HomeMy WebLinkAboutAgreement A-16-045 with RDT Architecture Interior Design Inc. Architecture.pdf Agreement No. 16-045
15-1928 ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 THIS AGREEMENT is made and entered into thisj2kk day of-� 20)u,
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and RDT Architecture & Interior Design, Inc., a California corporation,
4 located at 315 E. Cornell Avenue, Fresno, CA 93704 (hereinafter called "CONSULTANT").
5 WITNESSETH :
6 WHEREAS, the COUNTY desires to retain a CONSULTANT Architect to assist the
7 COUNTY Capital Projects Division Manager or his/her designated Project Manager in
g completing various projects and advanced planning for future projects in the COUNTY's
9 Capital Improvement Programs and other COUNTY projects; and
10 WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of
11 Supervisors' adopted Policy governing the selection of architects, engineers, and other
12 professionals, a selection committee selected said CONSULTANT to provide the COUNTY
13 with Architectural services for said projects; and
14 WHEREAS, the COUNTY Capital Projects Division Manager or his/her designated
15 Project Manager shall administer this Agreement; and
16 WHEREAS, the professional Architectural services of the CONSULTANT may be
17 utilized by the Department of Public Works and Planning and other COUNTY Departments;
18 and
19 WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform
20 Architectural services for all projects, and
21 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform
22 Architectural services.
23 NOW, THEREFORE,the parties hereto have and by these presents do agree as follows:
24 I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS
25 A. The COUNTY hereby contracts with the CONSULTANT as an independent
26 contractor to provide Architectural services as described in Article II and enumerated in Article
27 III herein.
28 B. The CONSULTANT's services shall be performed as expeditiously as is
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 consistent with professional skill and the orderly progress of the work, based on project
2 schedules prepared by the COUNTY Capital Projects Division Manager or his/her designated
3 Project Manager.
4 C. The CONSULTANT shall notify the COUNTY of the names and classifications
5 of employees assigned to a project, and shall not change such assignments without prior
6 notification to and approval by COUNTY.
7 D. If requested by the COUNTY, the CONSULTANT shall retain qualified
8 subconsultant(s) to assist in completing the work. All subconsultants used by the
9 CONSULTANT shall be approved by the COUNTY before they are retained by the
10 CONSULTANT, which approval shall not be unreasonably withheld. Should CONSULTANT
11 retain subconsultants, the maximum Total Fee compensation that may be paid to
12 CONSULTANT hereunder, as specified in Article V below, shall not be increased.
13 E. The CONSULTANT shall not submit bids, or sub-bids, for the contract
14 construction phase of any project for which CONSULTANT provides services hereunder. The
15 CONSULTANT, and all other service providers, shall not provide any project related services
16 for, or receive any project related compensation from any construction contractor, subcontractor
17 or service provider awarded a construction contract for all or any portion of any project for
18 which CONSULTANT provides services hereunder. The CONSULTANT, and all other service
19 providers, may provide services for, and receive compensation from a construction contractor,
20 subcontractor or service provider who has been awarded a construction contract for all or any
21 portion of such a project, provided that such services are provided for, and compensation
22 received for, work outside the scope of this Agreement.
23 The contact person(s) for the CONSULTANT shall be:
24 Name: Robert Tomasevich Architect Position Principal Architect
25 Telephone: (559) 515-6593
26 E-Mail: rtomasevich@rdtarch.com
27 II. DESCRIPTION OF THE WORK COVERED BY THIS AGREEMENT:
28 A. The work covered by this Agreement is for all or a portion of the services
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1 enumerated under Article III for various projects on an as needed basis. The CONSULTANT
2 agrees to provide the professional services that are necessary for each project when expressly
3 authorized in writing by the Capital Projects Division Manager or his/her designated Project
4 Manager. Such work by CONSULTANT shall not begin until CONSULTANT has received a
5 written Notice to Proceed from COUNTY authorizing the necessary project services, the agreed
6 upon not-to-exceed fee for the project in accordance with the approved hourly fee schedule
7 (Exhibit A, attached) and scope of work. All submittals of documents associated with the
g project by the CONSULTANT will be made in both hard copy and electronic format.
9 B. Throughout the term of this Agreement, the CONSULTANT shall collaborate and
10 partner with the COUNTY and other Project participants in the interest of maintaining the
11 Project budget and schedule and minimizing claims. Partnering may be instituted during design
12 and/or during construction phases. The scope of the project will determine the level of
13 partnering to be implemented. Sessions shall be attended by all associated project and executive
14 level staff requested by COUNTY, at no additional cost to COUNTY. All sessions are to be
15 conducted at the Fresno County Plaza Building, 2220 Tulare Street, Fresno, California 93721,
16 although the location of any session(s) is subject to change upon notice by COUNTY.
17 III. CONSULTANT'S SERVICES:
18 A. Phase 1, Programming and Schematic Design:
19 The CONSULTANT shall for each project:
20 1. Ascertain the requirements through a meeting with the Capital Projects Division
21 Manager or his/her designated representative and a review of an existing schematic layout of
22 each project if such layout is available.
23 2. Confirm existing building systems, including electrical, mechanical, plumbing,
24 communications, telephones, and computers through visual observations, review of record
25 documents, and discussions with the COUNTY Internal Services Department Building
26 Maintenance Superintendent as appropriate for each specific project. CONSULTANT shall not
27 be responsible for unknown conditions that could not be reasonably identified through the
28 methods described herein. (COUNTY's floor plans provided to CONSULTANT may not show
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 all of the exact wall locations and functions indicated on those plans.)
2 3. Meet with COUNTY staff every two (2) weeks or more often if necessary to
3 review the progress of the project. CONSULTANT shall prepare brief minutes of meetings
4 conducted. The minutes, including any direction provided by the COUNTY, shall be provided
5 at least four(4) days in advance of the next progress meeting. Meet with the Board of State and
6 Community Corrections (BSCC), California State Fire Marshal (CSFM), and/or local or other
7 jurisdictional building officials as appropriate for the specific project, to review applicable
8 building, seismic, and health codes and to confirm compliance with all code requirements
9 applicable to the project.
10 4. Prepare a schematic design consisting of exterior elevations, site plans and floor
11 plans with square footage and rough dimensions, and illustrate the function of the rooms.
12 5. Analyze and show on a floor plan room locations and interior circulation
13 patterns. More than one proposed floor plan may be required.
14 6. Prepare a furniture and equipment layout for the user Department.
15 7. Prepare and submit an opinion of probable construction cost identifying
16 significant area and system components of the project. The opinion of probable construction
17 cost shall be submitted in the "Construction Specifications Institute/Uniform Construction
18 Index" (CSI/UCI) format and shall identify design contingency and escalation amounts to the
19 mid-point of the proposed construction period.
20 8. Monitor and keep COUNTY informed regarding the impact of design issues on
21 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
22 the design such reasonable changes as the COUNTY deems appropriate, as a result of the
23 COUNTY's review process and impact on the budget or opinion of probable construction cost.
24 If CONSULTANT disagrees with the COUNTY's request, such disagreement must be
25 registered in writing and the COUNTY will attempt to reconcile such disagreement. If it is
26 impossible to make a reconciliation, the written disagreement will become a part of the project's
27 record. However, CONSULTANT shall then comply with the COUNTY's request.
28 9. Submit and review with the COUNTY in a meeting ten (10) copies of the final
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1 schematic design. The ten (10) copies shall be submitted three (3) calendar days prior to the
2 meeting. Schematic design plans submitted for review may be 11"x 17".
3 10. Modify or delete portions of the proposed construction work, or reduce program
4 space at the request of the COUNTY if the schematic opinion of probable construction cost
5 indicates increases in costs above the project budget. CONSULTANT shall adhere to any such
6 modifications in the preparation and completion of the schematic plans, opinion of probable
7 construction cost and specifications in work performed under Phase 1.
8 11. Continue to incorporate into the design in the design development phase of
9 CONSULTANT's work, the changes required from project approval of the schematic design
10 only if COUNTY expressly authorizes CONSULTANT in writing to proceed to the next phase.
11 B. Phase 2, Design Development(Preliminary Design):
12 The CONSULTANT shall:
13 1. Prepare, in this or subsequent work, plans of the site or plot plans suitable for the
14 Site Plan Review process.
15 2. Prepare, in this or subsequent work, floor plans, site plans, interior elevations and
16 details suitable to submit to the Division of State Architect for Accessible Compliance review
17 only.
18 3. Provide, in this or subsequent phase of his work, all data necessary to comply
19 with all City and County permits and land use requirements.
20 4. Review the progress and content of the drawings and cost estimate every two (2)
21 weeks in meetings with the COUNTY, and prepare brief minutes thereof. CONSULTANT
22 must monitor and keep COUNTY informed regarding the impact of design issues on the project
23 budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design
24 such reasonable design and operations changes as the COUNTY deems appropriate as a result
25 of the COUNTY's review processes and impact on the project budget or opinion of probable
26 construction cost. If CONSULTANT disagrees with the COUNTY's request, such
27 disagreement must be registered in writing and the COUNTY will attempt to reconcile such
28 disagreement. If it is impossible to make a reconciliation, the written disagreement will become
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1 part of the project's record. However, CONSULTANT shall then comply with the COUNTY's
2 request.
3 5. Prepare the design development drawings on 24" by 36" or larger sheets and
4 opinion of probable construction cost and preliminary specifications on 8-1/2" by I F pages.
5 The preliminary design shall consist of floor plans, exterior elevations, cross sections and
6 interior elevations, landscaping plan, site and plot plans and other drawings drawn to scale and
7 showing the locations of walls, doors, windows, equipment fixtures, and other necessary items
8 together with the requirements for the electrical, heating, plumbing, air conditioning, and other
9 work necessary to complete the project. Construction structural framing and finish materials
10 shall be clearly identified on design development drawings.
11 6. Prepare a detailed design development opinion of probable construction cost,
12 which shall identify the construction components, building systems, and requirements of the
13 project.
14 a. The opinion of probable construction cost shall be projected to the midpoint
15 of the probable construction period and include material and labor unit costs, overhead, profit,
16 insurance, taxes, general requirements, supervision, and difficulty factors and be organized in
17 the CSI Uniformat or Masterformat.
18 b. The opinion of probable construction cost shall identify escalation and design
19 contingency amounts, which must be approved by the COUNTY.
20 7. Submit originals to COUNTY for reproduction in quantities necessary for project
21 review of the completed design development plans, specifications, and opinion of probable
22 construction cost. This design development submittal shall also include the fixture cuts for all
23 pieces of equipment included in the design. CONSULTANT shall meet as necessary with the
24 COUNTY to identify and explain in detail all elements included in the Design Development
25 document requirements as outlined herein or meet as necessary to fully explain his design scope
26 and obtain COUNTY's approval thereof.
27 8. Review and confirm with COUNTY staff the construction budget.
28 9. Delete portions of the proposed construction work or change materials and
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1 equipment at the request of the COUNTY if the preliminary opinion of probable construction
2 cost exceeds the construction budget. The CONSULTANT shall adhere to any such
3 modifications in the preparation and completion of preliminary plans, opinion of probable
4 construction cost, and specifications in this Phase.
5 10. Continue to incorporate into the design in the succeeding phases of the
6 CONSULTANT's work the changes identified from project approval of the design development
7 (preliminary design) and proceed with the next phase only if expressly authorized in writing by
8 COUNTY.
9 11. At the completion of the Design Development Phase, submit drawings to Fresno
10 County Development Services for Site Plan Review and if required, submit accessible
11 compliance drawings to the Division of State Architect.
12 C. Phase 3 Construction Documents
13 The CONSULTANT shall:
14 1. Prepare the final working drawings from the design development drawings
15 (preliminary design), as modified by the COUNTY, on 24"by 36" sheets or larger and technical
16 specifications on 8-1/2" by 11" pages setting forth in detail the work to be done, the materials,
17 workmanship, finishes, and equipment required for the architectural, structural, mechanical,
18 electrical, communications, and other components of construction necessary to provide the
19 COUNTY a complete and functional project for its intended purpose within the requirements of
20 this Agreement.
21 2. Monitor and keep COUNTY informed regarding the impact of design issues on
22 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
23 the design such reasonable changes, as the COUNTY deems appropriate as a result of the
24 COUNTY's review processes and impact on the project budget or opinion of probable
25 construction cost.
26 3. Review, comment, and/or make recommendations on the form and content of the
27 COUNTY's General Conditions, Special Conditions, and Bid Form as they apply towards this
28 project.
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1 4. In addition to the technical specifications, prepare special or supplemental
2 conditions for the construction contract documents. The COUNTY will package the
3 CONSULTANT's documents with the COUNTY's approved General Conditions, Notice to
4 Contractors calling for bids, the Bid Form, and related documents to complete the construction
5 contract and bid specifications. Specifications for asbestos abatement, if required for a specific
6 project, will be incorporated by the COUNTY into the bid package.
7 5. Include alternate bid items (preferably additive), not as separate design drawings
8 but incorporated into the original construction drawings, to allow construction element choices
9 or cost options by the COUNTY. The basis of award may be on the base bid only, or base bid
10 plus additive alternatives. Additive bid items may be necessary so that the COUNTY will be
11 able to award a construction contract not exceeding available construction funds.
12 6. Submit to the COUNTY the projected and final construction opinion of probable
13 construction cost organized in the CSI Masterformat for the base bid work and alternate bid
14 items. The opinion of probable construction cost shall be projected to the midpoint of the
15 scheduled construction period to be scheduled by the COUNTY. Differences between the
16 design development (preliminary) and final opinion of probable construction cost shall be
17 explained in writing.
18 7. Verify the reasonableness of the estimated construction period for construction
19 contract bidding purposes as provided by the COUNTY and identify long delivery items of
20 materials and equipment which will impact the length of the construction contract.
21 8. If required for the construction of a specific project, propose and submit a
22 recommended testing and inspection list for materials identifying type, quantity, frequency,
23 schedule, and cost estimate of tests to be performed by an independent testing firm during
24 construction.
25 9. Submit progress originals and final originals of the plans, specifications,
26 calculations and opinion of probable construction cost for reproduction by the COUNTY.
27 Submit four(4) copies of structural calculations.
28 10. If required, submit additional copies of the completed plans, calculations, and
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1 specifications to the COUNTY for transmittal to California State Fire Marshal (CSFM), Board
2 of State and Community Corrections (BSCC) and applicable plan check agencies for building,
3 seismic, and health code compliance, accessibility and approval as applicable for each project.
4 11. For projects requiring building permits to be issued by the County of Fresno
5 Development Services Division, submit three (3) sets of the completed plans and calculations
6 for plan check. The CONSULTANT shall be responsible for supplying all supporting
7 documentation required to obtain all permits as directed by Fresno County Development
8 Services. It is the intent that the CONSULTANT shall be responsible to provide and process all
9 drawings and data required to issue permits and approvals by Federal, State, County, City
10 and/or any other Government or Utility Company approvals. Review and/or permit fees shall
11 be reimbursed to the CONSULTANT on a dollar for dollar basis with no mark-up. Fresno
12 County Development Services fees, Division of State Architect fees and Pacific Gas and
13 Electric fees shall be paid for directly by the COUNTY.
14 12. If required by approval agencies, such as the CSFM, for the construction of each
15 project, submit to the COUNTY using the appropriate agency forms, project background
16 information and recommended testing and inspection list for materials to be used for each
17 project, identifying type, quantity, frequency, and schedule.
18 13. Modify plans as required to obtain plan check approval.
19 D. Phase 4, Bidding and Award:
20 The CONSULTANT shall:
21 1. Deliver to the COUNTY, two (2) weeks prior to the bid advertising date (which
22 will be determined by COUNTY), the final completed original drawings and specifications for
23 COUNTY printing and distribution of bid sets to interested contractors. The original drawings
24 and specification index sheet shall be stamped by a seal with CONSULTANT and subconsultant
25 license numbers and/or signed in accordance with the California Business and Professions
26 Code.
27 2. Submit a list of general and specialty contractors who may be interested in
28 bidding on this project.
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1 3. Attend the pre-bid conference scheduled by the COUNTY.
2 4. Submit to the COUNTY for review and approval any addenda deemed
3 necessary. Addenda, if any, shall be submitted no later than seven (7) working days prior to the
4 scheduled bid opening.
5 5. Assist the COUNTY in evaluating the base bids and alternate bid items received.
6 6. Delete or otherwise change portions of the proposed construction work at the
7 request of the County if the lowest bid proposal for the construction contract exceeds the
8 COUNTY approved opinion of probable construction cost (which will include the
9 CONSULTANT's design contingency amount approved by the COUNTY) by 10% or more,
10 and if the COUNTY rejects all bids. The CONSULTANT shall revise the plans and
11 specifications to comply with such modifications and shall assist the COUNTY in obtaining
12 new proposals from contractors at no additional cost to the COUNTY. Modifications shall be
13 completed on a time schedule commensurate with the scope of the change and as set forth by
14 the COUNTY.
15 E. Phase 5 Construction Observation:
16 The CONSULTANT shall:
17 1. Attend the preconstruction conference scheduled by the COUNTY.
18 2. Provide construction observation including but not limited to:
19 a. Making recommendations to the COUNTY on all claims of the COUNTY or
20 construction contractor (hereinafter called "CONTRACTOR") and all other matters relating to
21 the execution and progress of work, including interpretation of the CONSULTANT's contract
22 documents.
23 b. Except for color boards, within seven (7) working days of COUNTY's
24 request, reviewing and making recommendations for samples, schedules, shop drawings, and
25 other submissions for general conformance with the design concept of the project and for
26 general compliance with the plans and specifications and information provided by the
27 CONSULTANT's contract documents.
28 c. Within two (2) working days of COUNTY's request for information (RFI),
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1 responding to the COUNTY Construction Engineer or CONTRACTOR, through the COUNTY
2 Construction Engineer with information and/or drawings needed from CONSULTANT in order
3 to clarify the intent of the construction contract plans and specifications of the project.
4 CONSULTANT shall review CONTRACTOR's cost proposals for all change orders associated
5 with any additional work as may be necessary by the RFI clarification.
6 d. Recommending and assisting in the preparation of necessary change orders,
7 with supporting documentation, calculations and opinion of probable construction cost, for
8 review and issuance of change orders by the COUNTY Construction Engineer to obtain
9 appropriate agency acceptance and approval.
10 (1) Drawings and work necessary to delineate the COUNTY's changes to the
11 construction contract or to make modifications as directed by the Board of Supervisors, which
12 shall be made as directed by the Construction Engineer.
13 (2) Notwithstanding the foregoing, where the change order arises as a result
14 of an error or omission of the CONSULTANT, the CONSULTANT shall not be compensated
15 for time spent or cost incurred in efforts connected with the correction thereof. In such event,
16 the costs incurred by COUNTY for rework of installed work shall be assessed upon the
17 CONSULTANT's contract payments.
18 (3) Assist COUNTY, at COUNTY's express, written authorization, with any
19 claim resolution process involving CONTRACTOR and COUNTY as specified hereunder,
20 including serving as a witness in connection with any public hearings or legal proceeding,
21 including dispute resolutions required by law. The parties recognize that this clause is provided
22 as a means of expediting resolution of claims among the CONTRACTOR, COUNTY and
23 CONSULTANT. However, it is understood the CONTRACTOR is not an intended third party
24 beneficiary of this clause. Compensation for these services under this subparagraph
25 III.E.2.d.(3), shall be provided under Article V.0 of this Agreement, subject to the following:
26 (a) COUNTY may believe that CONSULTANT's work under this
27 Agreement is connected with errors, or omissions, or problems related to a claim. As a result
28 and upon notice of same by COUNTY, CONSULTANT's payment request for such services
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1 shall be held in suspense by COUNTY until final determination in accordance with Article IX,
2 "Errors or Omission Claims and Disputes" of this Agreement, or by a court of law of the
3 proportion that CONSULTANT's fault bears to the fault of all parties concerned.
4 (b) Such amounts held in suspense, pending the final determination as to
5 the CONSULTANT's proportional fault, shall not be paid to CONSULTANT. However, the
6 appropriate percentage of such amount held in suspense shall be paid to CONSULTANT when,
7 once a final determination has been made, whether pursuant to Article IX, ("Errors or Omission
8 Claims and Disputes") of this Agreement, or by a court of law, CONSULTANT thereafter
9 submits a proper invoice to the Department of Public Works, which then shall evaluate and
10 approve the invoice in accordance with Article V.0 of this Agreement.
11 3. At intervals appropriate to the stage of construction, or as otherwise deemed
12 necessary by CONSULTANT, visit the site of the project as necessary to become familiar
13 generally with the progress and quality of the work and to determine that the work is proceeding
14 in general accordance with the contract documents. CONSULTANT shall not be required to
15 make exhaustive or continuous on-site inspections but shall give direction to the Construction
16 Inspector as hereinafter more specifically provided.
17 4. CONSULTANT shall not be responsible for the CONTRACTOR'S failure to
18 carry out the construction work in accordance with the contract documents, however,
19 CONSULTANT shall immediately advise the COUNTY Representative of any known or
20 observed deviation from the contract documents. CONSULTANT shall not have control over
21 or charge of, and shall not be responsible for construction means, methods, techniques,
22 sequence, or procedure, or for the safety precautions, programs, or equipment in use of
23 connection with the work, since these are solely the CONTRACTOR's responsibility under the
24 contract for construction.
25 5. Based on CONSULTANT's visits to the site, CONSULTANT shall keep the
26 COUNTY informed through written reports as to the progress of the work, shall advise the
27 COUNTY of defects and deficiencies of the work of contractors, and may recommend that the
28 COUNTY reject work as failing to conform to the contract documents.
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1 6. Conduct site visits which shall include, but not be limited to, on-site inspections
2 to determine the dates of substantial completion and final completion and to recommend to the
3 COUNTY its acceptance of the work, for the filing of the notice of completion and issuance of
4 final certificate for payment.
5 7. Conduct a"project shakedown"and staff orientation for the completed project.
6 F. Phase 6, Building Systems Testing and Staff Orientation:
7 1. At a minimum, twenty (20) working days prior to the completion of the Project
8 the CONSULTANT and his/her subconsultants shall begin conduction testing of all the
9 building's mechanical, plumbing, electrical and other systems included within the design
10 contract.
11 2. The CONSULTANT and his/her subconsultants shall develop a punch-list of
12 items needing completion, repair or replacement to be delivered to the COUNTY's Project
13 Manager. A minimum of three (3) separate punch-list visits shall be included.
14 3. The CONSULTANT and his/her subconsultants shall conduct a building
15 maintenance staff orientation and training when the building systems are deemed complete and
16 in working order by the Project Manager.
17 G. Phase 7 Post-Construction Services:
18 The CONSULTANT shall:
19 1. Review and forward to the COUNTY two (2) copies of Operations and
20 Maintenance Manuals to be furnished by the CONTRACTOR.
21 2. Inform the COUNTY of all written guarantees required of the CONTRACTOR
22 by the CONSULTANT's technical specifications or special conditions.
23 3. Return to COUNTY all plans borrowed from COUNTY by CONSULTANT.
24 4. Require through the construction contract specifications that record drawings be
25 prepared by the CONTRACTOR and submitted to the COUNTY for acceptance by the
26 Construction Inspector and CONSULTANT. However, upon completion of the project,
27 CONSULTANT shall transfer the CONTRACTOR's record drawing changes onto the
28 CONSULTANT's original drawings. The complete record drawing set shall remain at all times
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 the property of the COUNTY. Changes shall be identified by cloud markings and shall identify
2 date of change and its source, such as from addenda, change order, or clarification.
3 CONSULTANT shall have no responsibility for the accuracy of information provided, either by
4 the CONTRACTOR or by the Construction Inspector, for transfer to record drawings.
5 5. If construction plans have been prepared with a CAD system, record drawings in
6 the form of.dxf or .dwg files shall be furnished and delivered to Department of Public Works
7 and Planning in addition to reproducibles. Such .dxf or .dwg files shall be furnished on compact
8 disk(CD-ROM).
9 6. Participate fully, aligned with and not adverse to the interests of the COUNTY,
10 upon request, in the early settlement discussions of construction claims resolution issues. In the
1 I event such participation is requested of CONSULTANT, CONSULTANT shall be paid for such
12 services as provided under the provisions of Article V of this Agreement for the time spent in
13 such participation. All provisions of subparagraph III.E.2.d (3). of this Agreement shall apply
14 to CONSULTANT's participation in any early settlement discussions required by this Section
15 III.F. CONSULTANT'S participation in this process does not preclude the COUNTY's right to
16 make an error and omissions claim against the CONSULTANT.
17 7. No final payment to the CONSULTANT will be issued until the services of this
18 phase have been performed and errors and omissions attributed to the CONSULTANT have
19 been resolved.
20 IV. COUNTY'S OBLIGATIONS:
21 The COUNTY will, for each project:
22 A. Compensate the CONSULTANT as provided in this Agreement.
23 B. Provide a "COUNTY Representative" who will represent the COUNTY and who
24 will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT'S
25 performance of its obligations under this Agreement. The COUNTY Representative will be the
26 Capital Projects Division Manager or his/her designated representative through award of the
27 construction contract and the COUNTY Construction Engineer after award of the construction
28 contract to completion of the project by the CONTRACTOR. The CONSULTANT shall
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1 communicate and coordinate with the COUNTY Representative who will provide the following
2 services as appropriate for each project:
3 1. Provide basic design layouts and drawing layouts as may be required for each
4 project unless otherwise agreed by the COUNTY and the CONSULTANT.
5 2. Prepare the title sheet for each project's plans unless otherwise agreed by the
6 COUNTY and the CONSULTANT.
7 3. Loan or provide copies of any available building plans to the CONSULTANT.
8 4. Examine documents submitted to the COUNTY by the CONSULTANT and
9 timely render decisions pertaining thereto.
10 5. Provide communication between the CONSULTANT and COUNTY officials
11 and commissions (including user Department).
12 C. Give reasonably prompt consideration to all matters submitted by the
13 CONSULTANT for approval to the end that there will be no substantial delays in the
14 CONSULTANT's program of work. Any approval, authorization or request to the
15 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of
16 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the
17 COUNTY Representative or his/her designee.
18 V. COMPENSATION:
19 A. Total Fee:
20 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the
21 services required under this Agreement shall not exceed a total amount of five hundred
22 thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at
23 the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not
24 to exceed agreed maximums for each phase of each project.
25 2. The rates listed herein are to remain in effect for the duration of this Agreement.
26 Rates may be renegotiated annually after the first anniversary from the date of execution of this
27 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments
28 may not exceed the Engineering News Record's Construction Cost Index or the California
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 Consumer Price Index as published by the California Department of Industrial Relations for the
2 year, whichever is lower.
3 B. Basic Fee:
4 1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over
5 the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to
6 in writing between CONSULTANT and Capital Projects Division Manager or his/her
7 designated representative.
8 2. All expenses incidental to CONSULTANT's performance of services under
9 Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include,
10 but may not be limited to, transportation and travel, postage and courier services, photo and
11 duplicating services, telephone and facsimile charges, computer storage media, drawing and
12 plotting media,printing of"check print" plans and plan sets and documents specifically required
13 by the provisions of Article III of this Agreement.
14 3. CONSULTANT shall not add markup percentages or costs to subconsultant's
15 costs or incidental costs unless expressly authorized in writing by the COUNTY.
16 a. If the CONSULTANT becomes aware of potential unforeseen expenses that
17 would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the
18 COUNTY in writing of the extent and nature of such expenses or services. Upon mutual
19 agreement of the CONSULTANT and the COUNTY Representative, the scope of work and
20 agreed fee for a project may be amended in writing to cover such unforeseen expense or cost.
21 C. Payments:
22 1. Progress payments will be made by the COUNTY upon receipt of the
23 CONSULTANT's monthly invoices and approval by COUNTY thereof based on the
24 COUNTY's evaluation of the completion of the respective components of the project(s).
25 Invoices shall clearly identify the specific project, the phase of the project, the percent of the
26 work completed, agreed maximum fee, and description of the work performed, and shall be
27 submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall
28 submit separate invoices for each phase of each project for work being performed under this
Page 16 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 contract. Invoices shall be forwarded to:
2 Stuart G. Seiden, Division Manager
3 Capital Projects Division
4 Fresno County Public Works& Planning Department
5 2220 Tulare Street, Suite 610
6 Fresno, CA 93721-2104
7 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works &
8 Planning will take a maximum of five (5) working days to review, approve, and submit it to the
9 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
10 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention,
11 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor-
12 Controller/Treasurer-Tax Collector receives the approved invoice.
13 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
14 earned compensation in accordance with the provisions of Article VII of this Agreement.
15 4. An unresolved dispute over a possible negligent error or omission may cause
16 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
17 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY
18 request, pre-approved documentation,that complete payment, less a five percent(5%)retention,
19 has been made by CONSULTANT to all subconsultants as provided herein for all previous
20 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
21 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary
22 rights, and expressly disclaim any such status or rights.
23 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
24 later than thirty (30) days after a specific project is completed. Payment for retentions for each
25 project shall not be made until all services are completed for that project in accordance with the
26 provisions of Article III.
27 7. In the event the COUNTY reduces the scope of a specific project, the
28 CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 that authorized phase, for actual work completed and accepted by the COUNTY in accordance
2 with the terms of this Agreement.
3 VI. COMPENSATION RECORDS:
4 The CONSULTANT shall keep complete records for the period of time referenced in
5 Article VIII.0 showing the hours and description of activities performed by each person who
6 works on the project and all associated costs or charges applicable to work covered by the basic
7 fee. The CONSULTANT will be responsible for all subconsultants keeping similar records.
8 VII. RETENTION FROM EARNED COMPENSATION:
9 The COUNTY is entitled to and may withhold a five percent (5%) retention from the
10 earned compensation of the CONSULTANT separately for each project. Such retention from
11 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant
12 services of a project to be provided under this Agreement, including those phases completed.
13 VIII. AUDITS,ACCOUNTING AND INSPECTIONS ACCESS:
14 A. The CONSULTANT shall establish accounting and bookkeeping practices
15 including, but not limited to, employee time cards, payrolls, and other records of transactions
16 including those to be paid from State Grant and Federal Grant funds in accordance with the
17 performance of this Agreement.
18 B. The CONSULTANT shall at any time during regular business hours, and as often as
19 the COUNTY may deem necessary, make available for examination by the Comptroller General
20 of the United States, HUD, State of California or the COUNTY Auditor-Controller/ Treasurer-
21 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data
22 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
23 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of
24 personnel, conditions of employment, and other data relating to matters covered by this
25 Agreement.
26 C. The CONSULTANT shall be subject to the examination and audit of the Auditor
27 General for a period of three (3) years after final payment under this Agreement (Government
28 Code Section 8546.7).
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
2 A. Definitions:
3 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
4 professional services, acting as a business entity (owner, partnership, corporation,joint venture
5 or other business association) in accordance with the terms of an Agreement with the
6 COUNTY.
7 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
8 right, adjustment or interpretation of contract terms, payment of money, extension of time,
9 change orders, or other relief with respect to the terms of the contract. The term "Claim" also
10 includes other disputes and matters in question between the COUNTY and CONSULTANT
11 arising out of or relating to the contract. Claims must be made by written notice. The
12 provisions of Government Code Section 901, et seq., shall apply to every claim made to
13 COUNTY. The responsibility to substantiate claims shall rest with the party making the claim.
14 The term "Claim" also includes any allegation of a negligent error or omission by the
15 CONSULTANT.
16 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
17 following procedures are established in the event of any claim or dispute by COUNTY or
18 CONSULTANT alleging a negligent error, act, or omission.
19 1. Claims, disputes or other matters in question between the parties, arising out of
20 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the
21 following procedures.
22 2. The Capital Projects Division Manager or his/her designated representative of
23 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute,
24 including what damages have occurred, the measure of damages and what proportion of
25 damages, if any, shall be paid by either party. The parties agree to consult and consider the use
26 of mediation or other form of dispute resolution prior to resorting to litigation.
27 3. If the COUNTY and CONSULTANT cannot reach agreement under the
28 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 parties, be submitted to a panel of three (3) for a recommended resolution. The
2 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the third
3 member shall be selected by the other two panel members. The discovery rights provided by
4 California Code of Civil Procedure for civil proceedings shall be available and enforceable to
5 resolve the disputed issues. Either party requesting this dispute resolution process shall, when
6 invoking the rights to this panel, give to the other party a notice describing the claims, disputes
7 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
8 both parties shall submit all documents such parry intends to rely upon to resolve such dispute.
9 If it is determined by the panel that any party has relied on such documentation, but has failed to
10 previously submit such documentation on a timely basis to the other party, the other party shall
11 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision
12 by the panel is not a condition precedent to arbitration, mediation or litigation.
13 4. Upon receipt of the panel's recommended resolution of the dispute issues, the
14 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement.
15 If the parties still are unable to reach agreement, each party shall have recourse to all
16 appropriate legal and equitable remedies.
17 C. The procedures to be followed in the resolution of claims and disputes may be
18 modified at any time by mutual agreement of the parties hereto.
19 D. The CONSULTANT shall continue to perform its obligations under this Agreement
20 pending resolution of any dispute, and the COUNTY shall continue to make payments of all
21 undisputed amounts due under this Agreement.
22 E. When a claim by either party has been made alleging the CONSULTANT's
23 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
24 designated representative and the CONSULTANT shall meet and confer within twenty-one (21)
25 days after the written notice of the claim has been provided.
26 X. JOINDER OF PARTIES:
27 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of
28 any tier, suppliers and construction lenders shall all be bound by the dispute resolution
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT,
2 shall participate in and shall become parties to the dispute resolution process, provided they
3 have signed any document that incorporates or refers to the dispute resolution provisions of this
4 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such
5 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any
6 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this
7 regard. If such a party after due notice fails to appear at and participate in the dispute resolution
8 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
9 make a decision based on evidence introduced by the party or parties who do participate.
10 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
11 A. The CONSULTANT will review and analyze construction contract claims and
12 recommend resolution of them as soon as possible following receipt of demand by COUNTY.
13 B. Within a reasonable time after receipt of a claim,the CONSULTANT shall provide a
14 written analysis of the claim to the COUNTY, signed by the CONSULTANT and any affected
15 subconsultants. The written analysis shall include the CONSULTANT's professional opinion of
16 the responsibility for payment of the claim, with supporting facts and documentation. A copy of
17 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT
18 and any affected subconsultant.
19 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
20 following actions, within ten(10) days of receipt of a claim:
21 1. Request additional supporting data from the claimant, requiring that such data be
22 supplied within ten(10) days of the request;
23 2. Submit a schedule to the parties indicating when the CONSULTANT expects to
24 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's
25 original receipt of the claim;
26 3. Recommend rejection of the claim in whole or in part, stating the reasons for
27 such rejection;
28 4. Recommend approval of the claim by the other party, or
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 5. Suggest a compromise.
2 D. In every case, CONSULTANT shall provide its recommended resolution of a claim
3 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains
4 COUNTY's prior written approval.
5 XII. INDEPENDENT CONTRACTOR:
6 A. In performance of the work, duties, and obligations assumed by CONSULTANT
7 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
8 and all of CONSULTANT's officers, agents and employees, .will at all times be acting and
9 performing as an independent contractor, and shall act in an independent capacity and not as an
10 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY.
11 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
12 method by which CONSULTANT shall perform its work and function. However, COUNTY
13 shall retain the right to administer this Agreement so as to verify that CONSULTANT is
14 performing its obligations in accordance with the terms and conditions thereof.
15 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
16 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
17 thereof.
18 B. Because of its status as an independent contractor, CONSULTANT shall have
19 absolutely no right to employment rights and benefits available to COUNTY employees.
20 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its
21 employees all legally required employee benefits. In addition, CONSULTANT shall be solely
22 responsible and save COUNTY harmless from all matters relating to payment of
23 CONSULTANT's employees, including compliance with Social Security, withholding, and all
24 other regulations governing such matters. It is acknowledged that during the term of this
25 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or
26 to this Agreement.
27 XIII. PARTIES BOUND BY AGREEMENT:
28 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 respective successors in interest, legal representatives, executors, administrators, and assigns
2 with respect to all covenants as set forth herein.
3 XIV. REQUIRED APPROVALS:
4 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer
5 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior
6 express, written consent of the COUNTY. Such consent and approval may be given only by the
7 COUNTY Board of Supervisors.
8 XV. COMPLIANCE WITH LAWS:
9 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
10 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's
11 performance of the professional services to be provided hereunder.
12 B. CONSULTANT shall submit a current version of its Illness and Injury Prevention
13 Plan (IIPP), applicable safety programs and contact information for the CONSULTANT's
14 responsible person for these programs to the COUNTY Representative at the time this
15 Agreement is signed by the CONSULTANT. Throughout the term of this Agreement,
16 Consultant shall provide updates to the safety plans and programs to the COUNTY
17 Representative as they are implemented.
18 XVI. GOVERNING LAW:
19 A. Any controversy or claim arising out of or relating to this Agreement which cannot
20 be amicably settled without court action shall be litigated either in a State court for Fresno
21 County, California, or in the U.S. District Court for the Eastern District of California, located in
22 Fresno County.
23 B. The rights and obligations of the parties and all interpretations and performance of
24 this Agreement shall be governed in all respects by the laws of the State of California.
25 XVII. AMENDMENTS:
26 Any changes to this Agreement requested either by the COUNTY or CONSULTANT
27 may only be effected if mutually agreed upon in writing by duly authorized representatives of
28 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 party hereto be waived, except by such in writing.
2 XVIII.CONSULTANT'S LEGAL AUTHORITY:
3 A. Each individual executing this Agreement on behalf of CONSULTANT hereby
4 covenants, warrants, and represents:
5 1. That he or she is duly authorized to execute and deliver this Agreement on behalf
6 of such corporation in accordance with a duly adopted resolution of the corporation's board of
7 directors and in accordance with such corporation's articles of incorporation or charter and
8 bylaws;
9 2. That this Agreement is binding upon such corporation; and
10 3. That CONSULTANT is a duly organized and legally existing corporation in
11 good standing in the State of California.
12 XIX. HOLD HARMLESS:
13 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
14 agents, and employees, against the payment of any and all costs and expenses (including
15 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily
16 and personal injury to or death of any person or for loss of any property resulting from or
17 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its
18 officers, agents, and employees, in performing or failing to perform any work, services, or
19 functions under this Agreement.
20 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in
21 the defense of any claim, suit, or other action alleging liability, arising from the performance or
22 failure to perform of any COUNTY construction contractor or subcontractor in connection with
23 any project for which CONSULTANT has been retained under Article III above. Such
24 cooperation may include an agreement to prepare and present a cooperative defense after
25 consultation with CONSULTANTSs professional liability insurance carrier.
26 XX. LIABILITY INSURANCE:
27 A. Prior to commencing the duties under the Agreement with the COUNTY, the
28 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 for the following insurance policies which shall be kept in force during the term of the
2 Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as
3 may be specified herein with respect to a particular type of policy.
4 1. Commercial General Liability Insurance or Comprehensive General Liability
5 Insurance, naming the COUNTY as an additional insured, with limits of not less than one
6 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two
7 million dollars ($2,000,000).
8 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
9 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
10 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars
11 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars
12 ($500,000).
13 3. Worker's Compensation insurance policy as required by the California Labor
14 Code.
15 4. Professional Liability Insurance:
16 a. Professional Liability Insurance with limits of not less than one million
17 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and
18 with a deductible not to exceed fifty thousand dollars ($50,000). A deductible greater than fifty
19 thousand dollars ($50,000) will be acceptable to the COUNTY receiving satisfactory, certified
20 information of the CONSULTANT's ability to support such a deductible. The financial ability
21 to support the difference between fifty thousand dollars ($50,000) and the greater deductible
22 amount requested by the CONSULTANT shall be guaranteed by any of the following:
23
1). Cash deposit with a trustee bank.
24
2). Irrevocable letter of credit issued by a bank for the same time period as
25
specifically referenced in subparagraph XX.A.4.c herein.
26
3). Withholding payment under terms of the Agreement for the same time
27
period as specifically referenced in subparagraph XX.A.4.c. herein.
28 b. CONSULTANT and subconsultants shall make full disclosure, in writing to
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 the COUNTY, of all pending and open claims and disputes during the course of this Agreement
2 that affect the specified aggregate limits of the Professional Liability Insurance policy.
3 c. Professional Liability Insurance shall be kept in force for a minimum of two
4 (2) years past the date of final payment to CONSULTANT, and including the full and final
5 resolution of all claims, disputes, and matters in question regarding the project.
6 d. In the event that CONSULTANT voluntarily changes, or involuntarily
7 changes due to circumstances beyond its control, its Professional Liability Insurance policy
8 carrier during the period such coverage is required to be in force (as specified in the
9 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new
10 policy shall include prior acts coverage retroactive, at least, to the date of execution of this
11 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
12 coverage from the former policy carrier, negotiate a retroactive reporting date with the new
13 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
14 shall in any event maintain Professional Liability Insurance in a manner that provides
15 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
16 of two (2) years past the issuance of final payment to the CONSULTANT.
17 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice
18 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies.
19 C. The COUNTY, its officers, agents and employees, individually and collectively,
20 shall be named as an additional insured under the policy for Commercial General Liability
21 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations
22 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall
23 apply as primary insurance and any other insurance, or self-insurance, maintained by the
24 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with
25 insurance provided under the CONSULTANT's policies herein.
26 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as
27 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
28 terminate this Agreement upon the occurrence of such event.
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 E. All policies shall be issued by admitted insurers licensed to do business in the State
2 of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better.
3 XXI. OWNERSHIP OF DOCUMENTS:
4 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
5 rights of the drawings and the work-product of CONSULTANT for each project, to the fullest
6 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
7 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that
8 term is defined in copyright law, by COUNTY; that the drawings and work-product to be
9 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the
10 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole
11 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible
12 rights of any kind or nature in connection therewith; that all the contractual or intangible rights
13 of any kind or nature, title, and interest in and to the drawings and work-product will be
14 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
15 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
16 intangible rights relating to said drawings and work-product; that COUNTY shall be and
17 become the owner of such drawings and work product, free and clear of any claim by
18 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
19 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
20 product shall apply regardless of whether such drawings or work product, or any copies thereof,
21 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For
22 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports
23 and study findings commissioned to develop the design of each project, drawings and schematic
24 or preliminary design documents of each project, certified reproducibles of the original final
25 construction contract drawings of each project, specifications of each project, the approved
26 opinion of probable construction cost of each project, record drawings of each project, as-built
27 plans of each project, and discoveries, developments, designs, improvements, inventions,
28 formulas, processes, techniques, or specific know-how and data generated or conceived or
Page 27 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that
2 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
3 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs
4 previously developed or used by the CONSULTANT, or developed by the CONSULTANT
5 without COUNTY compensation, shall remain the property of the CONSULTANT and use is
6 granted to COUNTY only for the specific project undertaken under this Agreement.
7 B. If a project is terminated prior to completion of the construction document phase of
8 any project under Article III, a reproducible copy and electronic files of documents as
9 completed at the time of termination of the project shall be submitted by CONSULTANT to the
10 COUNTY, which may use them to complete each project in future phases.
11 C. If the project is terminated at the completion of the construction document phase of
12 any project, a reproducible copy and electronic files of final construction contract drawings
13 (both .dwg and .plt files), specifications, and approved opinion of probable construction cost
14 shall be submitted by CONSULTANT to COUNTY.
15 D. Documents, including drawings and specifications, prepared by CONSULTANT for
16 any project pursuant to this Agreement are not intended or represented to be suitable for reuse
17 by COUNTY or others on extensions of the services provided for that project or any other
18 project. Any use of completed documents for other projects and/or any use of uncompleted
19 documents will be at COUNTY's sole risk and without liability or legal exposure to
20 CONSULTANT.
21 E. COUNTY has requested that certain machine readable information and CAD data on
22 construction documents be provided by CONSULTANT for each project under this Agreement.
23 Such machine readable information and CAD data are more specifically described in Article III.
24 CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected
25 with:
26 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
27 such machine readable information and CAD data; or
28 2. Decline of accuracy or readability of machine readable information and CAD
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 data due to inappropriate storage conditions or duration; or
2 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine
3 readable information and CAD data for additions to any such project or for the completion of
4 any such project by others, or for other projects.
5 XXII. TERM AND TIME OF COMPLETION:
6 A. Upon request of the Capital Projects Division Manager or his/her designated
7 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
8 his/her designated representative's approval, schedules for the performance of the
9 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
10 and shall include allowances for periods of time required for the COUNTY's review and
11 approval of submissions by authorities having jurisdiction over the projects. Time limits
12 established by these schedules approved by Capital Projects Division Manager or his/her
13 designated representative shall not, except as provided in this Agreement, be exceeded by the
14 CONSULTANT.
15 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
16 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline
17 listed in the above-referenced schedules once such failure continues more than seven (7)
18 calendar days past the specified completion date (unless the delay is attributable to the
19 COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option
20 of the COUNTY, in accordance with Section XXIII.C.
21 C. This Agreement shall become effective upon approval by COUNTY's Board of
22 Supervisors, on the date first set forth above, for a base term of three (3) years, and shall expire
23 at the conclusion of said base term unless extended by COUNTY for a maximum of two (2)
24 additional one-year periods upon provision of written notice by the Director of the Department
25 of Public Works and Planning or his/her designee, or unless it is terminated earlier in
26 accordance with the provisions of Article XXIII.
27 XXIII.TERMINATION OF AGREEMENT:
28 A. This Agreement may be terminated without cause at any time by the COUNTY upon
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the
2 CONSULTANT shall be compensated for services satisfactorily completed to the date of
3 termination based upon the compensation rates and subject to the maximum amounts payable
4 agreed to in Article V, together with such additional services satisfactorily performed after
5 termination which are expressly authorized by the COUNTY Representative in order to
6 conclude the work performed to date of termination.
7 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
8 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY,the
9 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
10 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
11 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with
12 the previous CONSULTANT's design.
13 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
14 part, where in the determination of the COUNTY there is:
15 1. An illegal or improper use of funds;
16 2. A failure to comply with any term of this Agreement;
17 3. A substantially incorrect or incomplete report submitted to the COUNTY;
18 4. Improperly performed service.
19 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
20 of any breach of this Agreement or any default which may then exist on the part of the
21 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the
22 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
23 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
24 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
25 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and
26 Disputes"), were not expended in accordance with the terms of this Agreement. The
27 CONSULTANT shall promptly refund any such funds upon demand.
28 E. The terms of this Agreement, and the services to be provided thereunder, are
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ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 contingent on the approval of funds by the appropriating government agency. Should sufficient
2 funds not be allocated, the services provided may be modified, or this Agreement terminated at
3 any time by giving the CONSULTANT thirty(30) days advance written notice.
4 XXIV.CONFLICT OF INTEREST:
5 The CONSULTANT shall comply with the provisions of the Fresno County Department
6 of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
7 Such compliance shall include the filing of annual statements pursuant to the regulations of the
8 State Fair Political Practices Commission.
9 XXV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
10 A. This provision is only applicable if the CONSULTANT is operating as a corporation
11 (a for-profit or non-profit corporation) or if during the term of this Agreement, the
12 CONSULTANT changes its status to operate as a corporation.
13 B. Members of the CONSULTANT'S Board of Directors shall disclose any self-
14 dealing transactions that they are a party to while the CONSULTANT is providing goods or
15 performing services under this Agreement. A self-dealing transaction shall mean a transaction
16 to which the CONSULTANT is a party and in which one or more of its directors has a material
17 financial interest. Members of the CONSULTANT'S Board of Directors shall disclose any
18 self-dealing transactions that they are a party to by completing and signing a Self-Dealing
19 Transaction Disclosure Form (attached as Exhibit C and incorporated herein by this reference);
20 and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
21 immediately thereafter.
22 XXVI. ENTIRE AGREEMENT:
23 This Agreement constitutes the entire agreement between the COUNTY and the
24 CONSULTANT with respect to the subject matter hereof and supersedes all previous
25 negotiations, proposals, commitments, writings, advertisements, publications, and
26 understandings of any nature whatsoever unless expressly included in this Agreement.
27 XXVII. SEVERABILITY:
28 Should any provision herein be found or deemed to be invalid, this Agreement shall be
Page 31 of 33 Pages
ARCHITECTURAL CONSULTANT SERVICES AGREEMENT
1 construed as not containing such provision, and all other provisions which are otherwise lawful
2 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
3 declared to be severable.
4
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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 CONS TA COUNTY OF FRESNO
5 BY: BY:
6 ROBERT TOM EVICH ERNEST BUDDY MENDES,CHAIRMAN
TITLE: PRINCIPAL ARCHITECT BOARD OF SUPERVISORS
7 RDT ARCHITECTURE&INTERIOR
315 E. CORNELL AVENUE
8 FRESNO,CA 93704
9
REVIEWED AND RECOMMENDED APPROVED AS TO LEGAL FORM:
10 FOR APPROVAL DANIEL C. CEDERBORG COUNTY
11 COUNSEL
12
13 BY: aA#_,_2 414�— BY
ALAN WEAVER, DIRECTOR DEPUTY
DEPARTMENT OF PUBLIC WORKS
14 AND PLANNING
15
16 APPROVED AS TO ACCOUNTING FORM
17 VICKI CROW, C.P.A.
AUDITOR-CONTROLLER/
18 TREASURER-TAX COLLECTOR
19 BY: i
20 DEPUTY
21
FUND: 0001,0010, 0105,0107,0110,0400
22 AORRG: 4337 -ffi
6620qq, 4510, 8840, 8845, 8846, 8847, 8848, 8849
23 :75' D0
24 ATTEST:
BERNICE E.SEIDEL,Clerk
25 Board of Supervisors
By(,
26 L Pfeputy
27
28
Page 33 of 33 Pages
EXHIBIT A
RDT Architecture&Interior Design, Inc.
Proposal —General On Call Consultant Services, Various Capital Projects I
Architect 110
Project Manager 95
Interior Designer 90
Clerical 55
f EXHIBIT B
Me 9L.5I23
Februaxy 23, 1999
Rmalutuz 999-086
1 BEFORE THE 13OMD OF SUPERVISORS
2 OF THE GOUM Y OF FRESNO
3 STATE CF CAL.IFORMIA
T :•.
4 In the matter of
S Adoption of Standard Conflict of Interest Beaolution f99-086
B Code for AD County Departments.
T
8 Whereas,the Polifical Reform Act, Government Code section 81000 at seq..
3 requires state and local government agencies to'adopt and promulgate contild of Interest
to codes;and
11 Whereas,the Fair Pottiidd Practices Commssion has,adopted a tegulath%2
12 Caltfomte Code of Regulations section 16730, which contains the farms of a standard
13 conflict of Interest code, and which may be amended by the Fair Politicsal Practices
14 Commission after public notices and hearings to conform to amendments to the Polifkal
Is Reform Act;and
1 to Whereas,any local agency mayincorporate this standard conflict of Interest code,
17 and thereafter need not amend the text of its code to cordbrm to future amendments to fhe
Pollttcat Reform Act or Its regulations;and
18
Whereas, the Board of Supervisors is the code reviewing body for EN County
19 departments except courts;and
20 Whereas,the Board of Supervisors may adopt the standard conflict of Interest
21 code on behalf of all County departments.
22 Now therefore be It resolved,thatthe temts of 2 California Code of Regulations
23 section 18730, and any amendments to It duty adopted by the Fair Political Practices
24 Commission,are hardy Incorporated by reference and.along with the Exhibits A and B
28 approved pnevlousty,today,or In the fcsture,by this Board for each County department,in
26 which officers and employees are designated and disclosure categories are set forttr,
27
28
1
'EXHIBIT B
constitute the conflict of Interest codes of each County department except courts.
2 Conflict of intetestib ms shall be fired as follows:
3 1. As required by Government Code Section 87500, subdivision (a),the
4 County Adrsinistrative Offk r, Dishiot Attorney, County Counsel, and Auditor-
s Controlied7reasurer--Tax Collector shall file one original oftheir statements wM the Couray
6 Clerk who shall make and retain copies and forward the originaM to the )=air PotitlGal
7 Practices Commission,which shall be the ring ofthm. Tire County AdministmWe Officer.'
6 District Attorney,County Counsel,and Auditor-Contrnlierfrreasurer-Tax Collector shell also
9 file one copy ofthelr statements with the Clericto the Board of Supervisors.
40 2. As required by Government Coda section tt?500,subdivision(D.al cder
ti departmentheads shag file one cdgMcfthelrstatemeirlswkhthetrdepartr mb. Thefft
12 officer of each de mdmnt shall melee and retain a copy of the department head`s steburd
iS and shell fomard the originai to the Ctmkto the Board of Supervisors.
14 3. All other designated employees shall fife one anginal oftheir statemeft wilh
is their departments.
-6 All sUdema ds shall be public records and shall be made avaliable for pulic
17 impectbn and reproduction. (Gov.Cods,§81008.)
18 Adopted at a regular meeting ofthe Boatel of Supervisors,held on the 23rd clay
of aebzuary .A9-9-2,bythefogowing vote,to vft
is
20
Ayes-. SupervIs=s Ku]ig m. Case, gxambuls, oken, levy
21 Noes: None
32 Absent: Hone
23
24 A=WT t
9LIMM. ROM MOT
Sstots saroon, Cry
25 EOM of SUPERVISORS
26 t
27 sy .
- — ---P—Y-.
26 71U #25123 AS=& 428 8eaa2ut foe �99-Ut36
2
.--,EXHIBIT B
EXHIBIT uA"
PUBLIC WORKS AND PLANNING
Classification Cateaory
Accountant I/If 2
Architect 1
Assistant Real Property Agent 1
Associate Rea(Property Agent 1
Building Inspector I/if 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 I/11/[if 1
Field Survey Supervisor 3
Housing Rehabilitation Specialist i/If 1
Information Technology Analyst I/11/Ili/IV 2
Planner I 1111111 1
Principal Accountant 1
Principal Engineer 1
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 i
Senior Engineer 1
Senior Engineering Technician 2
Senior Geologist 1
Senior Information Technology Analyst 2
Senior Planner 1
(-.EXHIBIT B
Classification Cat000ry
Senior Staff Analyst 1
Senior Systems and Procedures Analyst 2
Staff Analyst I/111 ill 1
Supervising Accountant 2.3
Supervising Building Inspector 1
Supervising Engineer 1
Supervising Water/Wastewater Specialist 2,3
Systems and Procedures Analyst I I It!Ill 2
Systems and Procedures Manager 2
Traffic Maintenance Supervisor 2
* Consultants shall be included In the fist 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 pos€tW, 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 consuftanrs duties and, rased 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
EXHIBIT`�"
RMUSUc WORKS ANR PLANNING
1. Persons In this category must disclose all Investments,Interests in real property and
Income,and business positions. Finanaiai Interests ere mpartsbls duty fit i000ed wiHhln
or subject to the jurisdiction of Fresno Musty, or if the business w0t is-doing
business orplanning to do business In thelurisdicllon,orhas done busthesswithin the
jiuisdictich at any time during the two yesr'spi td"thb fltlfrg ofthb statement. Real .
property shall be deemed to be within the,Jurisdiction!of the County If it is located
wiNn or not more than buo,miles outsids the boundaries of the County(including its
incorporated dtles), or within twa mites of any land owned or used by the County.
2. Parsons In this category shall disclose,all investments In,income from,and business
positions with any business entity which,YAM the last two years,has contracted or In
the ftilure may forsseably contract with Fresno County through its Public Warty and
Planrfmg Cepe tment,.Saild Waste Com dssions within the jurisdiction,or to any oam
joint powers agency which Fresno County Is a member to provide servireq,supplies,
materials,macddnery,or squipmentto the County.
S. Persons In the category shall disclose ail IntereMs in real property within the
jurisdiction. Real Property shall be deemed to be wlthln the Jurisdiction iftha prop94
or any part of It Is located within or not more then two mHe;outside the boundaries of
Fresno County(including its Incorporated cites)orwithIn tow mile of any land owned
or opa vied by the Coun .
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
Name: Date:
Job Title:
{�).iGarr��ra�Y/ABer��y Marne aci Address:
{3}C3isc#osure'iPlease describe the nature of the self-dealing trarrsaciion ycau ark a party to};
} xplai n inrhy this self.-diming transaction is coiisistent,rRl1 the requirements of orations Cade SI3 (a):
S)Authorized Signature
Signature: Date:
Page 2 of 2