HomeMy WebLinkAboutAgreement A-16-043 with TAMCZ Architects LLP Architecture.pdf Agreement No. 16-043
15-1928 ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 THIS AGREEMENT is made and entered into thisaL�_tday of 201 h,
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and TAM+CZ Architects,, LLP, a California Limited Liability
4 Partnership, located at 5650 N. Fresno Street, Suite#110, Fresno, CA 93710 (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: Jacky Chan, Architect Position ManagingPrincipal
rincipal
26 Telephone: (559)435-4750 Fax: (559) 435-4774
27 E-Mail: jchan@tamz-architects.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 III. 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 Internal 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 II" 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 13. 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 party
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 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works &
10 Planning will take a maximum of five (5) working days to review, approve, and submit it to the
11 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
12 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention,
13 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor-
14 Controller/Treasurer-Tax Collector receives the approved invoice.
15 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
16 earned compensation in accordance with the provisions of Article VII of this Agreement.
17 4. An unresolved dispute over a possible negligent error or omission may cause
18 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
19 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY
20 request, pre-approved documentation, that complete payment, less a five percent (5%) retention,
21 has been made by CONSULTANT to all subconsultants as provided herein for all previous
22 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
23 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary
24 rights, and expressly disclaim any such status or rights.
25 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
26 later than thirty (30) days after a specific project is completed. Payment for retentions for each
27 project shall not be made until all services are completed for that project in accordance with the
28 provisions of Article III.
Page 17 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 7. In the event the COUNTY reduces the scope of a specific project, the
2 CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for
3 that authorized phase, for actual work completed and accepted by the COUNTY in accordance
4 with the terms of this Agreement.
5 VI. COMPENSATION RECORDS:
6 The CONSULTANT shall keep complete records for the period of time referenced in
7 Article VIII.0 showing the hours and description of activities performed by each person who
8 works on the project and all associated costs or charges applicable to work covered by the basic
9 fee. The CONSULTANT will be responsible for all subconsultants keeping similar records.
10 VII. RETENTION FROM EARNED COMPENSATION:
11 The COUNTY is entitled to and may withhold a five percent (5%) retention from the
12 earned compensation of the CONSULTANT separately for each project. Such retention from
13 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant
14 services of a project to be provided under this Agreement, including those phases completed.
15 VIII. AUDITS,ACCOUNTING AND INSPECTIONS ACCESS:
16 A. The CONSULTANT shall establish accounting and bookkeeping practices
17 including, but not limited to, employee time cards, payrolls, and other records of transactions
18 including those to be paid from State Grant and Federal Grant funds in accordance with the
19 performance of this Agreement.
20 B. The CONSULTANT shall at any time during regular business hours, and as often as
21 the COUNTY may deem necessary, make available for examination by the Comptroller General
22 of the United States, HUD, State of California or the COUNTY Auditor-Controller / Treasurer-
23 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data
24 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
25 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of
26 personnel, conditions of employment, and other data relating to matters covered by this
27 Agreement.
28 C. The CONSULTANT shall be subject to the examination and audit of the Auditor
Page 18 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 General for a period of three (3) years after final payment under this Agreement (Government
2 Code Section 8546.7).
3 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
4 A. Definitions:
5 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
6 professional services, acting as a business entity (owner, partnership, corporation,joint venture
7 or other business association) in accordance with the terms of an Agreement with the
8 COUNTY.
9 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
10 right, adjustment or interpretation of contract terms, payment of money, extension of time,
11 change orders, or other relief with respect to the terms of the contract. The term "Claim" also
12 includes other disputes and matters in question between the COUNTY and CONSULTANT
13 arising out of or relating to the contract. Claims must be made by written notice. The
14 provisions of Government Code Section 901, et seq., shall apply to every claim made to
15 COUNTY. The responsibility to substantiate claims shall rest with the party making the claim.
16 The term "Claim" also includes any allegation of a negligent error or omission by the
17 CONSULTANT.
18 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
19 following procedures are established in the event of any claim or dispute by COUNTY or
20 CONSULTANT alleging a negligent error, act, or omission.
21 1. Claims, disputes or other matters in question between the parties, arising out of
22 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the
23 following procedures.
24 2. The Capital Projects Division Manager or his/her designated representative of
25 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute,
26 including what damages have occurred, the measure of damages and what proportion of
27 damages, if any, shall be paid by either party. The parties agree to consult and consider the use
28 of mediation or other form of dispute resolution prior to resorting to litigation.
Page 19 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 3. If the COUNTY and CONSULTANT cannot reach agreement under the
2 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
3 parties, be submitted to a panel of three (3) for a recommended resolution. The
4 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the third
5 member shall be selected by the other two panel members. The discovery rights provided by
6 California Code of Civil Procedure for civil proceedings shall be available and enforceable to
7 resolve the disputed issues. Either party requesting this dispute resolution process shall, when
8 invoking the rights to this panel, give to the other party a notice describing the claims, disputes
9 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
10 both parties shall submit all documents such party intends to rely upon to resolve such dispute.
1 I If it is determined by the panel that any party has relied on such documentation, but has failed to
12 previously submit such documentation on a timely basis to the other party, the other party shall
13 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision
14 by the panel is not a condition precedent to arbitration, mediation or litigation.
15 4. Upon receipt of the panel's recommended resolution of the dispute issues, the
16 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement.
17 If the parties still are unable to reach agreement, each party shall have recourse to all
18 appropriate legal and equitable remedies.
19 C. The procedures to be followed in the resolution of claims and disputes may be
20 modified at any time by mutual agreement of the parties hereto.
21 D. The CONSULTANT shall continue to perform its obligations under this Agreement
22 pending resolution of any dispute, and the COUNTY shall continue to make payments of all
23 undisputed amounts due under this Agreement.
24 E. When a claim by either party has been made alleging the CONSULTANT's
25 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
26 designated representative and the CONSULTANT shall meet and confer within twenty-one (21)
27 days after the written notice of the claim has been provided.
28
Page 20 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 X. JOINDER OF PARTIES:
2 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of
3 any tier, suppliers and construction lenders shall all be bound by the dispute resolution
4 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT,
5 shall participate in and shall become parties to the dispute resolution process, provided they
6 have signed any document that incorporates or refers to the dispute resolution provisions of this
7 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such
8 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any
9 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this
10 regard. If such a party after due notice fails to appear at and participate in the dispute resolution
11 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
12 make a decision based on evidence introduced by the party or parties who do participate.
13 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
14 A. The CONSULTANT will review and analyze construction contract claims and
15 recommend resolution of them as soon as possible following receipt of demand by COUNTY.
16 B. Within a reasonable time after receipt of a claim, the CONSULTANT shall provide a
17 written analysis of the claim to the COUNTY, signed by the CONSULTANT and any affected
18 subconsultants. The written analysis shall include the CONSULTANT's professional opinion of
19 the responsibility for payment of the claim, with supporting facts and documentation. A copy of
20 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT
21 and any affected subconsultant.
22 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
23 following actions,within ten(10) days of receipt of a claim:
24 1. Request additional supporting data from the claimant, requiring that such data be
25 supplied within ten(10) days of the request;
26 2. Submit a schedule to the parties indicating when the CONSULTANT expects to
27 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's
28 original receipt of the claim;
Page 21 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 3. Recommend rejection of the claim in whole or in part, stating the reasons for
2 such rejection;
3 4. Recommend approval of the claim by the other party, or
4 5. Suggest a compromise.
5 D. In every case, CONSULTANT shall provide its recommended resolution of a claim
6 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains
7 COUNTY's prior written approval.
8 XII. INDEPENDENT CONTRACTOR:
9 A. In performance of the work, duties, and obligations assumed by CONSULTANT
10 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
11 and all of CONSULTANT's officers, agents and employees, will at all times be acting and
12 performing as an independent contractor, and shall act in an independent capacity and not as an
13 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY.
14 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
15 method by which CONSULTANT shall perform its work and function. However, COUNTY
16 shall retain the right to administer this Agreement so as to verify that CONSULTANT is
17 performing its obligations in accordance with the terms and conditions thereof.
18 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
19 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
20 thereof.
21 B. Because of its status as an independent contractor, CONSULTANT shall have
22 absolutely no right to employment rights and benefits available to COUNTY employees.
23 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its
24 employees all legally required employee benefits. In addition, CONSULTANT shall be solely
25 responsible and save COUNTY harmless from all matters relating to payment of
26 CONSULTANT's employees, including compliance with Social Security, withholding, and all
27 other regulations governing such matters. It is acknowledged that during the term of this
28 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or
Page 22 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 to this Agreement.
2 XIII. PARTIES BOUND BY AGREEMENT:
3 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their
4 respective successors in interest, legal representatives, executors, administrators, and assigns
5 with respect to all covenants as set forth herein.
6 XIV. REQUIRED APPROVALS:
7 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer
8 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior
9 express, written consent of the COUNTY. Such consent and approval may be given only by the
10 COUNTY Board of Supervisors.
11 XV. COMPLIANCE WITH LAWS:
12 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
13 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's
14 performance of the professional services to be provided hereunder.
15 B. CONSULTANT shall submit a current version of its Illness and Injury Prevention
16 Plan (IIPP), applicable safety programs and contact information for the CONSULTANT's
17 responsible person for these programs to the COUNTY Representative at the time this
18 Agreement is signed by the CONSULTANT. Throughout the term of this Agreement,
19 Consultant shall provide updates to the safety plans and programs to the COUNTY
20 Representative as they are implemented.
21 XVI. GOVERNING LAW:
22 A. Any controversy or claim arising out of or relating to this Agreement which cannot
23 be amicably settled without court action shall be litigated either in a State court for Fresno
24 County, California, or in the U.S. District Court for the Eastern District of California, located in
25 Fresno County.
26 B. The rights and obligations of the parties and all interpretations and performance of
27 this Agreement shall be governed in all respects by the laws of the State of California.
28
Page 23 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 XVII. AMENDMENTS:
2 Any changes to this Agreement requested either by the COUNTY or CONSULTANT
3 may only be effected if mutually,agreed upon in writing by duly authorized representatives of
4 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a
5 party hereto be waived, except by such in writing.
6 XVIII.CONSULTANT'S LEGAL AUTHORITY:
7 A. Each individual executing this Agreement on behalf of CONSULTANT hereby
8 covenants, warrants, and represents:
9 1. That he or she is duly authorized to execute and deliver this Agreement on behalf
10 of CONSULTANT in accordance with the provisions of CONSULTANT'S certificate of
11 limited partnership and/or partnership agreement;
12 2. That this Agreement is binding upon CONSULTANT; and
13 3. That CONSULTANT is a properly formed and legally existing limited liability
14 partnership, having registered or filed its LLP Certificate with the California Secretary of State.
15 XIX. HOLD HARMLESS:
16 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
17 agents, and employees, against the payment of any and all costs and expenses (including
18 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily
19 and personal injury to or death of any person or for loss of any property resulting from or
20 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its
21 officers, agents, and employees, in performing or failing to perform any work, services, or
22 functions under this Agreement.
23 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in
24 the defense of any claim, suit, or other action alleging liability, arising from the performance or
25 failure to perform of any COUNTY construction contractor or subcontractor in connection with
26 any project for which CONSULTANT has been retained under Article III above. Such
27 cooperation may include an agreement to prepare and present a cooperative defense after
28 consultation with CONSULTANT's professional liability insurance carrier.
Page 24 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 XX. LIABILITY INSURANCE:
2 A. Prior to commencing the duties under the Agreement with the COUNTY, the
3 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
4 for the following insurance policies which shall be kept in force during the term of the
5 Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as
6 may be specified herein with respect to a particular type of policy.
7 1. Commercial General Liability Insurance or Comprehensive General Liability
8 Insurance, naming the COUNTY as an additional insured, with limits of not less than one
9 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two
10 million dollars ($2,000,000).
11 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
12 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
13 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars
14 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars
15 ($500,000).
16 3. Worker's Compensation insurance policy as required by the California Labor
17 Code.
18 4. Professional Liability Insurance:
19 a. Professional Liability Insurance with limits of not less than one million
20 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and
21 with a deductible not to exceed fifty thousand dollars ($50,000). A deductible greater than fifty
22 thousand dollars ($50,000) will be acceptable to the COUNTY receiving satisfactory, certified
23 information of the CONSULTANT's ability to support such a deductible. The financial ability
24 to support the difference between fifty thousand dollars ($50,000) and the greater deductible
25 amount requested by the CONSULTANT shall be guaranteed by any of the following:
26
1). Cash deposit with a trustee bank.
27
2). Irrevocable letter of credit issued by a bank for the same time period as
28
specifically referenced in subparagraph XX.A.4.c herein.
Page 25 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 3). Withholding payment under terms of the Agreement for the same time
2 period as specifically referenced in subparagraph XX.A.4.c. herein.
3 b. CONSULTANT and subconsultants shall make full disclosure, in writing to
4 the COUNTY, of all pending and open claims and disputes during the course of this Agreement
5 that affect the specified aggregate limits of the Professional Liability Insurance policy.
6 c. Professional Liability Insurance shall be kept in force for a minimum of two
7 (2) years past the date of final payment to CONSULTANT, and including the full and final
8 resolution of all claims, disputes, and matters in question regarding the project.
9 d. In the event that CONSULTANT voluntarily changes, or involuntarily
10 changes due to circumstances beyond its control, its Professional Liability Insurance policy
11 carrier during the period such coverage is required to be in force (as specified in the
12 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new
13 policy shall include prior acts coverage retroactive, at least, to the date of execution of this
14 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
15 coverage from the former policy carrier, negotiate a retroactive reporting date with the new
16 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
17 shall in any event maintain Professional Liability Insurance in a manner that provides
18 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
19 of two (2) years past the issuance of final payment to the CONSULTANT.
20 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice
21 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies.
22 C. The COUNTY, its officers, agents and employees, individually and collectively,
23 shall be named as an additional insured under the policy for Commercial General Liability
24 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations
25 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall
26 apply as primary insurance and any other insurance, or self-insurance, maintained by the
27 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with
28 insurance provided under the CONSULTANT's policies herein.
Page 26 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as
2 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
3 terminate this Agreement upon the occurrence of such event.
4 E. All policies shall be issued by admitted insurers licensed to do business in the State
5 of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better.
6 XXI. OWNERSHIP OF DOCUMENTS:
7 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
8 rights of the drawings and the work-product of CONSULTANT for each project, to the fullest
9 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
10 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that
11 term is defined in copyright law, by COUNTY; that the drawings and work-product to be
12 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the
13 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole
14 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible
15 rights of any kind or nature in connection therewith; that all the contractual or intangible rights
16 of any kind or nature, title, and interest in and to the drawings and work-product will be
17 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
18 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
19 intangible rights relating to said drawings and work-product; that COUNTY shall be and
20 become the owner of such drawings and work product, free and clear of any claim by
21 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
22 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
23 product shall apply regardless of whether such drawings or work product, or any copies thereof,
24 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For
25 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports
26 and study findings commissioned to develop the design of each project, drawings and schematic
27 or preliminary design documents of each project, certified reproducibles of the original final
28 construction contract drawings of each project, specifications of each project, the approved
Page 27 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 opinion of probable construction cost of each project, record drawings of each project, as-built
2 plans of each project, and discoveries, developments, designs, improvements, inventions,
3 formulas, processes, techniques, or specific know-how and data generated or conceived or
4 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that
5 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
6 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs
7 previously developed or used by the CONSULTANT, or developed by the CONSULTANT
8 without COUNTY compensation, shall remain the property of the CONSULTANT and use is
9 granted to COUNTY only for the specific project undertaken under this Agreement.
10 B. If a project is terminated prior to completion of the construction document phase of
11 any project under Article III, a reproducible copy and electronic files of documents as
12 completed at the time of termination of the project shall be submitted by CONSULTANT to the
13 COUNTY, which may use them to complete each project in future phases.
14 C. If the project is terminated at the completion of the construction document phase of
15 any project, a reproducible copy and electronic files of final construction contract drawings
16 (both .dwg and .plt files), specifications, and approved opinion of probable construction cost
17 shall be submitted by CONSULTANT to COUNTY.
18 D. Documents, including drawings and specifications, prepared by CONSULTANT for
19 any project pursuant to this Agreement are not intended or represented to be suitable for reuse
20 by COUNTY or others on extensions of the services provided for that project or any other
21 project. Any use of completed documents for other projects and/or any use of uncompleted
22 documents will be at COUNTY's sole risk and without liability or legal exposure to
23 CONSULTANT.
24 E. COUNTY has requested that certain machine readable information and CAD data on
25 construction documents be provided by CONSULTANT for each project under this Agreement.
26 Such machine readable information and CAD data are more specifically described in Article III.
27 CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected
28 with:
Page 28 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
2 such machine readable information and CAD data; or
3 2. Decline of accuracy or readability of machine readable information and CAD
4 data due to inappropriate storage conditions or duration; or
5 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine
6 readable information and CAD data for additions to any such project or for the completion of
7 any such project by others, or for other projects.
8 XXII. TERM AND TIME OF COMPLETION:
9 A. Upon request of the Capital Projects Division Manager or his/her designated
10 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
11 his/her designated representative's approval, schedules for the performance of the
12 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
13 and shall include allowances for periods of time required for the COUNTY's review and
14 approval of submissions by authorities having jurisdiction over the projects. Time limits
15 established by these schedules approved by Capital Projects Division Manager or his/her
16 designated representative shall not, except as provided in this Agreement, be exceeded by the
17 CONSULTANT.
18 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
19 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline
20 listed in the above-referenced schedules once such failure continues more than seven (7)
21 calendar days past the specified completion date (unless the delay is attributable to the
22 COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option
23 of the COUNTY, in accordance with Section XXIII.C.
24 C. This Agreement shall become effective upon approval by COUNTY's Board of
25 Supervisors, on the date first set forth above, for a base term of three (3) years, and shall expire
26 at the conclusion of said base term unless extended by COUNTY for a maximum of two (2)
27 additional one-year periods upon provision of written notice by the Director of the Department
28 of Public Works and Planning or his/her designee, or unless it is terminated earlier in
Page 29 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 accordance with the provisions of Article XXIII.
2 XXIII.TERMINATION OF AGREEMENT:
3 A. This Agreement may be terminated without cause at any time by the COUNTY upon
4 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the
5 CONSULTANT shall be compensated for services satisfactorily completed to the date of
6 termination based upon the compensation rates and subject to the maximum amounts payable
7 agreed to in Article V, together with such additional services satisfactorily performed after
8 termination which are expressly authorized by the COUNTY Representative in order to
9 conclude the work performed to date of termination.
10 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
11 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY, the
12 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
13 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
14 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with
15 the previous CONSULTANT's design.
16 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
17 part, where in the determination of the COUNTY there is:
18 1. An illegal or improper use of funds;
19 2. A failure to comply with any term of this Agreement;
20 3. A substantially incorrect or incomplete report submitted to the COUNTY;
21 4. Improperly performed service.
22 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
23 of any breach of this Agreement or any default which may then exist on the part of the
24 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the
25 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
26 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
27 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
28 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and
Page 30 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 Disputes"), were not expended in accordance with the terms of this Agreement. The
2 CONSULTANT shall promptly refund any such funds upon demand.
3 E. The terms of this Agreement, and the services to be provided thereunder, are
4 contingent on the approval of funds by the appropriating government agency. Should sufficient
5 funds not be allocated, the services provided may be modified, or this Agreement terminated at
6 any time by giving the CONSULTANT thirty (30) days advance written notice.
7 XXIV.CONFLICT OF INTEREST:
8 The CONSULTANT shall comply with the provisions of the Fresno County Department
9 of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
10 Such compliance shall include the filing of annual statements pursuant to the regulations of the
11 State Fair Political Practices Commission.
12 XXV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
13 A. This provision is only applicable if the CONSULTANT is operating as a corporation
14 (a for-profit or non-profit corporation) or if during the term of this Agreement, the
15 CONSULTANT changes its status to operate as a corporation.
16 B. Members of the CONSULTANT'S Board of Directors shall disclose any self-
17 dealing transactions that they are a party to while the CONSULTANT is providing goods or
18 performing services under this Agreement. A self-dealing transaction shall mean a transaction
19 to which the CONSULTANT is a party and in which one or more of its directors has a material
20 financial interest. Members of the CONSULTANT'S Board of Directors shall disclose any
21 self-dealing transactions that they are a party to by completing and signing a Self-Dealing
22 Transaction Disclosure Form (attached as Exhibit C and incorporated herein by this reference);
23 and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
24 immediately thereafter.
25 XXVI. ENTIRE AGREEMENT:
26 This Agreement constitutes the entire agreement between the COUNTY and the
27 CONSULTANT with respect to the subject matter hereof and supersedes all previous
28 negotiations, proposals, commitments, writings, advertisements, publications, and
Page 31 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 understandings of any nature whatsoever unless expressly included in this Agreement.
2 XXVII. SEVERABILITY:
3 Should any provision herein be found or deemed to be invalid, this Agreement shall be
4 construed as not containing such provision, and all other provisions which are otherwise lawful
5 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
6 declared to be severable.
7
8
9
10
11
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 executed
2 as of the day and year first above written.
3
4 CONSUtN COUNTY OF FRESNO
5 B BY:
6 OTS,
HIT T ERNEST BUDDY MEN ES,CHAIRMAN
TITLE: IPAL BOARD OF SUPERVISORS
7 TAM+
5650 N. FRESNO ST ET, SUITE#110
8 FRESNO, CA 93710
9
REVIEWED AND RECOMMENDED APPROVED AS TO LEGAL FORM:
10 FOR APPROVAL DANIEL C. CEDERBORG, COUNTY
11
COUNSEL
(
12 6, f j
BY: 4 -yL"Wr-" BY:1
13 ALAN WEAVER,DIRECTOR DEPUTY
14 DEPARTMENT OF PUBLIC WORKS
AND PLANNING
15
16 APPROVED AS TO ACCOUNTING FORM
17 VICKI CROW, C.P.A.
AUDITOR-CONTROLLER/
18 TREASURER-TAX COLLECTOR
19 BY:
20 DEPUT
21
FUND: 0001, 0010, 0105,0107,0110,0400
22 ORG: 4360, 4510, 8840, 8845, 8846, 8847, 8848, 8849
ACCT: 7295, 8150
23 ORG: 7511, 7530 ATTEST:
BERNICE E.SEIDEL,Clerk
24 Board �f Supervisors
25 I3
eputy
26
27
28
Page 33 of 33 Pages
EXHIBIT A
W. " M EM M.ArNINIUMM 0 IM"MERIC31RIS ISM I—L5= SM
5650 N. FRESNO ST. SUITE #110 Tel.: 155S)435-4750 / Fax: (559)435-4774
NEEMEM FRESNO, CALIFORNIA 93710 www.tamoz-architects.com
2'015 TAAOI+CZ
HOURL Y RA TE SCHEOULE
Principals $145
Project Manager $130
Project Designer $125
Job Captain $120
Draftsperson III $ 85
Draftsperson 11 $ 70
Draftsperson 1 $ 60
Clerical $ 50
The above rates include normal related clerical support and reproduction for
internal communication. Projects with unusually heavy word processing will
have those hours charged separately.
Reimbursable Costs (at 1 .10 times actual)
Consultant Fees
Travel outside Metropolitan Fresno @ .55/mile
Overnight Parcel Delivery
Renderings/Models
Reproduction of Plans/Specifications for Owner and Agency Review, Bidding
and Construction
CAUsers\CAD 1 01JAMMIDocumentsWAM Office Documents\Agree\COUNTY-2015-TAM+CZ-hourly-rate.doc
EXHIBIT B
Me U5I23
. , Febzuazy 23, 1999
Resolutum 999-006
9 BEFORE THE BOARD OF SUPERVISORS
2 Of THE COUMY OF FR,ESNO
3 STATE OF CAi tt ORMIA
In the matter of
S Adoption of Standard Conflict of Interest Resolution f99-086
6 Code inrM County Departments,
8 Whereas,the Political Reform Act, Government Code section 81000 at seq.,
9 requires state and local government agencies to adopt and promulgate conflict of Interest
'i0 codes;and
11 Whereas,the Pair PoWlicat Pmcfloes Commission ties adopted a regulation,2
i2 Callfomla Code of Regulations section 16730,which contains the terms of a standatd
.13 conflict of Interest. cod% and which may be amended by the Fair Political Practices
94 Commission aftr public notices and hearings to conform to amendments to the Poll"
is Reform Act;and
i B Whereas,any local agency mayireorporaEe this standard conflict of lntbrast code,
17 and thereafter need not amend the text of fts code to cordbrm to Mira amendments to the
18 Political Reform Actor its regulations;and
Whereas, the Board of Supervisors Is the code reviewing body far all County
f8 departments except courts;and:
20 Whereas,the Hoard of Supervisors may adopt the standard contiict of interest
2� code on behalf of all County departments.
22 Now therefore be It resolved,,thatfhe•tenns of 2 CaGfamle Code of Regulations
23 section 18730, and any amendments to It duly adopted by the Fair Political Practices
24 Commission,are hereby Incorporated by rsFarence and.along with the Exhlbb A and B
25 approved previously,today,orin the future,by this Board for each County department,in
26 which ofticars and employees are deslgnatied and disclosure categories are set fotih,.
27
28
1
EXHIBIT B
MOWS the conflict of interest nodes of each County department except courts.
2 Conflict of interestforms shall be fled as follows:
3 1. As required by Gmmmment Code Section 8750o, subdivision (a),the
4 County Administrative Officer. Dfshict Attorney, County Counsel, and Auditor-
s ControllerlTmasurer-Tax Collector shall file one original oftheir statements with the Couay
B Clerk.who shall snake and retain copies and lbiwarrd the originals to the Fair PdMW
7 Practices Commission,which shalt be the filing ofthw. The County Admintstrative of fcsr,
6 District Attorney,County Counsel,and Auditor-Controflerfrreasurer--Tax Coliectorshall also
9 file one copy ofthelr statements with the Clerkto the Board of Supervisors.
40 2. As required by Government Gods section 87500,subdivision(D.all other
1 j department heads shall file one cdgiaal afth*stafemairts wfththelydepaftmb. Thefding
12 officer of each department shall make and retain a copy cf the department head's statement
t8 and shall forward The original to the Cter'kto the Board of Supervisors.
14 3. All other designated employees shag ille one original offheir statements w1h
,t5 their departments.
S All statements shalt be public records and shall be made avallable for public
17 inspection and reproductlon. (Gov.Code,§81008.)
ie Adopted eta regular meattng ofthe Board of Supervisors,held on the 29rd day
of aeb a 19 99,by ffiefrilowing vote.to vast:
19
20
Ayes: SuperwUnrs Xolisiaa. Case, Axambn.Ia, okea, 'Levy
271 Noes None
22 Absent: 'None
23
24 CT . BOM
�Tt
Mfor
MIM GBTi *70M. CLM
25 MOM OF SUPEAt ORS
26 =
27 $y'✓
28 1,11e #15m AS=& #28 8eao2utian U98--0$6
2
- :--,EXHIBIT B
EXHIBIT`°A"
PUBLIC WORKS AND PLANNING
Classification Category
Accountant I/11 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 Public Works 1
Development Services Manager 1
Director of Public Works and Planning 1
Disposal Site Supervisor 2
Engineer 1/111111 1
Field Survey Supervisor 3
Housing Rehabilitation Specialist i/11 1
information Technology Analyst 1/11/III I IV 2
Planner 11111111 1
Principal Accountant 1
Principal Engineer 9
Principal Planner 1
Principal Staff Analyst 1
Public Works 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 Development Analyst 1
Senior Engineer 1
Senior Engineering Technician 2
Senior Geologist 1
Senior Information Technology Analyst 2
Senior Planner 1
Senler-Real-NepeAy AgaRt
�: . r-,EXHIBIT B
Classification Category
Senior Staff Analyst 1
Senior Systems and Procedures Analyst 2
Staff Analyst I/Ii/ill 4
Supervising Accountant 213
Supervising Building inspector i
Supervising Engineer 1
Supervising Water/Wastewater Specialist 2,3
Systems and Procedures Analyst i!It i Ill 2
Systems and Procedures Manager 2
Traffic Maintenance Supervisor 2
* Consultants shaft be included In the list of designated employees and shall disclose
pursuant to the broadest disclosure category in the code subject to the following
limitation: 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 limited 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 duties and, based upon that description,a statement
of the extent of disclosure.requirements. The Director of Public Works and
Planning's determination is.a public record and shall be retained for public inspection
in the same manner and location as this conflict of interest code.
? : - EXHIBIT B
EXHlBl7"�"`
PUBLIC VO KS NP PL-tAIINQ
i. Persons In this category must disclose all Investments,Interests in real properly and
Income,and business positions. Finanolal Interests are rsporisbie dnty tflooatedwithin
ar subject to the jurlsdld Lion of Fresno,Cour* or if the business entltf ls-daing
business orplanning to do business In the jurlsdictic t,orhas dons bustnesswithinthe
jimsdictic►h at at'p)4flme dOft the two yeer prloftd—th6 fitit'rg of ft statefiidnt. Rdal .
properly shall be deemed to be within the Jurisdiction!of the County if 1 is located
within or not more then two,tiles outside the boundaries of the County(Including Its
incorporated eltles), or within two Miss of any land owned or used by the County.
I Persons In this category shall disclose all Investments In,interns from,and business
positions with any business eni tywhich,wittrtnthe Iesttwo yaws,has contracted or In
the futures may forsseably contract with Fresno County through Its Public Warim and
Planning Depai-Imenk.Salld Waste Commissions within the jursdiction,orto anyo4fier
joint powers agency which Fresno County Is a member to provide service$,supplies,
materials,rnadWery,or eriuipmentto the County.
S. Persons in the category shall disclose all Interests in real property whhln the
jurisdiction, Real Property shall be deemed to be within the jurMataon Me property
or any part of It Is located within or not more then two ropes outside the bou ndades of
Fresno County(Including Its Incorporated dues)or within two mile of any land owned
or operated by the Cow*.
Attachment 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:
"A 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 member's 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
Attachment C
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you area party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(s)Authorized Signature
Signature: Date:
Page 2 of 2