against any and all claims.actions and proceedings
(whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities,
damages,costs and expenses,including attorney's fees and costs,(collectively"Claims")to the extent same
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design
Professional, its officers, agents, employees or sub-consultants (or any entity or individual that Design
Professional shall bear the legal liability thereof) in the performance of professional services under this
Agreement, with the understanding that in the event Claims are found by the trier of fact to have been
caused by the joint or concurrent negligence of the City and its contractors and Design Professionals,and
Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be
borne by each party in proportion to its negligence.
Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity
agreements with provisions identical to those set forth here in this section from each and every sub-
consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design
Professional in the performance of this Agreement naming the Indemnified Parties as additional
indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as
required here, Design Professional agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City
as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive
the termination of this Agreement or this section.
City's Negligence. The provisions of this section do not apply to Claims occurring as a result of
City's sole negligence.The provisions of this section shall not release City from liability arising from gross
negligence or willful acts or omissions of City or any and all of its officials,employees and agents.
19. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit"C""Insurance"and made a part of this Agreement.
All insurance policies shall be subject to approval by City as to form and content. These requirements are
subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees
to provide City with copies of required policies upon request.
20. ASSIGNMENT.
The expertise and experience of Design Professional are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities who will
fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition
of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this
Agreement or the performance of any of Design Professional's duties or obligations under this Agreement
without the prior written consent of the City. Any attempted assignment shall be ineffective,null and void,
and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in
equity,including termination of this Agreement pursuant to Section 21 "Termination of Agreement." City
acknowledges, however, that Design Professional, in the performance of its duties pursuant to this
Agreement,may utilize subcontractors.
21. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and continuity of
Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design
- 11 -
Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any,
assigned to perform the Services prior to and during any such performance.
22. TERMINATION OF AGREEMENT.
City may terminate this Agreement, with or without cause, at any time by giving thirty(30)days
written notice of termination to Design Professional. In the event such notice is given,Design Professional
shall cease immediately all work in progress.
Design Professional may terminate this Agreement for cause at any time upon thirty (30) days
written notice of termination to City.
If either Design Professional or City fail to perform any material obligation under this Agreement,
then, in addition to any other remedies, either Design Professional,or City may terminate this Agreement
immediately upon written notice.
Upon termination of this Agreement by either Design Professional or City,all property belonging
exclusively to City which is in Design Professional's possession shall be returned to City. Design
Professional shall furnish to City a final invoice for work performed and expenses incurred by Design
Professional,prepared as set forth in Section 4"Compensation and Method of Payment"of this Agreement.
This final invoice shall be reviewed and paid in the same manner as set forth in Section 4"Compensation
and Method of Payment"of this Agreement.
23. DEFAULT.
In the event that Design Professional is in default under the terms of this Agreement,the City shall
not have any obligation or duty to continue compensating Design Professional for any work performed after
the date of default. Instead,the City may give notice to Design Professional of the default and the reasons
for the default. The notice shall include the timeframe in which Design Professional may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Design Professional is in default,the City shall hold
all invoices and shall,when the default is cured,proceed with payment on the invoices. In the alternative,
the City may,in its sole discretion,elect to pay some or all of the outstanding invoices during the period of
default. If Design Professional does not cure the default, the City may take necessary steps to terminate
this Agreement under Section 19"Termination of Agreement." Any failure on the part of the City to give
notice of the Design Professional's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of any provision of this Agreement.
24. EXCUSABLE DELAYS.
Design Professional shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Design Professional.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or
local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually
severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to
such causes.
25. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as
public records, and which are necessary for carrying out the Services shall be furnished to Design
- 12 -
Professional in every reasonable way to facilitate,without undue delay,the Services to be performed under
this Agreement.
26. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be
personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested,
addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City,CA 92234
To Design Professional: KOA corpOr'Qtion
1100 corporate center Drive
suite 201
Monterey Pard, CA 81754
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or,if
mailed,three(3)days after deposit of the same in the custody of the United States Postal Service.
27. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design Professional represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design
Professional to the performance of its obligations hereunder.
28. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated
representative. The City Manager shall have the authority to issue interpretations and to make amendments
to this Agreement, including amendments that commit additional funds, consistent with Section 27
"Amendment"and the City Manager's contracting authority under the Cathedral City Municipal Code.
29. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors,administrators, successors and assigns
of the Parties.
30. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and
approved by the Design Professional and by the City. The City Manager shall have the authority to approve
any amendment to this Agreement if the total compensation under this Agreement,as amended,would not
exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
- 13 -
31. WAIVER
Waiver by any Party to this Agreement of any term,condition,or covenant of this Agreement shall
not constitute a waiver of any other term,condition,or covenant. Waiver by any Party of any breach of the
provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any
subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or
services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement.
32. LAW TO GOVERN;VENUE.
This Agreement shall be interpreted,construed and governed according to the laws of the State of
California. In the event of litigation between the Parties,venue in state trial courts shall lie exclusively in
the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie
exclusively in the Central District of California, in Riverside.
33. ATTORNEYS FEES,COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this
Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of
reasonable attorney's fees,costs and expenses,in addition to any other relief to which it may be entitled.
34. ENTIRE AGREEMENT.
This Agreement,including the attached Exhibits"A"through"C",is the entire,complete,final and
exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other
agreements or understandings, whether oral or written, or entered into between Design Professional and
City prior to the execution of this Agreement. No statements,representations or other agreements,whether
oral or written,made by any Party which are not embodied herein shall be valid and binding.
35. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement
shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or
unenforceable provision(s).
36. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any
Exhibit hereto,or with the terms of any document incorporated by reference into this Agreement,the terms
of this Agreement shall control.
- 14-
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date and year
first-above written.
CITY OF CATHEDRAL CITY KOA CORPORATION
ity _ 0
harles P. McClendon By: / Z g,__
City Manager Its:
ATTEST: z -
By: Cr A-u- cric2
Its: G>)
Tracey Mart e z
City Clerk
APPROVED AS TO FORM
Eric S. Vail
City Attorney
NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER
RULES OR REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S
BUSINESS ENTITY.
- 1 5 -
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or
validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY•OF RIVERSIDE )
On Lily l ,2021 ,before me, VUQ r) ,NQ tory Pu b I I C
Date Name and Title of Offi (e.g."Jane Doe,Notary Public")
personally appeared Min Zhou and Tuan Gutierrez
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s),or the entity upon behalf of which the person(s)
acted,executed the instrument.
Notary
uPublic•iv woNGCalifornia I certify under PENALTY OF PERJURY under the laws of the State of
1 _ - Los Angeles County California that the foregoing paragraph is true and correct.
Commissions#2358999
\ o•%My Comm.Expires May 26,2025 WITNESS my hand and • `icial seal.
ignature of Notary Public
OPTIONAL
Though this section is optional,completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
▪ Individual
▪ Corporate Officer
Title(s) Title or Type of Document
• Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
• Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
- 16-
EXHIBIT "A"
SCOPE OF SERVICES
The Consultant is expected to provide weekly engineering support on or off site, as determined by the
Director of Engineering/Public Works.The anticipated length of the contract is two years. Typical
services to be provided include,but are not limited to,the following:
a. Prepare for City signatures any necessary documents, and coordinate with various
regional, county, state and federal funding agencies to acquire and maintain funding
and approvals.
b. Identify grant opportunities, prepare applications and documents (i.e.
proposals and plans), evaluate and prepare budgets, and complete required
federal forms.
c. Attend Project Development Team meetings on behalf of the City.
d. Assist in the preparation of formal and informal requests for proposals for
design and/or construction projects and summarize proposals received.
e. Monitor and report on project status, budget vs. actual expenditures, and
contract time vs.actual time.
f. Provide design and construction services for minor Capital Improvement Projects.
g. Prepare and track project schedules.
h. Prepare correspondence, reports, and memoranda necessary to administer
various State and federally funded transportation projects.
i. Assist with issues associated with the Coachella Valley Transportation Uniform
Mitigation Fee(TUMF) Program.
j. Provide services in compliance with current Caltrans/Federal Highway
Administration or other applicable state/federal policies and procedures where
required for the project.
k. Other duties as assigned by the Director of Engineering/ Public Works.
The selected firm will be responsible for providing engineering support and grant administration services
to ensure delivery of the projects remain consistent with FTIP, HBP and HSIP project schedules and
programming guidelines,communicating with Caltrans on project deliverables and other administrative
functions associated with delivering federally funded Local Assistance projects.
A-1
EXHIBIT "B"
COMPENSATION
(See attached rates of compensation.)
B-1
ei
Exhibit 10-H2 Cost Proposal
On-Call Engineering Support&Grant Administration Services
Contract: for Various State and Federally Funded Transportation
Projects
Consultant: KOA Corporation Date: 7/8/2021
Fringe Benefit% Overhead% G&A% Combined%
(NORMAL % + 33.81% + 64.29% = 137.86% I
(=0%if Included in OH) (=0%if Included in OH)
FEE% = 10% Salary Increase 5.00%
Name/Classification Effective date of Actual % Hourly
Hourly Billing Rates
hourly rate hourly Increase range
Straight . From To Rate for class
Min Zhou/Principal In Charge $291.21 7/1/2021 6/30/2022 $111.30 $XX-$XX
' $305.77 7/1/2022 6/30/2023 $116.87 5.00% $XX-$XX
$321.06 7/1/2023 6/30/2024 $122.71 5.00% $XX-$)0(
At Shahzad/Project Manager $176.11 7/1/2021 6/30/2022 $67.31 $XX-$XX
$184.92 7/1/2022 6/30/2023 $70.68 5.00% $XX-$XX
$194.17 7/1/2023 6/30/2024 $74.21 5.00% $XX-$XX
Ming Guan/QA/QC Manager $219.08 7/1/2021 6/30/2022 •$8373 $XX-$XX '
$230.03 7/1/2022 6/30/2023 $87.92 5.00% $XX-$XX
$241.53 7/1/2023 6/30/2024 $92.31 5.00% $XX-$XX
Clyde Prem/Senior Planner $194.93 7/1/2021 6/30/2022 $74.50 $XX-$XX
$204.67 7/1/2022 6/30/2023 $78.23 5.00% $XX-$XX
$214.91 7/1/2023 6/30/2024 $82.14 5.00% $XX-$XX
Anne Azzu/Senior Engineer Manager $164.84 7/1/2021 6/30/2022 $63.00 $XX-$XX
$173.08 7/1/2022 6/30/2023 $66.15 5.00% $XX-$XX
$181.73 7/1/2023 6/30/2024 $69.46 5.00% $XX-$XX
Alvin Abad/Senior Associate Engineer $147.83 7/1/2021 6/30/2022 $56.50 $XX-$XX
$155.22 7/1/2022 6/30/2023 $59.33 5.00% $XX-$XX
$162.98 7/1/2023 6/30/2024 $62.29 5.00% $XX-$XX
Trevor Lien/Senior Associate Planner $101.39 7/1/2021 6/30/2022 $38.75 $XX-$XX
$106.46 7/1/2022 6/30/2023 $40.69 5.00% $XX-$XX
$111.78 7/1/2023 6/30/2024 $42.72 5.00% $XX-$XX
•
Eric Tsay/Senior Associate Planner $104.66 7/1/2021 6/30/2022 $40.00 $XX-$XX
$109.89 7/1/2022 6/30/2023 $42.00 5.00% $XX-$XX
$115.39 7/1/2023 6/30/2024 $44.10 5.00% $XX-$XX
Jenny Yu/Senior Associate Planner $102.04 7/1/2021 6/30/2022 $39.00 $XX-$XX
$107.14 7/1/2022 6/30/2023 $40.95 5.00% $XX-$XX 1
$112.50 7/1/2023 6/30/2024 $43.00 5.00% $XX-$XX
Raisa Garcia/Associate Engineer $96.81 7/1/2021 6/30/2022 $37.00 $XX-$XX
$101.65 7/1/2022 6/30/2023 $38.85 5.00% $XX-$XX
$106.73 7/1/2023 6/30/2024 $40.79 5.00% $XX-$XX
Zachory Popp/Associate Engineer $96.81 7/1/2021 6/30/2022 $37.00 $XX-$XX
$101.65 7/1/2022 6/30/2023 $38.85 5.00% $XX-$XX
$106.73 7/1/2023 6/30/2024 $40.79 5.00% $XX-$XX
Sarai Osorio/Associate Engineer $83.73 7/1/2021 6/30/2022 $32.00 $XX-$XX
$87.91 7/1/2022 6/30/2023 $33.60 5.00% $XX-$XX
$92.31 7/1/2023 6/30/2024 $35.28 5.00% $XX-$XX
Azalee Burgos/Associate Engineer $85.03 7/1/2021 6/30/2022 $32.50 $XX-$XX
$89.29 7/1/2022 6/30/2023 $34.13 5.00% $XX-$XX
$93.75 7/1/2023 6/30/2024 $35.83 5.00% $XX-$XX
Christine Adley/Office Administrator $93.67 7/1/2021 6/30/2022 $35.80 $XX-$XX
$98.35 7/1/2022 6/30/2023 $37.59 5.00% $XX-$XX
$103.27 7/1/2023 6/30/2024 $39.47 5.00% $XX-$XX
Charlie Schwinger/Senior Engineer II $224.18 7/1/2021 6/30/2022 $85.68 $XX-$XX
$235.39 7/1/2022 6/30/2023 $89.96 5.00% $XX-$XX
$247.16 7/1/2023 6/30/2024 $94.46 5.00% $XX-$XX
Ling Lao/Associate Engineer $96.81 7/1/2021 6/30/2022 $37.00 $XX-$XX
$101.65 7/1/2022 6/30/2023 $38.85 5.00% $XX-$XX
$106.73 7/1/2023 6/30/2024 $40.79 5.00% $XX-$XX
Nicholas Linzaga/Associate Engineer $85.03 7/1/2021 6/30/2022 $32.50 $XX-$XX
$89.29 7/1/2022 6/30/2023 $34.13 5.00% $XX-$XX
$93.75 7/1/2023 6/30/2024 $35.83 5.00% $XX-$XX
I
Local Assistance Procedures Manual
EXHIBIT 10412
Cost Proposal
EXHIBIT 1O-H2 COST PROPOSAL Page 1 of3
SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS)
(CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
Note:Mark-ups me Not Glowed
Consultant KOA Corporation VI Prime Consultant 0 Subconsultant ❑2nd Tier Subconsultant
Project No. On-Call Engineering Support Contract No. TBD Participation Amount$ TBD Date 05/11/2021
For Combined Rate
Fringe Benefit% + General&Administrative% = Combined ICR%
OR
For Home Office Rate
Fringe Benefit% + General&Administrative% Home Office ICR%
For Field Office Rate =
Fringe Benefit% + General&Administrative% = Field Office ICR%
Fee = 96
BILLING INFORMATION CALCULATION INFORMATION
Name/Job Title/Classification' Hourly Biking Rates2 Effective Date of Hourly Rate Actual or Avg. %or$ Hourly Range-
Straght3 OT(1.5x) OT(2x) From To Hourly Rate 4 Increase for Classificatiars Only
John Doe-Project Manager- $0.00 $0.00 $0.00 01/01/2016 12/31/2016
Civil Engineer II $0.00 NotAppi®Ide
r'9 50.00 50.00 $0.00 01/01/2017 12/31/201 7 $0.00 D 0%
$0.00 $0.00 $0.00 01/01/2018 12/31/2018 $0.00 0.0%
Sue Jones-Constriction $0.00 $0.00 $0.00+ 01/01/2016 12/31/2016 $0.00 Not Applicable
EngineerAnspector $0.00 $0.00 $000 01101/2017 12/31/2017 $0.00 0.0%
Engineer I $0.00 $0.00 $0.00, 01/01/2018 12/31/2018 $0.00 0.0%
Buddy Black-Claims Engineer $0.00 $0.00 $0.00 011010016 12/31/2016 $0.00 Not Applicable
Engineer III $0.00 $0.00 $0.00 01/01/2 01 7 12/31/2017 $0.00 00%
Land Sure $.00 $0.00 $0.00 01101/2018 12/31/2018 $0.00 0.0%
S0.00 $0.00 $0.00 01/01/2016 12/31/2016 $0.00 $00-$00
$0.00 $0.00 $0.00 01/01/2017 12/31/2017 $0.00 0.0% 100-100
$0.00 $0.00 $000 01/01/2018 12/31/2018 $0.00 0.0% 100-100
Technician $0.00 $0.00 $0.00 01/01/2016 12/31/2016 SOW $00-$00
$0.00 $0.00 $0.00 01/01/2017 12/31/2017 $0.00 0.0% $00-100
(Add pages as necessary) $0.00 $0.00 $0.00 _ 01/01/2018 12/31/2018 $0.00 0.0%
$00-S00
Page 4 of 9
January 2020
r--
'— Local Assistance
Procedures Manual
EXHIBIT 10442
Cost Proposal
NOTES:
Key personnel must be marked with an asterisk(')and employees that are subject to prevailing wage requirements must be marked with two asterisks(")All costs
must comply with the Federal cost principles.Subconsultants will provide their own cost proposals
2 The cost proposal format shall not be amended.
3. Billing rate=actual hourly rate (1+ICR)'(1+Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultants annual accounting
period and established by a cognizant agency or accepted by Caltrans.All costs must comply with the Federal cost principles for reimbursement.
4 For named employees and key personnel enter the actual hourly rate. For classifications only,enter the Average Hourly Rate for that classification
EXHIBIT 10-H2 COST PROPOSAL Page 2 of 3
SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS)
(CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS)
Consultant KOA Corporation 0 Prime Consultant 0 Subconsultant
Project No, On-Call Engineering Support Contract No. TBD
Date 05/11/2021
SCHEDULE OF OTHER DIRECT COST ITEMS(Add additional pages as necessary)
Description of Item Quantity Unit Unit Cost Total
Mileage Costs $0.00
Equipment Rental and Supplies $0.00
Permit Fees
r $0.00
Plan Sheets $0.00
Test
Vehicle — ----- $0.00
$0.00
Subconsultant 1: None.
Subconsultant 2:
Subconsultant 3:
-- _
ubconsultant 4: – ---
Subconsultant 5: —__-
Note:Add additional pages if necessary. —
NOTES:
1. List other direct cost items with estimated costs.These costs should be competitive in their respective industries and supported with appropriate documentation.
2. Proposed ODC items should be consistently billed regardless of client and contract type.
3. Items when incurred for the same purpose,in like circumstance,should not be included in any indirect cost pool or in the overhead rate
4. items such as special tooling,will be reimbursed at actual coat with supporting documentation(invoice)
5 Items listed above that would be considered"tools of the trade"are not reimbursable as other direct cost.
6. Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules
Page 5 of g
January 2020
Local Assistance Procedures Manual
EXHIBIT 10-112
Cost Proposal
1. If mileage is claimed,the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles In addition,the miles claimed
should be supported by mileage logs
8. If a consultant proposes rental costs for a vehicle,the company must demonstrate that this is its standard procedure for all of their contracts and that they do not
own any vehicles that could be used for the same purpose.
9. The cost proposal format shall not be amended All costs must comply with the Federal cost principles
10 Add additional pages if necessary.
11 Subconsultants must provide their own cost proposals
Page 6 of 9
January 2020
' r
Local Assistance Procedures Manual EXHIBIT 10-112
Cost Proposal
EXHIBIT 10-H2 COST PROPOSAL Page 3 of 3
Certification of Direct Costs:
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the
cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in
accordance with the contract terms and the following requirements:
7. Generally Accepted Accounting Principles (GAAP)
8. Terms and conditions of the contract
9. Title 23 United States Code Section 112- Letting of Contracts
10.48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures
11. 23 Code of Federal Regulations Part 172- Procurement, Management, and
Administration of Engineering and Design Related Service
12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when
applicable)
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must
be retained in the project files and be in compliance with applicable federal and state requirements.
Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.
Prime Consultant or Subconsultant Certifying:
KOA Corporation Chief Financial Officer
Name: Title*:
Signature: 511.4z,- la&i4AzT Date of Certification (mm/dd/yyyy): 05/11/2021
Email: jgutierrez@koacorp.com Phone Number: 1323]260-4703
Address: 1100 Corporate Center Drive, Suite 201, Monterey Park, CA 91754
*An individual executive or financial officer of the consultant's or subconsultant's organization at
a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has
authority to represent the financial information utilized to establish the cost proposal for the
contract.
List services the consultant is providing under the proposed contract:
Civil Engineering, Grant Administration Services
Page 7 of 9
January 2020
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 COSTS AND FINANCIAL MANAGEMENT SYSTEM
(Note: If a Safe Harbor Indirect Cost Rate is approved,this form is not required.)
Consultant's Full Legal Name: KOA Corporation
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.
IIndirect Cost Rate:
Combined Rate %OR
Home Office Rate 137.86 % and Field Office Rate(if applicable)96.29
Facilities Capital Cost of Money N/A %(if applicable)
Fiscal period *January 01, 2019- December 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.
lam 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()1(21;48 CFR Part 31.201-2(d):23 CFR, Chapter 1, Part 172.1 I(aK2);
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
Page l of 2
March 2018
I I
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 172.1 l(ci(41
• False Claims Act-Title 31 U.S.C. Section s 3729-3733
• Statements or entries generally-Title 18 U.S.C. Section 1001
• Major Fraud Act-Title 18 U.S.C.Section 1031
Al A&E Contract Information:
• Total participation amount$34,303,068 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 3
• Years of consultant's experience with 48 CFR Part 31 is 31
• Audit history of the consultant's current and prior years(if applicable)
El Cognizant ICR Audit 0 Local Gov't ICR Audit 0 Caltrans ICR Audit
0 CPA ICR Audit 0 Federal Gov't ICR Audit
I,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(b1(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**:Juan Gutierrez, CMA Title**: Chief Financial Officer
Signature: `—"� Date of Certification(mm/dd/yyyy): 05/11/2021
Email**: jgutierre ko corp.com Phone Number**: 323-260-4703
**An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President,a
Chief 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-Kforms.
Caltrans will not process local agency's invoices until a complete Exhibit 10-Kform is accepted and approved by
Caltrans Audits and Investigations.
Distribution: 1)Original-Local Agency Project File
2)Copy-Consultant
3)Copy-Caltrans Audits and Investigations
Page 2 of 2
March 2018
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable
to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the Services
by Service Provider,its agents,representatives or employees. Service Provider shall procure and maintain
the following scope and limits of insurance:
Only the following"marked"requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect
Service Provider and City against liability or claims of liability which may arise out of this Agreement in
the amount of one million dollars($1,000,000) per occurrence and subject to an annual aggregate of two
million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form
Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or
modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or
contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than$1,000,000
for injuries, including accidental death, to any one person, and subject to the same minimum for each
person,in an amount not less than one million dollars($1,000,000)for each accident,and property damage
insurance in an amount of not less than one million dollars($1,000,000). A combined single limit policy
with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said
required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number
CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent forms subject to the approval of the City.
X Workers' Compensation Insurance: Workers' Compensation insurance that includes a
minimum of one million dollars ($1,000,000) of employers' liability coverage. Service Provider shall
provide an endorsement that the insurer waives the right of subrogation against the City and its respective
elected officials,officers,employees,agents and representatives. In the event a claim under the provisions
of the California Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and indemnify the City from
such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to the Service
Provider's profession in an amount not less than one million dollars $1,000,000 per occurrence. This
coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be applicable to claims
based upon,arising out of or related to Services performed under this Agreement. The insurance must be
maintained for at least three(3)consecutive years following the completion of Service Provider's services
or the termination of this Agreement. During this additional three (3)year period, Service Provider shall
annually and upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Coverages.
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a. Each insurance policy required by this Agreement shall be endorsed and
state the coverage shall not be suspended,voided,cancelled by the insurer or either Party to this Agreement,
reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt
requested,has been given to City.
b. Insurance is to be placed with insurers with a current A.M.Best's rating of
no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers, officials, and
employees and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Service Provider performs; products and completed operations of Service Provider; premises
owned,occupied or used by Service Provider;or automobiles owned,leased,hired or borrowed by Service
Provider. The coverage shall contain no special limitations on the scope of protection afforded to City,and
their respective elected and appointed officers,officials,or employees.
b. Service Provider's insurance coverage shall be primary insurance with
respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by City, and its respective elected and appointed officers,
officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
c. Service Provider's insurance shall apply separately to each insured against
whom claim is made or suit is brought,except with respect to the limits of the insurer's liability.
d. Any failure to comply with the reporting or other provisions of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers,officials,employees or volunteers.
e. The insurer waives all rights of subrogation against the City,its elected or
appointed officers, officials, employees or agents.
3. Workers'Compensation Coverage. Unless the City Manager otherwise agrees in
writing,the insurer shall agree to waive all rights of subrogation against City,and its respective elected and
appointed officers, officials, employees and agents for losses arising from work performed by Service
Provider.
C. Other Requirements. Service Provider agrees to deposit with City,at or before the effective
date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of
this contract have been complied with. The City may require that Service Provider furnish City with copies
of original endorsements effecting coverage required by this Exhibit "C". The certificates and
endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete,certified copies of all required insurance policies,at any time.
1. Service Provider shall furnish certificates and endorsements from each sub-
contractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
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volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations,claim administration,defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.
•
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