Revised Contract Templates for Professional Services

1. APPROVE revised standard template for use in contracting for professional services; and,
2. APPROVE the simplified template for use when only local funds are used in contracting for professional services.

The Agency has approved template agreements for contracts that are intended to conform closely with revised Caltrans requirements. Specific changes are proposed to the existing standard contract template:  a bifurcated immunity provision for design services contracts, and a requirement that consultants follow rules for accessibility of websites and documents used in public outreach.  In addition, with the expanded authority of the Executive Director to enter into contracts up to $50,000, and the development of significant local revenues through Measure X, a simplified "Local Revenues only” template is proposed. 

Having a simplified contract where the source of funding is purely local makes the contracts easier to negotiate, saving time and resources.  Similarly, having standard language available dealing with issues related to statutory provisions covering immunity when architectural, engineering and design services are involved also speeds up contracting and reduces legal costs involved in negotiations of such agreements.

The Transportation Agency has developed contract templates that incorporate Caltrans' required language, and has updated those templates as Caltrans requirements have changed.  Not all of the Caltrans requirements have clear application to services typically sought by TAMC (such as federal law concerning United States-flag commercial vessels), but are still mandated because the contracts use State or Federal funds.  In consultation with Executive Staff, TAMC counsel has developed a simplified, “local revenues only” contract template that incorporates key provisions from the standard contract template, but omits language considered unnecessary when using funds unencumbered by State or Federal requirements.

Each template agreement is boilerplate proposed to be utilized for all Agency agreements for professional services that can be customized depending upon the method of payment to be used. 

Moreover, state law now permits more limited immunity provisions for those providing architectural, engineering and design work.  That reduced scope of immunity, however, only relates to those actual services.  Accordingly, it is recommended that the Board approve a bifurcated immunity provision that acknowledges reduced immunity for that work, but still provides broad immunity protection for TAMC when those services are not involved. Finally, based on federal law, a new paragraph is being proposed to require Agency consultants to review and follow the Agency’s Best Practices for Accessibility of Documents and Outreach, based upon the policies proposed for consideration at this meeting.

An excerpt from the standard template showing the new bifurcated design services indemnification language is attached.  Also attached is the entire simplified template, with changes shown in delete/strikeout; the new accessibility requirements are on page 8 of that attachment. References to various TAMC roles (Project Manager, Finance Officer and Executive Director) have also been updated for both templates.

Approval of this action will continue existing practice that for Board actions regarding professional services the Board will only review and approve what is unique to each agreement (scope of services, schedule, budget and special provisions), and authorize the Executive Director to sign the standard or simplified agreement.