HomeMy WebLinkAboutAgreement A-16-177 with Lars Andersen Associates Inc..pdf Agreement No. 16-177
CIVIL CONSULTANT SERVICES AGREEMENT
1 THIS AGREEMENT is made and entered into this 26th day of April , 2016,
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and Lars Andersen & Associates, Inc., a California corporation, located
4 at 4694 W. Jacquelyn Avenue,Fresno, CA 93722 (hereinafter called "CONSULTANT").
5 WITNESSETH :
6 WHEREAS, the COUNTY desires to retain a CONSULTANT Civil Engineer to assist
7 the COUNTY Capital Projects Division Manager or his/her designated Project Manager in
8 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 Civil Engineering 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 Civil Engineering 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 Civil Engineering services for all projects, and
21 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform
22 Civil Engineering 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 Civil Engineering services as described in Article II and enumerated in
i
27 Article III herein.
28 B. The CONSULTANT's services shall be performed as expeditiously as is
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CIVIL 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: Daniel J. Zoldak, P.E., LEED AP CASp Position: Vice President
25 Telephone: (559) 276-2790 Fax: (559) 276-0850
26 E-Mail: dzoldak&larsandersen.com
27
28 ///
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CIVIL 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
8 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
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CIVIL 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. The Consultant shall conform with accessibility requirements under the
13 California Building Code and the Americans with Disabilities Act (ADA). Specific tasks may
14 include evaluation of existing facilities; preparation of ADA transition plans; design for the
15 remodel of and/or addition to existing facilities; or the design of new facilities.
16 5. Design the project to conform with the requirements of the Office of Statewide
17 Health Planning and Development (OSHPD), California State Fire Marshal (CSFM) and
18 California Board of State and Community Corrections (BSCC) and/or other jurisdictional
19 building officials, as applicable to a specific project, and the requirements of applicable
20 building, seismic, and health codes applicable to all projects.
21 6. Prepare and submit an opinion of probable construction cost identifying
22 significant area and system components of the project. The opinion of probable construction
23 cost shall be submitted in the Construction Specifications Institute (CSI) MasterFormat and
24 shall identify design contingency and escalation amounts to the mid-point of the proposed
25 construction period.
26 7. Monitor and keep COUNTY informed regarding the impact of design issues on
27 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
28 the design such reasonable changes as the COUNTY deems appropriate, as a result of the
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CIVIL CONSULTANT SERVICES AGREEMENT
1 COUNTY's review process and impact on the budget or opinion of probable construction cost.
2 If CONSULTANT disagrees with the COUNTY's request, such disagreement must be
3 registered in writing and the COUNTY will attempt to reconcile such disagreement. If it is
4 impossible to make a reconciliation, the written disagreement will become a part of the project's
5 record. However, CONSULTANT shall then comply with the COUNTY's request.
6 8. The opinion of probable construction cost shall be projected to the midpoint of
7 the probable construction period and include material and labor unit costs, overhead, profit,
8 insurance, taxes, general requirements, supervision, and difficulty factors, and shall identify
9 escalation and design contingency amounts, which must be approved by the COUNTY.
10 9. At the request of the COUNTY, modify or delete portion of the proposed
11 construction work, or reduce program space if the schematic opinion of probable construction
12 cost indicates increases in cost above the project budget. CONSULTANT shall adhere to any
13 such modifications in the preparation and completion of the schematic plans, opinion of
14 probable construction cost and specifications in work performed under Phase 1.
15 10. Submit and review with COUNTY in a meeting, three (3) copies of the final
16 schematic design. The three (3) copies shall be submitted three (3) calendar days prior to the
17 schematic design meeting scheduled.
18 11. Continue to incorporate into the design in the Design Development Phase of
19 CONSULTANT's work, the changes required from project approval of the schematic design
20 only if COUNTY expressly authorizes CONSULTANT in writing to proceed to the next phase.
21 B. Phase 2, Design Development:
22 1. Prepare applications, and assist the COUNTY in submitting applications and
23 expediting agency review processing as may be required for each project.
24 2. Provide, in this or subsequent phase of his work, all data necessary to comply with
25 all City or COUNTY building, plumbing, electrical, structural, mechanical permits and land use
26 requirements.
27 3. Prepare the Design Development (preliminary) drawings, opinion of probable
28 construction cost and preliminary specifications. All required plans and drawings shall be
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CIVIL CONSULTANT SERVICES AGREEMENT
1 prepared on a CAD system, electronic drawing and/or BIM modeling software system
2 acceptable to the COUNTY and on 24" by 36" sheets, or other size approved by the COUNTY,
3 and technical specifications on 8-1/2" by I I" pages setting forth in detail the work to be done,
4 the materials, workmanship, finishes, and equipment required for the architectural, structural,
5 mechanical, electrical, communications, and other components of construction necessary to
6 provide the COUNTY a complete and functional project for its intended purpose within the
7 requirements of this Agreement.
8 4. Review the progress and content of the drawings and cost estimate every two (2)
9 weeks in meetings with the COUNTY, and prepare brief minutes thereof. CONSULTANT
10 must monitor and keep COUNTY informed regarding the impact of design issues on the project
11 budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design
12 such reasonable design and operations changes as the COUNTY deems appropriate as a result
13 of the COUNTY's review processes and impact on the project budget or opinion of probably
14 construction cost. If CONSULTANT disagrees with the COUNTY's request, such
15 disagreement must be registered in writing and the COUNTY will attempt to reconcile such
16 disagreement. If it is impossible to make a reconciliation, the written disagreement will become
17 part of the project's record. However, CONSULTANT shall then comply with the COUNTY's
18 request.
19 5. Continue to develop and expand civil design documents, specifications and
20 develop materials list to establish final scope and preliminary details for civil engineering work
21 necessary to complete the project.
22 6. Prepare a detailed Design Development opinion of probable construction cost,
23 which shall identify the construction components and requirements of the project.
24 a. The opinion of probable construction cost shall be projected to the midpoint of
25 the probable construction period and include material and labor unit costs, overhead, profit,
26 insurance, taxes, general requirements, supervision, and difficulty factors and be submitted in
27 the CSI MasterFormat.
28 b. The opinion of probable construction cost shall identify escalation and design
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CIVIL CONSULTANT SERVICES AGREEMENT
1 contingency amounts, which must be approved by the COUNTY.
2 7. Submit originals to COUNTY for reproduction for project review of the
3 completed Design Development plans, specifications, and opinion of probably construction
4 cost. CONSULTANT shall meet as necessary with the COUNTY to identify and explain in
5 detail all elements included in the design of project but not shown in the Design Development
6 documents or meet as necessary to fully explain his/her design scope and obtain COUNTY's
7 approval thereof.
8 8. Review and confirm with COUNTY staff the construction budget.
9 9. Delete portions of the proposed construction work or change materials and
10 equipment at the request of the COUNTY if the preliminary opinion of probable construction
11 cost exceeds the construction budget. The CONSULTANT shall adhere to any such
12 modifications in the preparation and completion of preliminary plans, opinion of probable
13 construction cost, and specifications in this Phase.
14 10. Continue to incorporate into the design in the succeeding phases of the
15 CONSULTANT's work the changes identified from project approval of the Design
16 Development (preliminary design) and proceed into the next phase only if expressly authorized
17 in writing by COUNTY.
18 C. Phase 3, Construction Documents:
19 The CONSULTANT shall:
20 The CONSULTANT shall for each project: Prepare the final working drawings from the
21 Design Development drawings (preliminary design), as modified by the COUNTY setting forth
22 in detail the civil engineering requirements for each project.
23 1. Prepare the final working drawings from the design development (preliminary)
24 drawings, opinion of probable construction cost and preliminary specifications. All required
25 plans and drawings shall be prepared on a CAD system, electronic drawing and/or BIM
26 modeling software system acceptable to the COUNTY and on 24" by 36" sheets, or other size
27 approved by the COUNTY, and technical specifications on 8-1/2" by 11" pages setting forth in
28 detail the work to be done, the materials, workmanship, finishes, and equipment required for the
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CIVIL CONSULTANT SERVICES AGREEMENT
1 architectural, structural, mechanical, electrical, communications, and other components of
2 construction necessary to provide the COUNTY a complete and functional project for its
3 intended purpose within the requirements of this Agreement.
4 2. Monitor and keep COUNTY informed regarding the impact of design issues on
5 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
6 the design such reasonable changes, as the COUNTY deems appropriate as a result of the
7 COUNTY's review processes and impact on the project budget or opinion of probable
8 construction cost.
9 3. Review, comment, and/or make recommendations on the form and content of the
10 COUNTY's General Conditions, Special Conditions, and Bid Form as they apply towards this
11 project.
12 4. In addition to the technical specifications, prepare special or supplemental
13 conditions for the construction contract documents. The COUNTY will package the
14 CONSULTANT's documents with the COUNTY's approved General Conditions, Notice to
15 Contractors calling for bids, the Bid Form, and related documents to complete the construction
16 contract and bid specifications. Specifications for asbestos abatement, if required for a specific
17 project, will be incorporated by the COUNTY into the bid package.
18 5. Include alternate bid items (preferably additive), not as separate design drawings
19 but incorporated into the original construction drawings, to allow construction element choices
20 or cost options by the COUNTY. The basis of award may be on the base bid only, or base bid
21 plus additive alternatives. Additive bid items may be necessary so that the COUNTY will be
22 able to award a construction contract not exceeding available construction funds.
23 6. Submit to the COUNTY the projected and final construction opinion of probable
24 construction cost organized in the CSI MasterFormat for the base bid work and alternate bid
25 items. The opinion of probable construction cost shall be projected to the midpoint of the
26 scheduled construction period to be scheduled by the COUNTY. Differences between the
27 design development (preliminary) and final opinion of probable construction cost shall be
28 explained in writing.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 7. Verify the reasonableness of the estimated construction period for construction
2 contract bidding purposes as provided by the COUNTY and identify long delivery items of
3 materials and equipment which will impact the length of the construction contract.
4 8. If required for the construction of a specific project, propose and submit a
5 recommended testing and inspection list for materials identifying type, quantity, frequency,
6 schedule, and cost estimate of tests to be performed by an independent testing firm during
7 construction.
8 9. Submit progress originals and final originals of the plans, specifications,
9 calculations and opinion of probable construction cost for reproduction by the COUNTY seven
10 (7) days in advance of the final design presentation.
11 10. If required, submit additional copies of the completed plans, calculations, and
12 specifications to the COUNTY for transmittal to California State Fire Marshal (CSFM), Board
13 of State and Community Corrections (BSCC) and applicable plan check agencies for building,
14 seismic, and health code compliance, accessibility and approval as applicable for each project.
15 11. For projects requiring building permits to be issued by the County of Fresno
16 Development Services Division, submit three (3) sets of the completed plans and calculations
17 for plan check. The CONSULTANT shall be responsible for supplying all supporting
18 documentation required to obtain all permits as directed by Fresno County Development
19 Services. It is the intent that the CONSULTANT shall be responsible to provide and process all
20 drawings and data required to issue permits and approvals by Federal, State, County, City
21 and/or any other Government or Utility Company approvals. Review and/or permit fees shall
22 be reimbursed to the CONSULTANT on a dollar for dollar basis with no mark-up. Fresno
23 County Development Services fees, Division of State Architect fees and Pacific Gas and
24 Electric fees shall be paid for directly by the COUNTY.
25 12. If required by approval agencies, such as the CSFM, for the construction of each
26 project, submit to the COUNTY using the appropriate agency forms, project background
27 information and recommended testing and inspection list for materials to be used for each
28 project, identifying type, quantity, frequency, and schedule.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 13. Modify plans as required to obtain plan check approval.
2 D. Phase 4, Bidding and Award:
3 The CONSULTANT shall:
4 1. Deliver to the COUNTY, two (2) weeks prior to the bid advertising date (which
5 will be determined by COUNTY), the final completed original drawings and specifications for
6 COUNTY printing and distribution of bid sets to interested contractors. The original drawings
7 and specification index sheet shall be stamped by a seal with CONSULTANT and subconsultant
8 license numbers and/or signed in accordance with the California Business and Professions
9 Code.
10 2. Submit a list of general and specialty contractors who may be interested in
11 bidding on this project.
12 3. Attend the pre-bid conference scheduled by the COUNTY.
13 4. Submit to the COUNTY for review and approval any addenda deemed
14 necessary. Addenda, if any, shall be submitted no later than seven (7) working days prior to the
15 scheduled bid opening.
16 5. Assist the COUNTY in evaluating the base bids and alternate bid items received.
17 6. Delete or otherwise change portions of the proposed construction work at the
18 request of the County if the lowest bid proposal for the construction contract exceeds the
19 COUNTY approved opinion of probable construction cost (which will include the
20 CONSULTANT's design contingency amount approved by the COUNTY) by 10% or more,
21 and if the COUNTY rejects all bids. The CONSULTANT shall revise the plans and
22 specifications to comply with such modifications and shall assist the COUNTY in obtaining
23 new proposals from contractors at no additional cost to the COUNTY. Modifications shall be
24 completed on a time schedule commensurate with the scope of the change and as set forth by
25 the COUNTY.
26 E. Phase 5, Construction Observation:
27 The CONSULTANT shall:
28 1. Attend the preconstruction conference scheduled by the COUNTY.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 2. Provide construction observation including but not limited to:
2 a. Making recommendations to the COUNTY on all claims of the COUNTY or
3 construction contractor (hereinafter called "CONTRACTOR") and all other matters relating to
4 the execution and progress of work, including interpretation of the CONSULTANT's contract
5 documents.
6 b. Except for color boards, within seven (7) working days of COUNTY's request,
7 reviewing and making recommendations for samples, schedules, shop drawings, and other
8 submissions for general conformance with the design concept of the project and for general
9 compliance with the plans and specifications and information provided by the
10 CONSULTANT's contract documents.
11 c. Within two (2) working days of COUNTY's request for information (RFI),
12 responding to the COUNTY Construction Engineer or CONTRACTOR, through the COUNTY
13 Construction Engineer with information and/or drawings needed from CONSULTANT in order
14 to clarify the intent of the construction contract plans and specifications of the project.
15 CONSULTANT shall review CONTRACTOR's cost proposals for all change orders associated
16 with any additional work as may be necessary by the RFI clarification.
17 d. Recommending and assisting in the preparation of necessary change orders, with
18 supporting documentation, calculations and opinion of probable construction cost, for review
19 and issuance of change orders by the COUNTY Construction Engineer to obtain appropriate
20 agency acceptance and approval.
21 (1) Drawings and work necessary to delineate the COUNTY's changes to the
22 construction contract or to make modifications as directed by the Board of Supervisors, which
23 shall be made as directed by the Construction Engineer.
24 (2) Notwithstanding the foregoing, where the change order arises as a result of an
25 error or omission of the CONSULTANT, the CONSULTANT shall not be compensated for
26 time spent or cost incurred in efforts connected with the correction thereof. In such event, the
27 costs incurred by COUNTY for rework of installed work shall be assessed upon the
28 CONSULTANT's contract payments.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 (3) Assist COUNTY, at COUNTY's express, written authorization, with any claim
2 resolution process involving CONTRACTOR and COUNTY as specified hereunder, including
3 serving as a witness in connection with any public hearings or legal proceeding, including
4 dispute resolutions required by law. The parties recognize that this clause is provided as a
5 means of expediting resolution of claims among the CONTRACTOR, COUNTY and
6 CONSULTANT. However, it is understood the CONTRACTOR is not an intended third party
7 beneficiary of this clause. Compensation for these services under this subparagraph
8 III.E.2.d.(3), shall be provided under Article V.0 of this Agreement, subject to the following:
9 (a) COUNTY may believe that CONSULTANT's work under this Agreement is
10 connected with errors, or omissions, or problems related to a claim. As a result and upon notice
11 of same by COUNTY, CONSULTANT's payment request for such services shall be held in
12 suspense by COUNTY until final determination in accordance with Article IX, "Errors or
13 Omission Claims and Disputes" of this Agreement, or by a court of law of the proportion that
14 CONSULTANT's fault bears to the fault of all parties concerned.
15 (b) Such amounts held in suspense, pending the final determination as to the
16 CONSULTANT's proportional fault, shall not be paid to CONSULTANT. However, the
17 appropriate percentage of such amount held in suspense shall be paid to CONSULTANT when,
18 once a final determination has been made, whether pursuant to Article IX, ("Errors or Omission
19 Claims and Disputes") of this Agreement, or by a court of law, CONSULTANT thereafter
20 submits a proper invoice to the Department of Public Works, which then shall evaluate and
21 approve the invoice in accordance with Article V.0 of this Agreement.
22 3. At intervals appropriate to the stage of construction, or as otherwise deemed
23 necessary by CONSULTANT, visit the site of the project as necessary to become familiar
24 generally with the progress and quality of the work and to determine that the work is proceeding
25 in general accordance with the contract documents. CONSULTANT shall not be required to
26 make exhaustive or continuous on-site inspections but shall give direction to the Construction
27 Inspector as hereinafter more specifically provided.
28 4. CONSULTANT shall not be responsible for the CONTRACTOR's failure to
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CIVIL CONSULTANT SERVICES AGREEMENT
1 carry out the construction work in accordance with the contract documents, however,
2 CONSULTANT shall immediately advise the COUNTY Representative of any known or
3 observed deviation from the contract documents. CONSULTANT shall not have control over
4 or charge of, and shall not be responsible for construction means, methods, techniques,
5 sequence, or procedure, or for the safety precautions, programs, or equipment in use of
6 connection with the work, since these are solely the CONTRACTOR'S responsibility under the
7 contract for construction.
8 5. Based on CONSULTANT's visits to the site, CONSULTANT shall keep the
9 COUNTY informed through written reports as to the progress of the work, shall advise the
10 COUNTY of defects and deficiencies of the work of contractors, and may recommend that the
11 COUNTY reject work as failing to conform to the contract documents.
12 6. Conduct site visits which shall include, but not be limited to, on-site inspections
13 to determine the dates of substantial completion and final completion and to recommend to the
14 COUNTY its acceptance of the work, for the filing of the notice of completion and issuance of
15 final certificate for payment.
16 7. Conduct a"project shakedown" and staff orientation for the completed project.
17 F. Phase 6, Building Systems Testing and Staff Orientation:
18 1. At a minimum, twenty (20) working days prior to the completion of the Project
19 the CONSULTANT and his/her subconsultants shall begin conduction testing of all the
20 building's electrical and other systems included within the design contract.
21 2. The CONSULTANT and his/her subconsultants shall develop a punch-list of
22 items needing completion, repair or replacement to be delivered to the COUNTY's Project
23 Manager. A minimum of three (3) separate punch-list visits shall be included.
24 3. The CONSULTANT and his/her subconsultants shall conduct a building
25 maintenance staff orientation and training when the building systems are deemed complete and
26 in working order by the Project Manager.
27 G. Phase 7, Post-Construction Services:
28 The CONSULTANT shall:
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CIVIL CONSULTANT SERVICES AGREEMENT
1 1. Review and forward to the COUNTY two (2) copies of Operations and
2 Maintenance Manuals to be furnished by the CONTRACTOR.
3 2. Inform the COUNTY of all written guarantees required of the CONTRACTOR
4 by the CONSULTANT's technical specifications or special conditions.
5 3. Return to COUNTY all plans borrowed from COUNTY by CONSULTANT.
6 4. Require through the construction contract specifications that record drawings be
7 prepared by the CONTRACTOR and submitted to the COUNTY for acceptance by the
8 Construction Inspector and CONSULTANT. However, upon completion of the project,
9 CONSULTANT shall transfer the CONTRACTOR's record drawing changes onto the
10 CONSULTANT's original drawings. The complete record drawing set shall remain at all times
11 the property of the COUNTY. Changes shall be identified by cloud markings and shall identify
12 date of change and its source, such as from addenda, change order, or clarification.
13 CONSULTANT shall have no responsibility for the accuracy of information provided, either by
14 the CONTRACTOR or by the Construction Inspector, for transfer to record drawings.
15 5. If construction plans have been prepared with a CAD system, record drawings in
16 the form of.dxf or .dwg files shall be furnished and delivered to Department of Public Works
17 and Planning in addition to reproducibles. Such .dxf or .dwg files shall be furnished on compact
18 disk(CD-ROM).
19 6. Participate fully, aligned with and not adverse to the interests of the COUNTY,
20 upon request, in the early settlement discussions of construction claims resolution issues. In the
21 event such participation is requested of CONSULTANT, CONSULTANT shall be paid for such
22 services as provided under the provisions of Article V of this Agreement for the time spent in
23 such participation. All provisions of subparagraph III.E.2.d (3). of this Agreement shall apply
24 to CONSULTANT's participation in any early settlement discussions required by this Section
25 III.F. CONSULTANT'S participation in this process does not preclude the COUNTY's right to
26 make an error and omissions claim against the CONSULTANT.
27 7. No final payment to the CONSULTANT will be issued until the services of this
28 phase have been performed and errors and omissions attributed to the CONSULTANT have
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CIVIL CONSULTANT SERVICES AGREEMENT
1 been resolved.
2 H. Phase 8, Construction Inspection Services:
3 COUNTY may not have sufficient staff available at the time of construction to
4 provide onsite construction inspection or construction testing required to ensure the
5 CONTRACTOR's compliance with construction plans and specifications. At the sole option of
6 COUNTY, and upon written authorization and direction as to scope of services,
7 CONSULTANT may be required to perform construction inspection and construction testing
8 services for the Capital Projects. It is understood that COUNTY may delete any or all of
9 construction inspection and construction testing from CONSULTANT's services at any time
10 prior to award of the construction contract and perform the construction inspection and testing
11 with its own forces.
12 The CONSULTANT shall:
13 1. Provide an Inspector Of Record (IOR) who will provide full time or part time
14 inspection of the projects, as agreed in writing by the CONSULTANT and the COUNTY. The
15 IOR shall be completely familiar with the project plans and specifications and knowledgeable
16 and experienced in the type of construction involved.
17 2. Provide all quality control testing required during construction. The testing shall
18 be performed by a qualified, certified testing laboratory.
19 3. Based upon his/her observations of the progress of construction and the
20 CONTRACTOR's application for payment, and the IOR's recommendation, determine on a
21 monthly basis, the amount owing to the CONTRACTOR under the contract documents and
22 shall recommend, through appropriate certificates,payments on such amounts. Such certificates
23 shall constitute a representation to the COUNTY that the work has progressed to the point
24 indicated and that to the best of the CONSULTANT's knowledge information and belief, the
25 quality of the work is in accordance with the contract documents.
26 IV. COUNTY'S OBLIGATIONS:
27 The COUNTY will, for each project:
28 A. Compensate the CONSULTANT as provided in this Agreement.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 B. Provide a "COUNTY Representative" who will represent the COUNTY and who
2 will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT'S
3 performance of its obligations under this Agreement. The COUNTY Representative will be the
4 Capital Projects Division Manager or his/her designated representative through award of the
5 construction contract and the COUNTY Construction Engineer after award of the construction
6 contract to completion of the project by the CONTRACTOR. The CONSULTANT shall
7 communicate and coordinate with the COUNTY Representative who will provide the following
8 services as appropriate for each project:
9 1. Provide basic design layouts and drawing layouts as may be required for each
10 project unless otherwise agreed by the COUNTY and the CONSULTANT.
11 2. Prepare the title sheet for each project's plans unless otherwise agreed by the
12 COUNTY and the CONSULTANT.
13 3. Loan or provide copies of any available building plans to the CONSULTANT.
14 4. Examine documents submitted to the COUNTY by the CONSULTANT and
15 timely render decisions pertaining thereto.
16 5. Provide communication between the CONSULTANT and COUNTY officials
17 and commissions (including user Department).
18 C. Give reasonably prompt consideration to all matters submitted by the
19 CONSULTANT for approval to the end that there will be no substantial delays in the
20 CONSULTANT's program of work. Any approval, authorization or request to the
21 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of
22 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the
23 COUNTY Representative or his/her designee.
24 V. COMPENSATION:
25 A. Total Fee:
26 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the
27 services required under this Agreement shall not exceed a total amount of five hundred
28 thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at
Page 16 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not
2 to exceed agreed maximums for each phase of each project.
3 2. The rates listed herein are to remain in effect for the duration of this Agreement.
4 Rates may be renegotiated annually after the first anniversary from the date of execution of this
5 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments
6 may not exceed the Engineering News Record's Construction Cost Index or the California
7 Consumer Price Index as published by the California Department of Industrial Relations for the
8 year, whichever is lower.
9 B. Basic Fee:
10 1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over
11 the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to
12 in writing between CONSULTANT and Capital Projects Division Manager or his/her
13 designated representative.
14 2. All expenses incidental to CONSULTANT's performance of services under
15 Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include,
16 but may not be limited to, transportation and travel, postage and courier services, photo and
17 duplicating services, telephone and facsimile charges, computer storage media, drawing and
18 plotting media, printing of"check print" plans and plan sets and documents specifically required
19 by the provisions of Article III of this Agreement.
20 3. CONSULTANT shall not add markup percentages or costs to subconsultant's
21 costs or incidental costs unless expressly authorized in writing by the COUNTY.
22 a. If the CONSULTANT becomes aware of potential unforeseen expenses that
23 would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the
24 COUNTY in writing of the extent and nature of such expenses or services. Upon mutual
25 agreement of the CONSULTANT and the COUNTY Representative, the scope of work and
26 agreed fee for a project may be amended in writing to cover such unforeseen expense or cost.
27 C. Payments:
28 1. Progress payments will be made by the COUNTY upon receipt of the
Page 17 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 CONSULTANT's monthly invoices and approval by COUNTY thereof based on the
2 COUNTY's evaluation of the completion of the respective components of the project(s).
3 Invoices shall clearly identify the specific project, the phase of the project, the percent of the
4 work completed, agreed maximum fee, and description of the work performed, and shall be
5 submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall
6 submit separate invoices for each phase of each project for work being performed under this
7 contract. Invoices shall be forwarded to:
8 Stuart G. Seiden, Division Manager
9 Capital Projects Division
10 Fresno County Public Works &Planning Department
11 2220 Tulare Street, Suite 610
12 Fresno, CA 93721-2104
13 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works &
14 Planning will take a maximum of five (5) working days to review, approve, and submit it to the
15 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
16 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention,
17 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor-
18 Controller/Treasurer-Tax Collector receives the approved invoice.
19 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
20 earned compensation in accordance with the provisions of Article VII of this Agreement.
21 4. An unresolved dispute over a possible negligent error or omission may cause
22 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
23 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY
24 request,pre-approved documentation, that complete payment, less a five percent(5%) retention,
25 has been made by CONSULTANT to all subconsultants as provided herein for all previous
26 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
27 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary
28 rights, and expressly disclaim any such status or rights.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
2 later than thirty (30) days after a specific project is completed. Payment for retentions for each
3 project shall not be made until all services are completed for that project in accordance with the
4 provisions of Article III.
5 7. In the event the COUNTY reduces the scope of a specific project, the
6 CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for
7 that authorized phase, for actual work completed and accepted by the COUNTY in accordance
8 with the terms of this Agreement.
9 VI. COMPENSATION RECORDS:
10 The CONSULTANT shall keep complete records for the period of time referenced in
11 Article VIII.0 showing the hours and description of activities performed by each person who
12 works on the project and all associated costs or charges applicable to work covered by the Basic
13 Fee. The CONSULTANT will be responsible for all subconsultants keeping similar records.
14 VII. RETENTION FROM EARNED COMPENSATION:
15 The COUNTY is entitled to and may withhold a five percent (5%) retention from the
16 earned compensation of the CONSULTANT separately for each project. Such retention from
17 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant
18 services of a project to be provided under this Agreement, including those phases completed.
19 VIII. AUDITS, ACCOUNTING AND INSPECTIONS ACCESS:
20 A. The CONSULTANT shall establish accounting and bookkeeping practices
21 including, but not limited to, employee time cards, payrolls, and other records of transactions
22 including those to be paid from State Grant and Federal Grant funds in accordance with the
23 performance of this Agreement.
24 B. The CONSULTANT shall at any time during regular business hours, and as often as
25 the COUNTY may deem necessary, make available for examination by the Comptroller General
26 of the United States, HUD, State of California or the COUNTY Auditor-Controller/ Treasurer-
27 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data
28 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
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CIVIL CONSULTANT SERVICES AGREEMENT
1 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of
2 personnel, conditions of employment, and other data relating to matters covered by this
3 Agreement.
4 C. The CONSULTANT shall be subject to the examination and audit of the Auditor
5 General for a period of three (3) years after final payment under this Agreement (Government
6 Code Section 8546.7).
7 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
8 A. Definitions:
9 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
10 professional services, acting as a business entity (owner, partnership, corporation,joint venture
11 or other business association) in accordance with the terms of an Agreement with the
12 COUNTY.
13 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
14 right, adjustment or interpretation of contract terms, payment of money, extension of time,
15 change orders, or other relief with respect to the terms of the contract. The term "Claim" also
16 includes other disputes and matters in question between the COUNTY and CONSULTANT
17 arising out of or relating to the contract. Claims must be made by written notice. The
18 provisions of Government Code Section 901, et seq., shall apply to every claim made to
19 COUNTY. The responsibility to substantiate claims shall rest with the parry making the claim.
20 The term "Claim" also includes any allegation of a negligent error or omission by the
21 CONSULTANT.
22 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
23 following procedures are established in the event of any claim or dispute by COUNTY or
24 CONSULTANT alleging a negligent error, act, or omission.
25 1. Claims, disputes or other matters in question between the parties, arising out of
26 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the
27 following procedures.
28 2. The Capital Projects Division Manager or his/her designated representative of
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CIVIL CONSULTANT SERVICES AGREEMENT
1 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute,
2 including what damages have occurred, the measure of damages and what proportion of
3 damages, if any, shall be paid by either party. The parties agree to consult and consider the use
4 of mediation or other form of dispute resolution prior to resorting to litigation.
5 3. If the COUNTY and CONSULTANT cannot reach agreement under the
6 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
7 parties, be submitted to a panel of three (3) for a recommended resolution. The
8 CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the third
9 member shall be selected by the other two panel members. The discovery rights provided by
10 California Code of Civil Procedure for civil proceedings shall be available and enforceable to
11 resolve the disputed issues. Either party requesting this dispute resolution process shall, when
12 invoking the rights to this panel, give to the other parry a notice describing the claims, disputes
13 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
14 both parties shall submit all documents such party intends to rely upon to resolve such dispute.
15 If it is determined by the panel that any party has relied on such documentation,but has failed to
16 previously submit such documentation on a timely basis to the other parry, the other party shall
17 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision
18 by the panel is not a condition precedent to arbitration, mediation or litigation.
19 4. Upon receipt of the panel's recommended resolution of the dispute issues, the
20 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement.
21 If the parties still are unable to reach agreement, each parry shall have recourse to all
22 appropriate legal and equitable remedies.
23 C. The procedures to be followed in the resolution of claims and disputes may be
24 modified at any time by mutual agreement of the parties hereto.
25 D. The CONSULTANT shall continue to perform its obligations under this Agreement
26 pending resolution of any dispute, and the COUNTY shall continue to make payments of all
27 undisputed amounts due under this Agreement.
28 E. When a claim by either party has been made alleging the CONSULTANT's
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CIVIL CONSULTANT SERVICES AGREEMENT
1 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
2 designated representative and the CONSULTANT shall meet and confer within twenty-one (21)
3 days after the written notice of the claim has been provided.
4 X. JOINDER OF PARTIES:
5 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of
6 any tier, suppliers and construction lenders shall all be bound by the dispute resolution
7 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT,
8 shall participate in and shall become parties to the dispute resolution process, provided they
9 have signed any document that incorporates or refers to the dispute resolution provisions of this
10 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such
11 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any
12 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this
13 regard. If such a party after due notice fails to appear at and participate in the dispute resolution
14 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
15 make a decision based on evidence introduced by the party or parties who do participate.
16 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
17 A. The CONSULTANT will review and analyze construction contract claims and
18 recommend resolution of them as soon as possible following receipt of demand by COUNTY.
19 B. Within a reasonable time after receipt of a claim, the CONSULTANT shall provide a
20 written analysis of the claim to the COUNTY, signed by the CONSULTANT and any affected
21 subconsultants. The written analysis shall include the CONSULTANT's professional opinion of
22 the responsibility for payment of the claim, with supporting facts and documentation. A copy of
23 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT
24 and any affected subconsultant.
25 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
26 following actions,within ten(10) days of receipt of a claim:
27 1. Request additional supporting data from the claimant, requiring that such data be
28 supplied within ten(10) days of the request;
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CIVIL CONSULTANT SERVICES AGREEMENT
1 2. Submit a schedule to the parties indicating when the CONSULTANT expects to
2 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's
3 original receipt of the claim;
4 3. Recommend rejection of the claim in whole or in part, stating the reasons for
5 such rejection;
6 4. Recommend approval of the claim by the other party, or
7 5. Suggest a compromise.
8 D. In every case, CONSULTANT shall provide its recommended resolution of a claim
9 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains
10 COUNTY's prior written approval.
11 XII. INDEPENDENT CONTRACTOR:
12 A. In performance of the work, duties, and obligations assumed by CONSULTANT
13 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
14 and all of CONSULTANT's officers, agents and employees, will at all times be acting and
15 performing as an independent contractor, and shall act in an independent capacity and not as an
16 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY.
17 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
18 method by which CONSULTANT shall perform its work and function. However, COUNTY
19 shall retain the right to administer this Agreement so as to verify that CONSULTANT is
20 performing its obligations in accordance with the terms and conditions thereof.
21 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
22 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
23 thereof.
24 B. Because of its status as an independent contractor, CONSULTANT shall have
25 absolutely no right to employment rights and benefits available to COUNTY employees.
26 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its
27 employees all legally required employee benefits. In addition, CONSULTANT shall be solely
28 responsible and save COUNTY harmless from all matters relating to payment of
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CIVIL CONSULTANT SERVICES AGREEMENT
1 CONSULTANT's employees, including compliance with Social Security, withholding, and all
2 other regulations governing such matters. It is acknowledged that during the term of this
3 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or
4 to this Agreement.
5 XIII. PARTIES BOUND BY AGREEMENT:
6 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their
7 respective successors in interest, legal representatives, executors, administrators, and assigns
8 with respect to all covenants as set forth herein.
9 XIV. REQUIRED APPROVALS:
10 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer
11 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior
12 express, written consent of the COUNTY. Such consent and approval may be given only by the
13 COUNTY Board of Supervisors.
14 XV. COMPLIANCE WITH LAWS:
15 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
16 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's
17 performance of the professional services to be provided hereunder.
18 B. CONSULTANT shall submit a current version of its Illness and Injury
19 Prevention Plan (IIPP), applicable safety programs and contact information for the
20 CONSULTANT's responsible person for these programs to the COUNTY Representative at the
21 time this Agreement is signed by the CONSULTANT. Throughout the term of this Agreement,
22 Consultant shall provide updates to the safety plans and programs to the COUNTY
23 Representative as they are implemented.
24 XVI. GOVERNING LAW:
25 A. Any controversy or claim arising out of or relating to this Agreement which cannot
26 be amicably settled without court action shall be litigated either in a State court for Fresno
27 County, California, or in the U.S. District Court for the Eastern District of California, located in
28 Fresno County.
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CIVIL CONSULTANT SERVICES AGREEMENT
1 B. The rights and obligations of the parties and all interpretations and performance of
2 this Agreement shall be governed in all respects by the laws of the State of California.
3 XVII. AMENDMENTS:
4 Any changes to this Agreement requested either by the COUNTY or CONSULTANT
5 may only be effected if mutually agreed upon in writing by duly authorized representatives of
6 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a
7 party hereto be waived, except by such in writing.
8 XVIII.CONSULTANT'S LEGAL AUTHORITY:
9 A. Each individual executing this Agreement on behalf of CONSULTANT hereby
10 covenants, warrants, and represents:
11 1. That he or she is duly authorized to execute and deliver this Agreement on behalf
12 of such corporation in accordance with a duly adopted resolution of the corporation's board of
13 directors and in accordance with such corporation's articles of incorporation or charter and
14 bylaws;
15 2. That this Agreement is binding upon such corporation; and
16 3. That CONSULTANT is a duly organized and legally existing corporation in
17 good standing in the State of California.
18 XIX. HOLD HARMLESS:
19 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
20 agents, and employees, against the payment of any and all costs and expenses (including
21 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily
22 and personal injury to or death of any person or for loss of any property resulting from or
23 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its
24 officers, agents, and employees, in performing or failing to perform any work, services, or
25 functions under this Agreement.
26 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in
27 the defense of any claim, suit, or other action alleging liability, arising from the performance or
28 failure to perform of any COUNTY construction contractor or subcontractor in connection with
Page 25 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 any project for which CONSULTANT has been retained under Article III above. Such
2 cooperation may include an agreement to prepare and present a cooperative defense after
3 consultation with CONSULTANT's professional liability insurance carrier.
4 XX. LIABILITY INSURANCE:
5 A. Prior to commencing the duties under the Agreement with the COUNTY, the
6 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
7 for the following insurance policies which shall be kept in force during the term of the
8 Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as
9 may be specified herein with respect to a particular type of policy.
10 1. Commercial General Liability Insurance or Comprehensive General Liability
11 Insurance, naming the COUNTY as an additional insured, with limits of not less than one
12 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two
13 million dollars ($2,000,000).
14 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
15 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
16 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars
17 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars
18 ($500,000).
19 3. Worker's Compensation insurance policy as required by the California Labor
20 Code.
21 4. Professional Liability Insurance:
22 a. Professional Liability Insurance with limits of not less than one million
23 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and
24 with a deductible not to exceed fifty thousand dollars ($50,000).
25 b. CONSULTANT and subconsultants shall make full disclosure, in writing to
26 the COUNTY, of all pending and open claims and disputes during the course of this Agreement
27 that affect the specified aggregate limits of the Professional Liability Insurance policy.
28 c. Professional Liability Insurance shall be kept in force for a minimum of two
Page 26 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 (2) years past the date of final payment to CONSULTANT, and including the full and final
2 resolution of all claims, disputes, and matters in question regarding the project.
3 d. In the event that CONSULTANT voluntarily changes, or involuntarily
4 changes due to circumstances beyond its control, its Professional Liability Insurance policy
5 carrier during the period such coverage is required to be in force (as specified in the
6 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new
7 policy shall include prior acts coverage retroactive, at least, to the date of execution of this
8 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
9 coverage from the former policy carrier, negotiate a retroactive reporting date with the new
10 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
11 shall in any event maintain Professional Liability Insurance in a manner that provides
12 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
13 of two (2)years past the issuance of final payment to the CONSULTANT.
14 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice
15 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies.
16 C. The COUNTY, its officers, agents and employees, individually and collectively,
17 shall be named as an additional insured under the policy for Commercial General Liability
18 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations
19 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall
20 apply as primary insurance and any other insurance, or self-insurance, maintained by the
21 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with
22 insurance provided under the CONSULTANT's policies herein.
23 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as
24 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
25 terminate this Agreement upon the occurrence of such event.
26 E. All policies shall be issued by admitted insurers licensed to do business in the State
27 of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better.
28 W
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CIVIL CONSULTANT SERVICES AGREEMENT
1 XXI. OWNERSHIP OF DOCUMENTS:
2 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
3 rights of the drawings and the work-product of CONSULTANT for each project, to the fullest
4 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
5 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that
6 term is defined in copyright law, by COUNTY; that the drawings and work-product to be
7 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the
8 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole
9 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible
10 rights of any kind or nature in connection therewith; that all the contractual or intangible rights
11 of any kind or nature, title, and interest in and to the drawings and work-product will be
12 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
13 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
14 intangible rights relating to said drawings and work-product; that COUNTY shall be and
15 become the owner of such drawings and work product, free and clear of any claim by
16 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
17 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
18 product shall apply regardless of whether such drawings or work product, or any copies thereof,
19 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For
20 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports
21 and study findings commissioned to develop the design of each project, drawings and schematic
22 or preliminary design documents of each project, certified reproducibles of the original final
23 construction contract drawings of each project, specifications of each project, the approved
24 opinion of probable construction cost of each project, record drawings of each project, as-built
25 plans of each project, and discoveries, developments, designs, improvements, inventions,
26 formulas, processes, techniques, or specific know-how and data generated or conceived or
27 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that
28 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
Page 28 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs
2 previously developed or used by the CONSULTANT, or developed by the CONSULTANT
3 without COUNTY compensation, shall remain the property of the CONSULTANT and use is
4 granted to COUNTY only for the specific project undertaken under this Agreement.
5 B. If a project is terminated prior to completion of the construction document phase of
6 any project under Article III, a reproducible copy and electronic files of documents as
7 completed at the time of termination of the project shall be submitted by CONSULTANT to the
8 COUNTY, which may use them to complete each project in future phases.
9 C. If the project is terminated at the completion of the construction document phase of
10 any project, a reproducible copy and electronic files of final construction contract drawings
11 (both Awg and .plt files), specifications, and approved opinion of probable construction cost
12 shall be submitted by CONSULTANT to COUNTY.
13 D. Documents, including drawings and specifications, prepared by CONSULTANT for
14 any project pursuant to this Agreement are not intended or represented to be suitable for reuse
15 by COUNTY or others on extensions of the services provided for that project or any other
16 project. Any use of completed documents for other projects and/or any use of uncompleted
17 documents will be at COUNTY's sole risk and without liability or legal exposure to
18 CONSULTANT.
19 E. COUNTY has requested that certain machine readable information and CAD data on
20 construction documents be provided by CONSULTANT for each project under this Agreement.
21 Such machine readable information and CAD data are more specifically described in Article III.
22 CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected
23 with:
24 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
25 such machine readable information and CAD data; or
26 2. Decline of accuracy or readability of machine readable information and CAD
27 data due to inappropriate storage conditions or duration; or
28 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine
Page 29 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 readable information and CAD data for additions to any such project or for the completion of
2 any such project by others, or for other projects.
3 XXII. TIME OF COMPLETION:
4 A. Upon request of the Capital Projects Division Manager or his/her designated
5 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
6 his/her designated representative's approval, schedules for the performance of the
7 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
8 and shall include allowances for periods of time required for the COUNTY's review and
9 approval of submissions by authorities having jurisdiction over the projects. Time limits
10 established by these schedules approved by Capital Projects Division Manager or his/her
11 designated representative shall not, except as provided in this Agreement, be exceeded by the
12 CONSULTANT.
13 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
14 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline
15 listed in the above-referenced schedules once such failure continues more than seven (7)
16 calendar days past the specified completion date (unless the delay is attributable to the
17 COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option
18 of the COUNTY, in accordance with Section XXIV.C.
19 XXIIL TERM:
20 The term of this Agreement shall be for a period of three (3) years, commencing on the
21 effective date as first set forth hereinabove. This Agreement may be extended for a maximum
22 of two (2) additional consecutive one-year periods upon approval of both parties no later than
23 thirty (30) days prior to the first day of the next twelve (12) month extension period. The
24 Director of the Department of Public Works and Planning or his/her designee is authorized to
25 execute such written approval on behalf of COUNTY based on CONTRACTOR's satisfactory
26 performance.
27
28
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CIVIL CONSULTANT SERVICES AGREEMENT
1 XXIV.TERMINATION OF AGREEMENT:
2 A. This Agreement may be terminated without cause at any time by the COUNTY upon
3 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the
4 CONSULTANT shall be compensated for services satisfactorily completed to the date of
5 termination based upon the compensation rates and subject to the maximum amounts payable
6 agreed to in Article V, together with such additional services satisfactorily performed after
7 termination which are expressly authorized by the COUNTY Representative in order to
8 conclude the work performed to date of termination.
9 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
10 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY, the
11 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
12 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
13 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with
14 the previous CONSULTANT's design.
15 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
16 part,where in the determination of the COUNTY there is:
17 1. An illegal or improper use of funds;
18 2. A failure to comply with any term of this Agreement;
19 3. A substantially incorrect or incomplete report submitted to the COUNTY;
20 4. Improperly performed service.
21 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
22 of any breach of this Agreement or any default which may then exist on the part of the
23 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the
24 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
25 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
26 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
27 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and
28 Disputes"), were not expended in accordance with the terms of this Agreement. The
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CIVIL CONSULTANT SERVICES AGREEMENT
1 CONSULTANT shall promptly refund any such funds upon demand.
2 E. The terms of this Agreement, and the services to be provided thereunder, are
3 contingent on the approval of funds by the appropriating government agency. Should sufficient
4 funds not be allocated, the services provided may be modified, or this Agreement terminated at
5 any time by giving the CONSULTANT thirty(30) days advance written notice.
6 XXV. CONFLICT OF INTEREST:
7 The CONSULTANT shall comply with the provisions of the Fresno County Department
8 of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
9 Such compliance shall include the filing of annual statements pursuant to the regulations of the
10 State Fair Political Practices Commission.
11 XXVI.DISCLOSURE OF SELF-DEALING TRANSACTIONS:
12 A. This provision is only applicable if the CONSULTANT is operating as a corporation
13 (a for-profit or non-profit corporation) or if during the term of this Agreement, the
14 CONSULTANT changes its status to operate as a corporation.
15 B. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing
16 transactions that they are a party to while the CONSULTANT is providing goods or performing
17 services under this Agreement. A self-dealing transaction shall mean a transaction to which the
18 CONSULTANT is a party and in which one or more of its directors has a material financial
19 interest. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing
20 transactions that they are a party to by completing and signing a Self-Dealing Transaction
21 Disclosure Form (attached as Exhibit C and incorporated herein by this reference); and
22 submitting it to the COUNTY prior to commencing with the self-dealing transaction or
23 immediately thereafter.
24 XXVII. ENTIRE AGREEMENT:
25 This Agreement constitutes the entire agreement between the COUNTY and the
26 CONSULTANT with respect to the subject matter hereof and supersedes all previous
27 negotiations, proposals, commitments, writings, advertisements, publications, and
28 understandings of any nature whatsoever unless expressly included in this Agreement.
Page 32 of 34 Pages
CIVIL CONSULTANT SERVICES AGREEMENT
1 XXVIII.SEVERABILITY:
2 Should any provision herein be found or deemed to be invalid, this Agreement shall be
3 construed as not containing such provision, and all other provisions which are otherwise lawful
4 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
5 declared to be severable.
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Page 33 of 34 Pages
CIVIL 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 CONSULT COUNTY OF FRESNO
5 BY: f -�'/ BY:
� I
6 ,rIEL, ZOLDAK,P.E. ERNEST BUDDY MEND ES, CHAIRMAN
TITLE: VICE PRESIDENT BOARD OF SUPERVISORS
7 LARS ANDERSEN&ASSOCIATES, INC.
4694 W. JACQUELYN AVENUE
8 FRESNO, CA 93722
9
REVIEWED AND RECOMMENDED APPROVED AS TO LEGAL FORM:
10 FOR APPROVAL DANIEL C. CEDERBORG, COUNTY
11 COUNSEL
12 I I
13 BY: BY.
BE ARD Nrmm DEPUTY: _
14 DIRECTOR -- _
DEPARTMENT OF P BLIC WORKS
15 AND PLANNING
16
17 APPROVED AS TO ACCOUNTING FORM
VICKI CROW, C.P.A.
18 AUDITOR-CONTROLLER/
19
TREASURER-TAX COLLECTOR
,
20 BY:
DEPUTY
21
ATTEST:
22 FUND: 0001 BERNICE E.SEIDEL,Clerk
ORG: 43601150 Board of Supervisors
23 ACCT: 7295 By �, ��
24 Deputy p
25
26
27
28
Page 34 of 34 Pages
Lars Andersen & Associates, Inc. EXHIBIT A
2016 Fees for Fresno County Professional Services
Professional Services Hourly Rate
Expert Witness $375.00
Principal Engineer $165.00
Principal Engineer(Vice President) $125.00
Certified Access Specialist(CASp) $125.00
Chief Surveyor $107.00
Project Manager $107.00
Project Engineer $ 93.00
Graphic Engineer $ 80.00
Design Engineer $ 77.00
Design Technician $ 67.00
Assistant Technician $ 57.00
Project Coordinator $ 77.00
Survey Manager $ 87.00
Survey Technician $ 65.00
Survey Crew(1 man GPS) (NON-PREVAILING) $145.00
Survey Crew(1 man GPS) (PREVAILING) $185.00
Survey Crew(2 man GPS) (NON-PREVAILING) $175.00
Survey Crew(2 man GPS) (PREVAILING) $255.00
Survey Crew(3 man GPS) (NON-PREVAILING) $190.00
Survey Crew(3 man GPS) (PREVAILING) $310.00
Engineer Assistant $ 67.00
Clerical $ 47.50
Construction Stakes are based on Market Value(plus 10%)
Printing
Mylars-Large 36 x 42 $15.00/Sheet
Mylars-All other sizes $10.00/Sheet
Large Bond-Black/White $ 8.50/Sheet
Small Bond-Black/White $ 5.50/Sheet
Small/Large Bond-Color $12.00/Sheet
Photocopies(8 'h xl 1) -Black&White $ 0.15/Sheet
Photocopies (8 %2 xl 1) -Color $ 0.50/Sheet
Facsimile $ 0.50/Sheet
Mileage
Mileage $ 0.55/Mile
Office Hours
Monday through Friday- 8:00 a.m. to 5:00 p.m.
l EXHIBIT B
File $L5123
February 23, 1999
Resolution #99-086
1 BEFORE THE BOARD OF SUPERVISORS
2 OF THE COUNTY OF FRESN0
3 STATE OF CAt.IFORri1A
r ;..
4 In the matter of
a Adoption of Standard Conflict of interest
Resolution 499-0e5
CodefarAll County Departments,
6 ,
7
8 Whereas. the Political Reform Act, Government Code section 81000 et seq..
S requires state and local government agencies to'adopt and promulgate conftid of interest
10 codes;and
11 Whereas.the Fair Political Practloes Commission has,adopted a regulatIon,2
12 Califomis Code of Regulations section 18730, which contains the terms of a standard
,13 conflict of Interest code, and which may be amended by the Fair Political Practices
14 Commission after public notices and hearings to coriforrn to amendments to the Pofflical
18 Reform Act and
1 S Whereas,any local agency may Incorporate this standard conflict of interest code,
and thereafter need not amend the text of Its code to condoms to future amendments to the
17
Polltical Reform Act or its regulations;and
18
Whereas, the Board of Supervisors Is the code reviewing body for all County
19 departments except courts;and
20 Whereas,the Board of Supswisors may adopt the standard confilct of interest
21 code on behalf of all County departments.
22 Now therefore be it resolved,thattheterms of 2 California Code of Regulations
23 section 18730, and any amendments to It duly adopted by the Fair Political Practices
24 Commission,are hereby Incorporated by reference and, along with the Exhibits A and B
25 approved previously,today,or In the future,by this Board for each County department,In
26 which offiicers and employees are deegnatad and disclosure categories are set forth,
27
28
1
EXHIBtT B
constitute the conflict of interest codes of each County department except courts.
2 Conflict of interestforms shall be fiied as follows:
3 1. As required by Government Code Section 87500, subdivision (e), the
4 County Administrative Officer, District Attomey, County Counsel, and Audftor
5 ControfledTreasurer-Tax Collector shall file one original oftheir statements with the County
6 Clerk, who shall make and retain copies and forward the originals to the Fair Political
7 Practices Commission.which shall be the filing officer. The County Administrative Officer,
6 District Attorney,County Counsel,and Auditor-ControlleriTreasurer--Tax Collector shall also
9 file one copy of their statements with the Clark to the Board of Supervisors.
10 2. As required by Government Code section 875DD,subdivision 0).all other
11 department heads shall No one original ofthefrstatameids withthelydepartments. Thefing
12 officer of each department shall make and retain a copy of the department head's statement
.13 and shall forward the original to the Clerk to the Board of Supervisors.
14 3. All other designated employees shall file one original of their statements with
15 their departments.
16 All statements shall be public records and shall be made available for public
inspecfion and neproducfton. (Gov.Code,§81008.)
17
18 Adopted at a regular meeting of the Board of Supervisors,held on the 23rd day
of February .19 99,by the following vote,to wit;
i9
20 Ayes: supervisors Koligian, Case, Arambula, oken, Zevp
21 Noes; None
22 Absent: None
23
4cx-'O"4)�)
24 c , BOM Nrt as
.AT�E9Ts
SHM G8M3i70m, C'LM
25 BnAR11 of saPsMsoas
26 r
27 sy V' f
P
28 pile #15123 Agenda #28 Rasolution #99-086
2
-,EXHIBIT B
EXHIBIT"A"
PUBLIC WORKS AND PLANNING
Classification Category
Accountant I/If 2
Architect 1
Assistant Real Property Agent 1
Associate Real Property Agent 1
Building Inspector I/it 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/11/111 1
Field Survey Supervisor 3
Housing Rehabilitation Specialist I 111 1
Information Technology Analyst 1/II/III/IV 2
Planner I/If/III 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 1
Senior Engineer 1
Senior Engineering Technician 2
Senior Geologist 1
Senior Information Technology Analyst 2
Senior Planner 1
(-EXHIBIT B
Classification Category
Senior Staff Analyst 1
Senior Systems and Procedures Analyst 2
Staff Analyst 1/11/111 1
Supervising Accountant 2. 3
Supervising Building Inspector 1
Supervising Engineer 1
Supervising Water/Wastewater Specialist 2, 3
Systems and Procedures Analyst I/11/Ill 2
Systems and Procedures Manager 2
Traffic Maintenance Supervisor 2
* Consultants shall 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.
E5XHI$IT B
EXHIBIT"8"
PUBUC WORKS ANP PLANNING
1. Persons In this category must disclose all Investments, interests In real property and
Income,and business positions. Financial Interests are reportable dnty If located within
or subject to the jurisdiction of Fresno-Countyi or-If the business entity,is-doing
business or planning to do business in the jurisdlcllon,or has done business within the
ji.irisdictidn at any nine during the two year's prlo'r'td*1he flllag of the sWemsnL Real
property shall be deemed to be within the Jurisdiction" of the County if it Is looted
within or not more than two miles outside the boundaries of the County(including Its
incorporated cities, or within two miles 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,within Me lest two years,has contracted Orin
the future may forsesably contract with Fresno County through its Public Works and
Planning Department,.Solld Waste Commissions within the jurisdiction,or to anyother
joint powers agency Mitch Fresno County is a member to provide services, supplies,
materials,machinery, or equipment to the County.
S. Persons In the category shall disclose all Inter eMs in real property within the
jurisdiction. Real Property shall be deemed to be within the jurisdiction Ifthe property
or any part of It Is located within or not more then two miles outside the boundaries of
Fresno County(including Its Incorporated cities)or within two mile of any land owned
or operated by the County.
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 are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
Page 2of2