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Home My WebLink AboutAgreement A-15-608 with Dyson Siegrist Janzen Architects Inc..pdf 15-1669 Agreement No. 15-608 ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 THIS AGREEMENT is made and entered into thisll�-- �day of Q�LYc ,Y, 20C , 2 between the County of Fresno, a political subdivision of the State of California, (hereinafter 3 called "COUNTY"), and Dyson Siesrist Janzen Architects, Inc, a California corporation, 4 located at 1295 N. Wishon Avenue, Suite 101, Fresno, CA 93728 (hereinafter called 5 "CONSULTANT"). 6 WITNESSETH : 7 WHEREAS, the COUNTY desires to retain a CONSULTANT Architect to assist the g COUNTY Capital Projects Division Manager or his/her designated Project Manager in 9 completing various projects and advanced planning for future projects in the COUNTY's 10 Capital Improvement Programs and other COUNTY projects; and 11 WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of 12 Supervisors' adopted Policy governing the selection of architects, engineers, and other 13 professionals, a selection committee selected said CONSULTANT to provide the COUNTY 14 with Architectural services for said projects; and 15 WHEREAS, the COUNTY Capital Projects Division Manager or his/her designated 16 Project Manager shall administer this Agreement; and 17 WHEREAS, the professional Architectural services of the CONSULTANT may be 18 utilized by the Department of Public Works and Planning and other COUNTY Departments; 19 and 20 WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform 21 Architectural services for all projects, and 22 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform 23 Architectural services. 24 NOW, THEREFORE,the parties hereto have and by these presents do agree as follows: 25 I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS 26 A. The COUNTY hereby contracts with the CONSULTANT as an independent 27 contractor to provide Architectural services as described in Article II and enumerated in Article 28 III herein. Page 1 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 B. The CONSULTANT's services shall be performed as expeditiously as is 2 consistent with professional skill and the orderly progress of the work, based on project 3 schedules prepared by the COUNTY Capital Projects Division Manager or his/her designated 4 Project Manager. 5 C. The CONSULTANT shall notify the COUNTY of the names and classifications 6 of employees assigned to a project, and shall not change such assignments without prior 7 notification to and approval by COUNTY. 8 D. If requested by the COUNTY, the CONSULTANT shall retain qualified 9 subconsultant(s) to assist in completing the work. All subconsultants used by the 10 CONSULTANT shall be approved by the COUNTY before they are retained by the 11 CONSULTANT, which approval shall not be unreasonably withheld. Should CONSULTANT 12 retain subconsultants, the maximum Total Fee compensation that may be paid to 13 CONSULTANT hereunder, as specified in Article V below, shall not be increased. 14 E. The CONSULTANT shall not submit bids, or sub-bids, for the contract 15 construction phase of any project for which CONSULTANT provides services hereunder. The 16 CONSULTANT, and all other service providers, shall not provide any project related services 17 for, or receive any project related compensation from any construction contractor, subcontractor 18 or service provider awarded a construction contract for all or any portion of any project for 19 which CONSULTANT provides services hereunder. The CONSULTANT, and all other service 20 providers, may provide services for, and receive compensation from a construction contractor, 21 subcontractor or service provider who has been awarded a construction contract for all or any 22 portion of such a project, provided that such services are provided for, and compensation 23 received for, work outside the scope of this Agreement. 24 The contact person(s) for the CONSULTANT shall be: 25 Name: Robert C. Sie rist Position Principal Architect 26 Telephone: (559)497-6370 Fax: (559)486-4909 27 E-Mail: bob@dsjarchitects.com Web: www.dsiarchitects.com 28 Page 2 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 II. DESCRIPTION OF THE WORK COVERED BY THIS AGREEMENT: 2 A. The work covered by this Agreement is for all or a portion of the services 3 enumerated under Article III for various projects on an as needed basis. The CONSULTANT 4 agrees to provide the professional services that are necessary for each project when expressly 5 authorized in writing by the Capital Projects Division Manager or his/her designated Project 6 Manager. Such work by CONSULTANT shall not begin until CONSULTANT has received a 7 written Notice to Proceed from COUNTY authorizing the necessary project services, the agreed g upon not-to-exceed fee for the project in accordance with the approved hourly fee schedule 9 (Exhibit A, attached) and scope of work. All submittals of documents associated with the 10 project by the CONSULTANT will be made in both hard copy and electronic format. 11 B. Throughout the term of this Agreement, the CONSULTANT shall collaborate and 12 partner with the COUNTY and other Project participants in the interest of maintaining the 13 Project budget and schedule and minimizing claims. Partnering may be instituted during design 14 and/or during construction phases. The scope of the project will determine the level of 15 partnering to be implemented. Sessions shall be attended by all associated project and executive 16 level staff requested by COUNTY, at no additional cost to COUNTY. All sessions are to be 17 conducted at the Fresno County Plaza Building, 2220 Tulare Street, Fresno, California 93721, 18 although the location of any session(s) is subject to change upon notice by COUNTY. 19 IH. CONSULTANT'S SERVICES: 20 A. Phase 1, Programming and Schematic Design: 21 The CONSULTANT shall for each project: 22 1. Ascertain the requirements through a meeting with the Capital Projects Division 23 Manager or his/her designated representative and a review of an existing schematic layout of 24 each project if such layout is available. 25 2. Confirm existing building systems, including electrical, mechanical, plumbing, 26 communications, telephones, and computers through visual observations, review of record 27 documents, and discussions with the COUNTY General Services Department Building 28 Maintenance Superintendent as appropriate for each specific project. CONSULTANT shall not Page 3 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 be responsible for unknown conditions that could not be reasonably identified through the 2 methods described herein. (COUNTY's floor plans provided to CONSULTANT may not show 3 all of the exact wall locations and functions indicated on those plans.) 4 3. Meet with COUNTY staff every two (2) weeks or more often if necessary to 5 review the progress of the project. CONSULTANT shall prepare brief minutes of meetings 6 conducted. The minutes, including any direction provided by the COUNTY, shall be provided 7 at least four(4)days in advance of the next progress meeting. Meet with the Board of State and 8 Community Corrections (BSCC), California State Fire Marshal (CSFM), and/or local or other 9 jurisdictional building officials as appropriate for the specific project, to review applicable 10 building, seismic, and health codes and to confirm compliance with all code requirements 11 applicable to the project. 12 4. Prepare a schematic design consisting of exterior elevations, site plans and floor 13 plans with square footage and rough dimensions, and illustrate the function of the rooms. 14 5. Analyze and show on a floor plan room locations and interior circulation 15 patterns. More than one proposed floor plan may be required. 16 6. Prepare a furniture and equipment layout for the user Department. 17 7. Prepare and submit an opinion of probable construction cost identifying 18 significant area and system components of the project. The opinion of probable construction 19 cost shall be submitted in the "Construction Specifications Institute/Uniform Construction 20 Index" (CSI/UCI) format and shall identify design contingency and escalation amounts to the 21 mid-point of the proposed construction period. 22 8. Monitor and keep COUNTY informed regarding the impact of design issues on 23 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into 24 the design such reasonable changes as the COUNTY deems appropriate, as a result of the 25 COUNTY's review process and impact on the budget or opinion of probable construction cost. 26 If CONSULTANT disagrees with the COUNTY's request, such disagreement must be 27 registered in writing and the COUNTY will attempt to reconcile such disagreement. If it is 28 impossible to make a reconciliation,the written disagreement will become a part of the project's Page 4 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 record. However, CONSULTANT shall then comply with the COUNTY's request. 2 9. Submit and review with the COUNTY in a meeting ten (10) copies of the final 3 schematic design. The ten (10) copies shall be submitted three (3) calendar days prior to the 4 meeting. Schematic design plans submitted for review may be I F x 17". 5 10. Modify or delete portions of the proposed construction work, or reduce program 6 space at the request of the COUNTY if the schematic opinion of probable construction cost 7 indicates increases in costs above the project budget. CONSULTANT shall adhere to any such 8 modifications in the preparation and completion of the schematic plans, opinion of probable 9 construction cost and specifications in work performed under Phase 1. 10 11. Continue to incorporate into the design in the design development phase of 11 CONSULTANT's work, the changes required from project approval of the schematic design 12 only if COUNTY expressly authorizes CONSULTANT in writing to proceed to the next phase. 13 B. Phase 2,Design Development Preliminary Design): 14 The CONSULTANT shall: 15 1. Prepare, in this or subsequent work,plans of the site or plot plans suitable for the 16 Site Plan Review process. 17 2. Prepare, in this or subsequent work, floor plans, site plans, interior elevations and 18 details suitable to submit to the Division of State Architect for Accessible Compliance review 19 only. 20 3. Provide, in this or subsequent phase of his work, all data necessary to comply 21 with all City and County permits and land use requirements. 22 4. Review the progress and content of the drawings and cost estimate every two (2) 23 weeks in meetings with the COUNTY, and prepare brief minutes thereof. CONSULTANT 24 must monitor and keep COUNTY informed regarding the impact of design issues on the project 25 budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design 26 such reasonable design and operations changes as the COUNTY deems appropriate as a result 27 of the COUNTY's review processes and impact on the project budget or opinion of probable 28 construction cost. If CONSULTANT disagrees with the COUNTY's request, such Page 5 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 disagreement must be registered in writing and the COUNTY will attempt to reconcile such 2 disagreement. If it is impossible to make a reconciliation, the written disagreement will become 3 part of the project's record. However, CONSULTANT shall then comply with the COUNTY's 4 request. 5 5. Prepare the design development drawings on 24" by 36" or larger sheets and 6 opinion of probable construction cost and preliminary specifications on 8-1/2" by 11" pages. 7 The preliminary design shall consist of floor plans, exterior elevations, cross sections and 8 interior elevations, landscaping plan, site and plot plans and other drawings drawn to scale and 9 showing the locations of walls, doors, windows, equipment fixtures, and other necessary items 10 together with the requirements for the electrical, heating, plumbing, air conditioning, and other 11 work necessary to complete the project. Construction structural framing and finish materials 12 shall be clearly identified on design development drawings. 13 6. Prepare a detailed design development opinion of probable construction cost, 14 which shall identify the construction components, building systems, and requirements of the 15 project. 16 a. The opinion of probable construction cost shall be projected to the midpoint 17 of the probable construction period and include material and labor unit costs, overhead, profit, 18 insurance, taxes, general requirements, supervision, and difficulty factors and be organized in 19 the CSI Uniformat or Masterformat. 20 b. The opinion of probable construction cost shall identify escalation and design 21 contingency amounts, which must be approved by the COUNTY. 22 7. Submit originals to COUNTY for reproduction in quantities necessary for project 23 review of the completed design development plans, specifications, and opinion of probable 24 construction cost. This design development submittal shall also include the fixture cuts for all 25 pieces of equipment included in the design. CONSULTANT shall meet as necessary with the 26 COUNTY to identify and explain in detail all elements included in the Design Development 27 document requirements as outlined herein or meet as necessary to fully explain his design scope 28 and obtain COUNTY's approval thereof. Page 6 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 8. Review and confirm with COUNTY staff the construction budget. 2 9. Delete portions of the proposed construction work or change materials and 3 equipment at the request of the COUNTY if the preliminary opinion of probable construction 4 cost exceeds the construction budget. The CONSULTANT shall adhere to any such 5 modifications in the preparation and completion of preliminary plans, opinion of probable 6 construction cost, and specifications in this Phase. 7 10. Continue to incorporate into the design in the succeeding phases of the 8 CONSULTANT's work the changes identified from project approval of the design development 9 (preliminary design) and proceed with the next phase only if expressly authorized in writing by 10 COUNTY. 11 11. At the completion of the Design Development Phase, submit drawings to Fresno 12 County Development Services for Site Plan Review and if required, submit accessible 13 compliance drawings to the Division of State Architect. 14 C. Phase 3 Construction Documents 15 The CONSULTANT shall: 16 1. Prepare the final working drawings from the design development drawings 17 (preliminary design), as modified by the COUNTY,on 24"by 36" sheets or larger and technical 18 specifications on 8-1/2" by 11" pages setting forth in detail the work to be done, the materials, 19 workmanship, finishes, and equipment required for the architectural, structural, mechanical, 20 electrical, communications, and other components of construction necessary to provide the 21 COUNTY a complete and functional project for its intended purpose within the requirements of 22 this Agreement. 23 2. Monitor and keep COUNTY informed regarding the impact of design issues on 24 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into 25 the design such reasonable changes, as the COUNTY deems appropriate as a result of the 26 COUNTY's review processes and impact on the project budget or opinion of probable 27 construction cost. 28 3. Review, comment, and/or make recommendations on the form and content of the Page 7 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 COUNTY's General Conditions, Special Conditions, and Bid Form as they apply towards this 2 project. 3 4. In addition to the technical specifications, prepare special or supplemental 4 conditions for the construction contract documents. The COUNTY will package the 5 CONSULTANT's documents with the COUNTY's approved General Conditions, Notice to 6 Contractors calling for bids, the Bid Form, and related documents to complete the construction 7 contract and bid specifications. Specifications for asbestos abatement, if required for a specific 8 project,will be incorporated by the COUNTY into the bid package. 9 5. Include alternate bid items (preferably additive), not as separate design drawings 10 but incorporated into the original construction drawings, to allow construction element choices 11 or cost options by the COUNTY. The basis of award may be on the base bid only, or base bid 12 plus additive alternatives. Additive bid items may be necessary so that the COUNTY will be 13 able to award a construction contract not exceeding available construction funds. 14 6. Submit to the COUNTY the projected and final construction opinion of probable 15 construction cost organized in the CSI Masterformat for the base bid work and alternate bid 16 items. The opinion of probable construction cost shall be projected to the midpoint of the 17 scheduled construction period to be scheduled by the COUNTY. Differences between the 18 design development (preliminary) and final opinion of probable construction cost shall be 19 explained in writing. 20 7. Verify the reasonableness of the estimated construction period for construction 21 contract bidding purposes as provided by the COUNTY and identify long delivery items of 22 materials and equipment which will impact the length of the construction contract. 23 8. If required for the construction of a specific project, propose and submit a 24 recommended testing and inspection list for materials identifying type, quantity, frequency, 25 schedule, and cost estimate of tests to be performed by an independent testing firm during 26 construction. 27 9. Submit progress originals and final originals of the plans, specifications, 28 calculations and opinion of probable construction cost for reproduction by the COUNTY. Page 8 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Submit four(4) copies of structural calculations. 2 10. If required, submit additional copies of the completed plans, calculations, and 3 specifications to the COUNTY for transmittal to California State Fire Marshal (CSFM), Board 4 of State and Community Corrections (BSCC) and applicable plan check agencies for building, 5 seismic, and health code compliance, accessibility and approval as applicable for each project. 6 11. For projects requiring building permits to be issued by the County of Fresno 7 Development Services Division, submit three (3) sets of the completed plans and calculations 8 for plan check. The CONSULTANT shall be responsible for supplying all supporting 9 documentation required to obtain all permits as directed by Fresno County Development 10 Services. It is the intent that the CONSULTANT shall be responsible to provide and process all 11 drawings and data required to issue permits and approvals by Federal, State, County, City 12 and/or any other Government or Utility Company approvals. Review and/or permit fees shall 13 be reimbursed to the CONSULTANT on a dollar for dollar basis with no mark-up. Fresno 14 County Development Services fees, Division of State Architect fees and Pacific Gas and 15 Electric fees shall be paid for directly by the COUNTY. 16 12. If required by approval agencies, such as the CSFM, for the construction of each 17 project, submit to the COUNTY using the appropriate agency forms, project background 18 information and recommended testing and inspection list for materials to be used for each 19 project, identifying type, quantity, frequency, and schedule. 20 12. Modify plans as required to obtain plan check approval. 21 D. Phase 4,Bidding and Award: 22 The CONSULTANT shall: 23 1. Deliver to the COUNTY, two (2) weeks prior to the bid advertising date (which 24 will be determined by COUNTY), the final completed original drawings and specifications for 25 COUNTY printing and distribution of bid sets to interested contractors. The original drawings 26 and specification index sheet shall be stamped by a seal with CONSULTANT and subconsultant 27 license numbers and/or signed in accordance with the California Business and Professions 28 Code. Page 9 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 2. Submit a list of general and specialty contractors who may be interested in 2 bidding on this project. 3 3. Attend the pre-bid conference scheduled by the COUNTY. 4 4. Submit to the COUNTY for review and approval any addenda deemed 5 necessary. Addenda, if any, shall be submitted no later than seven(7) working days prior to the 6 scheduled bid opening. 7 5. Assist the COUNTY in evaluating the base bids and alternate bid items received. 8 6. Delete or otherwise change portions of the proposed construction work at the 9 request of the County if the lowest bid proposal for the construction contract exceeds the 10 COUNTY approved opinion of probable construction cost (which will include the 11 CONSULTANT's design contingency amount approved by the COUNTY) by 10% or more, 12 and if the COUNTY rejects all bids. The CONSULTANT shall revise the plans and 13 specifications to comply with such modifications and shall assist the COUNTY in obtaining 14 new proposals from contractors at no additional cost to the COUNTY. Modifications shall be 15 completed on a time schedule commensurate with the scope of the change and as set forth by 16 the COUNTY. 17 E. Phase 5 Construction Observation: 18 The CONSULTANT shall: 19 1. Attend the preconstruction conference scheduled by the COUNTY. 20 2. Provide construction observation including but not limited to: 21 a. Making recommendations to the COUNTY on all claims of the COUNTY or 22 construction contractor (hereinafter called "CONTRACTOR") and all other matters relating to 23 the execution and progress of work, including interpretation of the CONSULTANT's contract 24 documents. 25 b. Except for color boards, within seven (7) working days of COUNTY's 26 request, reviewing and making recommendations for samples, schedules, shop drawings, and 27 other submissions for general conformance with the design concept of the project and for 28 general compliance with the plans and specifications and information provided by the Page 10 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 CONSULTANT's contract documents. 2 c. Within two (2) working days of COUNTY's request for information (RFI), 3 responding to the COUNTY Construction Engineer or CONTRACTOR, through the COUNTY 4 Construction Engineer with information and/or drawings needed from CONSULTANT in order 5 to clarify the intent of the construction contract plans and specifications of the project. 6 CONSULTANT shall review CONTRACTOR's cost proposals for all change orders associated 7 with any additional work as may be necessary by the RFI clarification. 8 d. Recommending and assisting in the preparation of necessary change orders, 9 with supporting documentation, calculations and opinion of probable construction cost, for 10 review and issuance of change orders by the COUNTY Construction Engineer to obtain 11 appropriate agency acceptance and approval. 12 (1) Drawings and work necessary to delineate the COUNTY's changes to the 13 construction contract or to make modifications as directed by the Board of Supervisors, which 14 shall be made as directed by the Construction Engineer. 15 (2) Notwithstanding the foregoing, where the change order arises as a result 16 of an error or omission of the CONSULTANT, the CONSULTANT shall not be compensated 17 for time spent or cost incurred in efforts connected with the correction thereof. In such event, 18 the costs incurred by COUNTY for rework of installed work shall be assessed upon the 19 CONSULTANT's contract payments. 20 (3) Assist COUNTY, at COUNTY's express, written authorization, with any 21 claim resolution process involving CONTRACTOR and COUNTY as specified hereunder, 22 including serving as a witness in connection with any public hearings or legal proceeding, 23 including dispute resolutions required by law. The parties recognize that this clause is provided 24 as a means of expediting resolution of claims among the CONTRACTOR, COUNTY and 25 CONSULTANT. However, it is understood the CONTRACTOR is not an intended third parry 26 beneficiary of this clause. Compensation for these services under this subparagraph 27 III.E.2.d.(3), shall be provided under Article V.0 of this Agreement, subject to the following: 28 (a) COUNTY may believe that CONSULTANT's work under this Page 11 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Agreement is connected with errors, or omissions, or problems related to a claim. As a result 2 and upon notice of same by COUNTY, CONSULTANT's payment request for such services 3 shall be held in suspense by COUNTY until final determination in accordance with Article IX, 4 "Errors or Omission Claims and Disputes" of this Agreement, or by a court of law of the 5 proportion that CONSULTANT's fault bears to the fault of all parties concerned. 6 (b) Such amounts held in suspense, pending the final determination as to 7 the CONSULTANT's proportional fault, shall not be paid to CONSULTANT. However, the 8 appropriate percentage of such amount held in suspense shall be paid to CONSULTANT when, 9 once a final determination has been made, whether pursuant to Article IX, ("Errors or Omission 10 Claims and Disputes") of this Agreement, or by a court of law, CONSULTANT thereafter 11 submits a proper invoice to the Department of Public Works, which then shall evaluate and 12 approve the invoice in accordance with Article V.0 of this agreement.. 13 3. At intervals appropriate to the stage of construction, or as otherwise deemed 14 necessary by CONSULTANT, visit the site of the project as necessary to become familiar 15 generally with the progress and quality of the work and to determine that the work is proceeding 16 in general accordance with the contract documents. CONSULTANT shall not be required to 17 make exhaustive or continuous on-site inspections but shall give direction to the Construction 18 Inspector as hereinafter more specifically provided. 19 4. CONSULTANT shall not be responsible for the CONTRACTOR's failure to 20 carry out the construction work in accordance with the contract documents, however, 21 CONSULTANT shall immediately advise the COUNTY Representative of any known or 22 observed deviation from the contract documents. CONSULTANT shall not have control over 23 or charge of, and shall not be responsible for construction means, methods, techniques, 24 sequence, or procedure, or for the safety precautions, programs, or equipment in use of 25 connection with the work, since these are solely the CONTRACTOR's responsibility under the 26 contract for construction. 27 5. Based on CONSULTANT's visits to the site, CONSULTANT shall keep the 28 COUNTY informed through written reports as to the progress of the work, shall advise the Page 12 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 COUNTY of defects and deficiencies of the work of contractors, and may recommend that the 2 COUNTY reject work as failing to conform to the contract documents. 3 6. Conduct site visits which shall include, but not be limited to, on-site inspections 4 to determine the dates of substantial completion and final completion and to recommend to the 5 COUNTY its acceptance of the work, for the filing of the notice of completion and issuance of 6 final certificate for payment. 7 7. Conduct a"project shakedown"and staff orientation for the completed project. 8 F. Phase 6,Building Systems Testing and Staff Orientation: 9 1. At a minimum, twenty (20) working days prior to the completion of the Project 10 the CONSULTANT and his/her subconsultants shall begin conduction testing of all the 11 building's mechanical, plumbing, electrical and other systems included within the design 12 contract. 13 2. The CONSULTANT and his/her subconsultants shall develop a punch-list of 14 items needing completion, repair or replacement to be delivered to the COUNTY's Project 15 Manager. A minimum of three(3) separate punch-list visits shall be included. 16 3. The CONSULTANT and his/her subconsultants shall conduct a building 17 maintenance staff orientation and training when the building systems are deemed complete and 18 in working order by the Project Manager. 19 G. Phase 7 Post-Construction Services: 20 The CONSULTANT shall: 21 1. Review and forward to the COUNTY two (2) copies of Operations and 22 Maintenance Manuals to be furnished by the CONTRACTOR. 23 2. Inform the COUNTY of all written guarantees required of the CONTRACTOR 24 by the CONSULTANT's technical specifications or special conditions. 25 3. Return to COUNTY all plans borrowed from COUNTY by CONSULTANT. 26 4. Require through the construction contract specifications that record drawings be 27 prepared by the CONTRACTOR and submitted to the COUNTY for acceptance by the 28 Construction Inspector and CONSULTANT. However, upon completion of the project, Page 13 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 CONSULTANT shall transfer the CONTRACTOR's record drawing changes onto the 2 CONSULTANT's original drawings. The complete record drawing set shall remain at all times 3 the property of the COUNTY. Changes shall be identified by cloud markings and shall identify 4 date of change and its source, such as from addenda, change order, or clarification. 5 CONSULTANT shall have no responsibility for the accuracy of information provided, either by 6 the CONTRACTOR or by the Construction Inspector, for transfer to record drawings. 7 5. If construction plans have been prepared with a CAD system, record drawings in 8 the form of.dxf or .dwg files shall be furnished and delivered to Department of Public Works 9 and Planning in addition to reproducibles. Such.dxf or.dwg files shall be furnished on compact 10 disk(CD-ROM). 11 6. Participate fully, aligned with and not adverse to the interests of the COUNTY, 12 upon request, in the early settlement discussions of construction claims resolution issues. In the 13 event such participation is requested of CONSULTANT, CONSULTANT shall be paid for such 14 services as provided under the provisions of Article V of this Agreement for the time spent in 15 such participation. All provisions of subparagraph III.E.2.d (3). of this Agreement shall apply 16 to CONSULTANT's participation in any early settlement discussions required by this Section 17 III.F. CONSULTANT'S participation in this process does not preclude the COUNTY's right to 18 make an error and omissions claim against the CONSULTANT. 19 7. No final payment to the CONSULTANT will be issued until the services of this 20 phase have been performed and errors and omissions attributed to the CONSULTANT have 21 been resolved. 22 IV. COUNTY'S OBLIGATIONS: 23 The COUNTY will, for each project: 24 A. Compensate the CONSULTANT as provided in this Agreement. 25 B. Provide a "COUNTY Representative" who will represent the COUNTY and who 26 will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT'S 27 performance of its obligations under this Agreement. The COUNTY Representative will be the 28 Capital Projects Division Manager or his/her designated representative through award of the Page 14 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 construction contract and the COUNTY Construction Engineer after award of the construction 2 contract to completion of the project by the CONTRACTOR. The CONSULTANT shall 3 communicate and coordinate with the COUNTY Representative who will provide the following 4 services as appropriate for each project: 5 1. Provide basic design layouts and drawing layouts as may be required for each 6 project unless otherwise agreed by the COUNTY and the CONSULTANT. 7 2. Prepare the title sheet for each project's plans unless otherwise agreed by the 8 COUNTY and the CONSULTANT. 9 3. Loan or provide copies of any available building plans to the CONSULTANT. 10 4. Examine documents submitted to the COUNTY by the CONSULTANT and 11 timely render decisions pertaining thereto. 12 5. Provide communication between the CONSULTANT and COUNTY officials 13 and commissions(including user Department). 14 C. Give reasonably prompt consideration to all matters submitted by the 15 CONSULTANT for approval to the end that there will be no substantial delays in the 16 CONSULTANT's program of work. Any approval, authorization or request to the 17 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of 18 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the 19 COUNTY Representative or his/her designee. 20 V. COMPENSATION: 21 A. Total Fee: 22 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the 23 services required under this Agreement shall not exceed a total amount of five hundred 24 thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at 25 the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not 26 to exceed agreed maximums for each phase of each project. 27 2. The rates listed herein are to remain in effect for the duration of this Agreement. 28 Rates may be renegotiated annually after the first anniversary from the date of execution of this Page 15 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments 2 may not exceed the Engineering News Record's Construction Cost Index or the California 3 Consumer Price Index as published by the California Department of Industrial Relations for the 4 year,whichever is lower. 5 B. Basic Fee: 6 1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over 7 the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to 8 in writing between CONSULTANT and Capital Projects Division Manager or his/her 9 designated representative. 10 2. All expenses incidental to CONSULTANT's performance of services under 11 Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include, 12 but may not be limited to, transportation and travel, postage and courier services, photo and 13 duplicating services, telephone and facsimile charges, computer storage media, drawing and 14 plotting media,printing of"check print" plans and plan sets and documents specifically required 15 by the provisions of Article III of this Agreement. 16 3. CONSULTANT shall not add markup percentages or costs to subconsultant's 17 costs or incidental costs unless expressly authorized in writing by the COUNTY. 18 a. If the CONSULTANT becomes aware of potential unforeseen expenses that 19 would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the 20 COUNTY in writing of the extent and nature of such expenses or services. Upon mutual 21 agreement of the CONSULTANT and the COUNTY Representative, the scope of work and 22 agreed fee for a project may be amended in writing to cover such unforeseen expense or cost. 23 C. Payments: 24 1. Progress payments will be made by the COUNTY upon receipt of the 25 CONSULTANT's monthly invoices and approval by COUNTY thereof based on the 26 COUNTY's evaluation of the completion of the respective components of the project(s). 27 Invoices shall clearly identify the specific project, the phase of the project, the percent of the 28 work completed, agreed maximum fee, and description of the work performed, and shall be Page 16 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall 2 submit separate invoices for each phase of each project for work being performed under this 3 contract. Invoices shall be forwarded to: 4 Stuart G. Seiden,Division Manager 5 Capital Projects Division 6 Fresno County Public Works&Planning Department 7 2220 Tulare Street, Suite 610 8 Fresno, CA 93721-2104 9 10 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works & 11 Planning will take a maximum of five (5)working days to review, approve, and submit it to the 12 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices 13 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention, 14 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor- 15 Controller/Treasurer-Tax Collector receives the approved invoice. 16 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the 17 earned compensation in accordance with the provisions of Article VII of this Agreement. 18 4. An unresolved dispute over a possible negligent error or omission may cause 19 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY. 20 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY 21 request, pre-approved documentation,that complete payment, less a five percent(5%)retention, 22 has been made by CONSULTANT to all subconsultants as provided herein for all previous 23 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in 24 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary 25 rights, and expressly disclaim any such status or rights. 26 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no 27 later than thirty (30) days after a specific project is completed. Payment for retentions for each 28 project shall not be made until all services are completed for that project in accordance with the Page 17 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 provisions of Article III. 2 7. In the event the COUNTY reduces the scope of a specific project, the 3 CONSULTANT will be compensated on an hourly basis,not to exceed the agreed maximum for 4 that authorized phase, for actual work completed and accepted by the COUNTY in accordance 5 with the terms of this Agreement. 6 VI. COMPENSATION RECORDS: 7 The CONSULTANT shall keep complete records for a period in accordance with the 8 provisions of Article VIII.0 showing the hours and description of activities performed by each 9 person who works on the project and all associated costs or charges applicable to work covered 10 by the basic fee. The CONSULTANT will be responsible for all subconsultants keeping similar 11 records. 12 VII. RETENTION FROM EARNED COMPENSATION: 13 The COUNTY is entitled to and may withhold a five percent (5%) retention from the 14 earned compensation of the CONSULTANT separately for each project. Such retention from 15 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant 16 services of a project to be provided under this Agreement, including those phases completed. 17 VIII. AUDITS,ACCOUNTING AND INSPECTIONS ACCESS: 18 A. The CONSULTANT shall establish accounting and bookkeeping practices 19 including, but not limited to, employee time cards, payrolls, and other records of transactions 20 including those to be paid from State Grant and Federal Grant funds in accordance with the 21 performance of this Agreement. 22 B. The CONSULTANT shall at any time during regular business hours, and as often as 23 the COUNTY may deem necessary, make available for examination by the Comptroller General 24 of the United States, HUD, State of California or the COUNTY Auditor-Controller/ Treasurer- 25 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data 26 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal, 27 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of 28 personnel, conditions of employment, and other data relating to matters covered by this Page 18 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Agreement. 2 C. The CONSULTANT shall be subject to the examination and audit of the Auditor 3 General for a period of three (3) years after final payment under this Agreement (Government 4 Code Section 8546.7). 5 D. The CONSULTANT shall certify accounts when required by the COUNTY. 6 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES: 7 A. Definitions: 8 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of 9 professional services, acting as a business entity (owner, partnership, corporation,joint venture 10 or other business association) in accordance with the terms of an Agreement with the 11 COUNTY. 12 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of 13 right, adjustment or interpretation of contract terms, payment of money, extension of time, 14 change orders, or other relief with respect to the terms of the contract. The term "Claim" also 15 includes other disputes and matters in question between the COUNTY and CONSULTANT 16 arising out of or relating to the contract. Claims must be made by written notice. The 17 provisions of Government Code Section 901, et seq., shall apply to every claim made to 18 COUNTY. The responsibility to substantiate claims shall rest with the party making the claim. 19 The term "Claim" also includes any allegation of a negligent error or omission by the 20 CONSULTANT. 21 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the 22 following procedures are established in the event of any claim or dispute by COUNTY or 23 CONSULTANT alleging a negligent error, act, or omission. 24 1. Claims, disputes or other matters in question between the parties, arising out of 25 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the 26 following procedures. 27 2. The Capital Projects Division Manager or his/her designated representative of 28 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute, Page 19 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 including what damages have occurred, the measure of damages and what proportion of 2 damages, if any, shall be paid by either party. The parties agree to consult and consider the use 3 of mediation or other form of dispute resolution prior to resorting to litigation. 4 3. If the COUNTY and CONSULTANT cannot reach agreement under the 5 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all 6 parties, be submitted to a panel of three (3) for a recommended resolution. The 7 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the third 8 member shall be selected by the other two panel members. The discovery rights provided by 9 California Code of Civil Procedure for civil proceedings shall be available and enforceable to 10 resolve the disputed issues. Either party requesting this dispute resolution process shall, when 11 invoking the rights to this panel, give to the other party a notice describing the claims, disputes 12 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel, 13 both parties shall submit all documents such party intends to rely upon to resolve such dispute. 14 If it is determined by the panel that any party has relied on such documentation, but has failed to 15 previously submit such documentation on a timely basis to the other parry, the other party shall 16 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision 17 by the panel is not a condition precedent to arbitration,mediation or litigation. 18 4. Upon receipt of the panel's recommended resolution of the dispute issues, the 19 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement. 20 If the parties still are unable to reach agreement, each party shall have recourse to all 21 appropriate legal and equitable remedies. 22 C. The procedures to be followed in the resolution of claims and disputes may be 23 modified at any time by mutual agreement of the parties hereto. 24 D. The CONSULTANT shall continue to perform its obligations under this Agreement 25 pending resolution of any dispute, and the COUNTY shall continue to make payments of all 26 undisputed amounts due under this Agreement. 27 E. When a claim by either party has been made alleging the CONSULTANT's 28 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her Page 20 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 designated representative and the CONSULTANT shall meet and confer within twenty-one (21) 2 days after the written notice of the claim has been provided. 3 X. JOINDER OF PARTIES: 4 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of 5 any tier, suppliers and construction lenders shall all be bound by the dispute resolution 6 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT, 7 shall participate in and shall become parties to the dispute resolution process, provided they 8 have signed any document that incorporates or refers to the dispute resolution provisions of this 9 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such 10 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any 11 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this 12 regard. If such a parry after due notice fails to appear at and participate in the dispute resolution 13 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall 14 make a decision based on evidence introduced by the party or parties who do participate. 15 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS: 16 A. The CONSULTANT will review and analyze construction contract claims and 17 recommend resolution of them as soon as possible following receipt of demand by COUNTY. 18 B. Within a reasonable time after receipt of a claim, the CONSULTANT shall 19 provide a written analysis of the claim to the COUNTY, signed by the CONSULTANT and any 20 affected subconsultants. The written analysis shall include the CONSULTANT's professional 21 opinion of the responsibility for payment of the claim, with supporting facts and documentation. 22 A copy of the written analysis shall be provided to the respective insurance adjusters for 23 CONSULTANT and any affected subconsultant. 24 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the 25 following actions,within ten(10) days of receipt of a claim: 26 1. Request additional supporting data from the claimant, requiring that such data be 27 supplied within ten(10) days of the request; 28 Page 21 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 2. Submit a schedule to the parties indicating when the CONSULTANT expects to 2 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's 3 original receipt of the claim; 4 3. Recommend rejection of the claim in whole or in part, stating the reasons for 5 such rejection; 6 4. Recommend approval of the claim by the other party, or 7 5. Suggest a compromise. 8 D. In every case, CONSULTANT shall provide its recommended resolution of a claim 9 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains 10 COUNTY's prior written approval. 11 XII. INDEPENDENT CONTRACTOR: 12 A. In performance of the work, duties, and obligations assumed by CONSULTANT 13 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any 14 and all of CONSULTANT's officers, agents and employees, will at all times be acting and 15 performing as an independent contractor, and shall act in an independent capacity and not as an 16 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY. 17 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or 18 method by which CONSULTANT shall perform its work and function. However, COUNTY 19 shall retain the right to administer this Agreement so as to verify that CONSULTANT is 20 performing its obligations in accordance with the terms and conditions thereof. 21 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules 22 and regulations, if any, of governmental authorities having jurisdiction over matters the subject 23 thereof. 24 B. Because of its status as an independent contractor, CONSULTANT shall have 25 absolutely no right to employment rights and benefits available to COUNTY employees. 26 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its 27 employees all legally required employee benefits. In addition, CONSULTANT shall be solely 28 responsible and save COUNTY harmless from all matters relating to payment of Page 22 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 CONSULTANT's employees, including compliance with Social Security, withholding, and all 2 other regulations governing such matters. It is acknowledged that during the term of this 3 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or 4 to this Agreement. 5 XIII. PARTIES BOUND BY AGREEMENT: 6 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their 7 respective successors in interest, legal representatives, executors, administrators, and assigns 8 with respect to all covenants as set forth herein. 9 XIV. REQUIRED APPROVALS: 10 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer 11 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior 12 express, written consent of the COUNTY. Such consent and approval may be given only by the 13 COUNTY Board of Supervisors. 14 XV. COMPLIANCE WITH LAWS: 15 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances, 16 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's 17 performance of the professional services to be provided hereunder. 18 B. CONSULTANT shall submit a current version of its Illness and Injury Prevention 19 Plan (IIPP), applicable safety programs and contact information for the CONSULTANT's 20 responsible person for these programs to the COUNTY Representative at the time this 21 AGREEMENT is signed by the CONSULTANT. Throughout the term of this AGREEMENT, 22 Consultant shall provide updates to the safety plans and programs to the COUNTY 23 Representative as they are implemented. 24 25 XVI. GOVERNING LAW: 26 A. Any controversy or claim arising out of or relating to this Agreement which cannot 27 be amicably settled without court action shall be litigated either in a State court for Fresno 28 County, California, or in the U.S. District Court for the Eastern District of California, located in Page 23 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Fresno County. 2 B. The rights and obligations of the parties and all interpretations and performance of 3 this Agreement shall be governed in all respects by the laws of the State of California. 4 XVII. AMENDMENTS: 5 Any changes to this Agreement requested either by the COUNTY or CONSULTANT 6 may only be effected if mutually agreed upon in writing by duly authorized representatives of 7 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a 8 party hereto be waived, except by such in writing. 9 XVIII.CONSULTANT'S LEGAL AUTHORITY: 10 A. Each individual executing this Agreement on behalf of CONSULTANT hereby 11 covenants, warrants, and represents: 12 1. That he or she is duly authorized to execute and deliver this Agreement on behalf 13 of such corporation in accordance with a duly adopted resolution of the corporation's board of 14 directors and in accordance with such corporation's articles of incorporation or charter and 15 bylaws; 16 2. That this Agreement is binding upon such corporation; and 17 3. That CONSULTANT is a duly organized and legally existing corporation in 18 good standing in the State of California. 19 XIX. HOLD HARMLESS: 20 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers, 21 agents, and employees, against the payment of any and all costs and expenses (including 22 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily 23 and personal injury to or death of any person or for loss of any property resulting from or 24 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its 25 officers, agents, and employees, in performing or failing to perform any work, services, or 26 functions under this Agreement. 27 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in 28 the defense of any claim, suit, or other action alleging liability, arising from the performance or Page 24 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 failure to perform of any COUNTY construction contractor or subcontractor in connection with 2 any project for which CONSULTANT has been retained under Article III above. Such 3 cooperation may include an agreement to prepare and present a cooperative defense after 4 consultation with CONSULTANT's professional liability insurance carrier. 5 XX. LIABILITY INSURANCE: 6 A. Prior to commencing the duties under the Agreement with the COUNTY, the 7 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates 8 for the following insurance policies which shall be kept in force during the term of the 9 Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as 10 may be specified herein with respect to a particular type of policy. 11 1. Commercial General Liability Insurance or Comprehensive General Liability 12 Insurance, naming the COUNTY as an additional insured, with limits of not less than one 13 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two 14 million dollars($2,000,000). 15 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of 16 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand 17 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars 18 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars 19 ($500,000). 20 3. Worker's Compensation insurance policy as required by the California Labor 21 Code. 22 4. Professional Liability Insurance: 23 a. Professional Liability Insurance with limits of not less than one million 24 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and 25 with a deductible not to exceed fifty thousand dollars ($50,000). A deductible greater than fifty 26 thousand dollars ($50,000) will be acceptable to the COUNTY receiving satisfactory, certified 27 information of the CONSULTANT's ability to support such a deductible. The financial ability 28 Page 25 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 to support the difference between fifty thousand dollars ($50,000) and the greater deductible 2 amount requested by the CONSULTANT shall be guaranteed by any of the following: 3 1). Cash deposit with a trustee bank. 4 2). Irrevocable letter of credit issued by a bank for the same time period as 5 specifically referenced in subparagraph XX.A.4.c herein. 6 3). Withholding payment under terms of the Agreement for the same time 7 period as specifically referenced in subparagraph XX.A.4.c. herein. 8 b. CONSULTANT and subconsultants shall make full disclosure, in writing to 9 the COUNTY, of all pending and open claims and disputes during the course of this Agreement 10 that affect the specified aggregate limits of the Professional Liability Insurance policy. 11 c. Professional Liability Insurance shall be kept in force for a minimum of two 12 (2) years past the date of final payment to CONSULTANT, and including the full and final 13 resolution of all claims, disputes, and matters in question regarding the project. 14 d. In the event that CONSULTANT voluntarily changes, or involuntarily 15 changes due to circumstances beyond its control, its Professional Liability Insurance policy 16 carrier during the period such coverage is required to be in force (as specified in the 17 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new 18 policy shall include prior acts coverage retroactive, at least, to the date of execution of this 19 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail" 20 coverage from the former policy carrier, negotiate a retroactive reporting date with the new 21 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and 22 shall in any event maintain Professional Liability Insurance in a manner that provides 23 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period 24 of two (2) years past the issuance of final payment to the CONSULTANT. 25 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice 26 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies. 27 C. The COUNTY, its officers, agents and employees, individually and collectively, 28 shall be named as an additional insured under the policy for Commercial General Liability Page 26 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations 2 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall 3 apply as primary insurance and any other insurance, or self-insurance, maintained by the 4 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with 5 insurance provided under the CONSULTANT's policies herein. 6 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as 7 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or 8 terminate this Agreement upon the occurrence of such event. 9 E. All policies shall be issued by admitted insurers licensed to do business in the State 10 of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better. 11 XXI. OWNERSHIP OF DOCUMENTS: 12 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership 13 rights of the drawings and the work-product of CONSULTANT for each project, to the fullest 14 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that 15 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that 16 term is defined in copyright law, by COUNTY; that the drawings and work-product to be 17 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the 18 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole 19 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible 20 rights of any kind or nature in connection therewith; that all the contractual or intangible rights 21 of any kind or nature, title, and interest in and to the drawings and work-product will be 22 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to 23 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and 24 intangible rights relating to said drawings and work-product; that COUNTY shall be and 25 become the owner of such drawings and work product, free and clear of any claim by 26 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT 27 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work 28 product shall apply regardless of whether such drawings or work product, or any copies thereof, Page 27 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For 2 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports 3 and study findings commissioned to develop the design of each project, drawings and schematic 4 or preliminary design documents of each project, certified reproducibles of the original final 5 construction contract drawings of each project, specifications of each project, the approved 6 opinion of probable construction cost of each project, record drawings of each project, as-built 7 plans of each project, and discoveries, developments, designs, improvements, inventions, 8 formulas, processes, techniques, or specific know-how and data generated or conceived or 9 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that 10 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County 11 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs 12 previously developed or used by the CONSULTANT, or developed by the CONSULTANT 13 without COUNTY compensation, shall remain the property of the CONSULTANT and use is 14 granted to COUNTY only for the specific project undertaken under this agreement. 15 B. If a project is terminated prior to completion of the construction document phase of 16 any project under Article III, a reproducible copy and electronic files of documents as 17 completed at the time of termination of the project shall be submitted by CONSULTANT to the 18 COUNTY,which may use them to complete each project in future phases. 19 C. If the project is terminated at the completion of the construction document phase of 20 any project, a reproducible copy and electronic files of final construction contract drawings 21 (both .dwg and .plt files), specifications, and approved opinion of probable construction cost 22 shall be submitted by CONSULTANT to COUNTY. 23 D. Documents, including drawings and specifications, prepared by CONSULTANT for 24 any project pursuant to this Agreement are not intended or represented to be suitable for reuse 25 by COUNTY or others on extensions of the services provided for that project or any other 26 project. Any use of completed documents for other projects and/or any use of uncompleted 27 documents will be at COUNTY's sole risk and without liability or legal exposure to 28 CONSULTANT. Page 28 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 E. COUNTY has requested that certain machine readable information and CAD data on 2 construction documents be provided by CONSULTANT for each project under this Agreement. 3 Such machine readable information and CAD data are more specifically described in Article III. 4 CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected 5 with: 6 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of 7 such machine readable information and CAD data; or 8 2. Decline of accuracy or readability of machine readable information and CAD 9 data due to inappropriate storage conditions or duration; or 10 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine 11 readable information and CAD data for additions to any such project or for the completion of 12 any such project by others, or for other projects. 13 XXII. TERM AND TIME OF COMPLETION: 14 A. Upon request of the Capital Projects Division Manager or his/her designated 15 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or 16 his/her designated representative's approval, schedules for the performance of the 17 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed, 18 and shall include allowances for periods of time required for the COUNTY's review and 19 approval of submissions by authorities having jurisdiction over the projects. Time limits 20 established by these schedules approved by Capital Projects Division Manager or his/her 21 designated representative shall not, except as provided in this Agreement, be exceeded by the 22 CONSULTANT. 23 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall 24 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline 25 listed in the above-referenced schedules once such failure continues more than seven (7) 26 calendar days past the specified completion date (unless the delay is attributable to the 27 COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option 28 of the COUNTY, in accordance with Section XXIII.C. Page 29 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 C. This Agreement shall become effective upon approval by COUNTY's Board of 2 Supervisors, on the date first set forth above, for a base term of three (3) years, and shall expire 3 at the conclusion of said base term unless extended by COUNTY for a maximum of two (2) 4 additional one-year periods upon provision of written notice by the Director of the Department 5 of Public Works and Planning or his/her designee, or unless it is terminated earlier in 6 accordance with the provisions of Article XXIII. 7 XXIII.TERMINATION OF AGREEMENT: 8 A. This Agreement may be terminated without cause at any time by the COUNTY upon 9 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the 10 CONSULTANT shall be compensated for services satisfactorily completed to the date of 11 termination based upon the compensation rates and subject to the maximum amounts payable 12 agreed to in Article V, together with such additional services satisfactorily performed after 13 termination which are expressly authorized by the COUNTY Representative in order to 14 conclude the work performed to date of termination. 15 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to 16 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY,the 17 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five 18 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP), 19 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with 20 the previous CONSULTANT's design. 21 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in 22 part,where in the determination of the COUNTY there is: 23 1. An illegal or improper use of funds; 24 2. A failure to comply with any term of this Agreement; 25 3. A substantially incorrect or incomplete report submitted to the COUNTY; 26 4. Improperly performed service. 27 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY 28 of any breach of this Agreement or any default which may then exist on the part of the Page 30 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the 2 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand 3 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the 4 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as 5 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and 6 Disputes"), were not expended in accordance with the terms of this Agreement. The 7 CONSULTANT shall promptly refund any such funds upon demand. 8 E. The terms of this Agreement, and the services to be provided thereunder, are 9 contingent on the approval of funds by the appropriating government agency. Should sufficient 10 funds not be allocated, the services provided may be modified, or this Agreement terminated at 11 any time by giving the CONSULTANT thirty(30) days advance written notice. 12 XXIV.CONFLICT OF INTEREST: 13 The CONSULTANT shall comply with the provisions of the Fresno County Department 14 of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein. 15 Such compliance shall include the filing of annual statements pursuant to the regulations of the 16 State Fair Political Practices Commission. 17 XXV. DISCLOSURE OF SELF-DEALING TRANSACTIONS 18 A. This provision is only applicable if the CONSULTANT is operating as a 19 corporation(a for-profit or non-profit corporation) or if during the term of this AGREEMENT, 20 the CONSULTANT changes its status to operate as a corporation. 21 B. Members of the CONSULTANT'S Board of Directors shall disclose any self- 22 dealing transactions that they are a party to while the CONSULTANT is providing goods or 23 performing services under this AGREEMENT. A self-dealing transaction shall mean a 24 transaction to which the CONSULTANT is a party and in which one or more of its directors has 25 a material financial interest. Members of the CONSULTANT'S Board of Directors shall 26 disclose any self-dealing transactions that they are a parry to by completing and signing a Self- 27 Dealing Transaction Disclosure Form(attached as Exhibit C and incorporated herein by this 28 reference); and submitting it to the COUNTY prior to commencing with the self-dealing Page 31 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 transaction or immediately thereafter. 2 XXVI. ENTIRE AGREEMENT: 3 This Agreement constitutes the entire agreement between the COUNTY and the 4 CONSULTANT with respect to the subject matter hereof and supersedes all previous 5 negotiations, proposals, commitments, writings, advertisements, publications, and 6 understandings of any nature whatsoever unless expressly included in this Agreement. 7 XXVII. SEVERABILITY: 8 Should any provision herein be found or deemed to be invalid, this Agreement shall be 9 construed as not containing such provision, and all other provisions which are otherwise lawful 10 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby 11 declared to be severable. 12 13 /// 14 /// 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Page 32 of 33 Pages ARCHITECTURAL CONSULTANT SERVICES AGREEMENT 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 2 executed as of the day and year first above written. 3 1H 4 HI 5 CONSUL COUNTY OF FRES O 6 BY: BY:wmzk) -A ) 7 R BERT qK SIEGRIST DEBORAH A. POOCHI IAN, CH TITLE: PRINCIPAL ARCHITECT BOARD OF SUPERVISORS 8 DYSON SIEGRIST JANZEN ARCHITECTS 9 1295 N. WISHON AVENUE FRESNO, CA 93728 10 11 REVIEWED AND RECOMMENDED APPROVED AS TO LEGAL FORM: FOR APPROVAL DANIEL C. CEDERBORG, CO TY 12 COUNSEL 13 14 BY: _ iG�w�Lu,.-��- BY. G 15 ALAN WEAVER, DIRECTOR DEPUTY COUNTY OUNSEL DEPARTMENT OF PUBLIC WORKS 16 AND PLANNING 17 ATTEST: 18 BERNICE E.SEIDEL,Clerk APPROVED AS TO ACCOUNTING FORM Board of Supervisors VICKI CROW, C.P.A. 19 AUDITOR-CONTROLLER/ Bpi 20 puty TREASURER-TAX COLLECTOR 21 BY: Budgets: Various DEPUTY 22 23 24 FUND: 0001, 0010, 0105, 0107, 0110, 0400 25 ORG: 4360, 4510, 8840, 8842, 8846, 8847, 8848, 8849 26 ACCT: 7295, 8150 27 28 Page 33 of 33 Pages EXHIBIT A Dyson Slegrist Janzen Architects, Inc. Architectural Services Hourly Rates for On-Call Capital Projects $190.00 Senior Principal Architect $150.00 Principal Architect $120.00 Staff Architect $100.00 Interior Designer/Project Manager $ 80.00 Senior Draftsman/Construction Administrator $ 70.00 Intermediate Draftsman/Technical $ 60.00 Junior Draftsman $ 50.00 Administrative/Report Typing f' EXHIBIT B . , Paxu&%y 23, 1999 Rwolutua 999-086 4 BEFORE THE BOARD OF SUPERVISORS 2 OF THE COUNTY OF FRESNO 3 STATE OF CALIFOR!►M 4 In the rnafterof S Adoption of Standard Conflict of'Interest kesolutiun 09406 S Code for Ali County Deparbnents. T 8 Whereas,the Political Reform Act Government Code section ti'It W at:seq.. S requires state and local government agencles to adoptand prornuigats conflict of hkinad to codes;and 1'l Whereas,the Fear Poftd Practlow Commission has,adopted a vegulatloN 2 t2 Gallibmta Code of Rerialions section 16730, which contains the terms of a standard 43 conflFct of Interest code, and which may be amended by ttre Fair Political Practices 14 Commission after public notices and hearings to corifarrn to amendrnetts to•iha PoUffed 15 RelbanArt and i S Whereas.any local agerw roYinaorprrata this standard conflict ofh6tast rode, 17 and•thereabr need not amend the text of Its code to conform to•future arnerxir rents fa the 18 Political Reform Act orris regulations;and Whereas, fire Board of 8upervisora Is the code reviewing body for ail County tS departments except:courts;and 20 Whewas,the Board of Supervisors may adopt:the standard conflict of interml 21 code on behalf of all Country departments. 22 Now therefore be It resohmd,thatiheterms of 2 Caftmia Corse of Regulattcros 23 sedon 18730, and any amendments to It duty adopted by the Fair Political Practices 24 Commission.are hereby incorporated by naference and,along with the Exhlbb A and S 26 approved previously,today,or In the•Future,by this Boad#or each County,depatment,In 28 which ofticsrs and employees are designated and disclosure categories are set forth.. 27 28 1 'EXHIBIT B constitute the conflict of`Interest codes of each County department except couds: 2 Conflict of tnteredibrms shall be(fled as follows: 3 i. As required by Government Code Section 87600, subdtvMDn (a),the 4 County Adminlsfm&s Offfcea•, District Attorney, County Counsel, and Auger- 5 ControllerlTreesurrer--Tax Collector shall file one original ofthstr statements with the county 6 Clerk.who.shall make and retain copies and forward the odginals to ihe Wr Palltfcaf 7 Practices Commisslom which shall be the Mg officer. The County Admkftfrati m officer, 8 District Attorn BY,County Counsel,and Audit Dr-ContrallertiYeasurer-Tax Coll actor AmI Aso 9 file one copy oftheirstatements with the Clarkin the Board of Supervisors. 40 2. As required by Goverment Code section t 600,subdivision(D.all trllt j-1 depattrnent heads shall fie one orfglnal of fheirstatemairts with theirdepartments. The l ft 12 officer of each department shall make and retain a copy of the department tread's 13 and shall ibm ocfiheotiginaltotheClerkin#heBoardofSupervisors. 14 S. Ali otherdesbmted empbyees shaltfffe one original trffheir statements wih �5 their departments. Ali statements shall be public records and shaft be made "table for puft 17 inspection and reproduction. (Gov.Code,§81008.) 18 Adopted at a regular rneefing ofibe Board of Supervisors,held on the jLxLday 19 of 19 9.by thefoilowing vote,to v& 20 Ayes. supexvisa= iroligim. Case. AzmBuiz, am, Lave 21 Noes: N=S 22 Absent: 'acne 23 24 x, aoM sr .��CTSs�s Sam 6L;mwow, MMM 25 8OAIM o8 MWELMORS 26 t 2$ gale tisim A&Mda 028 ,xeaolutioa 099-086 2 ,EXHIBIT B EXHIBrr"A" PUBLIC WOLtM AND PLANNING Class'�€rcation Cate o Accountant I 1 lI 2 Architect 1 Assistant Real Property Agent 1 Associate Real Property Agent 1 Building inspector I/11 1 Building Plans Engineer 1 Capital Projects Division Manager 1 Chief Building Inspector 1 Chief of Field Surveys 1 Community Development Manager 1 Consultant Deputy Director of Planning 1 Deputy Director of Pubtle Works 1 Development Services Manager 1 Director of Public Works and Planning 1 Disposal Site Supervisor 2 Engineer I/I11111 1 Meld Survey Supervisor 3 Housing Rehabilitation Specialist I 1 It 1 Information Technology Analyst 1111/III 1 IV 2 Planner I 1 It/III 1 Principal Accountant 1 Principal Engineer 1 Principal Planner 1 Principal Staff Analyst 1 Public Worts and Planning Business Manager 1 Public Works Division Engineer 1 Resources Manager 1 Road Maintenance Supervisor 2.3 Road Superintendent 1 Senior Accountant 2 Senior Economic MvelopmentAnalyst 1 Senior Engineer 1 Senior Engineering Technician 2 Senior Geologist 1 Senior Information Technology Analyst 2 Senior Planner 1 Classification Category Senior Staff Analyst 1 Senior Systems and Procedures Analyst 2 Staff Analyst t I It 1111 9 Supervising Aecountant 2.3 Supervising Building Inspector 1 Supervising Engineer 9 Supervising Water/Wastewater Specialist 2.3 Systems and Procedures Analyst I I It 1111 2 Systems and Procedures Manager 2 Traffic Maintenance Supervisor 2 * Consultants shag be Included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the follow€ng ranitation: The Director of Public Works and Planning may determine in writing that a particular consultant,although a'designated position',is hired to perform a range of duties that is Ornited In scope and thus Is not required to fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's denies and, based upon that description,a statement of the extent of disclosure_requirements. The Director of Public Works and Planning's determination€s.a public record and shall be retained for public Inspection in the same manner and location as this conflict of Interest code. • V CHBIT B F3EHiBTi'u� .PUBLIC WORKS AAIA PI..AMING i. Persons In Us caUgory must disclose all investments,Interests in real property and income,and business positions. FInanciai interests arereportabie dniyfflacafedwifhin or subject to the Jurisdiction of Fresno Ocunty; or if the business enUV is-doing . buy ttese arpianningto dobusinessinthe furisdlctlan,orhas dotty busitmwiftft jurisdictlo'rt at artj�tiine dtuing the tavoa year's jxloftc4"Eh�flllitg ref the sta€eienf< Real . property shall be deemed to be,MMIn.the`)urisdIc Lion"of the Cmm1y If I Is located within or not mom Um two miles outside the boundaries of the County(Including us Incorporated cdtles),or within two idles of any land awned or used by the County. 2. Persons In this categmay shell disclose all investments in,Incomeftom,and business Positions vMh any business entity which,wift the last two years,has c ontracfed grin the More may farsaeabiy contrectt with Fmsne Cc}un#y through He Publiq Waft and PiamtirtgDepartment,.SolldWasbaComd-Wons,vMnthejudstildon,ortoanyogwr . loft powers agency vAIM Fresno Gourtty Is a member to provide servlm%supplies, materials,machinery,or aWipmeritto the County. & Persons in the category shell riisclose all Intere's#s In real pmoperly wititbt the judsdiottort, Real Properly shall be deemed to be vMn thekrrisdiclion ifthe property or any pact of It Is locked wititln or not morelsm two miles autslde tits boundaries of Fresno Caw*(Including Its Incorporated allies)or vAdn twos mite of any land awned or operated by 1he County. EXHIBIT C SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County'), members of a corporation's board of directors of the Consultant, must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: OA self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above Will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board members name,job title(if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County.At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections(3)and(4). Page 1 of 2 EXHIBIT C S CapanBoaAW f Wn Names Date::: W ��{�/{�+ �/lei: �+�• _ �� ..._ �nQ,1}!y j iv��,�}�1 �J.!_i�`_�¢s:.��'�S�.:J?u R✓v h� A a+^ �..nr�:.Y�"". !Ei� l��,��^'T�'a. �' �' �, f Tag nsactfons lien= heciimer`` ' "oons�Cad'e Of i Signature: Date: Page 2 of 2