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Agreement A-17-319 with Mechanical Design Concepts Inc..pdf
17-0552 Agreement No. 17-319 MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 THIS AGREEMENT is made and entered into this 20th day of June , 2017, between the 2 County of Fresno, a political subdivision of the State of California, (hereinafter called "COUNTY"), and 3 MECHANICAL DESIGN CONCEPTS INC., a California corporation, located at 1060 W. Sierra, Suite 101, 4 Fresno, CA 93711 (hereinafter called "CONSULTANT"). 5 WITNESSETH : 6 WHEREAS, the COUNTY desires to retain a CONSULTANT Architect to assist the COUNTY 7 Capital Projects Division Manager or his/her designated Project Manager in completing various projects 8 and advanced planning for future projects in the COUNTY's Capital Improvement Programs and other 9 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 professionals, a 12 selection committee selected said CONSULTANT to provide the COUNTY with Mechanical Engineering 13 services for said projects; and 14 WHEREAS, the COUNTY Capital Projects Division Manager or his/her designated Project 15 Manager shall administer this Agreement; and 16 WHEREAS, the professional Mechanical Engineering services of the CONSULTANT may be 17 utilized by the Department of Public Works and Planning and other COUNTY Departments;and 18 WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform Mechanical 19 Engineering services for all projects, and 20 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform Mechanical 21 Engineering services. 22 NOW,THEREFORE,the parties hereto have and by these presents do agree as follows: 23 I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS 24 A. The COUNTY hereby contracts with the CONSULTANT as an independent contractor to 25 provide Mechanical Engineering services as described in Article II and enumerated in Article III herein. 26 B. The CONSULTANT's services shall be performed as expeditiously as is consistent with 27 professional skill and the orderly progress of the work, based on project schedules prepared by the 28 COUNTY Capital Projects Division Manager or his/her designated Project Manager. Page l of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 C. The CONSULTANT shall notify the COUNTY of the names and classifications of 2 employees assigned to a project, and shall not change such assignments without prior notification to and 3 approval by COUNTY. 4 D. If requested by the COUNTY,the CONSULTANT shall retain qualified subconsultant(s)to 5 assist in completing the work. All subconsultants used by the CONSULTANT shall be approved by the 6 COUNTY before they are retained by the CONSULTANT, which approval shall not be unreasonably 7 withheld. Should CONSULTANT retain subconsultants, the maximum Total Fee compensation that may 8 be paid to CONSULTANT hereunder,as specified in Article V below,shall not be increased. 9 E. The CONSULTANT shall not submit bids, or sub-bids,for the contract construction phase 10 of any project for which CONSULTANT provides services hereunder. The CONSULTANT, and all other 11 service providers, shall not provide any project related services for, or receive any project related 12 compensation from any construction contractor, subcontractor or service provider awarded a construction 13 contract for all or any portion of any project for which CONSULTANT provides services hereunder. The 14 CONSULTANT, and all other service providers, may provide services for, and receive compensation from 15 a construction contractor, subcontractor or service provider who has been awarded a construction contract 16 for all or any portion of such a project, provided that such services are provided for, and compensation 17 received for,work outside the scope of this Agreement. 18 The contact person(s)for the CONSULTANT shall be: 19 Name: Michael Cantelmi, P.E. Position President 20 Telephone: (559)437-0376 Fax:(559)437-0297 21 E-Mail: mikec mdcen rq com 22 II. DESCRIPTION OF THE WORK COVERED BY THIS AGREEMENT: 23 A. The work covered by this Agreement is for all or a portion of the services enumerated under 24 Article III for various projects on an as needed basis. The CONSULTANT agrees to provide the 25 professional services that are necessary for each project when expressly authorized in writing by the 26 Capital Projects Division Manager or his/her designated Project Manager. Such work by CONSULTANT 27 shall not begin until CONSULTANT has received a written Notice to Proceed from COUNTY authorizing 28 the necessary project services, the agreed upon not-to-exceed fee for the project in accordance with the Page 2 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 approved hourly fee schedule (Exhibit A, attached) and scope of work. All submittals of documents 2 associated with the project by the CONSULTANT will be made in both hard copy and electronic format. 3 B. Throughout the term of this Agreement, the CONSULTANT shall collaborate and partner with 4 the COUNTY and other project participants in the interest of maintaining the project budget and schedule 5 and minimizing claims. Partnering may be instituted during design and/or during construction phases. 6 The scope of the project will determine the level of partnering to be implemented. Sessions shall be 7 attended by all associated project and executive level staff requested by COUNTY, at no additional cost to 8 COUNTY. All sessions are to be conducted at the Fresno County Plaza Building, 2220 Tulare Street, 9 Fresno, California 93721, although the location of any session(s) is subject to change upon notice by 10 COUNTY. 11 III. CONSULTANT'S SERVICES: 12 A. Phase 1, Programming and Schematic Design: 13 The CONSULTANT shall for each project: 14 1. Ascertain the requirements through a meeting with the Capital Projects Division Manager 15 or his/her designated representative and a review of an existing schematic layout of each project if such 16 layout is available. 17 2. Confirm existing building systems, including electrical, mechanical, plumbing, 18 communications, telephones, and computers through visual observations, review of record documents, 19 and discussions with the COUNTY Internal Services Department, Facility Services Division, Facility 20 Services manager, as appropriate for each specific project. CONSULTANT shall not be responsible for 21 unknown conditions that could not be reasonably identified through the methods described herein. 22 (COUNTY's floor plans provided to CONSULTANT may not show all of the exact wall locations and 23 functions indicated on those plans.) 24 3. Meet with COUNTY staff every two (2) weeks or more often if necessary to review the 25 progress of the project. CONSULTANT shall prepare brief minutes of meetings conducted. The minutes, 26 including any direction provided by the COUNTY,shall be provided at least four(4)days in advance of the 27 next progress meeting. Meet with the Board of State and Community Corrections (BSCC), California 28 State Fire Marshal (CSFM), and/or local or other jurisdictional building officials as appropriate for the Page 3 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 specific project,to review applicable building, seismic, and health codes and to confirm compliance with all 2 code requirements applicable to the project. 3 4. Prepare and submit an opinion of probable construction cost identifying significant area 4 and system components of the project. The opinion of probable construction cost shall identify design 5 contingency and escalation amounts to the mid-point of the proposed construction period. 6 5. Monitor and keep COUNTY informed regarding the impact of design issues on the project 7 budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design such 8 reasonable changes as the COUNTY deems appropriate, as a result of the COUNTY's review process 9 and impact on the budget or opinion of probable construction cost. If CONSULTANT disagrees with the 10 COUNTY's request, such disagreement must be registered in writing and the COUNTY will attempt to I 1 reconcile such disagreement. If it is impossible to make a reconciliation, the written disagreement will 12 become a part of the project's record. However, CONSULTANT shall then comply with the COUNTY's 13 request. 14 B. Phase 2, Design Development(Preliminary Design): 15 The CONSULTANT shall: 16 1. Review the progress and content of the drawings and cost estimate every two (2) weeks 17 in meetings with the COUNTY, and prepare brief minutes thereof. CONSULTANT must monitor and keep 18 COUNTY informed regarding the impact of design issues on the project budget. Upon the request of the 19 COUNTY, CONSULTANT shall incorporate into the design such reasonable design and operations 20 changes as the COUNTY deems appropriate as a result of the COUNTY's review processes and impact 21 on the project budget or opinion of probable construction cost. If CONSULTANT disagrees with the 22 COUNTY's request, such disagreement must be registered in writing and the COUNTY will attempt to 23 reconcile such disagreement. If it is impossible to make a reconciliation, the written disagreement will 24 become part of the project's record. However, CONSULTANT shall then comply with the COUNTY's 25 request. 26 2. Prepare a detailed design development opinion of probable construction cost, which shall 27 identify the construction components, building systems, and requirements of the project. 28 a. The opinion of probable construction cost shall be projected to the midpoint of the Page 4 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 probable construction period and include material and labor unit costs, overhead, profit, insurance, taxes, 2 general requirements, supervision, and difficulty factors and be organized in the CSI Uniformat or 3 Masterformat. 4 b. The opinion of probable construction cost shall identify escalation and design 5 contingency amounts,which must be approved by the COUNTY. 6 3. Review and confirm with COUNTY staff the construction budget. 7 4. Continue to incorporate into the design in the succeeding phases of the CONSULTANT's 8 work the changes identified from project approval of the design development (preliminary design) and 9 proceed with the next phase only if expressly authorized in writing by COUNTY. 10 C. Phase 3 Construction Documents 11 The CONSULTANT shall: 12 1. Monitor and keep COUNTY informed regarding the impact of design issues on the project 13 budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design such 14 reasonable changes, as the COUNTY deems appropriate as a result of the COUNTY's review processes 15 and impact on the project budget or opinion of probable construction cost. 16 2. Review, comment, and/or make recommendations on the form and content of the 17 COUNTY's General Conditions, Special Conditions, and Bid Form as they apply towards this project, if the 18 project is to be placed out to bid. 19 3. Submit to the COUNTY the projected and final construction opinion of probable 20 construction cost organized in the CSI Masterformat for the base bid work and alternate bid items. The 21 opinion of probable construction cost shall be projected to the midpoint of the scheduled construction 22 period to be scheduled by the COUNTY. Differences between the design development (preliminary) and 23 final opinion of probable construction cost shall be explained in writing. 24 4. Verify the reasonableness of the estimated construction period for construction contract 25 bidding purposes as provided by the COUNTY and identify long delivery items of materials and equipment 26 which will impact the length of the construction contract. 27 5. Submit progress originals and final originals of the calculations and opinion of probable 28 construction cost for reproduction by the COUNTY. Page 5 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 D. Phase 4, Bidding and Award: 2 The CONSULTANT shall: 3 1. Assist the COUNTY in evaluating the base bids and alternate bid items received. 4 E. Phase 5 Construction Observation: 5 The CONSULTANT shall: 6 1. Provide construction observation including but not limited to: 7 a. Recommending and assisting in the preparation of necessary change orders, with 8 supporting documentation, calculations and opinion of probable construction cost,for review and issuance 9 of change orders by the COUNTY Construction Engineer to obtain appropriate agency acceptance and 10 approval. 11 IV. COUNTY'S OBLIGATIONS: 12 The COUNTY will,for each project: 13 A. Compensate the CONSULTANT as provided in this Agreement. 14 B. Provide a"COUNTY Representative"who will represent the COUNTY and who will coordinate 15 with the CONSULTANT as appropriate to facilitate CONSULTANT'S performance of its obligations under 16 this Agreement. The COUNTY Representative will be the Capital Projects Division Manager or his/her 17 designated representative through award of the construction contract and the COUNTY Construction 18 Engineer after award of the construction contract to completion of the project by the Construction 19 Contractor. The CONSULTANT shall communicate and coordinate with the COUNTY Representative who 20 will provide the following services as appropriate for each project: 21 1. Provide basic design layouts and drawing layouts as may be required for each project 22 unless otherwise agreed by the COUNTY and the CONSULTANT. 23 2. Prepare the title sheet for each projects plans unless otherwise agreed by the COUNTY 24 and the CONSULTANT. 25 3. Loan or provide copies of any available building plans to the CONSULTANT. 26 4. Examine documents submitted to the COUNTY by the CONSULTANT and timely render 27 decisions pertaining thereto. 28 5. Provide communication between the CONSULTANT and COUNTY officials and Page 6 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 commissions (including user Department). 2 C. Give reasonably prompt consideration to all matters submitted by the CONSULTANT for 3 approval to the end that there will be no substantial delays in the CONSULTANT's program of work. Any 4 approval, authorization or request to the CONSULTANT given by the COUNTY will be binding upon the 5 COUNTY under the terms of this Agreement only if it is made in writing and signed on behalf of the 6 COUNTY by the COUNTY Representative or his/her designee. 7 V. COMPENSATION: 8 A. Total Fee: 9 1. Notwithstanding any other provisions in this Agreement, the Total Fee for the services 10 required under this Agreement shall not exceed a total amount of five hundred thousand dollars 11 ($500,000) over the entire term of this Agreement, which shall be computed at the hourly and cost rates 12 shown in Exhibit A, attached hereto and incorporated herein, and not to exceed agreed maximums for 13 each phase of each project. 14 2. The rates listed herein are to remain in effect for the duration of this Agreement. Rates 15 may be renegotiated annually after the first anniversary from the date of execution of this Agreement at 16 CONSULTANT's request. CONSULTANT's request for annual rate adjustments may not exceed the 17 Engineering News Record's Construction Cost Index or the California Consumer Price Index as published 18 by the California Department of Industrial Relations for the year,whichever is lower. 19 B. Basic Fee: 20 1. Within the Total Fee amount of five hundred thousand dollars ($500,000)over the entire 21 term of this Agreement, the Basic Fee for each project shall be as mutually agreed to in writing between 22 CONSULTANT and Capital Projects Division Manager or his/her designated representative. 23 2. All expenses incidental to CONSULTANT's performance of services under Article III of 24 this Agreement shall be borne by CONSULTANT. Incidental expenses include, but may not be limited to, 25 transportation and travel, postage and courier services, photo and duplicating services, telephone and 26 facsimile charges, computer storage media, drawing and plotting media, printing of"check print" plans and 27 plan sets and documents specifically required by the provisions of Article III of this Agreement. 28 3. CONSULTANT shall not add markup percentages or costs to subconsultant's costs or Page 7 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 incidental costs unless expressly authorized in writing by the COUNTY. 2 a. If the CONSULTANT becomes aware of potential unforeseen expenses that would 3 not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the COUNTY in 4 writing of the extent and nature of such expenses or services. Upon mutual agreement of the 5 CONSULTANT and the COUNTY Representative, the scope of work and agreed fee for a project may be 6 amended in writing to cover such unforeseen expense or cost. 7 C. Payments: 8 1. Progress payments will be made by the COUNTY upon receipt of the CONSULTANT's 9 monthly invoices and approval by COUNTY thereof based on the COUNTY's evaluation of the completion 10 of the respective components of the project(s). Invoices shall clearly identify the specific project, the 11 phase of the project,the percent of the work completed, agreed maximum fee,and description of the work 12 performed, and shall be submitted with the documentation identified in paragraph V.C.5 below. 13 CONSULTANT shall submit separate invoices for each phase of each project for work being performed 14 under this contract. Invoices shall be forwarded to: 15 Stuart G. Seiden, Division Manager 16 Capital Projects Division 17 Fresno County Public Works &Planning Department 18 2220 Tulare Street, Suite 610 19 Fresno, CA 93721-2104 20 2. Upon receipt of a proper invoice, the COUNTY Department of Public Works & Planning will 21 take a maximum of five (5) working days to review, approve, and submit it to the COUNTY Auditor- 22 Controller I Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices will be returned to the 23 CONSULTANT for correction and resubmittal. Payment, less retention, will be issued to CONSULTANT 24 within forty (40) calendar days of the date the Auditor-Controller/Treasurer-Tax Collector receives the 25 approved invoice. 26 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the earned 27 compensation in accordance with the provisions of Article VII of this Agreement. 28 4. An unresolved dispute over a possible negligent error or omission may cause payment of Page 8 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 CONSULTANT fees in the disputed amount to be withheld by the COUNTY. 2 5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY request, pre- 3 approved documentation, that complete payment, less a five percent (5%) retention, has been made by 4 CONSULTANT to all subconsultants as provided herein for all previous invoices paid by the COUNTY. 5 However, the parties do not intend that the foregoing creates in any subconsultant or subcontractor a third 6 party beneficiary status or third party beneficiary rights,and expressly disclaim any such status or rights. 7 6. Final invoice,and separate invoice for retentions, shall be submitted to COUNTY no later than 8 thirty (30) days after a specific project is completed. Payment for retentions for each project shall not be 9 made until all services are completed for that project in accordance with the provisions of Article III. 10 7. In the event the COUNTY reduces the scope of a specific project, the CONSULTANT will be 11 compensated on an hourly basis, not to exceed the agreed maximum for that authorized phase,for actual 12 work completed and accepted by the COUNTY in accordance with the terms of this Agreement. 13 VI. COMPENSATION RECORDS: 14 The CONSULTANT shall keep complete records for a period in accordance with the provisions of 15 Article VIII.0 showing the hours and description of activities performed by each person who works on the 16 project and all associated costs or charges applicable to work covered by the basic fee. The 17 CONSULTANT will be responsible for all subconsultants keeping similar records. 18 VII. RETENTION FROM EARNED COMPENSATION: 19 The COUNTY is entitled to and may withhold a five percent (5%) retention from the earned 20 compensation of the CONSULTANT separately for each project. Such retention from earned 21 compensation may, at the COUNTY'S option, be applied to all phases of the consultant services of a 22 project to be provided under this Agreement, including those phases completed. 23 Vill. AUDITS ACCOUNTING AND INSPECTIONS ACCESS: 24 A. The CONSULTANT shall establish accounting and bookkeeping practices including, but not 25 limited to,employee time cards, payrolls, and other records of transactions including those to be paid from 26 State Grant and Federal Grant funds in accordance with the performance of this Agreement. 27 B. The CONSULTANT shall at any time during regular business hours, and as often as the 28 COUNTY may deem necessary, make available for examination by the Comptroller General of the United Page 9 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 States, HUD, State of California or the COUNTY Auditor-Controller / Treasurer-Tax Collector, or their 2 authorized representatives, all of CONSULTANT'S records and data with respect to matters covered by 3 this Agreement. The CONSULTANT shall permit Federal, State, or COUNTY authorities to audit and 4 inspect all invoices, materials, payrolls, records of personnel, conditions of employment, and other data 5 relating to matters covered by this Agreement. 6 C. The CONSULTANT shall be subject to the examination and audit of the Auditor General for a 7 period of three(3)years after final payment under this Agreement(Government Code Section 8546.7). 8 IX. ERRORS OR OMISSION CLAIMS AND DISPUTES: 9 A. Definitions: 10 1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of professional 11 services, acting as a business entity (owner, partnership, corporation, joint venture or other business 12 association)in accordance with the terms of an Agreement with the COUNTY. 13 2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of right, 14 adjustment or interpretation of contract terms, payment of money, extension of time, change orders, or 15 other relief with respect to the terms of the contract. The term "Claim" also includes other disputes and 16 matters in question between the COUNTY and CONSULTANT arising out of or relating to the contract. 17 Claims must be made by written notice. The provisions of Government Code Section 901,et seq., shall 18 apply to every claim made to COUNTY. The responsibility to substantiate claims shall rest with the party 19 making the claim. The term "Claim" also includes any allegation of a negligent error or omission by the 20 CONSULTANT. 21 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the following 22 procedures are established in the event of any claim or dispute by COUNTY or CONSULTANT alleging a 23 negligent error, act, or omission. 24 1. Claims, disputes or other matters in question between the parties, arising out of or relating 25 to this Agreement,shall not be subject to arbitration, but shall be subject to the following procedures. 26 2. The Capital Projects Division Manager or his/her designated representative of and 27 CONSULTANT shall meet and confer and attempt to reach agreement on any dispute, including what 28 damages have occurred, the measure of damages and what proportion of damages, if any,shall be paid Page 10 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 by either party. The parties agree to consult and consider the use of mediation or other form of dispute 2 resolution prior to resorting to litigation. 3 3. If the COUNTY and CONSULTANT cannot reach agreement under the immediately 4 preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all parties, be submitted to a 5 panel of three (3)for a recommended resolution. The CONSULTANT and the COUNTY shall each select 6 one (1) member of the panel, and the third member shall be selected by the other two panel members. 7 The discovery rights provided by California Code of Civil Procedure for civil proceedings shall be available 8 and enforceable to resolve the disputed issues. Either party requesting this dispute resolution process 9 shall, when invoking the rights to this panel, give to the other party a notice describing the claims,disputes 10 and other matters in question. Prior to twenty(20)days before the initial meeting of the panel, both parties 11 shall submit all documents such party intends to rely upon to resolve such dispute. If it is determined by 12 the panel that any party has relied on such documentation, but has failed to previously submit such 13 documentation on a timely basis to the other party, the other party shall be entitled to a twenty (20)-day 14 continuance of such initial meeting of the panel. The decision by the panel is not a condition precedent to 15 arbitration, mediation or litigation. 16 4. Upon receipt of the panel's recommended resolution of the dispute issues,the COUNTY 17 and the CONSULTANT shall again meet and confer and attempt to reach agreement. If the parties still 18 are unable to reach agreement, each party shall have recourse to all appropriate legal and equitable 19 remedies. 20 C. The procedures to be followed in the resolution of claims and disputes may be modified at any 21 time by mutual agreement of the parties hereto. 22 D. The CONSULTANT shall continue to perform its obligations under this Agreement pending 23 resolution of any dispute, and the COUNTY shall continue to make payments of all undisputed amounts 24 due under this Agreement. 25 E. When a claim by either party has been made alleging the CONSULTANT's negligent error, 26 act, or omission,the COUNTY Capital Projects Division Manager or his/her designated representative and 27 the CONSULTANT shall meet and confer within twenty-one (21) days after the written notice of the claim 28 has been provided. Page 11 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 X. JOINDER OF PARTIES: 2 The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of any tier, 3 suppliers and construction lenders shall all be bound by the dispute resolution provisions of this 4 Agreement, and immediately upon demand of COUNTY or CONSULTANT, shall participate in and shall 5 become parties to the dispute resolution process, provided they have signed any document that 6 incorporates or refers to the dispute resolution provisions of this Agreement. Failure of CONSULTANT, 7 whether intended or inadvertent, to ensure that such nonparties have signed such a document shall inure 8 only to CONSULTANT' detriment, if any there be. COUNTY shall not suffer a detriment by 9 CONSULTANT's action or inaction in this regard. If such a party after due notice fails to appear at and 10 participate in the dispute resolution proceedings, the panel established in accordance with the provisions 11 of paragraph IX.B.3 shall make a decision based on evidence introduced by the party or parties who do 12 participate. 13 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS: 14 A. The CONSULTANT will review and analyze construction contract claims and recommend 15 resolution of them as soon as possible following receipt of demand by COUNTY. 16 B. Within a reasonable time after receipt of a claim, the CONSULTANT shall provide a written 17 analysis of the claim to the COUNTY,signed by the CONSULTANT and any affected subconsultants. The 18 written analysis shall include the CONSULTANT' professional opinion of the responsibility for payment of 19 the claim, with supporting facts and documentation. A copy of the written analysis shall be provided to the 20 respective insurance adjusters for CONSULTANT and any affected subconsultant. 21 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the following 22 actions,within ten(10)days of receipt of a claim: 23 1. Request additional supporting data from the claimant, requiring that such data be 24 supplied within ten (10)days of the request; 25 2. Submit a schedule to the parties indicating when the CONSULTANT expects to respond 26 to the claim, which schedule shall not exceed thirty(30) days from CONSULTANT' original receipt of the 27 claim; 28 3. Recommend rejection of the claim in whole or in part, stating the reasons for such Page 12 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 rejection; 2 4. Recommend approval of the claim by the other party,or 3 5. Suggest a compromise. 4 D. In every case, CONSULTANT shall provide its recommended resolution of a claim within thirty 5 (30) days from the original receipt of claim, unless the CONSULTANT obtains COUNTY's prior written 6 approval. 7 XII. INDEPENDENT CONTRACTOR: 8 A. In performance of the work, duties, and obligations assumed by CONSULTANT under this 9 Agreement, it is mutually understood and agreed that CONSULTANT, including any and all of 10 CONSULTANT's officers, agents and employees, will at all times be acting and performing as an 11 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 12 employee,joint venturer, partner or associate of the COUNTY. Furthermore, COUNTY shall have no right 13 to control or supervise or direct the manner or method by which CONSULTANT shall perform its work and 14 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that 15 CONSULTANT is performing its obligations in accordance with the terms and conditions thereof. 16 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules and 17 regulations, if any,of governmental authorities having jurisdiction over matters the subject thereof. 18 B. Because of its status as an independent contractor, CONSULTANT shall have absolutely no 19 right to employment rights and benefits available to COUNTY employees. CONSULTANT shall be solely 20 liable and responsible for providing to,or on behalf of its employees all legally required employee benefits. 21 In addition, CONSULTANT shall be solely responsible and save COUNTY harmless from all matters 22 relating to payment of CONSULTANT's employees, including compliance with Social Security, withholding, 23 and all other regulations governing such matters. It is acknowledged that during the term of this 24 Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or to this 25 Agreement. 26 XIII. PARTIES BOUND BY AGREEMENT: 27 This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their respective 28 successors in interest, legal representatives, executors, administrators, and assigns with respect to all Page 13 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 covenants as set forth herein. 2 XIV. REQUIRED APPROVALS: 3 It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer any of 4 CONSULTANT's rights, duties, or obligations under this Agreement, without the prior express, written 5 consent of the COUNTY. Such consent and approval may be given only by the COUNTY Board of 6 Supervisors. 7 XV. COMPLIANCE WITH LAWS: 8 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances, regulations, 9 and Fresno County Charter Provisions in effect at the time of CONSULTANT's performance of the 10 professional services to be provided hereunder. 11 B. CONSULTANT shall submit a current version of its Illness and Injury Prevention Plan (IIPP), 12 applicable safety programs and contact information for the CONSULTANT's responsible person for these 13 programs to the COUNTY Representative at the time this AGREEMENT is signed by the CONSULTANT. 14 Throughout the term of this AGREEMENT, Consultant shall provide updates to the safety plans and 15 programs to the COUNTY Representative as they are implemented. 16 XVI. GOVERNING LAW: 17 A. Any controversy or claim arising out of or relating to this Agreement which cannot be amicably 18 settled without court action shall be litigated either in a State court for Fresno County, California, or in the 19 U.S. District Court for the Eastern District of California,located in Fresno County. 20 B. The rights and obligations of the parties and all interpretations and performance of this 21 Agreement shall be governed in all respects by the laws of the State of California. 22 XVII. AMENDMENTS: 23 Any changes to this Agreement requested either by the COUNTY or CONSULTANT may only be 24 effected if mutually agreed upon in writing by duly authorized representatives of the parties hereto. This 25 Agreement shall not be modified or amended, nor shall any rights of a party hereto be waived, except by 26 such in writing. 27 XVIII. CONSULTANT'S LEGAL AUTHORITY: 28 A. Each individual executing this Agreement on behalf of CONSULTANT hereby covenants, Page 14 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 warrants, and represents: 2 1. That he or she is duly authorized to execute and deliver this Agreement on behalf of such 3 corporation in accordance with a duly adopted resolution of the corporation's board of directors and in 4 accordance with such corporation's articles of incorporation or charter and bylaws; 5 2. That this Agreement is binding upon such corporation;and 6 3. That CONSULTANT is a duly organized and legally existing corporation in good standing in 7 the State of California. 8 XIX. HOLD HARMLESS: 9 A. CONSULTANT agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend 10 the COUNTY, its officers, agents, and employees from any and all costs and expenses, damages, 11 liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or 12 failure to perform, by CONSULTANT, its officers, agents, or employees under this Agreement, and from 13 any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any 14 person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of 15 CONSULTANT, its officers,agents,or employees under this Agreement. 16 B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in the defense 17 of any claim, suit, or other action alleging liability, arising from the performance or failure to perform of any 18 COUNTY construction contractor or subcontractor in connection with any project for which CONSULTANT 19 has been retained under Article III above. Such cooperation may include an agreement to prepare and 20 present a cooperative defense after consultation with CONSULTANT's professional liability insurance 21 carrier. 22 XX. LIABILITY INSURANCE: 23 A. Prior to commencing the duties under the Agreement with the COUNTY, the CONSULTANT 24 shall furnish the COUNTY, at no additional cost to the COUNTY, certificates for the following insurance 25 policies which shall be kept in force during the term of the Agreement (i.e., until the Agreement is 26 terminated or it expires), and for such additional time as may be specified herein with respect to a 27 particular type of policy. 28 1. Commercial General Liability Insurance or Comprehensive General Liability Insurance, Page 15 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 naming the COUNTY as an additional insured, with limits of not less than one million dollars($1,000,000) 2 per occurrence,with an annual aggregate of not less than two million dollars($2,000,000). 3 2. Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than 4 two hundred fifty thousand dollars ($250,000) per person, five hundred thousand dollars ($500,000) per 5 accident and for property damages of not less than fifty thousand dollars ($50,000), or such coverage with 6 a combined single limit of five hundred thousand dollars ($500,000). 7 3. Worker's Compensation insurance policy as required by the California Labor Code. 8 4. Professional Liability Insurance: 9 a. Professional Liability Insurance with limits of not less than one million dollars 10 ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and with a deductible 11 not to exceed fifty thousand dollars($50,000). 12 b. CONSULTANT and subconsultants shall make full disclosure, in writing to the 13 COUNTY, of all pending and open claims and disputes during the course of this Agreement that affect the 14 specified aggregate limits of the Professional Liability Insurance policy. 15 c. Professional Liability Insurance shall be kept in force for a minimum of two (2) years 16 past the date of final payment to CONSULTANT, and including the full and final resolution of all claims, 17 disputes, and matters in question regarding the project. 18 d. In the event that CONSULTANT voluntarily changes, or involuntarily changes due to 19 circumstances beyond its control, its Professional Liability Insurance policy carrier during the period such 20 coverage is required to be in force (as specified in the immediately preceding subparagraph c. of this 21 Article A Section A, Paragraph 4), such new policy shall include prior acts coverage retroactive, at least, 22 to the date of execution of this Agreement. CONSULTANT may, at its option and expense, purchase 23 supplemental or "tail' coverage from the former policy carrier, negotiate a retroactive reporting date with 24 the new policy carrier for claims incurred but not reported as of the date of change in policy carrier, and 25 shall in any event maintain Professional Liability Insurance in a manner that provides continuous coverage 26 to the COUNTY throughout the term of this Agreement, and for a period of two(2) years past the issuance 27 of final payment to the CONSULTANT. 28 B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice of any Page 16 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 expiration,cancellation or reduction in the coverage of any of the aforesaid policies. 2 C. The COUNTY, its officers, agents and employees, individually and collectively, shall be 3 named as an additional insured under the policy for Commercial General Liability Insurance or 4 Comprehensive General Liability Insurance, but only insofar as the operations under this Agreement are 5 concerned. Such coverage of COUNTY as additional insured shall apply as primary insurance and any 6 other insurance, or self-insurance, maintained by the COUNTY, its officers, agents, and employees, shall 7 be excess only and not contributing with insurance provided under the CONSULTANT's policies herein. 8 D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein 9 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 10 Agreement upon the occurrence of such event. 11 E. All policies shall be issued by admitted insurers licensed to do business in the State of 12 California and possessing a current A.M. Best, Inc. rating of A FSC VII or better. 13 XXI. OWNERSHIP OF DOCUMENTS: 14 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership rights of the 15 drawings and the work-product of CONSULTANT for each project, to the fullest extent permitted by law. 16 In this regard, CONSULTANT acknowledges and agrees that CONSULTANT's services are on behalf of 17 COUNTY and are "works made for hire," as that term is defined in copyright law, by COUNTY; that the 18 drawings and work-product to be prepared by CONSULTANT are for the sole and exclusive use of 19 COUNTY, and shall be the sole property of COUNTY and its assigns, and the COUNTY and its assigns 20 shall be the sole owner of all patents, copyrights, trademarks, trade secrets and other contractual and 21 intangible rights of any kind or nature in connection therewith;that all the contractual or intangible rights of 22 any kind or nature, title, and interest in and to the drawings and work-product will be transferred to 23 COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to obtain and enforce patents, 24 copyrights,trademarks,trade secrets, and other contractual and intangible rights relating to said drawings 25 and work-product; that COUNTY shall be and become the owner of such drawings and work product, free 26 and clear of any claim by CONSULTANT or anyone claiming any right through CONSULTANT. 27 CONSULTANT further acknowledges and agrees that COUNTY's ownership rights in such drawings and 28 work product shall apply regardless of whether such drawings or work product, or any copies thereof, are Page 17 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For the purpose of 2 this Agreement the terms "drawings and work-product" shall mean all reports and study findings 3 commissioned to develop the design of each project, drawings and schematic or preliminary design 4 documents of each project, certified reproducibles of the original final construction contract drawings of 5 each project, specifications of each project, the approved opinion of probable construction cost of each 6 project, record drawings of each project, as-built plans of each project, and discoveries, developments, 7 designs, improvements, inventions, formulas, processes, techniques, or specific know-how and data 8 generated or conceived or reduced to practice or learning by CONSULTANT, either alone or jointly with 9 others, that result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County 10 acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs previously 11 developed or used by the CONSULTANT, or developed by the CONSULTANT without COUNTY 12 compensation, shall remain the property of the CONSULTANT and use is granted to COUNTY only for the 13 specific project undertaken under this agreement. 14 B. If a project is terminated prior to completion of the construction document phase of any project 15 under Article III, a reproducible copy and electronic files of documents as completed at the time of 16 termination of the project shall be submitted by CONSULTANT to the COUNTY, which may use them to 17 complete each project in future phases. 18 C. If the project is terminated at the completion of the construction document phase of any 19 project, a reproducible copy and electronic files of final construction contract drawings (both.dwg and .pit 20 files), specifications, and approved opinion of probable construction cost shall be submitted by 21 CONSULTANT to COUNTY. 22 D. Documents,including drawings and specifications, prepared by CONSULTANT for any project 23 pursuant to this Agreement are not intended or represented to be suitable for reuse by COUNTY or others 24 on extensions of the services provided for that project or any other project. Any use of completed 25 documents for other projects and/or any use of uncompleted documents will be at COUNTY's sole risk and 26 without liability or legal exposure to CONSULTANT. 27 E. COUNTY has requested that certain machine readable information and CAD data on 28 construction documents be provided by CONSULTANT for each project under this Agreement. Such Page 18 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 machine readable information and CAD data are more specifically described in Article III. CONSULTANT 2 shall not be liable for claims, liabilities or losses arising out of, or connected with: 3 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of such 4 machine readable information and CAD data; or 5 2. Decline of accuracy or readability of machine readable information and CAD data due to 6 inappropriate storage conditions or duration;or 7 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine readable 8 information and CAD data for additions to any such project or for the completion of any such project by 9 others,or for other projects. 10 XXII. TIME OF COMPLETION: 11 A. Upon request of the Capital Projects Division Manager or his/her designated representative, 12 the CONSULTANT shall submit for the Capital Projects Division Manager or his/her designated 13 representative's approval, schedules for the performance of the CONSULTANT's services which may be 14 adjusted by mutual agreement as the projects proceed, and shall include allowances for periods of time 15 required for the COUNTY's review and approval of submissions by authorities having jurisdiction over the 16 projects. Time limits established by these schedules approved by Capital Projects Division Manager or 17 his/her designated representative shall not, except as provided in this Agreement, be exceeded by the 18 CONSULTANT. 19 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall provide 20 such services in a timely manner. Failure of the CONSULTANT to meet any deadline listed in the above- 21 referenced schedules once such failure continues more than seven (7) calendar days past the specified 22 completion date (unless the delay is attributable to the COUNTY or State), is sufficient cause to 23 immediately terminate this Agreement,at the option of the COUNTY, in accordance with Section XXIV.C. 24 XXIII. TERM: 25 The term of this Agreement shall be for a period of three (3) years, commencing on the effective 26 date as first set forth hereinabove. This Agreement may be extended for a maximum of two(2) additional 27 consecutive one-year periods upon approval of both parties no later than thirty (30) days prior to the first 28 day of the next twelve (12) month extension period. The Director of the Department of Public Works and Page 19 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 Planning or his/her designee is authorized to execute such written approval on behalf of COUNTY based 2 on CONTRACTOR's satisfactory performance. 3 XXIV. TERMINATION OF AGREEMENT: 4 A. This Agreement may be terminated without cause at any time by the COUNTY upon thirty 5 (30)calendar days written notice. If the COUNTY terminates this Agreement, the CONSULTANT shall be 6 compensated for services satisfactorily completed to the date of termination based upon the compensation 7 rates and subject to the maximum amounts payable agreed to in Article V, together with such additional 8 services satisfactorily performed after termination which are expressly authorized by the COUNTY 9 Representative in order to conclude the work performed to date of termination. 10 B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to perform 11 pursuant to the Agreement, for reasons other than material breach by the COUNTY, the CONSULTANT 12 shall reimburse the COUNTY, up to a maximum of seven thousand, five hundred dollars ($7,500)for the 13 actual expense of issuing a Request For Proposal (RFP), engaging a new CONSULTANT, and the new 14 CONSULTANT's cost in becoming familiar with the previous CONSULTANT's design. 15 C. The COUNTY may immediately suspend or terminate this Agreement in whole or in part, 16 where in the determination of the COUNTY there is: 17 1. An illegal or improper use of funds; 18 2. A failure to comply with any term of this Agreement; 19 3. A substantially incorrect or incomplete report submitted to the COUNTY; 20 4. Improperly performed service. 21 D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any 22 breach of this Agreement or any default which may then exist on the part of the CONSULTANT, nor shall 23 such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or 24 default. The COUNTY shall have the right to demand of the CONSULTANT the repayment to the 25 COUNTY of any funds disbursed to the CONSULTANT under this Agreement, which, in the judgment of 26 the COUNTY and as determined in accordance with the procedures of Article IX ("Errors or Omissions 27 Claims and Disputes"), were not expended in accordance with the terms of this Agreement. The 28 CONSULTANT shall promptly refund any such funds upon demand. Page 20 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 E. The terms of this Agreement, and the services to be provided thereunder, are contingent on 2 the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, 3 the services provided may be modified, or this Agreement terminated at any time by giving the 4 CONSULTANT thirty(30)days advance written notice. 5 XXV. CONFLICT OF INTEREST: 6 The CONSULTANT shall comply with the provisions of the Fresno County Department of Public 7 Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein. Such compliance 8 shall include the filing of annual statements pursuant to the regulations of the State Fair Political Practices 9 Commission. 10 XXVI. DISCLOSURE OF SELF-DEALING TRANSACTIONS 11 A. This provision is only applicable if the CONSULTANT is operating as a corporation(a for-profit 12 or non-profit corporation)or if during the term of this Agreement, the CONSULTANT changes its status to 13 operate as a corporation. 14 B. Members of the CONSULTANT'S Board of Directors shall disclose any self-dealing 15 transactions that they are a party to while the CONSULTANT is providing goods or performing services 16 under this Agreement. A self-dealing transaction shall mean a transaction to which the CONSULTANT is 17 a party and in which one or more of its directors has a material financial interest. Members of the 18 CONSULTANT'S Board of Directors shall disclose any self-dealing transactions that they are a party to by 19 completing and signing a Self-Dealing Transaction Disclosure Form(attached as Exhibit C and 20 incorporated herein by this reference);and submitting it to the COUNTY prior to commencing with the self- 21 dealing transaction or immediately thereafter. 22 XXVII. ENTIRE AGREEMENT: 23 This Agreement constitutes the entire agreement between the COUNTY and the CONSULTANT 24 with respect to the subject matter hereof and supersedes all previous negotiations, proposals, 25 commitments, writings,advertisements,publications,and understandings of any nature whatsoever unless 26 expressly included in this Agreement. 27 XXVIII. SEVERABILITY: 28 Should any provision herein be found or deemed to be invalid, this Agreement shall be construed Page 21 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 as not containing such provision, and all other provisions which are otherwise lawful shall remain in full 2 force and effect, and to this end the provisions of this Agreement are hereby declared to be severable. 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 22 of 23 Pages MECHANICAL ENGINEERING CONSULTANT SERVICES AGREEMENT 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of 2 the day and year first above written. 3 /// 4 BY: 5 ichael Ca i, ident, Brian Pacheco, Chairman Mechanical Design Concepts, Inc. Board of Supervisors 6 1060 W. Sierra, Suite 101 7 Fresno, CA 93711 8 9 REVIEWED AND RECOMME ED ATTEST: 10 FOR APPROVAL Bernice E. Seidel, Clerk Board of Supervisors 11 12 BY: BY: Steven E. White, Dir c'Er Deputy 13 Department of Public Works and Planning 14 15 APPROVED AS TO LEGAL FORM Daniel C. Cederborg 16 County Counsel 17 �r 18 BY: Deputy 19 20 APPROVED AS TO ACCOUNTING VARIOUS ORGS. 21 FORM 0001/8830/10000/7295 Oscar J. Garcia CPA 0001/43601150/10000/7295 22 Auditor-Controller/Treasurer-Tax 0001/8852/10000/7295 23 Collector 24 BY: C& � 25 Deputy 26 27 28 Page 23 of 23 Pages EXHIBIT A MDC MECHANICAL DESIGN CONCEPTS, INC. 1060 W. Sierra, Suite 101 Fresno,CA 93711 Stephen A.Becker,P.E. TEL: (559)437-0376 Michael Cantelmi,P.E. FAX: (559)437-0297 Hourly Rate Schedule January 1, 2017 Hourly Rate Principal..................................................................................................................$ 160.00 Senior Mechanical Engineer...................................................................................$ 160.00 Mechanical Engineer..............................................................................................$ 125.00 Mechanical Designer/Engineer in Training...........................................................$ 110.00 Drafting.....................................................................................................................$ 85.00 Administration..........................................................................................................$ 65.00 Reimbursable Expenses .......................................................................................Cost plus 15% EXHIBIT B File #15I23 Febxuazy 23, 1999 Rmolutim 199--086 1 BEFORE THE BOARD OF SUPERVISORS 2 OF THE COUNTY OF FRESNO 3 STATE Oi=CALIFORNIA, In the matter of E Adoptfon of Standard Conflict of Interest Resolution f99-085 li Code forAll County Departments. 7 8 Whereas,the Political Reform Act, Government Code section M00 at seq., 9 requires state and local government agencies to'adopt and promulgate conflict of Interest 10 codes;and 11 Whereas,the Fair PoWical Practices Commission has.adopted a reguiat{on,2 12 Califounla Cade of Regulatione section 16730, which contains the terms of a standard ,13 conflict of interest code, and which may be amended by the Fair Political Practices 14 Comrnisdon after publla notices and hearings to cordbrm to amendments to the Political Is Reform Act;and 16 Whereas,any local agencyrnayinowporate this standard conflict of interest code, 717 and thereafter need not amend the text of its code to cordorm to future amerxfinents b the 18 PoMkai Reform Actor its raguiatlons;and Whereas, the Board of Supervisors is the code revlewing body for aft County 19 departments except courts;and 20 Whereas,the Board of Supervisors may adopt the standard conflict of interest 2i code on behalf of all County departments. 22 Now therefore be it resolved,thattheterms of 2 California Code of Regulations 23 section 1 B730, and any amendments to it duly adopted by the Fair Political Pracdces 24 Commission,are hereby incorporated by reference and,along with the Exhibits A and B 25 approved previously.today,or in the future,by this Board for each County deparbnent,in 26 which officers and employees are destgnated and disclosure categoriess are set forth, 27 28 i 'EXHIBIT B constitute the conflict of interest codes of each County department except courts. 2 Conflict of intarestibrms shalt be filed as follows: 3 1. As required by Government Code Section 87600, subdivision (a),the 4 County Administrative Officer, District Attomey, County Counsel, and Audflor- 5 ControUerlTreasurer-Tax Colleatorshelf file one original oftheir statements with the County 6 CierK who shall make and retain copies and lbrward the orfginahs to the Pair Pdffical 7 Practices Commission,which shaft be the filing officer. The County Adminfabs fve©Meer, 6 D%trfctAttorney,County Counsel,and Auditor-Contnallarfrressurer-Tax CoUsclorshat also 9 fife one copy oftheirstaternents with the Clarkin the Board of Supervisors. 10 2. As tequlred by Government Code section 87500,subdivision(D,e11 other 11 department heads shall No one ot%kW cl heirstatern"withtheirdepatfmmb. Theft 12 officer of each department:shall make and retain a copy of the department head's statmnt .13 and shall forward the original to the Cterkfo the Board of Supervisors. 14 3. All other designated employees shaft fife one original of fair statements with ,15 their departments. 16 All statements shall ba public records and shall be made available for public 17 inspection and reproductton. (Gov.Code,§81008.) 18 Adopted at a regular meeflng ofthe Board of Supervisors,held on the 23rd day of aebxnary .i9 9e,byif►efoilowing vote,to v t: 1e 20 Ayes: Supervisors rtoligiaa, Case, Aiambula-, Man, lave 21 Noesr None 22 Absent: None ip 23 24 Abt, SOA$n .A7. MTs S901 G&lmoan, 25 CLI+BK SoA of SUPERVISORS 26 t 27 Uaptmy 28 File #15123 Agenda #IS Hesolutioa 499-0Bfi 2 �•. :-.EXHIBIT B EXH(BIT"A" PUBLIC WORKS AND PLANNING Classification Cate-gory Accountant 1/(1 2 Architect 1 Assistant Real Property Agent 1 Associate Real Property Agent 1 Building Inspector I 111 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/((/III 1 Field Survey Supervisor 3 Housing Rehabirdation Specialist I/II 1 Information Technology Analyst I/Il/III/IV 2 Planner i/11/IIi 1 Principal Accountant 1 Principal Engineer 1 Principal Planner 1 Principal Staff Analyst 1 Public Works and Planning Business Manager 1 Public Works Division Engineer 1 Resources Manager 1 Road Maintenance Supervisor 2,3 Road Superintendent 1 Senior Accountant 2 Senior Economic Development Analyst 1 Senior Engineer 1 Senior Engineering Technician 2 Senior Geologist 1 Senior information Technology Analyst 2 Senior Planner 1 SeRIQF Real Agent — - - --- —' �-EXHIBIT B Classification Ca,tegoly Senior Staff Analyst 1 Senior Systems and Procedures Analyst 2 Staff Analyst I/If/11l 1 Supervising Accountant 2.3 Supervising Building Inspector 1 Supervising Engineer 1 Supervising Water/Wastewater Specialist 2,3 Systems and Procedures Analyst I/It/Ill 2 Systems and Procedures Manager 2 Traffic Malntenance 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 Worms 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'XHtBIT B EXHIBIT`�]'� PU13LIG WQRK-S ANA PLMNING 1, Persons in this category must disclose d investments, Interests In real property and Income,and business positions. FinanolW interests erergmrteble dnly fflonatedwitWn or stdaW to the jurisdiction of Fresno,QoLw* or if the business entity is•doing business orplanning to do business in the jurisdiction,or has done businesswithin the jun`sdictidn at ank itme ddit the tvYo yearb prlfftd"th&tiling orthb siafefiida Real . property shall be deemed to be within the°jurisdiction"of the County if it is located within or not more than two miles outside the boundaries of the County(including its Incorporated cities), or within two miles of any land owned or used by the County. 2. Persons In this category shell disclose all Investments in,h=ma from,and business positions with any business erd ty which,witty the last two years,has conttadted or In the future may forsseably contract with Fresno County through Its Public Warlm and Planning Depertment,.Solld Waste Commissions within the jurisdiction,or to any other joint powers agency wlllch Fresno County Is a member to provide service,supplies, materials,machinery,or ecgpmentto the County. S. Persons in the category shall disclose all Interests in neat poperty vAthln the jurisdiction. Real Property shall be deemed to be within the jurisdicton ifthe pnqperEjr or any part of It is located within or not more than two miles oLdslds the boundaries of Fresno County(including its Incorporated cities)orwithln tun mile of any lend owned or operated by ihe County. Attachment C SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a corporation's board of directors of the Consultant, must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Page 1 of 2 Attachment C (1)Company Board Member Information: Name: Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to): (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): (5)Authorized Signature Signature: Date: Page 2 of 2