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Agreement A-16-638 with BTU Engineers LLC.pdf
16-1320 Agreement No. 16-638 COMMISSIONING CONSULTANT SERVICES AGREEMENT I THIS AGREEMENT is made and entered into this 1st day of November , 2016, 2 between the County of Fresno, a political subdivision of the State of California, (hereinafter 3 called "COUNTY"), and BTU Engineers, LLC., a limited liability corporation, located at 6601 4 Center Drive West, Suite 500, Los Angeles, CA 90045 (hereinafter called "CONSULTANT"). 5 WITNESSETH : 6 WHEREAS, the COUNTY desires to retain a CONSULTANT to assist the COUNTY 7 Capital Projects Division Manager or his/her designated Project Manager in completing various 8 projects and advanced planning for future projects in the COUNTY's Capital Improvement 9 Programs and other COUNTY projects; and 10 WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of I 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 COMMISSIONING 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 COMMISSIONING 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 COMMISSIONING services for all projects, and 21 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform 22 COMMISSIONING 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 COMMISSIONING services as described in Article II and enumerated in 27 Article III herein. 28 B. The CONSULTANT's services shall be performed as expeditiously as is Page I of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I 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: Senthil Arunachalam PE Position: Associate Principal 25 Telephone: (310) 684-3503 Fax: (310) 220-3897 26 E-Mail: senthilka@btuengineers.com Web: www.btuengineers.com 27 IL DESCRIPTION OF THE WORK COVERED BY THIS AGREEMENT: 28 The work covered by this Agreement is for all or a portion of the services Page 2 of 25 Pages COMMISSIONING 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 with 10 the COUNTY and other Project participants in the interest of maintaining the Project budget 11 and schedule and minimizing claims. Collaborative partnering may be instituted during design 12 and/or during construction phases. The scope of the project will determine the level of 13 collaborative partnering to be implemented. Sessions shall be attended by all associated project 14 and executive level staff requested by COUNTY, and shall be included in the not-to-exceed cost 15 submitted by CONSULTANT when included in the scope of work provided by COUNTY for a 16 project. All sessions are to be conducted at the Fresno County Plaza Building, 2220 Tulare 17 Street, Fresno, California 93721, although the location of any session(s) is subject to change 18 upon notice by COUNTY. 19 III. CONSULTANT'S SERVICES: 20 The CONSULTANT shall submit not-to-exceed cost proposals in response to project 21 requests issued by the Capital Projects Division Manager or his/her designated Project Manager, 22 on a project-by-project basis, which may include; civil engineering, transportation, water 23 resources, wastewater, studies and technical reports, specifications, estimates, construction 24 observation, project management, and related work as will be described in the scope of work 25 provided by COUNTY; 26 A. The CONSULTANT shall ascertain the requirements of each project through a 27 meeting with the Capital Projects Division Manager or his/her designated representative. 28 B. The Commissioning Agent shall be an independent entity, not affiliated with Page 3 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I members of the project team, that shall oversee Limited Building Systems Commissioning or 2 Total Project Commissioning for each project assigned. The services shall help to ensure the 3 completed facility, or specific systems of the facility, meet the County's performance 4 requirements. Consultant shall work under the direction of the Capital Projects Division 5 Manager or his/her designated representative. 6 C. Limited Building Systems Commissioning shall consist of the operational testing 7 and documentation of one or more systems within the facility. Total Project Commissioning 8 shall consist of establishing system performance criteria, design document verification, 9 operational testing and documentation of all systems within the facility. The Commissioning 10 Agent may also be called upon to perform Commissioning on existing systems in existing 11 buildings in order to improve their performance. 12 1. Commissioning Services may include, but are not limited to,: 13 a. Assisting in the development and documentation of the County's project 14 requirements, the basis of the design proposed to resolve those requirements, and how the 15 various systems will work together to comply with the County's requirements. 16 b. Developing design, functional and operational criteria during the design 17 phases to address the project requirements. 18 c. Ensuring provisions are made for future expansion or revisions to the facility, 19 including blockouts, spare conduits, chases, utility stubouts, etc. 20 d. Reviewing systems designs to verify compliance with functional and 21 operational criteria during each design phase. 22 e. Developing and incorporating commissioning requirements into the 23 construction documents. 24 f. Developing a commissioning plan. 25 g. Identifying and making recommendations to correct nonconforming design 26 work and concisely communicating them to the designated project architect or engineer. 27 h. Reviewing substitutions of systems and equipment for conformance with 28 project requirements, basis of design and functional and operational criteria. Page 4 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I i. Periodic reviewing of system installations during the course of construction 2 to confirm they are being installed in accordance with the contract documents. 3 j. Providing a detailed review of systems as they near completion during 4 construction to confirm the products and equipment have been installed in accordance with the 5 contract documents. 6 k. Identifying nonconforming work and reporting it to the designated project 7 architect or engineer so it can be reported to the contractor. 8 1. Reviewing and approving of O & M manuals and establishing preventative 9 maintenance and service programs. 10 m. Observing the contractor's start-up procedures and initial operational testing. 11 n. Coordinating a detailed review of the entire facility with the contractor 12 utilizing measurement and verification equipment and procedures for monitoring optimum 13 system performance. 14 1) Checking the actual performance of systems against the functional and 15 operational criteria developed during the project conception and design phases, which can 16 include energy efficiency, operating noise levels, smoothness of operation, maintenance 17 accessibility, ability to meet performance requirements and other predetermined criteria. 18 o. Coordinating with the contractor to make adjustments to the systems to meet 19 or exceed the established criteria without voiding manufacturer or installer warranty provisions. 20 p. Documenting the information gathered during the commissioning process 21 and providing system testing reports in a clear, concise, easily read, and understood format 22 readily usable by the County. 23 q. Overseeing the training of County staff on the various systems ensuring they 24 are familiar with the operation of the systems and ready to assume operation of the systems. 25 r. Reviewing training videos submitted by contractors to confirm they 26 succinctly contain the information required for training on the systems, noting deficiencies and 27 concisely communicating them to the designated project architect or engineer. 28 s. Reviewing record documents to ensure they adequately reflect the installed Page 5 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 conditions and operating parameters. Communicating any deficiencies to the designated project 2 architect or engineer so the information can be forwarded to the contractor and/or project team 3 and incorporated into the project record drawings. 4 t. Coordinating a review of the systems ten (10) months into the warranty 5 period to confirm systems continue to operate as designed. Identifying deficiencies,providing a 6 plan to resolve them and concisely communicating them to the designated project architect or 7 engineer. 8 2. Systems that may require commissioning include but are not limited to: 9 a. Intrusion alarms. 10 b. Security access systems. 11 c. Fire suppression systems. 12 d. Building automation. 13 e. Environmental controls. 14 f. Telecommunications systems. 15 g. Public address systems. 16 h. Data networks. 17 i. Process equipment systems. 18 J. Energy management systems. 19 k. Lighting management systems including daylighting controls. 20 1. Passive and mechanical HVAC systems. 21 m. Domestic hot water systems. 22 n. Renewable energy systems. 23 o. Thermal energy storage. 24 IV. COUNTY'S OBLIGATIONS: 25 The COUNTY will, for each project: 26 A. Compensate the CONSULTANT as provided in this Agreement. 27 B. Provide a "COUNTY Representative" who will represent the COUNTY and who 28 will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT'S Page 6 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I performance of its obligations under this Agreement. The COUNTY Representative will be the 2 Capital Projects Division Manager or his/her designated representative through award of the 3 construction contract and the COUNTY Construction Engineer after award of the construction 4 contract to completion of the project by the CONTRACTOR. The CONSULTANT shall 5 communicate and coordinate with the COUNTY Representative who will provide the following 6 services as appropriate for each project: 7 1. Provide basic design layouts and drawing layouts as may be required for each 8 project unless otherwise agreed by the COUNTY and the CONSULTANT. 9 2. Prepare the title sheet for each project's plans unless otherwise agreed by the 10 COUNTY and the CONSULTANT. 11 3. Loan or provide copies of any available building plans to the CONSULTANT. 12 4. Examine documents submitted to the COUNTY by the CONSULTANT and 13 timely render decisions pertaining thereto. 14 5. Provide communication between the CONSULTANT and COUNTY officials 15 and commissions(including user Department). 16 C. Give reasonably prompt consideration to all matters submitted by the 17 CONSULTANT for approval to the end that there will be no substantial delays in the 18 CONSULTANT's program of work. Any approval, authorization or request to the 19 CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of 20 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the 21 COUNTY Representative or his/her designee. 22 V. COMPENSATION: 23 A. Total Fee: 24 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the 25 services required under this Agreement shall not exceed a total amount of five hundred 26 thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at 27 the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not 28 to exceed agreed maximums for each phase of each project. Page 7 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 2. The rates listed herein are to remain in effect for the duration of this Agreement. 2 Rates may be renegotiated annually after the first anniversary from the date of execution of this 3 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments 4 may not exceed the Engineering News Record's Construction Cost Index or the California 5 Consumer Price Index as published by the California Department of Industrial Relations for the 6 year, whichever is lower. 7 B. Basic Fee: 8 1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over 9 the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to 10 in writing between CONSULTANT and Capital Projects Division Manager or his/her 11 designated representative. 12 2. All expenses incidental to CONSULTANT's performance of services under 13 Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include, 14 but may not be limited to, transportation and travel, postage and courier services, photo and 15 duplicating services, telephone and facsimile charges, computer storage media, drawing and 16 plotting media, printing of"check print" plans and plan sets and documents specifically required 17 by the provisions of Article III of this Agreement. 18 3. CONSULTANT shall not add markup percentages or costs to subconsultant's 19 costs or incidental costs unless expressly authorized in writing by the COUNTY. 20 a. If the CONSULTANT becomes aware of potential unforeseen expenses that 21 would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the 22 COUNTY in writing of the extent and nature of such expenses or services. Upon mutual 23 agreement of the CONSULTANT and the COUNTY Representative, the scope of work and 24 agreed fee for a project may be amended in writing to cover such unforeseen expense or cost. 25 C. Payments: 26 1. Progress payments will be made by the COUNTY upon receipt of the 27 CONSULTANT's monthly invoices and approval by COUNTY thereof based on the 28 COUNTY's evaluation of the completion of the respective components of the project(s). Page 8 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 Invoices shall clearly identify the specific project, the phase of the project, the percent of the 2 work completed, agreed maximum fee, and description of the work performed, and shall be 3 submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall 4 submit separate invoices for each phase of each project for work being performed under this 5 contract. Invoices shall be forwarded to: 6 Stuart G. Seiden, Division Manager 7 Capital Projects Division 8 Fresno County Public Works &Planning Department 9 2220 Tulare Street, Suite 610 10 Fresno, CA 93721-2104 11 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works & 12 Planning will take a maximum of five (5) working days to review, approve, and submit it to the 13 COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices 14 will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention, 15 will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor- 16 Controller/Treasurer-Tax Collector receives the approved invoice. 17 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the 18 earned compensation in accordance with the provisions of Article VII of this Agreement. 19 4. An unresolved dispute over a possible negligent error or omission may cause 20 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY. 21 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY 22 request, pre-approved documentation, that complete payment, less a five percent(5%) retention, 23 has been made by CONSULTANT to all subconsultants as provided herein for all previous 24 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in 25 any subconsultant or subcontractor a third party beneficiary status or third party beneficiary 26 rights, and expressly disclaim any such status or rights. 27 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no 28 later than thirty (30) days after a specific project is completed. Payment for retentions for each Page 9 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT l project shall not be made until all services are completed for that project in accordance with the 2 provisions of Article III. 3 7. In the event the COUNTY reduces the scope of a specific project, the 4 CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for 5 that authorized phase, for actual work completed and accepted by the COUNTY in accordance 6 with the terms of this Agreement. 7 VI. COMPENSATION RECORDS: 8 The CONSULTANT shall keep complete records for the period of time referenced in 9 Article VIII.0 showing the hours and description of activities performed by each person who 10 works on the project and all associated costs or charges applicable to work covered by the Basic I 1 Fee. The CONSULTANT will be responsible for all subconsultants keeping similar records. 12 VII. RETENTION FROM EARNED COMPENSATION: 13 The COUNTY is entitled to and may withhold a five percent (5%) retention from the 14 earned compensation of the CONSULTANT separately for each project. Such retention from 15 earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant 16 services of a project to be provided under this Agreement, including those phases completed. 17 VIII. AUDITS ACCOUNTING AND INSPECTIONS ACCESS: 18 A. The CONSULTANT shall establish accounting and bookkeeping practices 19 including, but not limited to, employee time cards, payrolls, and other records of transactions 20 including those to be paid from State Grant and Federal Grant funds in accordance with the 21 performance of this Agreement. 22 B. The CONSULTANT shall at any time during regular business hours, and as often as 23 the COUNTY may deem necessary, make available for examination by the Comptroller General 24 of the United States, HUD, State of California or the COUNTY Auditor-Controller/ Treasurer- 25 Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data 26 with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal, 27 State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of 28 personnel, conditions of employment, and other data relating to matters covered by this Page 10 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 Agreement. 2 C. The CONSULTANT shall be subject to the examination and audit of the Auditor 3 General for a period of three (3) years after final payment under this Agreement (Government 4 Code Section 8546.7). 5 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES: 6 A. Definitions: 7 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of 8 professional services, acting as a business entity (owner, partnership, corporation,joint venture 9 or other business association) in accordance with the terms of an Agreement with the 10 COUNTY. 11 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of 12 right, adjustment or interpretation of contract terms, payment of money, extension of time, 13 change orders, or other relief with respect to the terms of the contract. The term "Claim" also 14 includes other disputes and matters in question between the COUNTY and CONSULTANT 15 arising out of or relating to the contract. Claims must be made by written notice. The 16 provisions of Government Code Section 901, et seq., shall apply to every claim made to 17 COUNTY. The responsibility to substantiate claims shall rest with the party making the claim. 18 The term "Claim" also includes any allegation of a negligent error or omission by the 19 CONSULTANT. 20 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the 21 following procedures are established in the event of any claim or dispute by COUNTY or 22 CONSULTANT alleging a negligent error, act,or omission. 23 1. Claims, disputes or other matters in question between the parties, arising out of 24 or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the 25 following procedures. 26 2. The Capital Projects Division Manager or his/her designated representative of 27 and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute, 28 including what damages have occurred, the measure of damages and what proportion of Page I l of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I damages, if any, shall be paid by either party. The parties agree to consult and consider the use 2 of mediation or other form of dispute resolution prior to resorting to litigation. 3 3. If the COUNTY and CONSULTANT cannot reach agreement under the 4 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all 5 parties, be submitted to a panel of three (3) for a recommended resolution. The 6 CONSULTANT and the COUNTY shall each select one (1) member of the panel,and the third 7 member shall be selected by the other two panel members. The discovery rights provided by 8 California Code of Civil Procedure for civil proceedings shall be available and enforceable to 9 resolve the disputed issues. Either party requesting this dispute resolution process shall, when 10 invoking the rights to this panel, give to the other party a notice describing the claims, disputes 11 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel, 12 both parties shall submit all documents such party intends to rely upon to resolve such dispute. 13 If it is determined by the panel that any party has relied on such documentation, but has failed to 14 previously submit such documentation on a timely basis to the other party, the other party shall 15 be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision 16 by the panel is not a condition precedent to arbitration, mediation or litigation. 17 4. Upon receipt of the panel's recommended resolution of the dispute issues, the 18 COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement. 19 If the parties still are unable to reach agreement, each party shall have recourse to all 20 appropriate legal and equitable remedies. 21 C. The procedures to be followed in the resolution of claims and disputes may be 22 modified at any time by mutual agreement of the parties hereto. 23 D. The CONSULTANT shall continue to perform its obligations under this Agreement 24 pending resolution of any dispute, and the COUNTY shall continue to make payments of all 25 undisputed amounts due under this Agreement. 26 E. When a claim by either party has been made alleging the CONSULTANT's 27 negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her 28 designated representative and the CONSULTANT shall meet and confer within twenty-one(21) Page 12 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 days after the written notice of the claim has been provided. 2 X. JOINDER OF PARTIES: 3 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of 4 any tier, suppliers and construction lenders shall all be bound by the dispute resolution 5 provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT, 6 shall participate in and shall become parties to the dispute resolution process, provided they 7 have signed any document that incorporates or refers to the dispute resolution provisions of this 8 Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such 9 nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any 10 there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this I 1 regard. If such a party after due notice fails to appear at and participate in the dispute resolution 12 proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall 13 make a decision based on evidence introduced by the party or parties who do participate. 14 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS: 15 A. The CONSULTANT will review and analyze construction contract claims and 16 recommend resolution of them as soon as possible following receipt of demand by COUNTY. 17 B. Within a reasonable time after receipt of a claim,the CONSULTANT shall provide a 18 written analysis of the claim to the COUNTY, signed by the CONSULTANT and any affected 19 subconsultants. The written analysis shall include the CONSULTANT's professional opinion of 20 the responsibility for payment of the claim,with supporting facts and documentation. A copy of 21 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT 22 and any affected subconsultant. 23 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the 24 following actions,within ten (10) days of receipt of a claim: 25 1. Request additional supporting data from the claimant, requiring that such data be 26 supplied within ten (10)days of the request; 27 2. Submit a schedule to the parties indicating when the CONSULTANT expects to 28 respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's Page 13 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 original receipt of the claim; 2 3. Recommend rejection of the claim in whole or in part, stating the reasons for 3 such rejection; 4 4. Recommend approval of the claim by the other party, or 5 5. Suggest a compromise. 6 D. In every case, CONSULTANT shall provide its recommended resolution of a claim 7 within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains 8 COUNTY's prior written approval. 9 XII. INDEPENDENT CONTRACTOR: 10 A. In performance of the work, duties, and obligations assumed by CONSULTANT 11 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any 12 and all of CONSULTANT's officers, agents and employees, will at all times be acting and 13 performing as an independent contractor, and shall act in an independent capacity and not as an 14 officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY. 15 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or 16 method by which CONSULTANT shall perform its work and function. However, COUNTY 17 shall retain the right to administer this Agreement so as to verify that CONSULTANT is 18 performing its obligations in accordance with the terms and conditions thereof. 19 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules 20 and regulations, if any, of governmental authorities having jurisdiction over matters the subject 21 thereof. 22 B. Because of its status as an independent contractor, CONSULTANT shall have 23 absolutely no right to employment rights and benefits available to COUNTY employees. 24 CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its 25 employees all legally required employee benefits. In addition, CONSULTANT shall be solely 26 responsible and save COUNTY harmless from all matters relating to payment of 27 CONSULTANT's employees, including compliance with Social Security, withholding, and all 28 other regulations governing such matters. It is acknowledged that during the term of this Page 14 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or 2 to this Agreement. 3 XIII. PARTIES BOUND BY AGREEMENT: 4 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their 5 respective successors in interest, legal representatives, executors, administrators, and assigns 6 with respect to all covenants as set forth herein. 7 XIV. REQUIRED APPROVALS: 8 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer 9 any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior 10 express, written consent of the COUNTY. Such consent and approval may be given only by the I I COUNTY Board of Supervisors. 12 XV. COMPLIANCE WITH LAWS: 13 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances, 14 regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT's 15 performance of the professional services to be provided hereunder. 16 B. CONSULTANT shall submit a current version of its Illness and Injury 17 Prevention Plan (IIPP), applicable safety programs and contact information for the 18 CONSULTANT's responsible person for these programs to the COUNTY Representative at the 19 time this Agreement is signed by the CONSULTANT. Throughout the term of this Agreement, 20 Consultant shall provide updates to the safety plans and programs to the COUNTY 21 Representative as they are implemented. 22 XVI. GOVERNING LAW: 23 A. Any controversy or claim arising out of or relating to this Agreement which cannot 24 be amicably settled without court action shall be litigated either in a State court for Fresno 25 County, California, or in the U.S. District Court for the Eastern District of California, located in 26 Fresno County. 27 B. The rights and obligations of the parties and all interpretations and performance of 28 this Agreement shall be governed in all respects by the laws of the State of California. Page 15 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I XVII. AMENDMENTS: 2 Any changes to this Agreement requested either by the COUNTY or CONSULTANT 3 may only be effected if mutually agreed upon in writing by duly authorized representatives of 4 the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a 5 party hereto be waived, except by such in writing. 6 XVIII.CONSULTANT'S LEGAL AUTHORITY: 7 A. Each individual executing this Agreement on behalf of CONSULTANT hereby 8 covenants, warrants, and represents: 9 1. That he or she is duly authorized to execute and deliver this Agreement on behalf 10 of such corporation in accordance with a duly adopted resolution of the corporation's board of I 1 directors and in accordance with such corporation's articles of incorporation or charter and 12 bylaws; 13 2. That this Agreement is binding upon such corporation; and 14 3. That CONSULTANT is a duly organized and legally existing corporation in 15 good standing in the State of California. 16 XIX. HOLD HARMLESS: 17 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers, 18 agents, and employees, against the payment of any and all costs and expenses (including 19 reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily 20 and personal injury to or death of any person or for loss of any property resulting from or 21 arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its 22 officers, agents, and employees, in performing or failing to perform any work, services, or 23 functions under this Agreement. 24 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in 25 the defense of any claim, suit, or other action alleging liability, arising from the performance or 26 failure to perform of any COUNTY construction contractor or subcontractor in connection with 27 any project for which CONSULTANT has been retained under Article III above. Such 28 cooperation may include an agreement to prepare and present a cooperative defense after Page 16 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 consultation with CONSULTANT's professional liability insurance carrier. 2 XX. LIABILITY INSURANCE: 3 A. Prior to commencing the duties under the Agreement with the COUNTY, the 4 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates 5 for the following insurance policies which shall be kept in force during the term of the 6 Agreement(i.e., until the Agreement is terminated or it expires), and for such additional time as 7 may be specified herein with respect to a particular type of policy. 8 1. Commercial General Liability Insurance or Comprehensive General Liability 9 Insurance, naming the COUNTY as an additional insured, with limits of not less than one 10 million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two I I million dollars ($2,000,000). 12 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of 13 not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand 14 dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars 15 ($50,000), or such coverage with a combined single limit of five hundred thousand dollars 16 ($500,000). 17 3. Worker's Compensation insurance policy as required by the California Labor 18 Code. 19 4. Professional Liability Insurance: 20 a. Professional Liability Insurance with limits of not less than one million 21 dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and 22 with a deductible not to exceed fifty thousand dollars($50,000). 23 b. CONSULTANT and subconsultants shall make full disclosure, in writing to 24 the COUNTY, of all pending and open claims and disputes during the course of this Agreement 25 that affect the specified aggregate limits of the Professional Liability Insurance policy. 26 c. Professional Liability Insurance shall be kept in force for a minimum of two 27 (2) years past the date of final payment to CONSULTANT, and including the full and final 28 resolution of all claims, disputes, and matters in question regarding the project. Page 17 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 d. In the event that CONSULTANT voluntarily changes, or involuntarily 2 changes due to circumstances beyond its control, its Professional Liability Insurance policy 3 carrier during the period such coverage is required to be in force (as specified in the 4 immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new 5 policy shall include prior acts coverage retroactive, at least, to the date of execution of this 6 Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail" 7 coverage from the former policy carrier, negotiate a retroactive reporting date with the new 8 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and 9 shall in any event maintain Professional Liability Insurance in a manner that provides 10 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period 11 of two (2)years past the issuance of final payment to the CONSULTANT. 12 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice 13 of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies. 14 C. The COUNTY, its officers, agents and employees, individually and collectively, 15 shall be named as an additional insured under the policy for Commercial General Liability 16 Insurance or Comprehensive General Liability Insurance, but only insofar as the operations 17 under this Agreement are concerned. Such coverage of COUNTY as additional insured shall 18 apply as primary insurance and any other insurance, or self-insurance, maintained by the 19 COUNTY, its officers, agents, and employees, shall be excess only and not contributing with 20 insurance provided under the CONSULTANT's policies herein. 21 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as 22 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or 23 terminate this Agreement upon the occurrence of such event. 24 E. All policies shall be issued by admitted insurers licensed to do business in the State 25 of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better. 26 XXI. OWNERSHIP OF DOCUMENTS: 27 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership 28 rights of the drawings and the work-product of CONSULTANT for each project, to the fullest Page 18 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that 2 CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that 3 term is defined in copyright law, by COUNTY; that the drawings and work-product to be 4 prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the 5 sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole 6 owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible 7 rights of any kind or nature in connection therewith; that all the contractual or intangible rights 8 of any kind or nature, title, and interest in and to the drawings and work-product will be 9 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to 10 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and 11 intangible rights relating to said drawings and work-product; that COUNTY shall be and 12 become the owner of such drawings and work product, free and clear of any claim by 13 CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT 14 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work 15 product shall apply regardless of whether such drawings or work product, or any copies thereof, 16 are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For 17 the purpose of this Agreement the terms "drawings and work-product" shall mean all reports 18 and study findings commissioned to develop the design of each project, drawings and schematic 19 or preliminary design documents of each project, certified reproducibles of the original final 20 construction contract drawings of each project, specifications of each project, the approved 21 opinion of probable construction cost of each project, record drawings of each project, as-built 22 plans of each project, and discoveries, developments, designs, improvements, inventions, 23 formulas, processes, techniques, or specific know-how and data generated or conceived or 24 reduced to practice or learning by CONSULTANT, either alone or jointly with others, that 25 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County 26 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs 27 previously developed or used by the CONSULTANT, or developed by the CONSULTANT 28 without COUNTY compensation, shall remain the property of the CONSULTANT and use is Page 19 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 granted to COUNTY only for the specific project undertaken under this Agreement. 2 B. If a project is terminated prior to completion of the construction document phase of 3 any project under Article I11, a reproducible copy and electronic files of documents as 4 completed at the time of termination of the project shall be submitted by CONSULTANT to the 5 COUNTY,which may use them to complete each project in future phases. 6 C. If the project is terminated at the completion of the construction document phase of 7 any project, a reproducible copy and electronic files of final construction contract drawings 8 (both .dwg and .pit files), specifications, and approved opinion of probable construction cost 9 shall be submitted by CONSULTANT to COUNTY. 10 D. Documents, including drawings and specifications, prepared by CONSULTANT for I 1 any project pursuant to this Agreement are not intended or represented to be suitable for reuse 12 by COUNTY or others on extensions of the services provided for that project or any other 13 project. Any use of completed documents for other projects and/or any use of uncompleted 14 documents will be at COUNTY's sole risk and without liability or legal exposure to 15 CONSULTANT. 16 E. COUNTY has requested that certain machine readable information and CAD data on 17 construction documents be provided by CONSULTANT for each project under this Agreement. 18 Such machine readable information and CAD data are more specifically described in Article 111. 19 CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected 20 with: 21 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of 22 such machine readable information and CAD data; or 23 2. Decline of accuracy or readability of machine readable information and CAD 24 data due to inappropriate storage conditions or duration; or 25 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine 26 readable information and CAD data for additions to any such project or for the completion of 27 any such project by others, or for other projects. 28 Page 20 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I XXII. TIME OF COMPLETION: 2 A. Upon request of the Capital Projects Division Manager or his/her designated 3 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or 4 his/her designated representative's approval, schedules for the performance of the 5 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed, 6 and shall include allowances for periods of time required for the COUNTY's review and 7 approval of submissions by authorities having jurisdiction over the projects. Time limits 8 established by these schedules approved by Capital Projects Division Manager or his/her 9 designated representative shall not, except as provided in this Agreement, be exceeded by the 10 CONSULTANT. I 1 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall 12 provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline 13 listed in the above-referenced schedules once such failure continues more than seven (7) 14 calendar days past the specified completion date (unless the delay is attributable to the 15 COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option 16 of the COUNTY, in accordance with Section XXIV.C. 17 XXIII.TERM: 18 The term of this Agreement shall be for a period of three (3) years, commencing on the 19 effective date as first set forth hereinabove. This Agreement may be extended for a maximum 20 of two (2) additional consecutive one-year periods upon approval of both parties no later than 21 thirty (30) days prior to the first day of the next twelve (12) month extension period. The 22 Director of the Department of Public Works and Planning or his/her designee is authorized to 23 execute such written approval on behalf of COUNTY based on CONTRACTOR's satisfactory 24 performance. 25 XXIV.TERMINATION OF AGREEMENT: 26 A. This Agreement may be terminated without cause at any time by the COUNTY upon 27 thirty (30) calendar days written notice. If the COUNTY terminates this Agreement, the 28 CONSULTANT shall be compensated for services satisfactorily completed to the date of Page 21 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT I termination based upon the compensation rates and subject to the maximum amounts payable 2 agreed to in Article V, together with such additional services satisfactorily performed after 3 termination which are expressly authorized by the COUNTY Representative in order to 4 conclude the work performed to date of termination. 5 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to 6 perform pursuant to the Agreement, for reasons other than material breach by the COUNTY,the 7 CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five 8 hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP), 9 engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with 10 the previous CONSULTANT's design. 1 I C. The COUNTY may immediately suspend or terminate this Agreement in whole or in 12 part, where in the determination of the COUNTY there is: 13 1. An illegal or improper use of funds; 14 2. A failure to comply with any term of this Agreement; 15 3. A substantially incorrect or incomplete report submitted to the COUNTY; 16 4. Improperly performed service. 17 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY 18 of any breach of this Agreement or any default which may then exist on the part of the 19 CONSULTANT, nor shall such payment impair or prejudice any remedy available to the 20 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand 21 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the 22 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as 23 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and 24 Disputes"), were not expended in accordance with the terms of this Agreement. The 25 CONSULTANT shall promptly refund any such funds upon demand. 26 E. The terms of this Agreement, and the services to be provided thereunder, are 27 contingent on the approval of funds by the appropriating government agency. Should sufficient 28 funds not be allocated, the services provided may be modified, or this Agreement terminated at Page 22 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT 1 any time by giving the CONSULTANT thirty(30)days advance written notice. 2 XXV. CONFLICT OF INTEREST: 3 The CONSULTANT shall comply with the provisions of the Fresno County Department 4 of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein. 5 Such compliance shall include the filing of annual statements pursuant to the regulations of the 6 State Fair Political Practices Commission. 7 XXVI.DISCLOSURE OF SELF-DEALING TRANSACTIONS: 8 A. This provision is only applicable if the CONSULTANT is operating as a corporation 9 (a for-profit or non-profit corporation) or if during the term of this Agreement, the 10 CONSULTANT changes its status to operate as a corporation. I I B. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing 12 transactions that they are a party to while the CONSULTANT is providing goods or performing 13 services under this Agreement. A self-dealing transaction shall mean a transaction to which the 14 CONSULTANT is a party and in which one or more of its directors has a material financial 15 interest. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing 16 transactions that they are a party to by completing and signing a Self-Dealing Transaction 17 Disclosure Form (attached as Exhibit C and incorporated herein by this reference); and 18 submitting it to the COUNTY prior to commencing with the self-dealing transaction or 19 immediately thereafter. 20 XXVII. ENTIRE AGREEMENT: 21 This Agreement constitutes the entire agreement between the COUNTY and the 22 CONSULTANT with respect to the subject matter hereof and supersedes all previous 23 negotiations, proposals, commitments, writings, advertisements, publications, and 24 understandings of any nature whatsoever unless expressly included in this Agreement. 25 XXVIII.SEVERABILITY: 26 Should any provision herein be found or deemed to be invalid, this Agreement shall be 27 construed as not containing such provision, and all other provisions which are otherwise lawful 28 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby Page 23 of 25 Pages COMMISSIONING CONSULTANT SERVICES AGREEMENT l declared to be severable. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Page 24 of 25 Pages COMMISSIONING 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 CONSULTANT COUNTY OF FRESNO 5 BY: Y� BY: / Name: Senthil Arunachalam, PE Ernest Buddy Mendes, hairman 6 Title: Associate Principal Board of Supervisors 7 BTU Engineers, LLC. 8 REVIEWED AND REC MENDED ATTEST: FOR APPROVAL Bernice E. Seidel, Clerk 9 Board of Supervisors 10 BY: BY: Steven E. White, Di r Deputy I I Department of Public orks and 12 Planning 13 14 APPROVED AS TO LEGAL FORM 15 Daniel C. Cederborg 16 County S i � ( t 17 BY: Deputy 18 19 APPROVED AS TO ACCOUNTING 20 FORM Vicki Crow, C.P.A 21 Auditor-Controller/Treasurer-Tax Collector 22 23 BY: CR2k 24 Deputy 25 FOR ACCOUNTING USE ONLY 26 Fund: 0001 Subclass: 10000 27 Org. No.: 43601150 Account: 7295 28 Page 25 of 25 Pages EXHIBIT A BTU ENGINEERS, LLC. Hourly Rates. Function Rate ($/Hr) Principal Commissioning Authority $. Senior CA State Licensed Engineer $140 Senior Commissioning Consultants $ { Administrative $45 EXHIBIT B Me #L5123 . , Febxuaxy 23, 1999 8esclutum #99-086 1 BEFORE THE HOAR]OF SUPERVISORS 2 OF THE GOUN1 Y OF FRESNO 3 STATE OP CALIFORNM In the matter of S Adoption of Standard Conflict of Interest 8eaolut3na 09-086 8 Code for AD County Departments. 7 8 Whereas,the Political Reform Act; Government Code section 81000 at seq.. S requires state and loccal government agencies to'adopt and promulgate conflfat of Interest 10 codes;and 1 I Whereas,the Fair Political Pradaes Comwbalort has adopted a regulation,2 12 Cadlfbmla Code of Regulations sedan 18730, which contains the fermis of a standard 13 conflict of Interest code, and which may be amended by the Fair Political Practices 14 Commisslon after public notices and hearings to confamn to amendments to the Political 18 Reform Act and 16 Whereas,any local agency may Ind ft standard conflict of Interest code, 17 and thereat'ter need not amend the text of Is code to rondbnn to Mire amendments to the 18 Political Reform Act or its regulations;and Whereas, the Board of Supervisors is the code reviewing body for all County ZS departments except courts;and 2(f Whereas,the Ek mrd of Supewlsors may adopt the standard conflict of intemsi 21 code on behalf of all County departments. 22 Now therdwe be It resolved,thatthetenns of 2 Cafrfornta Cade of Regulallms 23 section 18730, and any amendments to it duly adopted by the Fair Political Pmcftu 24 Commission,are hereby tnc:orporAW 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 ofRcsts and employees are destgnatjed and disclosure categories are set fotlh, 21"1 28 1 'EXHIBIT B constituis the conflict of Interest codes of each County department except courts. Conflict of lnterestfnmis shall be Red as fdows: 8 1. As required by Government Code Section 87600, subdivision (a),The 4 County Administrative Cyr, District Attorney, County Counsel, and Auditor- 5 ControllerlTreasurer--Tax Collector shall file one original oftheir statements with the CourAy 8 Cleric. who shall make and retain copies and forward the originals to The Fair Pdlticsl 7 Practices Commission,which shalt be the Ming officer. The Courdy Admfntsbzffve Officer. 8 ©Wet Attorney,County Counsel,and Auditor-Conhalleftasurar-Talc Copecbr shall alto 9 file one copy ofthelr statements with the Claris to the Board of Supervisors. 40 2. As required by Government Code section 87500,subdivision(D.all other 11 department heads shall No one original afTheirstaferne'rtts withthelydepartments. Thelft 12 of kw of each department:shall shake and retain a Gy of the deparhMilt tread's StahnWnt 1a and shall forward the original to the Cteritto the Board of Supervisors. 14 3. All Cater designated employees shalt#tie one odginal aftheir statements w1h 1S theirdepastmients. All statements shall be public records and snail be made available far pu ' 17 inspectlon and reproduction. (Gov.Code,§81008.) 18 Adopted at a regular meefktg of the Board of Supervisors,held on the 23rd day 19 of Febmax,► ,19 9e.by1hafatiovuing vote,to wit: 20 ' Ayes: Suparvis=a Ka14;L n, Case. Ax=bul.a, alum, 'Levy 21 Noes: Nacre Absent: None 0 23 24 AMSSTz CF BOA81Q SHAD asawow. cum 25 130M OF SQP8RVZ8086 7F 26 27 $x► . 28 Pile #35123 Agenda #28 Resolution 999•-0$6 2 ,EXHIBIT B EXHIBIT uA" PUBLIC WORKS AND PLANNING Classification Catenory Accountant I I It 2 Architect 1 Assistant Real Property Agent 1 Associate Real Property Agent 1 Building Inspector I I If 1 Building Plans Engineer 1 Capital Projects Division Manager 1 Chief Building Inspector 1 Chief of Field Surveys 1 Community Development Manager 1 Consultant • Deputy Director of Planning 1 Deputy Director of Public Works 1 Development Services Manager 1 Director of Public Works and Planning 1 Disposal Site Supervisor 2 Engineer I I II I III 1 Field Survey Supervisor 3 Housing Rehabilitation Specialist 1111 1 Information Technology Analyst I I If I III i 1V 2 Planner 1111 1111 1 Principal Accountant 1 Principal Engineer 1 Principal Planner 1 Principal Staff Analyst 1 Public Works and Planning Business Manager 'I Public Works Division Engineer 1 Resources Manager 1 Road Maintenance Supervisor 2,3 Road Superintendent 1 Senior Accountant 2 Senior Economic f)evelopmentAnalyst 1 Senior Engineer 1 Senior Engineering Technician 2 Senior Geologist 1 Senior Information Technology Analyst 2 ' Senior Planner 1 Senler Real PrapertyAgent-- ---4 i-.^/WHIT B Classification Category Senior Staff Analyst 4 Senior Systems and Procedures Analyst 2 Staff Analyst I/If/ill 1 Supervising Accountant 2.3 Supervising Building Inspector i Supervising Engineer I Supervising WaterAlNastewater Specialist 2,3 Systems and Procedures Analyst I/lI/Ill 2 Systems and Procedures Manager 2 Traffic Maintenance Supervisor 2 * Consuftnts 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. . - E'XHIB[T B EXHIBIT air .PUBLIC V4iMKS ANR PLANNINQ i. Persons In this category mast disclose ail investments,Interests In real property and Income,and business pasMons. Flnat'tcial Interests ere rgarteble d*if Imtbd within or sL4ect to the jurisdiction of Fresno Cam*, or If the business sr*t!&-doing business orplanning to do business In the jurisdic tion,orhas clone butinasswi#hin the 7urisdicdoirt at errtlme during the twee year`s pttctftd"th�flllg of the stateftiets. Real . property shalt be deemed to be v thln the judo dlcfflon°of the Ccwnty I It is located within or not more than two miles outside the boundaries of the County(Including lw ir=rporatsd sit€es), or within two miles c3f any land awned or used by the County. g. Persons In this c Edegaty shell dtsctose all investments In,Inom tsfnom,and business poslflons with any business entity which,and tthe last two years,has contracted or in the future may forsaaably contract with Fresno County through its Public Marks end Planning Cepartment,.Solld Waste Commissions within the jurisdiction,orbs artyother joint powers agency Wch Fresno County Is a member to provide setvlae%supplies, materials,machinery,or equipmenUD the County. S. Persons In the category shalt disclose all Interests In renal property within the Jurisdiction. Real Property shell be deemed to be wlttdn the joule cdon if tie Amy or any part of It Is located within or not more#hen two tulles outside the bmndades of Fresno Cathy(Including Its incorporated tiles}ar within two nrite cf any lend owned or operated by the Courtly. Attachment C SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a corporation's board of directors of the Consultant, must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Page 1 of 2 Attachment C (1)Company Board Member information. Name: Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure(Please describe the nature of the self-dealing transaction you area party to): (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): (5)Authorized Signature Signature: Date: Page 2of2