HomeMy WebLinkAboutAgreement A-16-158 with Kitchell_CEM, Inc (Cost Estimating).pdfCOST ESTIMATING CONSULTANT SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this day of , 2016,
between the County of Fresno, a political subdivision of the State of California, (hereinafter
called "COUNTY"), and KITCHELL/CEM, Inc., a California corporation, located at 2750
Gateway Oaks Drive, Suite 300, Sacramento, CA 95833-3658 (hereinafter called
"CONSULTANT").
WITNESSETH:
WHEREAS, the COUNTY desires to retain a CONSULTANT Architect to assist the
COUNTY Capital Projects Division Manager or his/her designated Project Manager in
completing various projects and advanced planning for future projects in the COUNTY's
Capital Improvement Programs and other COUNTY projects; and
WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of
Supervisors’ adopted Policy governing the selection of architects, engineers, and other
professionals, a selection committee selected said CONSULTANT to provide the COUNTY
with Cost Estimating services for said projects; and
WHEREAS, the COUNTY Capital Projects Division Manager or his/her designated
Project Manager shall administer this Agreement; and
WHEREAS, the professional Architectural services of the CONSULTANT may be
utilized by the Department of Public Works and Planning and other COUNTY Departments;
and
WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform
Cost Estimating services for all projects, and
WHEREAS, said CONSULTANT represents that it is qualified and willing to perform
Cost Estimating services.
NOW, THEREFORE, the parties hereto have and by these presents do agree as follows:
I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS
A. The COUNTY hereby contracts with the CONSULTANT as an independent
contractor to provide Cost Estimating services as described in Article II and enumerated in
Article III herein.
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B. The CONSULTANT's services shall be performed as expeditiously as is
consistent with professional skill and the orderly progress of the work, based on project
schedules prepared by the COUNTY Capital Projects Division Manager or his/her designated
Project Manager.
C. The CONSULTANT shall notify the COUNTY of the names and classifications
of employees assigned to a project, and shall not change such assignments without prior
notification to and approval by COUNTY.
D. If requested by the COUNTY, the CONSULTANT shall retain qualified
subconsultant(s) to assist in completing the work. All subconsultants used by the
CONSULTANT shall be approved by the COUNTY before they are retained by the
CONSULTANT, which approval shall not be unreasonably withheld. Should CONSULTANT
retain subconsultants, the maximum Total Fee compensation that may be paid to
CONSULTANT hereunder, as specified in Article V below, shall not be increased.
E. The CONSULTANT shall not submit bids, or sub-bids, for the contract
construction phase of any project for which CONSULTANT provides services hereunder. The
CONSULTANT, and all other service providers, shall not provide any project related services
for, or receive any project related compensation from any construction contractor, subcontractor
or service provider awarded a construction contract for all or any portion of any project for
which CONSULTANT provides services hereunder. The CONSULTANT, and all other service
providers, may provide services for, and receive compensation from a construction contractor,
subcontractor or service provider who has been awarded a construction contract for all or any
portion of such a project, provided that such services are provided for, and compensation
received for, work outside the scope of this Agreement.
The contact person(s) for the CONSULTANT shall be:
Name: Rick Barton, LEED AP Position Project Director
Telephone: (559) 263-9660 Fax: (559) 936-2360
E-Mail: rbarton@kitchell.com Web: www.kitchell.com
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II. DESCRIPTION OF THE WORK COVERED BY THIS AGREEMENT:
A. The work covered by this Agreement is for all or a portion of the services
enumerated under Article III for various projects on an as needed basis. The CONSULTANT
agrees to provide the professional services that are necessary for each project when expressly
authorized in writing by the Capital Projects Division Manager or his/her designated Project
Manager. Such work by CONSULTANT shall not begin until CONSULTANT has received a
written Notice to Proceed from COUNTY authorizing the necessary project services, the agreed
upon not-to-exceed fee for the project in accordance with the approved hourly fee schedule
(Exhibit A, attached) and scope of work. All submittals of documents associated with the
project by the CONSULTANT will be made in both hard copy and electronic format.
B. Throughout the term of this Agreement, the CONSULTANT shall collaborate and
partner with the COUNTY and other Project participants in the interest of maintaining the
Project budget and schedule and minimizing claims. Partnering may be instituted during design
and/or during construction phases. The scope of the project will determine the level of
partnering to be implemented. Sessions shall be attended by all associated project and executive
level staff requested by COUNTY, at no additional cost to COUNTY. All sessions are to be
conducted at the Fresno County Plaza Building, 2220 Tulare Street, Fresno, California 93721,
although the location of any session(s) is subject to change upon notice by COUNTY.
III. CONSULTANT'S SERVICES:
A. Phase 1, Programming and Schematic Design:
The CONSULTANT shall for each project:
1. Ascertain the requirements through a meeting with the Capital Projects Division
Manager or his/her designated representative and a review of an existing schematic layout of
each project if such layout is available.
2. Confirm existing building systems, including electrical, mechanical, plumbing,
communications, telephones, and computers through visual observations, review of record
documents, and discussions with the COUNTY Internal Services Department Building
Maintenance Superintendent as appropriate for each specific project. CONSULTANT shall not
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be responsible for unknown conditions that could not be reasonably identified through the
methods described herein. (COUNTY’s floor plans provided to CONSULTANT may not show
all of the exact wall locations and functions indicated on those plans.)
3. Meet with COUNTY staff every two (2) weeks or more often if necessary to
review the progress of the project. CONSULTANT shall prepare brief minutes of meetings
conducted. The minutes, including any direction provided by the COUNTY, shall be provided
at least four (4) days in advance of the next progress meeting. Meet with the Board of State and
Community Corrections (BSCC), California State Fire Marshal (CSFM), and/or local or other
jurisdictional building officials as appropriate for the specific project, to review applicable
building, seismic, and health codes and to confirm compliance with all code requirements
applicable to the project.
4. Prepare and submit an opinion of probable construction cost identifying
significant area and system components of the project. The opinion of probable construction
cost shall identify design contingency and escalation amounts to the mid-point of the proposed
construction period.
5. Monitor and keep COUNTY informed regarding the impact of design issues on
the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
the design such reasonable changes as the COUNTY deems appropriate, as a result of the
COUNTY’s review process and impact on the budget or opinion of probable construction cost.
If CONSULTANT disagrees with the COUNTY’s request, such disagreement must be
registered in writing and the COUNTY will attempt to reconcile such disagreement. If it is
impossible to make a reconciliation, the written disagreement will become a part of the project’s
record. However, CONSULTANT shall then comply with the COUNTY’s request.
B. Phase 2, Design Development (Preliminary Design):
The CONSULTANT shall:
1. Review the progress and content of the drawings and cost estimate every two (2)
weeks in meetings with the COUNTY, and prepare brief minutes thereof. CONSULTANT
must monitor and keep COUNTY informed regarding the impact of design issues on the project
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budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into the design
such reasonable design and operations changes as the COUNTY deems appropriate as a result
of the COUNTY’s review processes and impact on the project budget or opinion of probable
construction cost. If CONSULTANT disagrees with the COUNTY’s request, such
disagreement must be registered in writing and the COUNTY will attempt to reconcile such
disagreement. If it is impossible to make a reconciliation, the written disagreement will become
part of the project’s record. However, CONSULTANT shall then comply with the COUNTY’s
request.
2. Prepare a detailed design development opinion of probable construction cost,
which shall identify the construction components, building systems, and requirements of the
project.
a. The opinion of probable construction cost shall be projected to the midpoint
of the probable construction period and include material and labor unit costs, overhead, profit,
insurance, taxes, general requirements, supervision, and difficulty factors and be organized in
the CSI Uniformat or Masterformat.
b. The opinion of probable construction cost shall identify escalation and design
contingency amounts, which must be approved by the COUNTY.
3. Review and confirm with COUNTY staff the construction budget.
4. Continue to incorporate into the design in the succeeding phases of the
CONSULTANT’s work the changes identified from project approval of the design development
(preliminary design) and proceed with the next phase only if expressly authorized in writing by
COUNTY.
C. Phase 3, Construction Documents
The CONSULTANT shall:
1. Monitor and keep COUNTY informed regarding the impact of design issues on
the project budget. Upon the request of the COUNTY, CONSULTANT shall incorporate into
the design such reasonable changes, as the COUNTY deems appropriate as a result of the
COUNTY’s review processes and impact on the project budget or opinion of probable
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construction cost.
2. Review, comment, and/or make recommendations on the form and content of the
COUNTY’s General Conditions, Special Conditions, and Bid Form as they apply towards this
project, if the project is to be placed out to bid.
3. Submit to the COUNTY the projected and final construction opinion of probable
construction cost organized in the CSI Masterformat for the base bid work and alternate bid
items. The opinion of probable construction cost shall be projected to the midpoint of the
scheduled construction period to be scheduled by the COUNTY. Differences between the
design development (preliminary) and final opinion of probable construction cost shall be
explained in writing.
4. Verify the reasonableness of the estimated construction period for construction
contract bidding purposes as provided by the COUNTY and identify long delivery items of
materials and equipment which will impact the length of the construction contract.
5. Submit progress originals and final originals of the calculations and opinion of
probable construction cost for reproduction by the COUNTY.
D. Phase 4, Bidding and Award:
The CONSULTANT shall:
1. Assist the COUNTY in evaluating the base bids and alternate bid items received.
E. Phase 5, Construction Observation:
The CONSULTANT shall:
1. Provide construction observation including but not limited to:
a. Recommending and assisting in the preparation of necessary change orders,
with supporting documentation, calculations and opinion of probable construction cost, for
review and issuance of change orders by the COUNTY Construction Engineer to obtain
appropriate agency acceptance and approval.
IV. COUNTY'S OBLIGATIONS:
The COUNTY will, for each project:
A. Compensate the CONSULTANT as provided in this Agreement.
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B. Provide a "COUNTY Representative" who will represent the COUNTY and who
will coordinate with the CONSULTANT as appropriate to facilitate CONSULTANT’S
performance of its obligations under this Agreement. The COUNTY Representative will be the
Capital Projects Division Manager or his/her designated representative through award of the
construction contract and the COUNTY Construction Engineer after award of the construction
contract to completion of the project by the Construction Contractor. The CONSULTANT shall
communicate and coordinate with the COUNTY Representative who will provide the following
services as appropriate for each project:
1. Provide basic design layouts and drawing layouts as may be required for each
project unless otherwise agreed by the COUNTY and the CONSULTANT.
2. Prepare the title sheet for each project's plans unless otherwise agreed by the
COUNTY and the CONSULTANT.
3. Loan or provide copies of any available building plans to the CONSULTANT.
4. Examine documents submitted to the COUNTY by the CONSULTANT and
timely render decisions pertaining thereto.
5. Provide communication between the CONSULTANT and COUNTY officials
and commissions (including user Department).
C. Give reasonably prompt consideration to all matters submitted by the
CONSULTANT for approval to the end that there will be no substantial delays in the
CONSULTANT's program of work. Any approval, authorization or request to the
CONSULTANT given by the COUNTY will be binding upon the COUNTY under the terms of
this Agreement only if it is made in writing and signed on behalf of the COUNTY by the
COUNTY Representative or his/her designee.
V. COMPENSATION:
A. Total Fee:
1. Notwithstanding any other provisions in this Agreement, the Total Fee for the
services required under this Agreement shall not exceed a total amount of five hundred
thousand dollars ($500,000) over the entire term of this Agreement, which shall be computed at
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the hourly and cost rates shown in Exhibit A, attached hereto and incorporated herein, and not
to exceed agreed maximums for each phase of each project.
2. The rates listed herein are to remain in effect for the duration of this Agreement.
Rates may be renegotiated annually after the first anniversary from the date of execution of this
Agreement at CONSULTANT's request. CONSULTANT’s request for annual rate adjustments
may not exceed the Engineering News Record’s Construction Cost Index or the California
Consumer Price Index as published by the California Department of Industrial Relations for the
year, whichever is lower.
B. Basic Fee:
1. Within the Total Fee amount of five hundred thousand dollars ($500,000) over
the entire term of this Agreement, the Basic Fee for each project shall be as mutually agreed to
in writing between CONSULTANT and Capital Projects Division Manager or his/her
designated representative.
2. All expenses incidental to CONSULTANT's performance of services under
Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include,
but may not be limited to, transportation and travel, postage and courier services, photo and
duplicating services, telephone and facsimile charges, computer storage media, drawing and
plotting media, printing of "check print" plans and plan sets and documents specifically required
by the provisions of Article III of this Agreement.
3. CONSULTANT shall not add markup percentages or costs to subconsultant’s
costs or incidental costs unless expressly authorized in writing by the COUNTY.
a. If the CONSULTANT becomes aware of potential unforeseen expenses that
would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall inform the
COUNTY in writing of the extent and nature of such expenses or services. Upon mutual
agreement of the CONSULTANT and the COUNTY Representative, the scope of work and
agreed fee for a project may be amended in writing to cover such unforeseen expense or cost.
C. Payments:
1. Progress payments will be made by the COUNTY upon receipt of the
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CONSULTANT's monthly invoices and approval by COUNTY thereof based on the
COUNTY's evaluation of the completion of the respective components of the project(s).
Invoices shall clearly identify the specific project, the phase of the project, the percent of the
work completed, agreed maximum fee, and description of the work performed, and shall be
submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall
submit separate invoices for each phase of each project for work being performed under this
contract. Invoices shall be forwarded to:
Stuart G. Seiden, Division Manager
Capital Projects Division
Fresno County Public Works & Planning Department
2220 Tulare Street, Suite 610
Fresno, CA 93721-2104
2. Upon receipt of a proper invoice, the COUNTY Department of Public Works &
Planning will take a maximum of five (5) working days to review, approve, and submit it to the
COUNTY Auditor-Controller / Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices
will be returned to the CONSULTANT for correction and resubmittal. Payment, less retention,
will be issued to CONSULTANT within forty (40) calendar days of the date the Auditor-
Controller/Treasurer-Tax Collector receives the approved invoice.
3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
earned compensation in accordance with the provisions of Article VII of this Agreement.
4. An unresolved dispute over a possible negligent error or omission may cause
payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
5. Concurrently with the invoices, the CONSULTANT shall provide on COUNTY
request, pre-approved documentation, that complete payment, less a five percent (5%) retention,
has been made by CONSULTANT to all subconsultants as provided herein for all previous
invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
any subconsultant or subcontractor a third party beneficiary status or third party beneficiary
rights, and expressly disclaim any such status or rights.
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6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
later than thirty (30) days after a specific project is completed. Payment for retentions for each
project shall not be made until all services are completed for that project in accordance with the
provisions of Article III.
7. In the event the COUNTY reduces the scope of a specific project, the
CONSULTANT will be compensated on an hourly basis, not to exceed the agreed maximum for
that authorized phase, for actual work completed and accepted by the COUNTY in accordance
with the terms of this Agreement.
VI. COMPENSATION RECORDS:
The CONSULTANT shall keep complete records for a period in accordance with the
provisions of Article VIII.C showing the hours and description of activities performed by each
person who works on the project and all associated costs or charges applicable to work covered
by the basic fee. The CONSULTANT will be responsible for all subconsultants keeping similar
records.
VII. RETENTION FROM EARNED COMPENSATION:
The COUNTY is entitled to and may withhold a five percent (5%) retention from the
earned compensation of the CONSULTANT separately for each project. Such retention from
earned compensation may, at the COUNTY'S option, be applied to all phases of the consultant
services of a project to be provided under this Agreement, including those phases completed.
VIII. AUDITS, ACCOUNTING AND INSPECTIONS ACCESS:
A. The CONSULTANT shall establish accounting and bookkeeping practices
including, but not limited to, employee time cards, payrolls, and other records of transactions
including those to be paid from State Grant and Federal Grant funds in accordance with the
performance of this Agreement.
B. The CONSULTANT shall at any time during regular business hours, and as often as
the COUNTY may deem necessary, make available for examination by the Comptroller General
of the United States, HUD, State of California or the COUNTY Auditor-Controller / Treasurer-
Tax Collector, or their authorized representatives, all of CONSULTANT’S records and data
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with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
State, or COUNTY authorities to audit and inspect all invoices, materials, payrolls, records of
personnel, conditions of employment, and other data relating to matters covered by this
Agreement.
C. The CONSULTANT shall be subject to the examination and audit of the Auditor
General for a period of three (3) years after final payment under this Agreement (Government
Code Section 8546.7).
IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
A. Definitions:
1. A "Consultant" is a duly licensed Architect or Engineer, or other provider of
professional services, acting as a business entity (owner, partnership, corporation, joint venture
or other business association) in accordance with the terms of an Agreement with the
COUNTY.
2. A "Claim" is a demand or assertion by one of the parties seeking, as a matter of
right, adjustment or interpretation of contract terms, payment of money, extension of time,
change orders, or other relief with respect to the terms of the contract. The term "Claim" also
includes other disputes and matters in question between the COUNTY and CONSULTANT
arising out of or relating to the contract. Claims must be made by written notice. The
provisions of Government Code Section 901, et seq., shall apply to every claim made to
COUNTY. The responsibility to substantiate claims shall rest with the party making the claim.
The term "Claim" also includes any allegation of a negligent error or omission by the
CONSULTANT.
B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
following procedures are established in the event of any claim or dispute by COUNTY or
CONSULTANT alleging a negligent error, act, or omission.
1. Claims, disputes or other matters in question between the parties, arising out of
or relating to this Agreement, shall not be subject to arbitration, but shall be subject to the
following procedures.
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2. The Capital Projects Division Manager or his/her designated representative of
and CONSULTANT shall meet and confer and attempt to reach agreement on any dispute,
including what damages have occurred, the measure of damages and what proportion of
damages, if any, shall be paid by either party. The parties agree to consult and consider the use
of mediation or other form of dispute resolution prior to resorting to litigation.
3. If the COUNTY and CONSULTANT cannot reach agreement under the
immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
parties, be submitted to a panel of three (3) for a recommended resolution. The
CONSULTANT and the COUNTY shall each select one (1) member of the panel, and the third
member shall be selected by the other two panel members. The discovery rights provided by
California Code of Civil Procedure for civil proceedings shall be available and enforceable to
resolve the disputed issues. Either party requesting this dispute resolution process shall, when
invoking the rights to this panel, give to the other party a notice describing the claims, disputes
and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
both parties shall submit all documents such party intends to rely upon to resolve such dispute.
If it is determined by the panel that any party has relied on such documentation, but has failed to
previously submit such documentation on a timely basis to the other party, the other party shall
be entitled to a twenty (20) -day continuance of such initial meeting of the panel. The decision
by the panel is not a condition precedent to arbitration, mediation or litigation.
4. Upon receipt of the panel's recommended resolution of the dispute issues, the
COUNTY and the CONSULTANT shall again meet and confer and attempt to reach agreement.
If the parties still are unable to reach agreement, each party shall have recourse to all
appropriate legal and equitable remedies.
C. The procedures to be followed in the resolution of claims and disputes may be
modified at any time by mutual agreement of the parties hereto.
D. The CONSULTANT shall continue to perform its obligations under this Agreement
pending resolution of any dispute, and the COUNTY shall continue to make payments of all
undisputed amounts due under this Agreement.
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E. When a claim by either party has been made alleging the CONSULTANT's
negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
designated representative and the CONSULTANT shall meet and confer within twenty-one (21)
days after the written notice of the claim has been provided.
X. JOINDER OF PARTIES:
The CONSULTANT, the CONSULTANT's consultants of any tier, subcontractors of
any tier, suppliers and construction lenders shall all be bound by the dispute resolution
provisions of this Agreement, and immediately upon demand of COUNTY or CONSULTANT,
shall participate in and shall become parties to the dispute resolution process, provided they
have signed any document that incorporates or refers to the dispute resolution provisions of this
Agreement. Failure of CONSULTANT, whether intended or inadvertent, to ensure that such
nonparties have signed such a document shall inure only to CONSULTANT's detriment, if any
there be. COUNTY shall not suffer a detriment by CONSULTANT's action or inaction in this
regard. If such a party after due notice fails to appear at and participate in the dispute resolution
proceedings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
make a decision based on evidence introduced by the party or parties who do participate.
XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
A. The CONSULTANT will review and analyze construction contract claims and
recommend resolution of them as soon as possible following receipt of demand by COUNTY.
B. Within a reasonable time after receipt of a claim, the CONSULTANT shall
provide a written analysis of the claim to the COUNTY, signed by the CONSULTANT and any
affected subconsultants. The written analysis shall include the CONSULTANT's professional
opinion of the responsibility for payment of the claim, with supporting facts and documentation.
A copy of the written analysis shall be provided to the respective insurance adjusters for
CONSULTANT and any affected subconsultant.
C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
following actions, within ten (10) days of receipt of a claim:
1. Request additional supporting data from the claimant, requiring that such data be
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supplied within ten (10) days of the request;
2. Submit a schedule to the parties indicating when the CONSULTANT expects to
respond to the claim, which schedule shall not exceed thirty (30) days from CONSULTANT's
original receipt of the claim;
3. Recommend rejection of the claim in whole or in part, stating the reasons for
such rejection;
4. Recommend approval of the claim by the other party, or
5. Suggest a compromise.
D. In every case, CONSULTANT shall provide its recommended resolution of a claim
within thirty (30) days from the original receipt of claim, unless the CONSULTANT obtains
COUNTY's prior written approval.
XII. INDEPENDENT CONTRACTOR:
A. In performance of the work, duties, and obligations assumed by CONSULTANT
under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
and all of CONSULTANT's officers, agents and employees, will at all times be acting and
performing as an independent contractor, and shall act in an independent capacity and not as an
officer, agent, servant, employee, joint venturer, partner or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
method by which CONSULTANT shall perform its work and function. However, COUNTY
shall retain the right to administer this Agreement so as to verify that CONSULTANT is
performing its obligations in accordance with the terms and conditions thereof.
CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
B. Because of its status as an independent contractor, CONSULTANT shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONSULTANT shall be solely liable and responsible for providing to, or on behalf of its
employees all legally required employee benefits. In addition, CONSULTANT shall be solely
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responsible and save COUNTY harmless from all matters relating to payment of
CONSULTANT's employees, including compliance with Social Security, withholding, and all
other regulations governing such matters. It is acknowledged that during the term of this
Agreement CONSULTANT may be providing services to others unrelated to the COUNTY or
to this Agreement.
XIII. PARTIES BOUND BY AGREEMENT:
This Agreement shall be binding upon the COUNTY, the CONSULTANT, and their
respective successors in interest, legal representatives, executors, administrators, and assigns
with respect to all covenants as set forth herein.
XIV. REQUIRED APPROVALS:
It is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer
any of CONSULTANT's rights, duties, or obligations under this Agreement, without the prior
express, written consent of the COUNTY. Such consent and approval may be given only by the
COUNTY Board of Supervisors.
XV. COMPLIANCE WITH LAWS:
A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
regulations, and Fresno County Charter Provisions in effect at the time of CONSULTANT’s
performance of the professional services to be provided hereunder.
B. CONSULTANT shall submit a current version of its Illness and Injury Prevention
Plan (IIPP), applicable safety programs and contact information for the CONSULTANT’s
responsible person for these programs to the COUNTY Representative at the time this
AGREEMENT is signed by the CONSULTANT. Throughout the term of this AGREEMENT,
Consultant shall provide updates to the safety plans and programs to the COUNTY
Representative as they are implemented.
XVI. GOVERNING LAW:
A. Any controversy or claim arising out of or relating to this Agreement which cannot
be amicably settled without court action shall be litigated either in a State court for Fresno
County, California, or in the U.S. District Court for the Eastern District of California, located in
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Fresno County.
B. The rights and obligations of the parties and all interpretations and performance of
this Agreement shall be governed in all respects by the laws of the State of California.
XVII. AMENDMENTS:
Any changes to this Agreement requested either by the COUNTY or CONSULTANT
may only be effected if mutually agreed upon in writing by duly authorized representatives of
the parties hereto. This Agreement shall not be modified or amended, nor shall any rights of a
party hereto be waived, except by such in writing.
XVIII. CONSULTANT'S LEGAL AUTHORITY:
A. Each individual executing this Agreement on behalf of CONSULTANT hereby
covenants, warrants, and represents:
1. That he or she is duly authorized to execute and deliver this Agreement on behalf
of such corporation in accordance with a duly adopted resolution of the corporation's board of
directors and in accordance with such corporation's articles of incorporation or charter and
bylaws;
2. That this Agreement is binding upon such corporation; and
3. That CONSULTANT is a duly organized and legally existing corporation in
good standing in the State of California.
XIX. HOLD HARMLESS:
A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
agents, and employees, against the payment of any and all costs and expenses (including
reasonable attorney fees and court costs), damages, claims, suits, losses, and liability for bodily
and personal injury to or death of any person or for loss of any property resulting from or
arising out of any negligent or wrongful acts, errors or omissions of CONSULTANT, its
officers, agents, and employees, in performing or failing to perform any work, services, or
functions under this Agreement.
B. COUNTY and CONSULTANT hereby declare their mutual intent to cooperate in
the defense of any claim, suit, or other action alleging liability, arising from the performance or
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failure to perform of any COUNTY construction contractor or subcontractor in connection with
any project for which CONSULTANT has been retained under Article III above. Such
cooperation may include an agreement to prepare and present a cooperative defense after
consultation with CONSULTANT's professional liability insurance carrier.
XX. LIABILITY INSURANCE:
A. Prior to commencing the duties under the Agreement with the COUNTY, the
CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
for the following insurance policies which shall be kept in force during the term of the
Agreement (i.e., until the Agreement is terminated or it expires), and for such additional time as
may be specified herein with respect to a particular type of policy.
1. Commercial General Liability Insurance or Comprehensive General Liability
Insurance, naming the COUNTY as an additional insured, with limits of not less than one
million dollars ($1,000,000) per occurrence, with an annual aggregate of not less than two
million dollars ($2,000,000).
2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
dollars ($500,000) per accident and for property damages of not less than fifty thousand dollars
($50,000), or such coverage with a combined single limit of five hundred thousand dollars
($500,000).
3. Worker's Compensation insurance policy as required by the California Labor
Code.
4. Professional Liability Insurance:
a. Professional Liability Insurance with limits of not less than one million
dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) annual aggregate, and
with a deductible not to exceed fifty thousand dollars ($50,000). A deductible greater than fifty
thousand dollars ($50,000) will be acceptable to the COUNTY receiving satisfactory, certified
information of the CONSULTANT’s ability to support such a deductible. The financial ability
to support the difference between fifty thousand dollars ($50,000) and the greater deductible
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amount requested by the CONSULTANT shall be guaranteed by any of the following:
1). Cash deposit with a trustee bank.
2). Irrevocable letter of credit issued by a bank for the same time period as
specifically referenced in subparagraph XX.A.4.c herein.
3). Withholding payment under terms of the Agreement for the same time
period as specifically referenced in subparagraph XX.A.4.c. herein.
b. CONSULTANT and subconsultants shall make full disclosure, in writing to
the COUNTY, of all pending and open claims and disputes during the course of this Agreement
that affect the specified aggregate limits of the Professional Liability Insurance policy.
c. Professional Liability Insurance shall be kept in force for a minimum of two
(2) years past the date of final payment to CONSULTANT, and including the full and final
resolution of all claims, disputes, and matters in question regarding the project.
d. In the event that CONSULTANT voluntarily changes, or involuntarily
changes due to circumstances beyond its control, its Professional Liability Insurance policy
carrier during the period such coverage is required to be in force (as specified in the
immediately preceding subparagraph c. of this Article XX, Section A, Paragraph 4), such new
policy shall include prior acts coverage retroactive, at least, to the date of execution of this
Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
coverage from the former policy carrier, negotiate a retroactive reporting date with the new
policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
shall in any event maintain Professional Liability Insurance in a manner that provides
continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
of two (2) years past the issuance of final payment to the CONSULTANT.
B. CONSULTANT shall give COUNTY at least thirty (30) days written advance notice
of any expiration, cancellation or reduction in the coverage of any of the aforesaid policies.
C. The COUNTY, its officers, agents and employees, individually and collectively,
shall be named as an additional insured under the policy for Commercial General Liability
Insurance or Comprehensive General Liability Insurance, but only insofar as the operations
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under this Agreement are concerned. Such coverage of COUNTY as additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by the
COUNTY, its officers, agents, and employees, shall be excess only and not contributing with
insurance provided under the CONSULTANT's policies herein.
D. In the event CONSULTANT fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
E. All policies shall be issued by admitted insurers licensed to do business in the State
of California and possessing a current A.M. Best, Inc. rating of A FSC VII or better.
XXI. OWNERSHIP OF DOCUMENTS:
A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
rights of the drawings and the work-product of CONSULTANT for each project, to the fullest
extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
CONSULTANT's services are on behalf of COUNTY and are "works made for hire," as that
term is defined in copyright law, by COUNTY; that the drawings and work-product to be
prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be the
sole property of COUNTY and its assigns, and the COUNTY and its assigns shall be the sole
owner of all patents, copyrights, trademarks, trade secrets and other contractual and intangible
rights of any kind or nature in connection therewith; that all the contractual or intangible rights
of any kind or nature, title, and interest in and to the drawings and work-product will be
transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
intangible rights relating to said drawings and work-product; that COUNTY shall be and
become the owner of such drawings and work product, free and clear of any claim by
CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
product shall apply regardless of whether such drawings or work product, or any copies thereof,
are in the possession of CONSULTANT, or any other person, firm, corporation, or entity. For
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the purpose of this Agreement the terms "drawings and work-product" shall mean all reports
and study findings commissioned to develop the design of each project, drawings and schematic
or preliminary design documents of each project, certified reproducibles of the original final
construction contract drawings of each project, specifications of each project, the approved
opinion of probable construction cost of each project, record drawings of each project, as-built
plans of each project, and discoveries, developments, designs, improvements, inventions,
formulas, processes, techniques, or specific know-how and data generated or conceived or
reduced to practice or learning by CONSULTANT, either alone or jointly with others, that
result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
acknowledges and agrees that details, concepts, ideas, devices, configurations, and designs
previously developed or used by the CONSULTANT, or developed by the CONSULTANT
without COUNTY compensation, shall remain the property of the CONSULTANT and use is
granted to COUNTY only for the specific project undertaken under this agreement.
B. If a project is terminated prior to completion of the construction document phase of
any project under Article III, a reproducible copy and electronic files of documents as
completed at the time of termination of the project shall be submitted by CONSULTANT to the
COUNTY, which may use them to complete each project in future phases.
C. If the project is terminated at the completion of the construction document phase of
any project, a reproducible copy and electronic files of final construction contract drawings
(both .dwg and .plt files), specifications, and approved opinion of probable construction cost
shall be submitted by CONSULTANT to COUNTY.
D. Documents, including drawings and specifications, prepared by CONSULTANT for
any project pursuant to this Agreement are not intended or represented to be suitable for reuse
by COUNTY or others on extensions of the services provided for that project or any other
project. Any use of completed documents for other projects and/or any use of uncompleted
documents will be at COUNTY's sole risk and without liability or legal exposure to
CONSULTANT.
E. COUNTY has requested that certain machine readable information and CAD data on
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construction documents be provided by CONSULTANT for each project under this Agreement.
Such machine readable information and CAD data are more specifically described in Article III.
CONSULTANT shall not be liable for claims, liabilities or losses arising out of, or connected
with:
1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
such machine readable information and CAD data; or
2. Decline of accuracy or readability of machine readable information and CAD
data due to inappropriate storage conditions or duration; or
3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine
readable information and CAD data for additions to any such project or for the completion of
any such project by others, or for other projects.
XXII. TIME OF COMPLETION:
A. Upon request of the Capital Projects Division Manager or his/her designated
representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
his/her designated representative's approval, schedules for the performance of the
CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
and shall include allowances for periods of time required for the COUNTY's review and
approval of submissions by authorities having jurisdiction over the projects. Time limits
established by these schedules approved by Capital Projects Division Manager or his/her
designated representative shall not, except as provided in this Agreement, be exceeded by the
CONSULTANT.
B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
provide such services in a timely manner. Failure of the CONSULTANT to meet any deadline
listed in the above-referenced schedules once such failure continues more than seven (7)
calendar days past the specified completion date (unless the delay is attributable to the
COUNTY or State), is sufficient cause to immediately terminate this Agreement, at the option
of the COUNTY, in accordance with Section XXIV.C.
XXIII. TERM:
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The term of this Agreement shall be for a period of three (3) years, commencing on the
effective date as first set forth hereinabove. This Agreement may be extended for a maximum
of two (2) additional consecutive one-year periods upon approval of both parties no later than
thirty (30) days prior to the first day of the next twelve (12) month extension period. The
Director of the Department of Public Works and Planning or his/her designee is authorized to
execute such written approval on behalf of COUNTY based on CONTRACTOR’s satisfactory
performance.
XXIV. TERMINATION OF AGREEMENT:
A. This Agreement may be terminated without cause at any time by the COUNTY upon
thirty (30) calendar days’ written notice. If the COUNTY terminates this Agreement, the
CONSULTANT shall be compensated for services satisfactorily completed to the date of
termination based upon the compensation rates and subject to the maximum amounts payable
agreed to in Article V, together with such additional services satisfactorily performed after
termination which are expressly authorized by the COUNTY Representative in order to
conclude the work performed to date of termination.
B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
perform pursuant to the Agreement, for reasons other than material breach by the COUNTY, the
CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
hundred dollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar with
the previous CONSULTANT's design.
C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
part, where in the determination of the COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreement;
3. A substantially incorrect or incomplete report submitted to the COUNTY;
4. Improperly performed service.
D. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
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of any breach of this Agreement or any default which may then exist on the part of the
CONSULTANT, nor shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and
Disputes"), were not expended in accordance with the terms of this Agreement. The
CONSULTANT shall promptly refund any such funds upon demand.
E. The terms of this Agreement, and the services to be provided thereunder, are
contingent on the approval of funds by the appropriating government agency. Should sufficient
funds not be allocated, the services provided may be modified, or this Agreement terminated at
any time by giving the CONSULTANT thirty (30) days advance written notice.
XXV. CONFLICT OF INTEREST:
The CONSULTANT shall comply with the provisions of the Fresno County Department
of Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
Such compliance shall include the filing of annual statements pursuant to the regulations of the
State Fair Political Practices Commission.
XXVI. DISCLOSURE OF SELF-DEALING TRANSACTIONS
A. This provision is only applicable if the CONSULTANT is operating as a
corporation (a for-profit or non-profit corporation) or if during the term of this Agreement, the
CONSULTANT changes its status to operate as a corporation.
B. Members of the CONSULTANT’S Board of Directors shall disclose any self-
dealing transactions that they are a party to while the CONSULTANT is providing goods or
performing services under this Agreement. A self-dealing transaction shall mean a transaction
to which the CONSULTANT is a party and in which one or more of its directors has a material
financial interest. Members of the CONSULTANT’S Board of Directors shall disclose any
self-dealing transactions that they are a party to by completing and signing a Self-Dealing
Transaction Disclosure Form (attached as Exhibit C and incorporated herein by this reference);
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and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
XXVII. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the COUNTY and the
CONSULTANT with respect to the subject matter hereof and supersedes all previous
negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
XXVIII. SEVERABILITY:
Should any provision herein be found or deemed to be invalid, this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise lawful
shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
declared to be severable.
///
///
///
Page 24 of 25 Pages
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2
3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
4 as of the day and year first above written.
5 Ill
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CONSU
BY:
TITLE:
KITCHELLICEM, INC
2750 GATEWAY OAKS DRIVE,
SUITE 300,
SACRAMENTO, CA 95833-3658
REVIEWED AND RECOMMENDED
FOR APPROVAL
BY:
BE ARD
DIRECTOR
DEPARTMENT OF
AND PLANNING
ERIM
IC WORKS
25 FUND: 000 I
ORG: 4360Il50
26 ACCT: 7295
27
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COUNTY OF FRESNO
BY:~~~~~~~~~=L~~
ERNEST BUDDY MENDES,
BOARD OF SUPERVISORS
ATTEST:
BERNICE E. SEIDEL, Clerk
Boarwupervi~ors
syG'4~ c~
uty
APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNT
COUNSE~/,J /) < 1 ;tvL(, ll I.
BY: ' II l1 ~'
DEPUTY
APPROVED AS TO ACCOUNTING
FORM
VICKI CROW, C.P.A.
AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
Page 25 of 25 Pages
Exhibit A
Hourly Rate Schedule
The below hourly rates are fully burdened with employee benefits, statutory requirements,
overhead and profit. These rates are applicable to services requested on an hourly billing basis.
The following Hourly Rate Schedule is effective through 2016, and is subject to a negotiated
increase based upon a mutually agreeable index for subsequent years.
Position Hourly Rate
Engineering/Architecture Department Manager .............................................. $185
Estimating Department Manager ...................................................................... $175
Senior Estimator ............................................................................................... $140
Estimator .......................................................................................................... $120
Registered Architect/Licensed Engineer .......................................................... $145
Commissioning Agent ...................................................................................... $145
BIM Manager ................................................................................................... $155
BIM Engineer ................................................................................................... $120
CADD Technician .............................................................................................. $95
Engineering/Architecture Department Administrative Support ......................... $80
Project Director ................................................................................................ $190
Project Manager ............................................................................................... $165
Senior Project Engineer .................................................................................... $125
..
..'
..
1
2.
3
4 In the matter of
EXHIBIT B
File 115123
Febnra.xy 23, 1999
:Resolution. #99-086
BEFORE THE BOARD OF SUPERVISORS
OF THE COUNTY OF FRESNO
STATE OF CALIFORNIA
5 Adoption of Standard Conflict of Interest
6 Code for All Courey Deparbnents. Resolution 199-086
7
·a Whereas. the Polltfcal Reform Act, Government Code section 81 ODO et seq ..
9 requires state and local government agancJes to ·adopt and promulgate conflict of Interest
1 o codes; and
11 Whereas, the Fair Political Practices Commission has. adopted a ragulat1o0i 2
12 Calffomla Code af Regulations section 18730, Which contafns the taJlTis of a standard
13 conflfct of interest code, and whfch may be amended by the Fair Polittcal Practices
14 Commission aft.er publfa notices and hearings to confonn to amendments to the PoUtfcal
15 Reform Act; and
16 Whereas. any local agency may inaorporate ihis standan:J conflfct of fnf.erast code,
and ihereafter need not amend 1he text of ifs code to confonn to iidure amendments fo the
17
Poltt1oal Reform Act or its regutallons; and
18
19
20
Whereas, the Board of Supervisors Is the code reviewing body for all Count¥
departments except courts; and
Whereas, the Board of Supe1Vlsors may adopt the standard conflict of inta
21 code on behalf of all County departments.
22 Now therefore ~e it resolved, that the terms of 2 carifomia Code of RegulaHons
23 section 18730. and any amendments to It duly adopted by the Fair PoUticaf Practices
24 CommJsslon, are hereby incorporaied by reference and. along with the Exhibits A and B
.25 approved previously. today, or In the future, by this Boan:f for each County department, In
26 which officers and employees are designated and dfsclosure categories are set forth,
2.7
28
1
1
2
3
'EXHIBIT B
constttute the conflfd: of interest codes of each County department except courts.
Conflfcf: of fnterestforms shall be filed as follows:
1. As required by Government Code Sectton 87500, subdivision {e}, 1he
4 County Adminlsfra11ve Offlcar. Distrfcf: Attorney, County Counsel, and Audffor-
5 Controller/Treasurer-Tax Collector shall file one orlgfnal of their statements with the Cou
6 Clerk. who shall make and retain copies and forward the originals to 1he Farr Pollt!cal
7 Practices Commission, which shall be the iilfng offlner. The Courey Aclmfnfstralfva Officer,
6 DJstriot Attorney, County Counsel, and Audltor-ControOer/rreasurer-Tax CoDeclor shaft also
9 file one copy of their statements wH:h the Cf erk to the Board of SupervJscrs.
~O 2. As required by Government Code section 87500, subdMsion 0), all oth
11 department heads shall file one original of1heir statemahis with thelrdeparlmenls. The filing
12 officer of each department shall make and retain a copy of the department headsstatemen
13 and shall forward the origlnalto the Clerkto1he Soard of Supervisors.
14
:15
-1.S
3. All other designated employees shall illa one ariglnal of their statemenfs with
their departments.
All statements shall be public records and shall be made available for public
17
inspection and raproductfon. (Gov. Cade,~ 81008.)
18
19
20
21
22
23
Adopted at a regular meeting of the Boartl of Supervisors, held on the~ day
of Febrna;y r 19..il.. byihefot(owing vote, to Wit
Ayes: Supervisors lColigian» Case» A1:1U11buls., olaw.. !.e:vy
24 M'DS!r:
Noes: None
Absent Hou
SiiAll:t GllBNWOOD. CL1mlt
25 130.A:RD OF SDPEB.v:tsOllS
epUfy ' :BY.~·
28 File 1151.23 Age.nila 128 ltesolution 1199-086
2
EXHIBIT "A"
PUBLIC WORKS AND PLANNING
Classification
Accountant I I fl
Architect
Assistant Real Property Agent
Associate Real Property Agent
Building Inspector I / II
Building Plans Engineer
Capital Projects Division Manager
Chief Building Inspector
Chief of Field Surveys
Community Development Manager
Consultant
Deputy Director of Planning
Deputy Director of Pubfic Works
Development Services Manager
Director of Public Works and Planning
Disposal Site Supervisor
Engineer I/ II/ Ill
Field Survey Supervisor
Housing Rehabilitation Specialist I I II
Information Technology Analyst I/ II/ Ill I IV
Planner I / II I Ill
Princfpal Accountant
Principal Engineer
Principal Planner .
Principal Staff Analyst
Public Works and Planning Business Manager
Public Works Division Engineer
Resources Manager
Road Maintenance Supervisor
Road Superintendent
Senior Accountant
Senior Economic o·evelopment Analyst
Senior Engineer
Senior Engineering Technician
S~nior Geologist
Senior Information Technology Analyst
Senior Planner
Senier Real Propert)• ,b,gent
,-.EXHIBIT B
Category
2
1
1
1
1
1
1
1
1
1 ..
1
1
1
1
2
1
3
1
2
1
1
1
1
1
1
1
1
2,3
1
2
1
1
2
1
2·
1
1
Classification
Senior Staff Analyst
Senior Systems and Procedures Analyst
Staff Analyst I/ II/ ill
Supervising Accountant
Supervising Building Inspector
Supervising Engineer
Supervising Water/Wastewater Specialist
Systems and Procedures Analyst 11111111
Systems and Procedures Manager
Traffic Maintenance Supervisor
r.--...EXHIBIT B
Category
1
2
1
2,3
1
1
2,3
2
2
2
* Consultants shall be included in the list of designated employees and shall disclose
pursuant to the broadest disclosure category in the code subject to the following
limitation: The Director of Public Works and Planning may determine in writing that
a particular consultant, although a •designated position", is hired to perform a range
of duties that is limited in scope and thus is not required to fully comply with the
cfisclosure requirements in this section. Such written determination shall include a
description of the consultanfs 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.
..
" . .,. i:XHIBIT B
EXHISIT"SU
eusuc WORKS ANP PLANNING
1. Persons Jn this category must disclose afl investments1 Interests In real property end
Jncomea and business posltlons. FlnanctaJ Interests are reportable dnly If located Within
or subject to the jurisdfctlon of Fresno-Oounty; or ·if the business entUy is-·doing
business orplannlng to do business In theJurlsdlctlon, or has done business Within fhs
· . JUtisdictloh at anv·Dine doting the tWo liears ·pnar·td ·lha flDlig of the statement Real
property shall be deemed to be Within the °jurlsdlctfon" of the County If It Is located
within or net more than two miles outside the boundaries of the County (Including Its
incorporated cltles)1 or within two miles of any land owned or used by the County.
2. Parsons In this categctY shall cllsclose all Investments in, income 1Tom1 and business
posttJons wtth any btJSiness entity whlch1 within the last two years, has contracted orfn
the futUra may forseeably contract with Fresno County through fts Publig Works and
Planning Deparfment,.SoDd Waste Commissions within the JurisdicUon, or to any other
joint powers agency wllfch Fresno Countv Is a member to provide servlcel1i, supplies,
materials. machinery, or equfpment to the County.
3. Parsons in the category shall disclose all intereSts in real property within the
jurisdfction. Real Properly shall be deemed to be within thejurisdtclion if the property
or any part cf lt Is located within or not more than two mOas cutstde the boundaries of
Fresno County Oncluding Its Incorporated cHies) or within two mile Cf any land owned
or operated by 1he County.
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Attachment C
Page 1 of 2
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).
Attachment C
Page 2 of 2
(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: