HomeMy WebLinkAboutAgreement A-16-569 with Hazard Management Services Inc..pdf Agreement No. 16-569
16-1160
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 THIS AGREEMENT is made and entered into this day of,2016,
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and Hazard Management Services,Inc.,a California corporation, located
4 at 371 E. Bullard Avenue, Suite 109, Fresno, CA 93710 (hereinafter called "CONSULTANT").
5 WITNESSETH :
s
6 WHEREAS, the COUNTY desires to retain a CONSULTANT for Industrial Hygienist
7 Services to assist the COUNTY Capital Projects Division Manager or his/her designated Project
8 Manager in completing various projects and advanced planning for future projects in the
9 COUNTY's 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 Industrial Hygienist 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 Industrial Hygienist Services of the CONSULTANT may
17 be 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 Industrial Hygienist Services for all projects, and
21 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform
22 Industrial Hygienist 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 Industrial Hygienist services as described in Article 11 and enumerated in
27 Article III herein.
28 B. The CONSULTANT's services shall be performed as expeditiously as is
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INDUSTRIAL HYGIENIST 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: Fred Tarazon Position Project Manager
25 Telephone: (559)436-0277 Cell: (559) 765-1575
26 E-Mail: ftarazon&hazmana eg 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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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
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, Preliminary 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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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 all of the exact wall locations and functions indicated on those plans.)
2 3. In a project review meeting with the COUNTY Representative demonstrate with
3 test data and reports, or otherwise orally describe, the extent of impact of Regulated Asbestos-
4 Containing Material (RACM), Lead-Based Paint (LBP), or Other Hazardous Material (OHM)
5 on the project, quantity of RACM, LBP, or OHM to be removed, encapsulated or otherwise
6 abated, and other elements of each project not illustrated in the preliminary design drawings, but
7 required for a complete and functional project. Monitor and keep COUNTY Representative
8 informed regarding the impact of design issues on the project budget. Upon the written request
9 of the COUNTY, CONSULTANT shall incorporate into each project design such reasonable
10 design and operational changes as the COUNTY deems appropriate as a result of the
11 COUNTY's review processes and impact on each project budget or opinion of probable
12 construction cost. If CONSULTANT disagrees with the COUNTY's request, such
13 disagreement must be registered in writing, and the COUNTY will attempt to reconcile such
14 disagreement. If it is impossible to make reconciliation, the written disagreement will become
15 part of each project's record. However, CONSULTANT shall then comply with the COUNTY
16 request.
17 4. The Consultant shall conform with accessibility requirements under the
18 California Building Code and the Americans with Disabilities Act (ADA). Specific tasks may
19 include evaluation of existing facilities; preparation of ADA transition plans; design for the
20 remodel of and/or addition to existing facilities; or the design of new facilities.
21 5. Sample CONSULTANT-suspected RACM, LBP, or OHM which may exist in
22 materials, including but not limited to, mechanical systems, roofing, ceilings, floor finishes,
23 wall finishes, mastics, and thermal or acoustic insulation of buildings, and arrange for
24 laboratory testing and analysis of said materials. CONSULTANT's sampling procedures and
25 laboratory's testing procedures shall comply with all applicable Federal, State, and local
26 regulations and laws and written and unwritten standard industry practices followed by the
27 RACM, LBP, or OHM abatement industry.
28 6. Prepare a detailed (preliminary) opinion of probable RACM, LBP, or OHM
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 abatement cost which shall identify the components and requirements of the RACM, LBP, or
2 OHM abatement portion of the project.
3 Prepare and submit an opinion of probable construction cost identifying significant area and
4 system components of the project. The opinion of probable construction cost shall be submitted
5 in the "Construction Specifications Institute/Uniform Construction Index" (CSI/UCI) format
6 and shall identify design contingency and escalation amounts to the mid-point of the proposed
7 construction period.
8 7. Monitor and keep COUNTY informed regarding the impact of design issues on
9 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
10 the design such reasonable changes as the COUNTY deems appropriate, as a result of the
11 COUNTY's review process and impact on the budget or opinion of probable construction cost.
12 If CONSULTANT disagrees with the COUNTY's request, such disagreement must be
13 registered in writing and the COUNTY will attempt to reconcile such disagreement. If it is
14 impossible to make a reconciliation, the written disagreement will become a part of the project's
15 record. However, CONSULTANT shall then comply with the COUNTY's request.
16 8. The opinion of probable RACM, LBP, or OHM abatement cost shall be
17 projected to the midpoint of the probable construction period and include material and labor unit
18 costs, overhead, profit, insurance, taxes, general requirements, supervision, and difficulty
19 factors, and be submitted in the Construction Specifications Institute MasterFormat.
20 9. The opinion of probable RACM, LBP, or OHM abatement cost shall identify
21 escalation and design contingency amounts, which must be approved by the COUNTY. The
22 CONSULTANT shall recommend alternate project scheduling that may reduce the cost of the
23 work.
24 B. Phase 2, Construction Documents:
25 The CONSULTANT shall:
26 1. Prepare construction contract plans and/or specifications for the RACM, LBP, or
27 OHM abatement work which shall include but not be limited to personnel monitoring and
28 certifications, action plans, removing and abating RACM, LBP, or OHM, protecting persons
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 and the environment, coordinating with other contractors and complying with applicable
2 Federal, State, and local regulations and laws, and written and unwritten standard industry
3 practices followed by the RACM, LBP, or OHM abatement industries. CONSULTANT's plans
4 and specifications shall be combined with COUNTY's architectural plans and specifications in
5 one (1) construction contract bid package.
6 2. Prepare the final working drawings from the design development drawings
7 (preliminary design), as modified by the COUNTY, on 24" by 36" sheets or larger and technical
8 specifications on 8-1/2" by I I" pages setting forth in detail the work to be done, the materials,
9 workmanship, finishes, and equipment required for the architectural, structural, mechanical,
10 electrical, communications, and any required equipment required for the RACM, LBP, or OHM
11 abatement component of construction necessary to provide the COUNTY a complete and
12 functional project for its intended purpose within the requirements of this Agreement.
13 3. Monitor and keep COUNTY informed regarding the impact of design issues on
14 the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
15 the design such reasonable changes, as the COUNTY deems appropriate as a result of the
16 COUNTY's review processes and impact on the project budget or opinion of probable RACM,
17 LBP, or OHM abatement cost.
18 4. Review, comment, and/or make recommendations on the form and content of the
19 COUNTY's General Conditions, Special Conditions, and Bid Form as they apply towards this
20 project.
21 5. In addition to the technical specifications, prepare special or supplemental
22 conditions for the construction contract documents. The COUNTY will package the
23 CONSULTANT's documents with the COUNTY's approved General Conditions, Notice to
24 Contractors calling for bids, the Bid Form, and related documents to complete the construction
25 contract and bid specifications. Specifications for asbestos abatement, if required for a specific
26 project,will be incorporated by the COUNTY into the bid package.
27 6. Include alternate bid items (preferably additive), not as separate design drawings
28 but incorporated into the original construction drawings, to allow construction element choices
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 or cost options by the COUNTY. The basis of award may be on the base bid only, or base bid
2 plus additive alternatives. Additive bid items may be necessary so that the COUNTY will be
3 able to award a construction contract not exceeding available construction funds.
4 7. Submit to the COUNTY the projected and final construction opinion of probable
5 RACM, LBP, or OHM abatement cost organized in the CSI Masterformat for the base bid work
6 and alternate bid items. The opinion of probable construction cost shall be projected to the
7 midpoint of the scheduled construction period to be scheduled by the COUNTY. Differences
8 between the design development (preliminary) and final opinion of probable RACM, LBP, or
9 OHM abatement cost shall be explained in writing.
10 8. Verify the reasonableness of the estimated construction period for construction
11 contract bidding purposes as provided by the COUNTY and identify long delivery items of
12 materials and equipment which will impact the length of the construction contract.
13 9. Require in CONSULTANT's RACM, LBP, or OHM abatement or construction
14 contract specifications that CONTRACTOR submit for approval to COUNTY and
15 CONSULTANT a plan of action immediately after the bid award for either the RACM, LBP, or
16 OHM abatement contract or project construction contract. Prepare and submit to COUNTY a
17 plan of action required of CONTRACTOR showing surveillance and clearances expected to be
18 performed by CONTRACTOR based on plans and specifications prepared by CONSULTANT.
19 10. Submit the plans, specifications, calculations and opinion of probable RACM,
20 LBP, or OHM abatement cost for reproduction by the COUNTY seven (7) days in advance of
21 the final design presentation.
22 11. If required, submit additional copies of the completed plans, calculations, and
23 specifications to the COUNTY for transmittal to California State Fire Marshal (CSFM), Board
24 of State and Community Corrections (BSCC) and applicable plan check agencies for building,
25 seismic, and health code compliance, accessibility and approval as applicable for each project.
26 12. For projects requiring building permits to be issued by the County of Fresno
27 Development Services Division, submit three (3) sets of the completed plans and calculations
28 for plan check. The CONSULTANT shall be responsible for supplying all supporting
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 documentation required to obtain all permits as directed by Fresno County Development
2 Services. It is the intent that the CONSULTANT shall be responsible to provide and process all
3 drawings and data required to issue permits and approvals by Federal, State, County, City
4 and/or any other Government or Utility Company approvals. Review and/or permit fees shall
5 be reimbursed to the CONSULTANT on a dollar for dollar basis with no mark-up. Fresno
6 County Development Services fees, Division of State Architect fees and Pacific Gas and
7 Electric fees shall be paid for directly by the COUNTY.
8 13. If required by approval agencies, such as the CSFM, for the construction of each
9 project, submit to the COUNTY using the appropriate agency forms, project background
10 information and recommended testing and inspection list for materials to be used for each
11 project, identifying type, quantity, frequency, and schedule.
12 14. Modify plans as required to obtain plan check approval.
13 C. Phase 3,Bidding and Award:
14 The CONSULTANT shall:
15 1. Deliver to the COUNTY, two (2) weeks prior to the bid advertising date (which
16 will be determined by COUNTY), the final completed original drawings and specifications for
17 COUNTY printing and distribution of bid sets to interested contractors. The original drawings
18 and specification index sheet shall be stamped by a seal with CONSULTANT and subconsultant
19 license numbers and/or signed in accordance with the California Business and Professions
20 Code.
21 2. Submit a list of general and specialty contractors who may be interested in
22 bidding on this project.
23 3. Attend the pre-bid conference scheduled by the COUNTY.
24 4. Submit to the COUNTY for review and approval any addenda deemed
25 necessary. Addenda, if any, shall be submitted no later than seven (7) working days prior to the
26 scheduled bid opening.
27 5. Assist the COUNTY in evaluating the base bids and alternate bid items received.
28 6. Delete or otherwise change portions of the proposed construction work at the
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 request of the County if the lowest bid proposal for the construction contract exceeds the
2 COUNTY approved opinion of probable construction cost (which will include the
3 CONSULTANT's design contingency amount approved by the COUNTY) by 10% or more,
4 and if the COUNTY rejects all bids. The CONSULTANT shall revise the plans and
5 specifications to comply with such modifications and shall assist the COUNTY in obtaining
6 new proposals from contractors at no additional cost to the COUNTY. Modifications shall be
7 completed on a time schedule commensurate with the scope of the change and as set forth by
8 the COUNTY.
9 D. Phase 4, Construction Observation and Clearance Sampling:
10 The CONSULTANT shall:
11 1. Attend the preconstruction conference scheduled by the COUNTY.
12 2. Assist COUNTY staff in complying with the regulations and procedures of the
13 San Joaquin Valley Unified Air Pollution Control District (SJVUAPCD) Asbestos Demolition/
14 Renovation Summary- Compliance Assistance Bulletin.
15 3. Assist COUNTY staff in complying with the regulations and procedures of the
16 Department of Industrial Relations, Division of Occupational safety and Health.
17 4. Provide construction observation including but not limited to:
18 a. Making recommendations to the COUNTY on all claims of the COUNTY or
19 construction contractor (hereinafter called "CONTRACTOR") and all other matters relating to
20 the execution and progress of work, including interpretation of the CONSULTANT's contract
21 documents.
22 b. Reviewing and approving the CONTRACTOR's plan of action, employees'
23 health certificates, and other submittals as will be identified under the CONSULTANT's
24 specifications of the asbestos abatement construction contract to confirm the proper asbestos
25 removal procedures, personnel evacuation techniques, required health records, and other
26 procedures required by the CONSULTANT's construction contract specifications are being
27 adhered to by the CONTRACTOR.
28 c. Immediately requesting COUNTY to issue a Stop Work Order on the
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 CONTRACTOR's work if such work deviates from CONTRACTOR's Plan of Action, as
2 approved by CONSULTANT and COUNTY, during the course of the project until such time as
3 the COUNTY issues written approval of said deviation. Work shall resume only after written
4 authorization by the COUNTY Representative at the project site.
5 d. Evaluating the completion of RACM, LBP, or OHM removal and taking initial
6 and final clearance sampling as will be specified under the CONSULTANT's RACM, LBP, or
7 OHM abatement construction contract specifications.
8 e. Receiving, reviewing, and analyzing documented, daily monitoring and certified
9 air sampling test results from CONTRACTOR's asbestos monitors or testing labs, as will be
10 specified under applicable sections of the RACM, LBP, or OHM abatement construction
11 contract specifications prepared by CONSULTANT.
12 f. Performing other related work as will be specified by CONSULTANT for
13 CONSULTANT to perform within the RACM, LBP, or OHM abatement construction contract
14 specifications prepared by CONSULTANT.
15 g. When authorized by COUNTY, performing other related work required by the
16 CONTRACTOR's Plan of Action, as approved by the CONSULTANT and COUNTY. Any
17 request of deviation from the approved Plan of Action must be expressly authorized by
18 COUNTY in writing before said work will be performed by CONSULTANT.
19 h. Performing each of the above tasks in accordance with the CONTRACTOR's
20 schedule for removing and clearing areas of RACM, LBP, or OHM.
21 i. Within two (2) working days of COUNTY's request for information (RFI),
22 responding to the COUNTY Construction Engineer, or to CONTRACTOR through the
23 COUNTY Construction Engineer, with information and/or drawings needed from
24 CONSULTANT in order to clarify the intent of the construction contract plans and
25 specifications of the project. CONSULTANT shall review CONTRACTOR's cost proposals
26 for all change orders associated with any additional work as may be necessary by the RFI
27 clarification.
28 j. Recommending and assisting in the preparation of necessary change orders, with
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 supporting documentation, calculations and opinion of probable construction cost, for review
2 and issuance of change orders by the COUNTY Construction Engineer to obtain appropriate
3 agency acceptance and approval.
4 (1) Drawings and work necessary to delineate the COUNTY's changes to the
5 construction contract or to make modifications as directed by the Board of Supervisors, which
6 shall be made as directed by the Construction Engineer.
7 (2) Notwithstanding the foregoing, where the change order arises as a result of an
8 error or omission of the CONSULTANT, the CONSULTANT shall not be compensated for
9 time spent or cost incurred in efforts connected with the correction thereof. In such event, the
10 costs incurred by COUNTY for rework of installed work shall be assessed upon the
11 CONSULTANT's contract payments.
12 (3) Assist COUNTY, at COUNTY's express, written authorization, with any claim
13 resolution process involving CONTRACTOR and COUNTY as specified hereunder, including
14 serving as a witness in connection with any public hearings or legal proceeding, including
15 dispute resolutions required by law. The parties recognize that this clause is provided as a
16 means of expediting resolution of claims among the CONTRACTOR, COUNTY and
17 CONSULTANT. However, it is understood the CONTRACTOR is not an intended third party
18 beneficiary of this clause. Compensation for these services under this subparagraph
19 III.D.4 j.(3), shall be provided under Article V.0 of this Agreement, subject to the following:
20 (a) COUNTY may believe that CONSULTANT's work under this Agreement is
21 connected with errors, or omissions, or problems related to a claim. As a result and upon notice
22 of same by COUNTY, CONSULTANT's payment request for such services shall be held in
23 suspense by COUNTY until final determination in accordance with Article IX, "Errors or
24 Omission Claims and Disputes" of this Agreement, or by a court of law of the proportion that
25 CONSULTANT's fault bears to the fault of all parties concerned.
26 (b) Such amounts held in suspense, pending the final determination as to the
27 CONSULTANT's proportional fault, shall not be paid to CONSULTANT. However, the
28 appropriate percentage of such amount held in suspense shall be paid to CONSULTANT when,
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
I once a final determination has been made, whether pursuant to Article IX, ("Errors or Omission
2 Claims and Disputes") of this Agreement, or by a court of law, CONSULTANT thereafter
3 submits a proper invoice to the Department of Public Works, which then shall evaluate and
4 approve the invoice in accordance with Article V.0 of this Agreement.
5 5. At intervals appropriate to the stage of construction, or as otherwise deemed
6 necessary by CONSULTANT, visit the site of the project as necessary to become familiar
7 generally with the progress and quality of the work and to determine that the work is proceeding
8 in general accordance with the contract documents. CONSULTANT shall not be required to
9 make exhaustive or continuous on-site inspections but shall give direction to the Construction
10 Inspector as hereinafter more specifically provided.
11 6. CONSULTANT shall not be responsible for the CONTRACTOR's failure to
12 carry out the construction work in accordance with the contract documents, however,
13 CONSULTANT shall immediately advise the COUNTY Representative of any known or
14 observed deviation from the contract documents. CONSULTANT shall not have control over
15 or charge of, and shall not be responsible for construction means, methods, techniques,
16 sequence, or procedure, or for the safety precautions, programs, or equipment in use of
17 connection with the work, since these are solely the CONTRACTOR'S responsibility under the
18 contract for construction.
19 7. Based on CONSULTANT's visits to the site, CONSULTANT shall keep the
20 COUNTY informed through written reports as to the progress of the work, shall advise the
21 COUNTY of defects and deficiencies of the work of contractors, and may recommend that the
22 COUNTY reject work as failing to conform to the contract documents.
23 8. Conduct site visits which shall include, but not be limited to, on-site inspections
24 to determine the dates of substantial completion and final completion and to recommend to the
25 COUNTY its acceptance of the work, for the filing of the notice of completion and issuance of
26 final certificate for payment.
27 9. Conduct a"project shakedown"and staff orientation for the completed project.
28
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 E. Phase 5, Construction Inspection Services
2 COUNTY may not have sufficient staff available at the time of construction to provide onsite
3 construction inspection or construction testing required to ensure the CONTRACTOR's
4 compliance with construction plans and specifications. At the sole option of COUNTY, and
5 upon written authorization and direction as to scope of services, CONSULTANT may be
6 required to perform construction inspection and construction testing services for the Capital
7 Projects. It is understood that COUNTY may delete any or all of construction inspection and
8 construction testing from CONSULTANT's services at any time prior to award of the
9 construction contract and perform the construction inspection and testing with its own forces.
10 The CONSULTANT shall:
11 1. Provide an Inspector Of Record (IOR) who will provide full time or part time
12 inspection of the projects, as agreed in writing by the CONSULTANT and the COUNTY. The
13 IOR shall be completely familiar with the project plans and specifications and knowledgeable
14 and experienced in the type of construction involved.
15 2. Provide all quality control testing required during construction. The testing shall
16 be performed by a qualified, certified testing laboratory.
17 3. Based upon his/her observations of the progress of construction and the
18 CONTRACTOR's application for payment, and the IOR's recommendation, determine on a
19 monthly basis, the amount owing to the CONTRACTOR under the contract documents and
20 shall recommend, through appropriate certificates, payments on such amounts. Such certificates
21 shall constitute a representation to the COUNTY that the work has progressed to the point
22 indicated and that to the best of the CONSULTANT's knowledge information and belief, the
23 quality of the work is in accordance with the contract documents.
24 F. Phase 6, Post-Construction Services:
25 The CONSULTANT shall:
26 1. Review and forward to the COUNTY two (2) copies of Operations and
27 Maintenance Manuals to be furnished by the CONTRACTOR.
28 2. Inform the COUNTY of all written guarantees required of the CONTRACTOR
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 by the CONSULTANT's technical specifications or special conditions.
2 3. Return to COUNTY all plans borrowed from COUNTY by CONSULTANT.
3 4. Require through the construction contract specifications that record drawings be
4 prepared by the CONTRACTOR and submitted to the COUNTY for acceptance by the
5 Construction Inspector and CONSULTANT. However, upon completion of the project,
6 CONSULTANT shall transfer the CONTRACTOR's record drawing changes onto the
7 CONSULTANT's original drawings. The complete record drawing set shall remain at all times
8 the property of the COUNTY. Changes shall be identified by cloud markings and shall identify
9 date of change and its source, such as from addenda, change order, or clarification.
10 CONSULTANT shall have no responsibility for the accuracy of information provided, either by
11 the CONTRACTOR or by the Construction Inspector, for transfer to record drawings.
12 5. If construction plans have been prepared with a CAD system, record drawings in
13 the form of.dxf or .dwg files shall be furnished and delivered to Department of Public Works
14 and Planning in addition to reproducibles. Such .dxf or.dwg files shall be furnished on compact
15 disk(CD-ROM).
16 6. Participate fully, aligned with and not adverse to the interests of the COUNTY,
17 upon request, in the early settlement discussions of construction claims resolution issues. In the
18 event such participation is requested of CONSULTANT, CONSULTANT shall be paid for such
19 services as provided under the provisions of Article V of this Agreement for the time spent in
20 such participation. All provisions of subparagraph III.E.2.d (3). of this Agreement shall apply
21 to CONSULTANT's participation in any early settlement discussions required by this Section
22 III.F. CONSULTANT'S participation in this process does not preclude the COUNTY's right to
23 make an error and omissions claim against the CONSULTANT.
24 7. No final payment to the CONSULTANT will be issued until the services of this
25 phase have been performed and errors and omissions attributed to the CONSULTANT have
26 been resolved.
27
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 IV. COUNTY'S OBLIGATIONS:
2 The COUNTY will, for each project:
3 A. Compensate the CONSULTANT as provided in this Agreement.
4 B. Provide a "COUNTY Representative" who will represent the COUNTY and who
5 will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT'S
6 performance of its obligations under this Agreement. The COUNTY Representative will be the
7 Capital Projects Division Manager or his/her designated representative through award of the
8 construction contract and the COUNTY Construction Engineer after award of the construction
9 contract to completion of the project by the CONTRACTOR. The CONSULTANT shall
10 communicate and coordinate with the COUNTY Representative who will provide the following
11 services as appropriate for each project:
12 1. Provide basic design layouts and drawing layouts as may be required for each
13 project unless otherwise agreed by the COUNTY and the CONSULTANT.
14 2. Prepare the title sheet for each project's plans unless otherwise agreed by the
15 COUNTY and the CONSULTANT.
16 3. Loan or provide copies of any available building plans to the CONSULTANT.
17 4. Examine documents submitted to the COUNTY by the CONSULTANT and
18 timely render decisions pertaining thereto.
19 5. Provide communication between the CONSULTANT and COUNTY officials
20 and commissions (including user Department).
21 C. Give reasonably prompt consideration to all matters submitted by the
22 CONSULTANT for approval to the end that there will be no substantial delays in the
23 CONSULTANT's program of work. Any approval, authorization or request to the
24 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of
25 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the
26 COUNTY Representative or his/her designee.
27
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 V. COMPENSATION:
2 A. Total Fee:
3 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the
4 services required under this Agreement shall not exceed a total amount of five hundred
5 thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at
6 the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not
7 to exceed agreed maximums for each phase of each project.
8 2. The rates listed herein are to remain in effect for the duration of this Agreement.
9 Rates may be renegotiated annually after the first anniversary from the date of execution of this
10 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments
11 may not exceed the Engineering News Record's Construction Cost Index or the California
12 Consumer Price Index as published by the California Department of Industrial Relations for the
13 year,whichever is lower.
14 B. Basic Fee:
15 1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over
16 the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to
17 in writing between CONSULTANT and Capital Projects Division Manager or his/her
18 designated representative.
19 2. All expenses incidental to CONSULTANT's performance of services under
20 Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include,
21 but may not be limited to, transportation and travel, postage and courier services, photo and
22 duplicating services, telephone and facsimile charges, computer storage media, drawing and
23 plotting media, printing of"check print" plans and plan sets and documents specifically required
24 by the provisions of Article III of this Agreement.
25 3. CONSULTANT shall not add markup percentages or costs to subconsultant's
26 costs or incidental costs unless expressly authorized in writing by the COUNTY.
27 a. If the CONSULTANT becomes aware of potential unforeseen expenses that
28 would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the
Page 16 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 COUNTY in writing of the extent and nature of such expenses or services. Upon mutual
2 agreement of the CONSULTANT and the COUNTY Representative, the scope of work and
3 agreed fee for a project may be amended in writing to cover such unforeseen expense or cost.
4 C. Payments:
5 �' 1. Progress payments will be made by the COUNTY upon receipt of the
6 CONSULTANT's monthly invoices and approval by COUNTY thereof based on the
7 COUNTY's evaluation of the completion of the respective components of the project(s).
8 Invoices shall clearly identify the specific project, the phase of the project, the percent of the
9 work completed, agreed maximum fee, and description of the work performed, and shall be
10 submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall
11 submit separate invoices for each phase of each project for work being performed under this
12 contract. Invoices shall be forwarded to:
13 Stuart G. Seiden, Division Manager
14 Capital Projects Division
15 Fresno County Public Works&Planning Department
16 2220 Tulare Street, Suite 610
17 Fresno, CA 93721-2104
18 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works &
19 Planning will take a maximum of five (5) working days to review, approve, and submit it to the
20 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
21 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention,
22 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor-
23 Controller/Treasurer-Tax Collector receives the approved invoice.
24 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
25 earned compensation in accordance with the provisions of Article VII of this Agreement.
26 4. An unresolved dispute over a possible negligent error or omission may cause
27 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
28 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY
Page 17 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 request, pre-approved documentation,that complete payment, less a five percent(5%) retention,
2 has been made by CONSULTANT to all subconsultants as provided herein for all previous
3 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
4 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary
5 rights, and expressly disclaim any such status or rights.
6 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
7 later than thirty (30) days after a specific project is completed. Payment for retentions for each
8 project shall not be made until all services are completed for that project in accordance with the
9 provisions of Article III.
10 7. In the event the COUNTY reduces the scope of a specific project, the
11 CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for
12 that authorized phase, for actual work completed and accepted by the COUNTY in accordance
13 with the terms of this Agreement.
14 VI. COMPENSATION RECORDS:
15 The CONSULTANT shall keep complete records for the period of time referenced in
16 Article VIII.0 showing the hours and description of activities performed by each person who
17 works on the project and all associated costs or charges applicable to work covered by the basic
18 fee. The CONSULTANT will be responsible for all subconsultants keeping similar records.
19 VII. RETENTION FROM EARNED COMPENSATION:
20 The COUNTY is entitled to and may withhold a five percent (5%) retention from the
21 earned compensation of the CONSULTANT separately for each project. Such retention from
22 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant
23 services of a project to be provided under this Agreement, including those phases completed.
24 VIII. AUDITS,ACCOUNTING AND INSPECTIONS ACCESS:
25 A. The CONSULTANT shall establish accounting and bookkeeping practices
26 including, but not limited to, employee time cards, payrolls, and other records of transactions
27 including those to be paid from State Grant and Federal Grant funds in accordance with the
28 performance of this Agreement.
Page 18 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 B. The CONSULTANT shall at any time during regular business hours, and as often as
2 the COUNTY may deem necessary, make available for examination by the Comptroller General
3 of the United States, HUD, State of California or the COUNTY Auditor-Controller/ Treasurer-
4 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data
5 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
6 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of
7 personnel, conditions of employment, and other data relating to matters covered by this
8 Agreement.
9 C. The CONSULTANT shall be subject to the examination and audit of the Auditor
10 General for a period of three (3) years after final payment under this Agreement(Government
11 Code Section 8546.7).
12 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
13 A. Definitions:
14 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
15 professional services, acting as a business entity (owner, partnership, corporation,joint venture
16 or other business association) in accordance with the terms of an Agreement with the
17 COUNTY.
18 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
19 right, adjustment or interpretation of contract terms, payment of money, extension of time,
20 change orders, or other relief with respect to the terms of the contract. The term "Claim" also
21 includes other disputes and matters in question between the COUNTY and CONSULTANT
22 arising out of or relating to the contract. Claims must be made by written notice. The
23 provisions of Government Code Section 901, et seq., shall apply to every claim made to
24 COUNTY. The responsibility to substantiate claims shall rest with the party making the claim.
25 The term "Claim" also includes any allegation of a negligent error or omission by the
26 CONSULTANT.
27 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
28 following procedures are established in the event of any claim or dispute by COUNTY or
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 CONSULTANT alleging a negligent error, act, or omission.
2 1. Claims, disputes or other matters in question between the parties, arising out of
3 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the
4 following procedures.
5 2. The Capital Projects Division Manager or his/her designated representative of
6 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute,
7 including what damages have occurred, the measure of damages and what proportion of
8 damages, if any, shall be paid by either party. The parties agree to consult and consider the use
9 of mediation or other form of dispute resolution prior to resorting to litigation.
10 3. If the COUNTY and CONSULTANT cannot reach agreement under the
11 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
12 parties, be submitted to a panel of three (3) for a recommended resolution. The
13 CONSULTANT and the COUNTY shall each select one (1) member of the panel,and the third
14 member shall be selected by the other two panel members. The discovery rights provided by
15 California Code of Civil Procedure for civil proceedings shall be available and enforceable to
16 resolve the disputed issues. Either party requesting this dispute resolution process shall, when
17 invoking the rights to this panel, give to the other party a notice describing the claims, disputes
18 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
19 both parties shall submit all documents such party intends to rely upon to resolve such dispute.
20 If it is determined by the panel that any party has relied on such documentation, but has failed to
21 previously submit such documentation on a timely basis to the other party, the other party shall
22 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision
23 by the panel is not a condition precedent to arbitration, mediation or litigation.
24 4. Upon receipt of the panel's recommended resolution of the dispute issues, the
25 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement.
26 If the parties still are unable to reach agreement, each party shall have recourse to all
27 appropriate legal and equitable remedies.
28 C. The procedures to be followed in the resolution of claims and disputes may be
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 modified at any time by mutual agreement of the parties hereto.
2 D. The CONSULTANT shall continue to perform its obligations under this Agreement
3 pending resolution of any dispute, and the COUNTY shall continue to make payments of all
4 undisputed amounts due under this Agreement.
5 E. When a claim by either party has been made alleging the CONSULTANT's
6 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
7 designated representative and the CONSULTANT shall meet and confer within twenty-one (21)
8 days after the written notice of the claim has been provided.
9 X. JOINDER OF PARTIES:
10 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of
11 any tier, suppliers and construction lenders shall all be bound by the dispute resolution
12 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT,
13 shall participate in and shall become parties to the dispute resolution process, provided they
14 have signed any document that incorporates or refers to the dispute resolution provisions of this
15 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such
16 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any
17 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this
18 regard. If such a party after due notice fails to appear at and participate in the dispute resolution
19 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
20 make a decision based on evidence introduced by the party or parties who do participate.
21 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
22 A. The CONSULTANT will review and analyze construction contract claims and
23 recommend resolution of them as soon as possible following receipt of demand by COUNTY.
24 B. Within a reasonable time after receipt of a claim,the CONSULTANT shall provide a
25 written analysis of the claim to the COUNTY, signed by the CONSULTANT and any affected
26 subconsultants. The written analysis shall include the CONSULTANT's professional opinion of
27 the responsibility for payment of the claim, with supporting facts and documentation. A copy of
28 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT
Page 21 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 and any affected subconsultant.
2 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
3 following actions,within ten (10)days of receipt of a claim:
4 1. Request additional supporting data from the claimant, requiring that such data be
5 supplied within ten (10) days of the request;
6 2. Submit a schedule to the parties indicating when the CONSULTANT expects to
7 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's
8 original receipt of the claim;
9 3. Recommend rejection of the claim in whole or in part, stating the reasons for
10 such rejection;
11 4. Recommend approval of the claim by the other party, or
12 5. Suggest a compromise.
13 D. In every case, CONSULTANT shall provide its recommended resolution of a claim
14 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains
15 COUNTY's prior written approval.
16 XII. INDEPENDENT CONTRACTOR:
17 A. In performance of the work, duties, and obligations assumed by CONSULTANT
18 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
19 and all of CONSULTANT's officers, agents and employees, will at all times be acting and
20 performing as an independent contractor, and shall act in an independent capacity and not as an
21 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY.
22 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
23 method by which CONSULTANT shall perform its work and function. However, COUNTY
24 shall retain the right to administer this Agreement so as to verify that CONSULTANT is
25 performing its obligations in accordance with the terms and conditions thereof.
26 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
27 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
28 thereof.
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 B. Because of its status as an independent contractor, CONSULTANT shall have
2 absolutely no right to employment rights and benefits available to COUNTY employees.
3 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its
4 employees all legally required employee benefits. In addition, CONSULTANT shall be solely
5 responsible and save COUNTY harmless from all matters relating to payment of
6 CONSULTANT's employees, including compliance with Social Security, withholding, and all
7 other regulations governing such matters. It is acknowledged that during the term of this
S Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or
9 to this Agreement.
10 XIII. PARTIES BOUND BY AGREEMENT:
11 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their
12 respective successors in interest, legal representatives, executors, administrators, and assigns
13 with respect to all covenants as set forth herein.
14 XIV. REQUIRED APPROVALS:
15 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer
16 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior
17 express, written consent of the COUNTY. Such consent and approval may be given only by the
18 COUNTY Board of Supervisors.
19 XV. COMPLIANCE WITH LAWS:
20 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
21 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's
22 performance of the professional services to be provided hereunder.
23 B. CONSULTANT shall submit a current version of its Illness and Injury
24 Prevention Plan (IIPP), applicable safety programs and contact information for the
25 CONSULTANT's responsible person for these programs to the COUNTY Representative at the
26 time this Agreement is signed by the CONSULTANT. Throughout the term of this Agreement,
27 Consultant shall provide updates to the safety plans and programs to the COUNTY
28 Representative as they are implemented.
Page 23 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 XVI. GOVERNING LAW:
2 A. Any controversy or claim arising out of or relating to this Agreement which cannot
3 be amicably settled without court action shall be litigated either in a State court for Fresno
4 County, California, or in the U.S. District Court for the Eastern District of California, located in
5 Fresno County.
6 B. The rights and obligations of the parties and all interpretations and performance of
7 this Agreement shall be governed in all respects by the laws of the State of California.
8 XVII. AMENDMENTS:
9 Any changes to this Agreement requested either by the COUNTY or CONSULTANT
10 may only be effected if mutually agreed upon in writing by duly authorized representatives of
11 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a
12 party hereto be waived, except by such in writing.
13 XVIII.CONSULTANT'S LEGAL AUTHORITY:
14 A. Each individual executing this Agreement on behalf of CONSULTANT hereby
15 covenants, warrants, and represents:
16 1. That he or she is duly authorized to execute and deliver this Agreement on behalf of
17 such corporation in accordance with a duly adopted resolution of the corporation's board of
18 directors and in accordance with such corporation's articles of incorporation or charter and
19 bylaws;
20 2. That this Agreement is binding upon such corporation; and
21 3. That CONSULTANT is a duly organized and legally existing corporation in good
22 standing in the State of California.
23 XIX. HOLD HARMLESS:
24 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
25 agents, and employees, against the payment of any and all costs and expenses (including
26 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily
27 and personal injury to or death of any person or for loss of any property resulting from or
28 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its
Page 24 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 officers, agents, and employees, in performing or failing to perform any work, services, or
2 functions under this Agreement.
3 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in
4 the defense of any claim, suit, or other action alleging liability, arising from the performance or
5 failure to perform of any COUNTY construction contractor or subcontractor in connection with
6 any project for which CONSULTANT has been retained under Article III above. Such
7 cooperation may include an agreement to prepare and present a cooperative defense after
8 consultation with CONSULTANT's professional liability insurance carrier.
9 XX. LIABILITY INSURANCE:
10 A. Prior to commencing the duties under the Agreement with the COUNTY, the
11 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
12 for the following insurance policies which shall be kept in force during the term of the
13 Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as
14 may be specified herein with respect to a particular type of policy.
15 1. Commercial General Liability Insurance or Comprehensive General Liability
16 Insurance, naming the COUNTY as an additional insured, with limits of not less than one
17 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two
18 million dollars ($2,000,000).
19 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
20 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
21 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars
22 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars
23 ($500,000).
24 3. Worker's Compensation insurance policy as required by the California Labor
25 Code.
26 4. Professional Liability Insurance:
27 a. Professional Liability Insurance with limits of not less than one million
28 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and
Page 25 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 with a deductible not to exceed fifty thousand dollars ($50,000).
2 b. CONSULTANT and subconsultants shall make full disclosure, in writing to
3 the COUNTY, of all pending and open claims and disputes during the course of this Agreement
4 that affect the specified aggregate limits of the Professional Liability Insurance policy.
5 c. Professional Liability Insurance shall be kept in force for a minimum of two
6 (2) years past the date of final payment to CONSULTANT, and including the full and final
7 resolution of all claims, disputes, and matters in question regarding the project.
8 d. In the event that CONSULTANT voluntarily changes, or involuntarily
9 changes due to circumstances beyond its control, its Professional Liability Insurance policy
10 carrier during the period such coverage is required to be in force (as specified in the
11 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new
12 policy shall include prior acts coverage retroactive, at least, to the date of execution of this
13 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
14 coverage from the former policy carrier, negotiate a retroactive reporting date with the new
15 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
16 shall in any event maintain Professional Liability Insurance in a manner that provides
17 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
18 of two (2)years past the issuance of final payment to the CONSULTANT.
19 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice
20 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies.
21 C. The COUNTY, its officers, agents and employees, individually and collectively,
22 shall be named as an additional insured under the policy for Commercial General Liability
23 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations
24 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall
25 apply as primary insurance and any other insurance, or self-insurance, maintained by the
26 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with
27 insurance provided under the CONSULTANT's policies herein.
28 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as
Page 26 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
2 terminate this Agreement upon the occurrence of such event.
3 E. All policies shall be issued by admitted insurers licensed to do business in the State
4 of California and possessing a current A.M.Best, Inc. rating of A FSC VII or better.
5 XXI. OWNERSHIP OF DOCUMENTS:
6 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
7 rights of the drawings and the work-product of CONSULTANT for each project,to the fullest
8 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
9 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that
10 term is defined in copyright law, by COUNTY; that the drawings and work-product to be
11 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the
12 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole
13 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible
14 rights of any kind or nature in connection therewith; that all the contractual or intangible rights
15 of any kind or nature, title, and interest in and to the drawings and work-product will be
16 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
17 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
18 intangible rights relating to said drawings and work-product; that COUNTY shall be and
19 become the owner of such drawings and work product, free and clear of any claim by
20 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
21 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
22 product shall apply regardless of whether such drawings or work product, or any copies thereof,
23 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For
24 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports
25 and study findings commissioned to develop the design of each project, drawings and schematic
26 or preliminary design documents of each project, certified reproducibles of the original final
27 construction contract drawings of each project, specifications of each project, the approved
28 opinion of probable construction cost of each project, record drawings of each project, as-built
Page 27 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 plans of each project, and discoveries, developments, designs, improvements, inventions,
2 formulas, processes, techniques, or specific know-how and data generated or conceived or
3 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that
4 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
5 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs
6 previously developed or used by the CONSULTANT, or developed by the CONSULTANT
7 without COUNTY compensation, shall remain the property of the CONSULTANT and use is
8 granted to COUNTY only for the specific project undertaken under this Agreement.
9 B. If a project is terminated prior to completion of the construction document phase of
10 any project under Article III, a reproducible copy and electronic files of documents as
11 completed at the time of termination of the project shall be submitted by CONSULTANT to the
12 COUNTY, which may use them to complete each project in future phases.
13 C. If the project is terminated at the completion of the construction document phase of
14 any project, a reproducible copy and electronic files of final construction contract drawings
15 (both .dwg and .plt files), specifications, and approved opinion of probable construction cost
16 shall be submitted by CONSULTANT to COUNTY.
17 D. Documents, including drawings and specifications, prepared by CONSULTANT for
18 any project pursuant to this Agreement are not intended or represented to be suitable for reuse
19 by COUNTY or others on extensions of the services provided for that project or any other
20 project. Any use of completed documents for other projects and/or any use of uncompleted
21 documents will be at COUNTY's sole risk and without liability or legal exposure to
22 CONSULTANT.
23 E. COUNTY has requested that certain machine readable information and CAD data on
24 construction documents be provided by CONSULTANT for each project under this Agreement.
25 Such machine readable information and CAD data are more specifically described in Article Ill.
26 CONSULTANT shall not be liable for claims, liabilities or losses arising out of,or connected
27 with:
28 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 such machine readable information and CAD data; or
2 2. Decline of accuracy or readability of machine readable information and CAD
3 data due to inappropriate storage conditions or duration; or
4 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine
5 readable information and CAD data for additions to any such project or for the completion of
6 any such project by others, or for other projects.
7 XXII. TIME OF COMPLETION:
8 A. Upon request of the Capital Projects Division Manager or his/her designated
9 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
10 his/her designated representative's approval, schedules for the performance of the
11 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
12 and shall include allowances for periods of time required for the COUNTY's review and
13 approval of submissions by authorities having jurisdiction over the projects. Time limits
14 established by these schedules approved by Capital Projects Division Manager or his/her
15 designated representative shall not, except as provided in this Agreement, be exceeded by the
16 CONSULTANT.
17 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
18 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline
19 listed in the above-referenced schedules once such failure continues more than seven (7)
20 calendar days past the specified completion date (unless the delay is attributable to the
21 COUNTY or State), is sufficient cause to immediately terminate this Agreement,at the option
22 of the COUNTY, in accordance with Section XXIV.C.
23 XXIII.TERM:
24 The term of this Agreement shall be for a period of three (3) years, commencing on the
25 effective date as first set forth hereinabove. This Agreement may be extended for a maximum
26 of two (2) additional consecutive one-year periods upon approval of both parties no later than
27 thirty (30) days prior to the first day of the next twelve (12) month extension period. The
28 Director of the Department of Public Works and Planning or his/her designee is authorized to
Page 29 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 execute such written approval on behalf of COUNTY based on CONTRACTOR's satisfactory
2 performance.
3 XXIV.TERMINATION OF AGREEMENT:
4 A. This Agreement may be terminated without cause at any time by the COUNTY upon
5 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the
6 CONSULTANT shall be compensated for services satisfactorily completed to the date of
7 termination based upon the compensation rates and subject to the maximum amounts payable
8 agreed to in Article V, together with such additional services satisfactorily performed after
9 termination which are expressly authorized by the COUNTY Representative in order to
10 conclude the work performed to date of termination.
11 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
12 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY,the
13 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
14 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
15 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with
16 the previous CONSULTANT's design.
17 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
18 part,where in the determination of the COUNTY there is:
19 1. An illegal or improper use of funds;
20 2. A failure to comply with any term of this Agreement;
21 3. A substantially incorrect or incomplete report submitted to the COUNTY;
22 4. Improperly performed service.
23 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
24 of any breach of this Agreement or any default which may then exist on the part of the
25 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the
26 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
27 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
28 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
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INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 determined in accordance with the procedures of Article IX ('Errors or Omissions Claims and
2 Disputes"), were not expended in accordance with the terms of this Agreement. The
3 CONSULTANT shall promptly refund any such funds upon demand.
4 E. The terms of this Agreement, and the services to be provided thereunder, are
5 contingent on the approval of funds by the appropriating government agency. Should sufficient
6 funds not be allocated, the services provided may be modified, or this Agreement terminated at
7 any time by giving the CONSULTANT thirty(30) days advance written notice.
8 XXV. CONFLICT OF INTEREST:
9 The CONSULTANT shall comply with the provisions of the Fresno County Department of
10 Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
11 Such compliance shall include the filing of annual statements pursuant to the regulations of the
12 State Fair Political Practices Commission.
13 XXVI.DISCLOSURE OF SELF-DEALING TRANSACTIONS
14 A. This provision is only applicable if the CONSULTANT is operating as a corporation
15 (a for-profit or non-profit corporation) or if during the term of this Agreement,the
16 CONSULTANT changes its status to operate as a corporation.
17 B. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing
18 transactions that they are a party to while the CONSULTANT is providing goods or performing
19 services under this Agreement. A self-dealing transaction shall mean a transaction to which the
20 CONSULTANT is a party and in which one or more of its directors has a material financial
21 interest. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing
22 transactions that they are a party to by completing and signing a Self-Dealing Transaction
23 Disclosure Form (attached as Exhibit C and incorporated herein by this reference);and
24 submitting it to the COUNTY prior to-commencing with the self-dealing transaction or
25 immediately thereafter.
26 XXVII. ENTIRE AGREEMENT:
27 This Agreement constitutes the entire agreement between the COUNTY and the
28 CONSULTANT with respect to the subject matter hereof and supersedes all previous
Page 31 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 negotiations, proposals, commitments, writings, advertisements, publications, and
2 understandings of any nature whatsoever unless expressly included in this Agreement.
3 XXVHI.SEVERABILITY:
4 Should any provision herein be found or deemed to be invalid, this Agreement shall be
5 construed as not containing such provision, and all other provisions which are otherwise lawful
6 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
7 declared to be severable.
8
9
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12
13
14
15
16
17
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19
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21
22
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Page 32 of 33 Pages
INDUSTRIAL HYGIENIST CONSULTANT SERVICES AGREEMENT
1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
2 forth above.
3 NAME OF CONSULTANT/VENDOR COUNTY OF FRESNO
4 BY: nckt- BY: �
5 TINA CH PPONERI, ERNEST BUDDY MEND , CHAIRMAN
TITLE: PRESIDENT/C.F.O. BOARD OF SUPERVISORS
6 HAZARD MANAGEMENT SERVICES,
INC.
7 371 E. BULLARD AVE., SUITE 109
FRESNO, CA 93710
8
9 REVIEWED AND RECOM NDED ATTEST:
FOR APPROVAL BERNICE E. SEIDEL, CLERK
10 BOARD OF SUPERVISORS
11
12 '
BY: BY: - -
13 STEVEN E. WHIT , MkECTOR DEPUTY'
DEPARTMENT OF PUBLIC WORKS
14 AND PLANNING
15
16 APPROVED AS TO LEGAL FO
DANIEL C. CED OR , C 1 Y
17 COUNS
BY:
18 I < �
19 DEPUTY
20 APPROVED AS TO ACCOUNTING
21 FORM
VICKI CROW, C.P.A.
22 AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
2324 BY:
nn
DEPUT
25
26
FOR ACCOUNTING USE ONLY
27 FUND: 0001
SUBCLASS: 10000
28 ORG: 43601150
ACCT: 7295
Page 33 of 33 Pages
Fresno Office t 371 E Bullard Avenue, Suite 109, Fresno,CA 93710
Hazard Phone (559)436-0277" Fax(559)436-0275'www.hazmanage.com
Management
Services
Exhibit A
HMS, INC. FEE SCHEDULE
COUNTY OF FRESNO
CAPITAL PROJECTS DIVISION
Effective J U LY 2016
Professional Consultation, CIH, CSP $ 150.00 per hour
Overtime/Weekend Rate $200.00 per hour
Technical Services
Technical -Asbestos, Lead, & Project Management $ 65.00 per hour
Consultant-Asbestos, Lead, & Project Management $ 70.00 per hour
Overtime/Saturday Rate $ 85.00 per hour
Holidays* and Sundays $ 95.00 per hour
Lead-Based Paint Testing using XRF Analyzer $ 120.00 per hour
Administrative Support $45.00 per hour
Expert Witness (Four Hour Minimum) $200.00 per hour
LABORATORY FEES
(Standard Turnaround times)
Phase Contrast Microscopy (PCM) $ 18.00 per sample
Polarized Light Microscopy(PLM) (3 layers of more) $ 18.00 per sample
Polarized Light Microscopy(PLM) ( more than 3 layers) $ 24.00 per sample
Polarized Light Microscopy(PLM)With Point Counting
Point Counting 400 points (2-3 Days) $ 65.00 per sample
Atomic Absorption (AA)Analysis for Lead (paint chips, air cassette, soil & wipe)
Normal (2-3 Days) $ 25.00 per sample
RUSH (24 Hour) $ 30.00 per sample
RUSH (4 Hour) $ 60.00 per sample
STLC (2-3 Days) $ 150.00 per sample
Transmission Electron Microscopy(TEM)for Asbestos
AIR YAMATE/AHERA 2-3 Days $ 100.00 per sample
YAMATE/AHERA 24 Hour $ 132.00 per sample
YAMATE/AHERA Same Day $ 175.00 per sample
YAMATE/AHERA<12 Hour $ 200.00 per sample
HMS, Inc. Fee Schedule
July 2016
Page 2
BIOAEROSOL LABORATORY FEES
Standard Turnaround - 10 Days
Viable Airborne Mold -Anderson
Malt Agar $ 55.00 per sample
Airborne Bacteria -Anderson $ 55.00 per sample
Non-Viable Spores-Zefon Air-O-Cell $ 70.00 per sample
Bulk (Biological) $ 40.00 per sample (minimum)
NOTE: Rush analysis is higher and is based on analytical turnaround time.
Shipping Charges - Federal Express $ 26.00 minimum charge
INDUSTRIAL HYGIENE FEES
Prices quoted on a per project basis.
" HMS, Inc. Holidays include: New Years Day
Martin Luther King Day
Presidents Day
Memorial Day
Independence Day
Labor Day
Veterans Day(Friday before if Veterans Day falls on a weekend)
Thanksgiving
Day After Thanksgiving
Christmas Day
EXHIBIT B
Me M1.2.3
Febzuazy 23, 1999
8esolutim 099—OH6
1 BEFORE THE BOARD OF SUPERVISORS
2 OF THE:COUN1 Y OF FRESNO
3 STATE OF CALIFORNIA
In the matter of
S Adoption of Standard Conflict of interest Resolution 499•4386
ti Code forAll County Departrnents.
7
8 Whereas, the Political Reform Act, GDVemment Code section 810D0 et seq..
9 requires state and local government agencies to'adopt and prornutgate conf;lat of Interest
1 o codes;and
j i Whereas,the Fair Political Practices Commisston has,adopted a regulation,2
i2 Callfomla 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 conform to amendments to the Political
,IS Reform Act;and
i 6 Whereas,any loot agency may-Incorporate this standard conflict of Interest:code,
17 and thereafter need not amend the tsxt of Its code to conform to future amendments to the
18 Political Reform Act or-Its regulations;and
iS re Wheas, the Board of Supervisors is the code reviewing body for all County
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,thattheter ms of 2 Cafifomia 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 Exhlbh A and B
25 approved previously,today,or in the future,by this Board for each County department.In
26 which officers and employees are destgnated and disclosure categories are set fbrih,
27
28
i
'EXHIBIT B
constitute the confl[ct of Interest codes of each County department except courts.
Conflict of Interestforms shall be fired as follows:
3 1. As required by Government Code Section 87500, subdivision (a),the
4 County Adriunistratfve Officer, District Attorney, County Counsel, and Auditor-
5 ControllerfTteasurer--Tax Collector shall file one original oftheir statements with the Couay
6 Clerk. who shall make and retain copies and forward the originals to the lair Pditiaal
7 Practices Commission,which shall be the flung officer. The County Administrafte Officer,'
8 Dfahict Attorney,County Counsel,and Auditor-Controller/Treasurer--Tax Collector shag also
9 file one copy of their statements with the Clerk to the Board of Supervisors.
40 2. As required by Govemment Code section a7500,subdivision 0).all ater
11 department heads shall file one original ofthetrstatemairb withtheirdeparfmants. Thef hg
12 officer of each department shall make and retain a copyof the department head'sstatement
.13 and shall forward the original to the Clarkin the Board of Supervisors.
14 3. All other designated employees shag file one odglnal of their statementsw9h
5 their departments.
Alt statements shall be public records and shag be made available for public
17 inspection and reproductlon. (Gov.Code,§810D8.)
l8 Adopted at a regular meeting of the Board of Supervisors,held on the 23rd day
isof Februetq .I9 99,by the faltowing vote,to wlt:
20
Ayes: Supetv1sars KbUWian, Case, Avambula, Oken, Levy
21 Noes; None
22 Absent: hone
23
24 , soABn
A=MTt
25 sg= GREMIDOD, CLfiRK
BOARD OF HQPERMORS
26 r
27 Hy
28 File gi5i 3 Ageads 028 Besalnticn 499-OBfi
2
--EXHIBIT B
EXHIBIT"A"
PUBLIC WORKS AND PLANNING
Classification Category
Accountant i/if 2
Architect 1
Assistant Real Property Agent 1
Associate Rea[Property Agent 1
Building inspector I/11 1
Building Plans Engineer 1
Capital Projects Division Manager 1
Chief Building inspector 1 .
Chief of Field Surveys 1
Community Development Manager 1
Consultant •
Deputy Director of Planning 1
Deputy Director of Public Works 1
Development Services Manager 1
Director of Public Works and Planning 1
Disposal Site Supervisor 2
Engineer I/II/Ill 1
Field Survey Supervisor 3
Housing Rehabiritation Specialist I/if 1
Information Technology Analyst 1/II/III 1 IV 2
Planner 1/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 i
Senior Engineer 1
Senior Engineering Technician 2
Senior Geologist 1
Senior information Technology Analyst 2
Senior Planner 1
Senior legal Rrepedy Agent
(-.EXHIBIT B
Classification Category
Senior Staff Analyst 1
Senior Systems and Procedures Analyst 2
Staff Analyst 1/If/Ill 1
Supervising Accountant 2. 3
Supervising Building Inspector I
Supervising Engineer 1
Supervising Water/Wastewater Specialist 2,3
Systems and Procedures Analyst I/It!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.
- EXHIBIT B
EXHIBIT"8'T
PUBLIC:WORKS AND PLANNING
1. Persons In this category must disclose all investments,Interests In real property and
income,and business positions. Financial Interests ammportable dnly iflocatedMft
or sLMeot to the jurisdiction of Fresno,tlountyi or if the business sntlty is-doing
business or planning to do business In thelurisdlction,orhas done buslnsssmittt»n the
jutisdictich at any time diving the two year's Pr1br td'1h&flling of the sWement. Real
property shall be deemed to be within the Jurisdiction!of the County If It Is located
within or not more then 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. Persons in this category shall disclose all Investments In,income from,and business
positions whit any business entity which,wlthinthe last two yeas,has contracted at in
the future may forsseably contract with Fresno County through ifs Public Works and
Planning Depmtnent,.Solld Waste Commissions within the jurisdiction,or to anyother
joint powers agency winch Fresno County Is a member to provide senticep,supplies,
materials,machinery,or equipmentto the County.
S. Persons In the category shall disclose all interests in read property whhln the
jurisdiction. Real Property shall be deemed to be wlthln the Jurisdiction Iftha propedy
or any part of It Is located within or not more than two rnDes outside the boundaries of
Fresno County(including Its Incorporated cMas)orwithln two mile of any land owned
or operated by the County.
Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as
"County"), members of a corporation's board of directors of the Consultant, must
disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self-dealing transaction is defined
below:
"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
Exhibit 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 2 of 2