Request for Proposals For

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1 Mt. SAN JACINTO COMMUNITY COLLEGE DISTRICT Request for Proposals For 1499 N. State St. San Jacinto, CA Publication Date to Press Enterprise & MSJC website: May19, 2017 Final Clarification to District: 10:00 am May 23, 2017 RFP Deadline for Submittal: 11:00 am June 2, 2017 Interviews: June 7, 2017 Selection and Award of Contract: June 22, 2017 LATE PROPOSALS WILL NOT BE ACCEPTED 1

2 NOTICE TO PROJECT MANAGEMENT FIRMS REQUEST FOR PROPOSAL MT. SAN JACINTO COLLEGE DISTRICT NOTICE IS HEREBY GIVEN that the Mt. San Jacinto Community College District of Riverside County, California, acting by and through its Governing Board, hereinafter referred to as the District, will receive up to, but not later than 11:00 am on June 2, 2017, sealed proposals for the award of a contract for: All proposals shall be received in the office of the Facilities Planning, District Construction & Support Services, and Building 700 Attn: Carole Ward of the District located at 1499 N. State St., San Jacinto, CA on the date and time stated above. Each submittal shall confirm and be responsive to the Request for Proposal (RFP), a copy of which is on the college website site; The District reserves the right to reject any or all proposals, to accept or reject any one or more items of the proposal, or to waive any irregularities or informalities in the proposal. No firm may withdraw their proposal for a period of sixty (60) days after the date set for the closing of proposals. This RFP does not commit the District to award a contract or pay any costs incurred in the preparation of a proposal responsive to this request. The District reserves the right to accept all or part of any RFP or to cancel in part or in its entirety this RFP. The District further reserves the right to accept the RFP that it considers to be in the best interest of the District. Tammy Cunningham Supervisor Procurement & General Services Mt. San Jacinto Community College District Published: Press Enterprise - May 19,

3 REQUEST FOR PROPOSAL ( RFP ) PROJECT MANAGEMENT AND RELATED SERVICES MT. SAN JACINTO COMMUNITY COLLEGE The Mt. San Jacinto Community College District (District) is seeking proposals from qualified firms for professional services to conduct project management and related services. The District desires to engage highly qualified and experienced firms to provide a complete range of professional services as described in this RFP as an extension of the District s staff. This RFP does not commit the District to award a contract or pay any costs incurred in the preparation of a proposal responsive to this request. The District reserves the right to accept all or part of any RFP or to cancel in part or in its entirety this RFP. The District further reserves the right to accept the RFP that it considers to be in the best interest of the District. SECTION 1: INFORMATION FOR FIRMS 1. Background Mt. San Jacinto Community College is a comprehensive college that is one of California s 113 community colleges. A single college district, MSJC serves a 1,700 square mile area from the San Gorgonio pass to Temecula. We serve students throughout the southwest Riverside County from San Jacinto, Menifee Valley, San Gorgonio Pass campuses, the Temecula Education complex, Temecula Higher Education Center and many off-site locations. The Mt. San Jacinto College Board of Trustees voted on August 4, 2014 to place a bond measure on the November 2014 ballot. The Measure passed with 58.82% of votes in favor of the Measure AA bond for $295 million. 2. Introduction The District is seeking a response to this request for proposal (RFP) from firms to provide the services necessary to support project management and related services to the Measure AA project, Prop 39 and schedule maintenance projects. It is the intention of the District to retain the services of the best qualified firm or firms in the area of its requirements. The resources provided through the contract are expected to act as extension of staff for the District and to be housed at the San Jacinto campus or Menifee campus, under direct supervision to the Dean of Facilities Planning, District Construction and Support Services Department. The selected firm or firm s personnel are required to work at a campus assigned by the District. The District will provide personnel an office area including a desk, chair, filing cabinet, computer, District account, and appropriate office supplies/copier use and fax machine for project efficiency. A cell phone will not be provided by the District but each firm s personnel is required to have a cell phone for work purposes. 3. Types of Services Requested It is the intention of the District to have the Firm s proposed personnel as an extension of District staff located at a campus. It is also requested that the personnel to be assigned to the District have a limited commute to the District campuses. It is preferred the proposed personnel reside in local Riverside County. The District is seeking the highest qualified personnel to provide the project management services. The District is seeking 3

4 approximately three (3) Project Managers and/or Director and one (1) Document Control Administrator to assist with Measure AA bond projects, Prop 39 projects and various construction projects as directed by the Dean of Capital Planning, District Construction and Support Services and the Vice President of Business Services. The types of services that are anticipated to be delivered through this contract are described below: a. Design Phase PROJECT MANAGER/DIRECTOR RESPONSIBILITIES (no more than 3 POSITIONS) Become knowledgeable of District standards and education facility specifications and apply these standards to project scoping. Assist with the development of project scope and project cost estimates. Participate in design task force, meeting with staff, faculty and design team to refine detailed scope and program. Attend and/or conduct meetings necessary for coordination with all interested stakeholders. (5 pt) Prepare and present status reports to the District, as requested. Provide periodic staff reports that summarize design progress, schedule and cost status, changes and other significant project information. (5 pt) Review and monitor architects design schedule. Coordinate with Division of State Architect (DSA) for reviews and approval of project design as appropriate. Conduct formal design constructability review and value engineering sessions, evaluate types of building components and systems as requested by the District. (5 pt) Develop construction strategies that meets the District s objectives and minimizes disruptions to the educational program. Develop project phasing and interim secondary effects as required. (2 pt) Review design to recommend alternative solutions whenever design details affect construction feasibility or schedules. (2 pt) Assist District in researching products and continuously improving District standard specifications. (2 pt) Assist the District in the implementation of its Quality Assurance/Quality control process. Review final construction design and specifications for accuracy and constructability. (5 pt) Assist project architect to identify and obtain all necessary regulatory agency approvals. 4

5 b. Bid & Award Phase Assist the District in developing RFP/Q solicitations and/or bid documents for project related work, including architect, CM or other necessary consultants and services. (2 pt) Assist the District with conducting pre-proposal and/or pre-bid conferences and site visits. Assist the District in technical aspects of evaluating bids and in processing the contract with the responsive and responsible bidders(s), if requested. (2 pt) c. Construction Phase Coordinate schedule of work with appropriate District representatives. Assist the District with management and administration of construction contracts, including work changes, payments, submittals, monitoring of construction, document interpretations, and other procedural aspects. Assist with evaluation of and/or recommend change orders. Advise the District on the change order process assuring best practice, procedural completion and work accomplishment. (2 pt) Assist the District with processing of construction payment requests for approval, if appropriate. Review and monitor the contractor s construction schedule and advise the District regarding sequencing to facilitate productivity and occupancy objectives. Report potential budget and schedule variances and prepare recovery plans. (2 pt) Attend job site meetings with the contractor and project architects to discuss and resolve field and administrative issues. Review planned construction for coordination with ongoing educational programs and school activities.(2 pt) Identify and determine any causes of delays and initiate action to correct. d. Post Construction Phase Coordinate the commissioning of each project and work with the commissioning agent as required, to verify the buildings energy related systems are installed, calibrated, and perform according to the owner s project requirements, basis of design and construction documents. Coordinate and verify that District staff has adequate system documentation and training. (2 pt) Coordinate the completion of construction and the occupancy schedule to minimize disruption to the educational activities. (2 pt) 5

6 Ensure all operations manuals and warranties are delivered to the District in a timely manner. Assist the District to schedule instruction sessions by major material and equipment suppliers to orient and train the District s staff for operation. Assist with project closeout and certifications with DSA. DOCUMENT CONTROL ADMINISTRATOR RESPONSIBILITIES (No more than 1 POSITION) Assist District with overall document coordination between project managers. Assist the District in evaluating and revising current procedures and to develop new procedures as necessary. Assist the District with developing an overall document management plan and electronic filing system. (2 pt) Streamline internal workflows through development of policy and procedures. Review certified payroll reports and other construction records, logs, and reports for indications of noncompliance; ensure appropriate wage determinations. Assist District with tracking 20-day preliminary notices, and/or stop notices as required. Organize staff reports from Project Managers for presentation and website updates. (2 pt) Prepare meeting minutes as required during planning and construction meetings. Coordinate with District to develop RFP/Q specific objectives, deliverables, and selection criteria for evaluating proposals. (2 pt) Upon completion of RFP/Q process, work with District to receive and evaluate responses. (2 pt) Assist the District in developing RFP/Q solicitations and/or bid documents for project related work, including architect, CM or other necessary consultants and services. Assist the District with conducting pre-proposal and/or pre-bid conferences and site visits. Assist the District in technical aspects of evaluating bids and in processing the contract with the responsive and responsible bidders(s), if requested. (2 pt) Additional miscellaneous duties associated with successful project coordinator may be required. Assist the District with preparing website information including, writing reports and website content. 6

7 SECTION II: INSTRUCTIONS & INFORMATION FOR PROPOSED SUBMITTALS Proposals should be prepared in such a way as to provide straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Responses should emphasize the Proposer s demonstrated capability to perform work of this type. Emphases should be concentrated on completeness, approach to the work and clarity of proposal. All material submitted in response to this RFP shall be on 8-1/2 X11 paper, in portrait orientation. Submitted material can be stapled or spiral bound, 3-ring binders are discouraged. Tabbed dividers can be used to identify and separate sections proposals which corresponds to the information requested in Paragraphs A-E below. Proposed hourly labor rates for key personnel shall be included on District provided forms. Five (5) copies of the proposal and a complete electronic copy on a thumb drive in PDF format shall be delivered and addressed to the address below. Proposal shall be labeled RFP Project Management and Related Services. Proposals received after 11:00 am, June 2, 2017 will not be considered and will be returned unopened. The District encourages the firms to personally deliver their proposals to Carole Ward at the address below. Mt. San Jacinto Community College District Attention: Carole Ward, Contract Coordinator Facilities Planning, District Construction and Support Services, Building N. State Street San Jacinto, CA cward@msjc.edu It is the intent of the committee to submit a contract to the Board of Trustees with a start date of July 1, During this RFP process, firms submitting or considering submitting proposals, and their director, officers, or employees are prohibited from communicating about this RFP with District Board members, College President, Administration or staff about this RFP. The District reserves the right to disqualify from this RFP process any firm attempting to communicate with District Board members, College President or Administration regarding this RFP. Any discrepancies, errors, questions or clarification pertaining to this RFP should be directed in writing to Carole Ward, Contract Coordinator at cward@msjc.edu and copy Tina Elm telm@msjc.edu. Respondents are encouraged to submit their questions, as soon as possible, in order to give the District an opportunity to reply in a timely manner. The District will not accept any questions for clarification after 10:00 a.m. on May 23, Any response to questions, discrepancies, clarification or errors which affects the RFP or other Respondents, the District will issue responses in writing in the form of an addenda and post on the District s website at the following address: Prior to submittal of RFP, please check above reference website for any Addenda issued. The Request for Proposal does not commit the District to pay for any direct and/or indirect costs incurred in the preparation and presentation of a response. All finalists shall pay their own costs incurred in preparing for, traveling to and attending the interviews. 7

8 The District reserves the right to reject any and all RFP submittals, to amend the RFP process and to discontinue or re-open the process at any time. The District shall not be liable to the Respondent (Firm) for personal injury or property damage sustained in the performance of these services, however caused. The term of the contract is a 3-year basis, with an optional 1 year extension, starting July 1, The Board of Trustees will be the final approval to the contract. Each proposal must include only the information as described in Paragraph A-F below: A. Letter of Introduction Letter of introduction shall include the legal name and address of the company include the name, address, and phone number of the contact person in response to this RFP. Letter shall be signed by an authorized officer of the Firm. Include the number of years firm has been in business. Letter of introduction cannot exceed one (1) page. B. Proposal Provide a statement of Firm s qualifications (not to exceed 20 pages). Using as a minimum the following criteria, the firm should state why it believes it is best qualified to provide the services requested in the RFP. Type of organizations or company structure. Certification that the firm is legally permitted to conduct business in the State of California for the services offered. Provide a short summary of your staff augmentation philosophy and how the firm s personnel would ensure the seamless blending into the fabric of the District and the Facilities Planning, District Construction Department. Provide a list of personnel that you would recommend for assignment. Include resumes for each of the personnel to be listed in Exhibit B. In addition, identify the experience each person that will be assigned has with Community Colleges, planning, design and construction and other public work projects. Include Project name, type, location, personnel s role, completion date and cost. 8

9 C. References Provide a list of at least three (3) references including contact name and phone number. These should be for projects or organizations that have material knowledge of the performance of the proposed personnel. Provide authorization to allow the District to make oral and/or written inquiries of all references listed, regarding qualifications, performance, reasonableness of fees and charges, and quality of final results. D. Proposed Fees and Costs The District does not intend to reimburse labor support from the Firm s corporate office unless specifically called out in Exhibit A and B. Proposed fees shall include all anticipated fees to be incurred working with the District. The District intends to reimburse items specifically pre-approved by the District. Complete Exhibit A - Schedule of Hourly Billing Rates that lists hourly professional labor rates for all proposed positions in this contract. A 3% escalation rate per calendar year will be allowed for each proposed rate. Complete Exhibit B - Include personnel s name and Title, hourly rate, hours of work to be provided. E. Insurance Please provide proof of insurance coverage as set out in this section. The intent of the required insurance is to protect the District from any claims, suits, actions, costs, damages, or expenses arising from any negligent or intentional act or omission for the firm or its personnel while performing services under the terms of the project management services agreement. Statement confirming to the fullest extent permitted by law, the Firm agrees to indemnify, and hold the District entirely harmless from all liability. Provide information on the types and amounts of insurance carried by the Firm, including General Liability, Automobile Liability, Workers Compensation, and Professional Liability Coverage. F. Consultant Contract Consultant shall review the District s Consultant Services Agreement, Attached as Exhibit C, and shall note in their proposal any suggested agreement language revisions. Suggested agreement revisions not noted in the Consultant s proposal will not be considered by the District. 9

10 SECTION III: SELECTION PROCESS The District s selection process is as follows: 1) The Selection Committee will review, evaluate and rate all proposals that are submitted. Rating shall be based on the criteria set for in Section II, Instructions & Information for Proposal Submittals A through F. 2) The Selection Committee will select a short list of Firms that shall be invited for interviews. Respondents selected by the Selection Committee will be notified by telephone and in writing on their selection status, including the date, time, and information on the interview format and required participants. 3) Selection Interviews will be held on June 7, 2017 at the San Jacinto campus. The interviews will be 1 hour in length. It is anticipated the Firms will have 30 minutes for a technical presentation and 30 minutes for questions and answers. 4) The Firm s key personnel to be assigned to the District shall participate in the interview. The District will evaluate the responses based on the qualifications, background, and experience of the Firm and the proposed individuals to provide the services. Weighting of selection criteria will be as follows: 1) Overall responsiveness of the proposal. (5 points) 2) Geographic proximity of personnel to the San Jacinto and Menifee campuses. (5 points) 3) Specific experience and examples in the proposal with project management, higher education, Division of State Architect, construction coordination, constructability reviews and related services. Please see points assigned to specific bulleted responsibilities in SECTION I: PROJECT MANAGER/DIRECTOR and DOCUMENT CONTROL ADMINISTRATOR RESPONSIBILITIES (60 points) 4) Interview Presentation skills from Personnel to be assigned to District based on individual experience with project management and document control as it pertains to educational public works projects. (30 points) 10

11 SECTION IV: NEGOTIATIONS/AWARD OF CONTRACT 1) Based upon the proposal review and interview process, each Firm (or Firm s) shall be rated in each category where professional services are desired. The highest rated Firm or Firm s shall be invited to enter into contract negotiations with the District. 2) When services and fees are agreed upon, the Selection Committee will make recommendations to the District s Board of Trustee for the award of a contract for 3 years, with a one year extension option. 3) Notwithstanding any recommendations of the Selection Committee, action to award the contract is vested solely in the Board of Trustees. 11

12 5/3/2017 Mt. San Jacinto CCD - Project Management & Related Services Exhibit A Hourly Billing Rates Title Staff Person 2017 Hourly Rate* A $ B $ C $ D $ E * Rates are effective July 2017 and subject to a 3% annual escalation per calendar year.

13 Exhibit B Mt. San Jacinto CCD - Project Management & Related Services 5/3/2017 Title Staff Person Name A $ D5*1.03 E5*1.03 F5*1.03 B $ D6*1.03 E6*1.03 F6*1.03 C $ D7*1.03 E7*1.03 F7*1.03 D $ D8*1.03 E8*1.03 F7*1.03 Title Staff Person Name A B C D Sum per Year Full Time Equivalent (FTE) Title Staff Person Name A D5*D12 E5*E12 F5*F12 G5*G12 B D6*D13 E6*E13 F6*F13 G6*G13 C D7*D14 E7*E14 F7*F14 G7*G14 D D8*D15 E8*E15 F8*F15 G8*G15 Sum per Year $0 $0 $0 $0 Cost Reimbursable Allowance at 3%: $0 $0 $0 $0 $0 Total Cost: $0 Note #1 - Cost proposal is based on a period of 7/1/17 thru 6/30/2020 for the staff as presented above. District retains the option of approving this service agreement for a base 3 years period with an option to extend for 1 year.

14 PROJECT MANAGEMENT AND PLANNING CONSULTANT SERVICES AGREEMENT This AGREEMENT is made and entered into this day of in the year 2015, between the MT. SAN JACINTO COMMUNITY COLLEGE DISTRICT, hereinafter referred to as ( DISTRICT ), and, hereinafter referred to as CONSULTANT. The DISTRICT and the CONSULTANT are sometimes referred to herein as a PARTY and collectively as the PARTIES. This AGREEMENT is made with reference to the following facts: WHEREAS, the DISTRICT requires services and/or advice of a highly specialized and technical nature in connection with certain financial, economic, accounting, consulting and/or administrative matters; and WHEREAS, such services and advice are not available within the DISTRICT, and cannot be performed satisfactorily by DISTRICT employees; and WHEREAS, CONSULTANT possesses the necessary expert knowledge, experience, and ability to perform services not available through DISTRICT personnel; and WHEREAS, CONSULTANT is specially experienced and competent to provide to the DISTRICT certain specialized services and/or advice in one or more of the foregoing areas; and WHEREAS, DISTRICT desires to obtain specialized services and/or advice for hereinafter referred to as the PROJECT, located in the DISTRICT; and WHEREAS, CONSULTANT has indicated its willingness and commitment to provide its specialized services and/or advice to the DISTRICT on the terms hereafter set forth in this AGREEMENT. NOW, THEREFORE, the PARTIES hereto agree that the above recitals are true and correct, and further as follows: ARTICLE I SCOPE AND SERVICES TO BE PROVIDED BY CONSULTANT 1. Services to be provided by the CONSULTANT. The Consultant may be asked to perform any of the duties or activities described below in Article II if working in the capacity as an extension of staff. It is also recognized that in some cases, the Consultant may have to hire a sub-consultant for certain specialized tasks if needed for a specific activity, but this will be approved by the District as needed. The District desires to complete the following Goals in the upcoming year and is seeking a Consultant who can assist in managing and developing the processes for achieving such Goals in a definitive timeframe, including assisting the District in developing the proper RFQs and RFPs to hire additional consultants to achieve these goals if necessary. It will be the Consultant s responsibilities to oversee these activities and provide recommendations so that the District can achieve such. It is not the District s intent that the Page 1 of 9

15 Consultant, will have to develop all of these deliverables or documents independently. The Consultant shall work as an extension of staff to manage these tasks so that they are achieved. ARTICLE II CONSULTANT S SERVICES AND RESPONSIBILITIES ARTICLE III TERMINATION 1. This AGREEMENT may be terminated by either PARTY upon fourteen (14) days written notice to the other PARTY in the event of a substantial failure of performance by such other PARTY, including insolvency of CONSULTANT; or if the DISTRICT should decide to abandon or indefinitely postpone the PROJECT. 2. In the event of a termination based upon abandonment or postponement by DISTRICT, the DISTRICT shall pay to the CONSULTANT for all services performed and all expenses incurred under this AGREEMENT supported by documentary evidence, including payroll records, and expense reports up until the date of the abandonment or postponement plus any sums due the CONSULTANT for Board approved extra services. In ascertaining the services actually rendered hereunder up to the date of termination of this AGREEMENT, consideration shall be given to both completed work and work in process of completion and to complete and incomplete drawings, reports and/or other documents whether delivered to the DISTRICT or in the possession of the CONSULTANT. In the event termination is for a substantial failure of performance, all damages and costs associated with the termination, including increased consultant and replacement consultant costs shall be deducted from payments to the CONSULTANT. 3. In the event a termination for cause is determined to have been made wrongfully or without cause, then the termination shall be treated as a termination for convenience in accordance with Article III, Section 4 below, and CONSULTANT shall have no greater rights than it would have had if a termination for convenience had been effected in the first instance. No other loss, cost, damage, expense or liability may be claimed, requested or recovered by CONSULTANT. 4. This AGREEMENT may be terminated without cause by DISTRICT upon fourteen (14) days written notice to the CONSULTANT. In the event of a termination without cause, the DISTRICT shall pay to the CONSULTANT for all services performed and all expenses incurred under this AGREEMENT supported by documentary evidence, including payroll records, and expense reports up until the date of notice of termination plus any sums due the CONSULTANT for Board approved extra services. Page 2 of 9

16 5. In the event the CONSULTANT is terminated, with or without cause, the CONSULTANT shall personally provide all the original Project Inspection Cards prepared or obtained by the CONSULTANT in connection with the PROJECT to the assuming DSA inspector or DSA as directed by the DISTRICT. All original Project Inspection Cards must be provided to DSA assuming inspector or DSA, as applicable, within 48 hours of the effective date of the CONSULTANT s termination. Under no circumstances shall the CONSULTANT withhold any original Project Inspection Cards related to the PROJECT upon the CONSULTANT s termination. The CONSULTANT shall be responsible for any delays on the PROJECT that arise out of the CONSULTANT s failure to provide the original Project Inspection Cards to the assuming DSA inspector or DSA as directed by the DISTRICT in accordance with this section. Upon the effective date of the CONSULTANT s termination, the CONSULTANT shall provide copies of all current Project Inspection Cards in the CONSULTANT s Project File to the DISTRICT along with any other DISTRICT PROPERTY as further described in Article IV below. 6. In the event of a dispute between the PARTIES as to performance of the work or the interpretation of this AGREEMENT, or payment or nonpayment for work performed or not performed, the PARTIES shall attempt to resolve the dispute. Pending resolution of this dispute, CONSULTANT agrees to continue the work diligently to completion. If the dispute is not resolved, CONSULTANT agrees it will neither rescind the AGREEMENT nor stop the progress of the work, but CONSULTANT s sole remedy shall be to submit such controversy to determination by a court having competent jurisdiction of the dispute, after the PROJECT has been completed, and not before. The PARTIES may agree in writing to submit any dispute between the PARTIES to arbitration. 7. THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE III OF THIS AGREEMENT SHALL GOVERN ALL TERMINATION RIGHTS AND PROCEDURES BETWEEN THE PARTIES. ANY TERMINATION PROVISION TO THIS AGREEMENT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. ARTICLE IV REPORTS AND/OR OTHER DOCUMENTS 1. The Project Inspection Cards, reports and/or other documents that are prepared, reproduced, maintained and/or managed by the CONSULTANT or CONSULTANT s consultants in accordance with this AGREEMENT, shall be and remain the property of the DISTRICT (hereinafter the PROPERTY ). The DISTRICT may provide the CONSULTANT with a written request for the return of its PROPERTY at any time. Upon CONSULTANT s receipt of the DISTRICT s written request, CONSULTANT shall return the requested PROPERTY to the DISTRICT within seven (7) calendar days. ARTICLE V ACCOUNTING RECORDS OF THE CONSULTANT 1. Records of the CONSULTANT s direct personnel and reimbursable expenses pertaining to any extra services provided by the CONSULTANT, which are in addition to those services Page 3 of 9

17 already required by this AGREEMENT, and any records of accounts between the DISTRICT and CONSULTANT shall be kept on a generally recognized accounting basis and shall be available to the DISTRICT or DISTRICT s authorized representative at mutually convenient times. ARTICLE VI COMPENSATION TO THE CONSULTANT 1. The DISTRICT shall compensate the CONSULTANT as follows: a. The DISTRICT agrees to pay the CONSULTANT in accordance with the fee, rate and/or price schedule information, inclusive of reimbursable expenses, for performing the basic services required by this AGREEMENT subject to the limitations set forth herein this Article VI, Section 1(a). In no event shall the CONSULTANT s compensation exceed dollars ($ ) for performing all the basic services detailed in Article II. CONSULTANT shall invoice costs monthly for the services provided pursuant to this AGREEMENT from the time the CONSULTANT begins work on the PROJECT. All costs must be supported by an invoice, receipt, or other acceptable documentation. b. Invoices requesting payment for Additional Services performed in accordance with Article VII below must reflect the compensation approved by the DISTRICT and include a copy of the DISTRICT s written authorization. The DISTRICT s prior written authorization is an express condition precedent to any payment by the DISTRICT for Additional Services and no claim by the CONSULTANT for additional compensation related to Additional Services shall be valid absent such prior written approval by the DISTRICT to proceed with such Additional Services as required by Article VII. ARTICLE VII ADDITIONAL CONSULTANT SERVICES 1. CONSULTANT shall notify the DISTRICT in writing of the need for additional services required due to circumstances beyond the CONSULTANT s control. CONSULTANT shall obtain written authorization from the DISTRICT before rendering any additional services. The DISTRICT may also require CONSULTANT to perform additional services which are, in the DISTRICT s discretion, necessary. Compensation for all additional services shall be negotiated and approved in writing by the DISTRICT before CONSULTANT performs such additional services. CONSULTANT shall not be entitled to any compensation for performing additional services that are not previously approved by the DISTRICT in writing. Additional services shall include: a. Making material revisions in reports or other documents when such revisions are required by the enactment or revision of laws, rules or regulations subsequent to the preparation and completion of such documents. b. Preparing reports and other documentation and supporting data, and providing other services in connection with project modifications required by causes beyond the control of the CONSULTANT which are not the result of the direct or indirect negligence, errors or Page 4 of 9

18 omissions on the part of CONSULTANT. c. If the DISTRICT requests additional shifts to complete the services articulated in Article II where the requests for additional shifts does not arise from the direct or indirect negligence, errors or omissions on the part of CONSULTANT. The CONSULTANT s compensation is expressly conditioned on the lack of fault of the CONSULTANT. d. Providing any other services not otherwise included in this AGREEMENT or not customarily furnished in accordance with the generally accepted practice in the CONSULTANT s industry. ARTICLE VIII MISCELLANEOUS 1. To the fullest extent permitted by law, CONSULTANT agrees to indemnify, and hold DISTRICT entirely harmless from all liability arising out of: a. Workers Compensation and Employers Liability: Any and all claims under Workers Compensation acts and other employee benefit acts with respect to CONSULTANT s employees or CONSULTANT s subcontractor s employees arising out of CONSULTANT s work under this AGREEMENT; and b. General Liability: Liability for damages for (1) death or bodily injury to person; (2) injury to, loss or theft of property; (3) any failure or alleged failure to comply with any provision of law or (4) any other loss, damage or expense arising under either (1), (2), or (3) above, sustained by the CONSULTANT or the DISTRICT, or any person, firm or corporation employed by the CONSULTANT or the DISTRICT upon or in connection with the PROJECT, except for liability resulting from the sole or active negligence, or willful misconduct of the DISTRICT, its officers, employees, agents or independent Architects who are directly employed by the DISTRICT; c. Professional Liability: Any loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of the CONSULTANT, or any person, firm or corporation employed by the CONSULTANT, either directly or by independent contract, including all damages due to loss or theft, sustained by any person, firm or corporation including the DISTRICT, arising out of, or in any way connected with the services performed by CONSULTANT in accordance with this AGREEMENT, including injury or damage either on or off DISTRICT property; but not for any loss, injury, death or damages caused by the sole or active negligence, or willful misconduct of the DISTRICT. d. The CONSULTANT, at its own expense, cost, and risk, shall defend any and all claims, actions, suits, or other proceedings, arising out of Article VIII, Sections 1(a) and (b) above, that may be brought or instituted against the DISTRICT, its officers, agents or employees, on any such claim or liability, and shall pay or satisfy any judgment that may be rendered against the DISTRICT, its officers, agents or employees in any action, suit or other proceedings as a result thereof. With regard to the CONSULTANT s obligation to indemnify for acts of Page 5 of 9

19 professional negligence as set forth in Article VIII, Section 1(c) above, such obligation does not include the obligation to provide defense counsel or to pay for the defense of actions or proceedings brought against the DISTRICT, but rather to reimburse the DISTRICT for attorney s fees and costs incurred by the DISTRICT in defending such actions or proceedings. e. THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, SECTION 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. f. ANY ATTEMPT TO LIMIT THE CONSULTANT S LIABILITY TO THE DISTRICT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONSULTANT. 2. CONSULTANT shall purchase and maintain policies of insurance with an insurer or insurers, qualified to do business in the State of California and acceptable to DISTRICT which will protect CONSULTANT and DISTRICT from claims which may arise out of or result from CONSULTANT s actions or inactions relating to the AGREEMENT, whether such actions or inactions be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The aforementioned insurance shall include coverage for: a. The CONSULTANT shall carry Workers Compensation and Employers Liability Insurance in accordance with the laws of the State of California. However, such amount shall not be less than ONE MILLION DOLLARS ($1,000,000). b. Commercial general liability insurance with limits of not less than TWO MILLION DOLLARS ($2,000,000) and automobile liability insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) for bodily injury and property damage liability, per occurrence, including coverage for the following: 1. Owned, non-owned and hired vehicles; 2. Blanket contractual; 3. Broad form property damage; 4. Products/completed operations; and 5. Personal injury. c. Professional liability insurance, including contractual liability, with limits of $1,000,000, per claim. Such insurance shall be maintained during the term of this AGREEMENT and renewed for a period of at least five (5) years thereafter and/or at rates consistent with the time of execution of this AGREEMENT adjusted for inflation. In the event that CONSULTANT subcontracts any portion of CONSULTANT s duties, CONSULTANT shall require any such subcontractor to purchase and maintain insurance coverage as provided in this subparagraph. Failure to maintain professional liability insurance is a material breach of this AGREEMENT and grounds for immediate termination. Page 6 of 9

20 d. Each policy of insurance required in Article VIII, Section 2(b) above shall name the DISTRICT and its officers, agents and employees as additional insureds; shall state that, with respect to the operations of CONSULTANT hereunder, such policy is primary and any insurance carried by the DISTRICT is excess and non-contributory with such primary insurance; shall state that not less than thirty (30) days written notice shall be given to the DISTRICT prior to cancellation; and, shall waive all rights of subrogation. CONSULTANT shall notify the DISTRICT in the event of material change in, or failure to renew, each policy. Prior to commencing work, CONSULTANT shall deliver to the DISTRICT certificates of insurance as evidence of compliance with the requirements herein. In the event CONSULTANT fails to secure or maintain any policy of insurance required hereby, the DISTRICT may, at its sole discretion, secure such policy of insurance in the name of and for the account of CONSULTANT, and in such event CONSULTANT shall reimburse the DISTRICT upon demand for the cost thereof. 3. CONSULTANT, in the performance of this AGREEMENT, shall be and act as an independent contractor. CONSULTANT understands and agrees that CONSULTANT and all of CONSULTANT s employees shall not be considered officers, employees or agents of the DISTRICT, and are not entitled to benefits of any kind or nature normally provided employees of the DISTRICT and/or to which DISTRICT s employees are normally entitled, including, but not limited to, State Unemployment Compensation or Worker s Compensation. CONSULTANT assumes the full responsibility for the acts and/or omissions of CONSULTANT s employees or agents as they relate to the services to be provided under this AGREEMENT. CONSULTANT shall assume full responsibility for payment of any applicable prevailing wages and all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes for the respective CONSULTANT s employees. 4. Nothing contained in this AGREEMENT shall create a contractual relationship with or a cause of action in favor of any third party against either the DISTRICT or CONSULTANT. 5. The DISTRICT and CONSULTANT, respectively, bind themselves, their partners, officers, successors, assigns and legal representatives to the other PARTY to this AGREEMENT with respect to the terms of this AGREEMENT. CONSULTANT shall not assign this AGREEMENT. 6. This AGREEMENT shall be governed by the laws of the State of California. 7. THIS AGREEMENT SHALL NOT INCLUDE OR INCORPORATE THE TERMS OF ANY GENERAL CONDITIONS, CONDITIONS, MASTER AGREEMENT OR ANY OTHER BOILERPLATE TERMS OR FORM DOCUMENTS PREPARED BY THE CONSULTANT. THE ATTACHMENT OF ANY SUCH DOCUMENT TO THIS AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED TO INCORPORATE SUCH TERMS INTO THIS AGREEMENT UNLESS THE DISTRICT APPROVES OF SUCH INCORPORATION IN A SEPARATE WRITING SIGNED BY THE DISTRICT. ANY REFERENCE TO SUCH BOILERPLATE TERMS AND CONDITIONS IN THE PROPOSAL OR QUOTE SUBMITTED BY THE CONSULTANT SHALL BE NULL AND VOID AND HAVE NO EFFECT UPON THIS AGREEMENT. PROPOSALS, QUOTES, STATEMENT OF QUALIFICATIONS AND OTHER SIMILAR DOCUMENTS PREPARED BY THE Page 7 of 9

21 CONSULTANT MAY BE INCORPORATED INTO THIS AGREEMENT BUT SUCH INCORPORATION SHALL BE STRICTLY LIMITED TO THOSE PARTS DESCRIBING THE CONSULTANT S SCOPE OF WORK, RATE AND PRICE SCHEDULE AND QUALIFICATIONS. 8. Each of the PARTIES have had the opportunity to, and have to the extent each deemed appropriate, obtained legal counsel concerning the content and meaning of this AGREEMENT. Each of the PARTIES agrees and represents that no promise, inducement or agreement not herein expressed has been made to effectuate this AGREEMENT. This AGREEMENT represents the entire AGREEMENT between the DISTRICT and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This AGREEMENT may be amended or modified only by an agreement in writing signed by both the DISTRICT and the CONSULTANT. 9. Time is of the essence with respect to all provisions of this AGREEMENT. 10. If either PARTY becomes involved in litigation arising out of this AGREEMENT or the performance thereof, each PARTY shall bear its own litigation costs and expenses, including reasonable attorney s fees. 11. This AGREEMENT is not a valid or enforceable obligation against the DISTRICT until approved or ratified by motion of the Governing Board of the DISTRICT duly passed and adopted. 12. This AGREEMENT shall be liberally construed to effectuate the intention of the PARTIES with respect to the transaction described herein. In determining the meaning of, or resolving any ambiguity with respect to any word, phrase or provision of this AGREEMENT, neither this AGREEMENT nor any uncertainty or ambiguity herein will be construed or resolved against either PARTY (including the PARTY primarily responsible for drafting and preparation of this AGREEMENT), under any rule of construction or otherwise, it being expressly understood and agreed that the PARTIES have participated equally or have had equal opportunity to participate in the drafting hereof. 13. The service covered by this AGREEMENT shall commence on, 2015 and shall be completed by. 14. This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, all of which shall be sufficient evidence of this AGREEMENT. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) Page 8 of 9

22 The PARTIES, through their authorized representatives, have executed this AGREEMENT as of the day and year first written above. MT. SAN JACINTO COMMUNITY COLLEGE DISTRICT By By Brian Orlauski Interim Vice President, Business Services Date Date Address Phone Tax ID# Page 9 of 9