HomeMy WebLinkAboutAgreement A-16-177 with Lars Andersen & Associates, Inc..pdfAgreement No. 16-177
CIVIL CONSULTANT SERVICES AGREEMENT
1 THIS AGREEMENT is made and entered into this..2Qtb_day of April '2016,
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and Lars Andersen & Associates, Inc., a California corporation, located
4 at 4694 W. Jacquelyn Avenue. Fresno. CA 93722 (hereinafter called "CONSULTANT").
5 WITNESSETH:
6 WHEREAS, the COUNTY desires to retain a CONSULTANT Civil Engineer to assist
7 the COUNTY Capital Projects Division Manager or his/her designated Project Manager in
8 completing various projects and advanced planning for future projects in the COUNTY's
9 Capital Improvement Programs and other COUNTY projects; and
10 WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of
11 Supervisors' adopted Policy governing the selection of architects, engineers, and other
12 professionals, a selection committee selected said CONSULT ANT to provide the COUNTY
13 with Civil Engineering services for said projects; and
14 WHEREAS, the COUNTY Capital Projects Division Manager or his/her designated
15 Project Manager shall administer this Agreement; and
16 WHEREAS, the professional Civil Engineering services of the CONSULTANT may be
17 utilized by the Department of Public Works and Planning and other COUNTY Departments;
18 and
19 WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform
20 Civil Engineering services for all projects, and
21 WHEREAS, said CONSULT ANT represents that it is qualified and willing to perform
22 Civil Engineering services.
23 NOW, THEREFORE, the parties hereto have and by these presents do agree as follows:
24 I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS
25 A. The COUNTY hereby contracts with the CONSULT ANT as an independent
26 contractor to provide Civil Engineering services as described in Article II and enumerated in
27 Article IJI herein.
28 B. The CONSULT ANT's services shall be performed as expeditiously as is
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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: Daniel J. Zoldak, P.E., LEED AP CASp Position: Vice President
Telephone: (559) 276-2790 Fax: (559) 276-0850
E-Mail: dzoldak@larsandersen.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. The Consultant shall conform with accessibility requirements under the
California Building Code and the Americans with Disabilities Act (ADA). Specific tasks may
include evaluation of existing facilities; preparation of ADA transition plans; design for the
remodel of and/or addition to existing facilities; or the design of new facilities.
5. Design the project to conform with the requirements of the Office of Statewide
Health Planning and Development (OSHPD), California State Fire Marshal (CSFM) and
California Board of State and Community Corrections (BSCC) and/or other jurisdictional
building officials, as applicable to a specific project, and the requirements of applicable
building, seismic, and health codes applicable to all projects.
6. Prepare and submit an opinion of probable construction cost identifying
significant area and system components of the project. The opinion of probable co nstruction
cost shall be submitted in the Construction Specifications Institute (CSI) MasterFormat and
shall identify design contingency and escalation amounts to the mid-point of the proposed
construction period.
7. 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
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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.
8. 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 shall identify
escalation and design contingency amounts, which must be approved by the COUNTY.
9. At the request of the COUNTY, modify or delete portion of the proposed
construction work, or reduce program space if the schematic opinion of probable construction
cost indicates increases in cost above the project budget. CONSULTANT shall adhere to any
such modifications in the preparation and completion of the schematic plans, opinion of
probable construction cost and specifications in work performed under Phase 1.
10. Submit and review with COUNTY in a meeting, three (3) copies of the final
schematic design. The three (3) copies shall be submitted three (3) calendar days prior to the
schematic design meeting scheduled.
11. Continue to incorporate into the design in the Design Development Phase of
CONSULTANT’s work, the changes required from project approval of the schematic design
only if COUNTY expressly authorizes CONSULTANT in writing to proceed to the next phase.
B. Phase 2, Design Development:
1. Prepare applications, and assist the COUNTY in submitting applications and
expediting agency review processing as may be required for each project.
2. Provide, in this or subsequent phase of his work, all data necessary to comply with
all City or COUNTY building, plumbing, electrical, structural, mechanical permits and land use
requirements.
3. Prepare the Design Development (preliminary) drawings, opinion of probable
construction cost and preliminary specifications. All required plans and drawings shall be
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prepared on a CAD system, electronic drawing and/or BIM modeling software system
acceptable to the COUNTY and on 24” by 36” sheets, or other size approved by the COUNTY,
and technical specifications on 8-1/2” by 11” pages setting forth in detail the work to be done,
the materials, workmanship, finishes, and equipment required for the architectural, structural,
mechanical, electrical, communications, and other components of construction necessary to
provide the COUNTY a complete and functional project for its intended purpose within the
requirements of this Agreement.
4. 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
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 probably
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.
5. Continue to develop and expand civil design documents, specifications and
develop materials list to establish final scope and preliminary details for civil engineering work
necessary to complete the project.
6. Prepare a detailed Design Development opinion of probable construction cost,
which shall identify the construction components 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 submitted in
the CSI MasterFormat.
b. The opinion of probable construction cost shall identify escalation and design
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contingency amounts, which must be approved by the COUNTY.
7. Submit originals to COUNTY for reproduction for project review of the
completed Design Development plans, specifications, and opinion of probably construction
cost. CONSULTANT shall meet as necessary with the COUNTY to identify and explain in
detail all elements included in the design of project but not shown in the Design Development
documents or meet as necessary to fully explain his/her design scope and obtain COUNTY’s
approval thereof.
8. Review and confirm with COUNTY staff the construction budget.
9. Delete portions of the proposed construction work or change materials and
equipment at the request of the COUNTY if the preliminary opinion of probable construction
cost exceeds the construction budget. The CONSULTANT shall adhere to any such
modifications in the preparation and completion of preliminary plans, opinion of probable
construction cost, and specifications in this Phase.
10. 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 into the next phase only if expressly authorized
in writing by COUNTY.
C. Phase 3, Construction Documents:
The CONSULTANT shall:
The CONSULTANT shall for each project: Prepare the final working drawings from the
Design Development drawings (preliminary design), as modified by the COUNTY setting forth
in detail the civil engineering requirements for each project.
1. Prepare the final working drawings from the design development (preliminary)
drawings, opinion of probable construction cost and preliminary specifications. All required
plans and drawings shall be prepared on a CAD system, electronic drawing and/or BIM
modeling software system acceptable to the COUNTY and on 24” by 36” sheets, or other size
approved by the COUNTY, and technical specifications on 8-1/2” by 11” pages setting forth in
detail the work to be done, the materials, workmanship, finishes, and equipment required for the
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architectural, structural, mechanical, electrical, communications, and other components of
construction necessary to provide the COUNTY a complete and functional project for its
intended purpose within the requirements of this Agreement.
2. 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
construction cost.
3. 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.
4. In addition to the technical specifications, prepare special or supplemental
conditions for the construction contract documents. The COUNTY will package the
CONSULTANT’s documents with the COUNTY’s approved General Conditions, Notice to
Contractors calling for bids, the Bid Form, and related documents to complete the construction
contract and bid specifications. Specifications for asbestos abatement, if required for a specific
project, will be incorporated by the COUNTY into the bid package.
5. Include alternate bid items (preferably additive), not as separate design drawings
but incorporated into the original construction drawings, to allow construction element choices
or cost options by the COUNTY. The basis of award may be on the base bid only, or base bid
plus additive alternatives. Additive bid items may be necessary so that the COUNTY will be
able to award a construction contract not exceeding available construction funds.
6. 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.
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7. 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.
8. If required for the construction of a specific project, propose and submit a
recommended testing and inspection list for materials identifying type, quantity, frequency,
schedule, and cost estimate of tests to be performed by an independent testing firm during
construction.
9. Submit progress originals and final originals of the plans, specifications,
calculations and opinion of probable construction cost for reproduction by the COUNTY seven
(7) days in advance of the final design presentation.
10. If required, submit additional copies of the completed plans, calculations, and
specifications to the COUNTY for transmittal to California State Fire Marshal (CSFM), Board
of State and Community Corrections (BSCC) and applicable plan check agencies for building,
seismic, and health code compliance, accessibility and approval as applicable for each project.
11. For projects requiring building permits to be issued by the County of Fresno
Development Services Division, submit three (3) sets of the completed plans and calculations
for plan check. The CONSULTANT shall be responsible for supplying all supporting
documentation required to obtain all permits as directed by Fresno County Development
Services. It is the intent that the CONSULTANT shall be responsible to provide and process all
drawings and data required to issue permits and approvals by Federal, State, County, City
and/or any other Government or Utility Company approvals. Review and/or permit fees shall
be reimbursed to the CONSULTANT on a dollar for dollar basis with no mark-up. Fresno
County Development Services fees, Division of State Architect fees and Pacific Gas and
Electric fees shall be paid for directly by the COUNTY.
12. If required by approval agencies, such as the CSFM, for the construction of each
project, submit to the COUNTY using the appropriate agency forms, project background
information and recommended testing and inspection list for materials to be used for each
project, identifying type, quantity, frequency, and schedule.
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13. Modify plans as required to obtain plan check approval.
D. Phase 4, Bidding and Award:
The CONSULTANT shall:
1. Deliver to the COUNTY, two (2) weeks prior to the bid advertising date (which
will be determined by COUNTY), the final completed original drawings and specifications for
COUNTY printing and distribution of bid sets to interested contractors. The original drawings
and specification index sheet shall be stamped by a seal with CONSULTANT and subconsultant
license numbers and/or signed in accordance with the California Business and Professions
Code.
2. Submit a list of general and specialty contractors who may be interested in
bidding on this project.
3. Attend the pre-bid conference scheduled by the COUNTY.
4. Submit to the COUNTY for review and approval any addenda deemed
necessary. Addenda, if any, shall be submitted no later than seven (7) working days prior to the
scheduled bid opening.
5. Assist the COUNTY in evaluating the base bids and alternate bid items received.
6. Delete or otherwise change portions of the proposed construction work at the
request of the County if the lowest bid proposal for the construction contract exceeds the
COUNTY approved opinion of probable construction cost (which will include the
CONSULTANT’s design contingency amount approved by the COUNTY) by 10% or more,
and if the COUNTY rejects all bids. The CONSULTANT shall revise the plans and
specifications to comply with such modifications and shall assist the COUNTY in obtaining
new proposals from contractors at no additional cost to the COUNTY. Modifications shall be
completed on a time schedule commensurate with the scope of the change and as set forth by
the COUNTY.
E. Phase 5, Construction Observation:
The CONSULTANT shall:
1. Attend the preconstruction conference scheduled by the COUNTY.
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2. Provide construction observation including but not limited to:
a. Making recommendations to the COUNTY on all claims of the COUNTY or
construction contractor (hereinafter called “CONTRACTOR”) and all other matters relating to
the execution and progress of work, including interpretation of the CONSULTANT’s contract
documents.
b. Except for color boards, within seven (7) working days of COUNTY’s request,
reviewing and making recommendations for samples, schedules, shop drawings, and other
submissions for general conformance with the design concept of the project and for general
compliance with the plans and specifications and information provided by the
CONSULTANT’s contract documents.
c. Within two (2) working days of COUNTY’s request for information (RFI),
responding to the COUNTY Construction Engineer or CONTRACTOR, through the COUNTY
Construction Engineer with information and/or drawings needed from CONSULTANT in order
to clarify the intent of the construction contract plans and specifications of the project.
CONSULTANT shall review CONTRACTOR’s cost proposals for all change orders associated
with any additional work as may be necessary by the RFI clarification.
d. 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.
(1) Drawings and work necessary to delineate the COUNTY’s changes to the
construction contract or to make modifications as directed by the Board of Supervisors, which
shall be made as directed by the Construction Engineer.
(2) Notwithstanding the foregoing, where the change order arises as a result of an
error or omission of the CONSULTANT, the CONSULTANT shall not be compensated for
time spent or cost incurred in efforts connected with the correction thereof. In such event, the
costs incurred by COUNTY for rework of installed work shall be assessed upon the
CONSULTANT’s contract payments.
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(3) Assist COUNTY, at COUNTY’s express, written authorization, with any claim
resolution process involving CONTRACTOR and COUNTY as specified hereunder, including
serving as a witness in connection with any public hearings or legal proceeding, including
dispute resolutions required by law. The parties recognize that this clause is provided as a
means of expediting resolution of claims among the CONTRACTOR, COUNTY and
CONSULTANT. However, it is understood the CONTRACTOR is not an intended third party
beneficiary of this clause. Compensation for these services under this subparagraph
III.E.2.d.(3), shall be provided under Article V.C of this Agreement, subject to the following:
(a) COUNTY may believe that CONSULTANT’s work under this Agreement is
connected with errors, or omissions, or problems related to a claim. As a result and upon notice
of same by COUNTY, CONSULTANT’s payment request for such services shall be held in
suspense by COUNTY until final determination in accordance with Article IX, “Errors or
Omission Claims and Disputes” of this Agreement, or by a court of law of the proportion that
CONSULTANT’s fault bears to the fault of all parties concerned.
(b) Such amounts held in suspense, pending the final determination as to the
CONSULTANT’s proportional fault, shall not be paid to CONSULTANT. However, the
appropriate percentage of such amount held in suspense shall be paid to CONSULTANT when,
once a final determination has been made, whether pursuant to Article IX, (“Errors or Omission
Claims and Disputes”) of this Agreement, or by a court of law, CONSULTANT thereafter
submits a proper invoice to the Department of Public Works, which then shall evaluate and
approve the invoice in accordance with Article V.C of this Agreement.
3. At intervals appropriate to the stage of construction, or as otherwise deemed
necessary by CONSULTANT, visit the site of the project as necessary to become familiar
generally with the progress and quality of the work and to determine that the work is proceeding
in general accordance with the contract documents. CONSULTANT shall not be required to
make exhaustive or continuous on-site inspections but shall give direction to the Construction
Inspector as hereinafter more specifically provided.
4. CONSULTANT shall not be responsible for the CONTRACTOR’s failure to
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carry out the construction work in accordance with the contract documents, however,
CONSULTANT shall immediately advise the COUNTY Representative of any known or
observed deviation from the contract documents. CONSULTANT shall not have control over
or charge of, and shall not be responsible for construction means, methods, techniques,
sequence, or procedure, or for the safety precautions, programs, or equipment in use of
connection with the work, since these are solely the CONTRACTOR’s responsibility under the
contract for construction.
5. Based on CONSULTANT’s visits to the site, CONSULTANT shall keep the
COUNTY informed through written reports as to the progress of the work, shall advise the
COUNTY of defects and deficiencies of the work of contractors, and may recommend that the
COUNTY reject work as failing to conform to the contract documents.
6. Conduct site visits which shall include, but not be limited to, on-site inspections
to determine the dates of substantial completion and final completion and to recommend to the
COUNTY its acceptance of the work, for the filing of the notice of completion and issuance of
final certificate for payment.
7. Conduct a “project shakedown” and staff orientation for the completed project.
F. Phase 6, Building Systems Testing and Staff Orientation:
1. At a minimum, twenty (20) working days prior to the completion of the Project
the CONSULTANT and his/her subconsultants shall begin conduction testing of all the
building’s electrical and other systems included within the design contract.
2. The CONSULTANT and his/her subconsultants shall develop a punch-list of
items needing completion, repair or replacement to be delivered to the COUNTY’s Project
Manager. A minimum of three (3) separate punch-list visits shall be included.
3. The CONSULTANT and his/her subconsultants shall conduct a building
maintenance staff orientation and training when the building systems are deemed complete and
in working order by the Project Manager.
G. Phase 7, Post-Construction Services:
The CONSULTANT shall:
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1. Review and forward to the COUNTY two (2) copies of Operations and
Maintenance Manuals to be furnished by the CONTRACTOR.
2. Inform the COUNTY of all written guarantees required of the CONTRACTOR
by the CONSULTANT’s technical specifications or special conditions.
3. Return to COUNTY all plans borrowed from COUNTY by CONSULTANT.
4. Require through the construction contract specifications that record drawings be
prepared by the CONTRACTOR and submitted to the COUNTY for acceptance by the
Construction Inspector and CONSULTANT. However, upon completion of the project,
CONSULTANT shall transfer the CONTRACTOR’s record drawing changes onto the
CONSULTANT’s original drawings. The complete record drawing set shall remain at all times
the property of the COUNTY. Changes shall be identified by cloud markings and shall identify
date of change and its source, such as from addenda, change order, or clarification.
CONSULTANT shall have no responsibility for the accuracy of information provided, either by
the CONTRACTOR or by the Construction Inspector, for transfer to record drawings.
5. If construction plans have been prepared with a CAD system, record drawings in
the form of .dxf or .dwg files shall be furnished and delivered to Department of Public Works
and Planning in addition to reproducibles. Such .dxf or .dwg files shall be furnished on compact
disk (CD-ROM).
6. Participate fully, aligned with and not adverse to the interests of the COUNTY,
upon request, in the early settlement discussions of construction claims resolution issues. In the
event such participation is requested of CONSULTANT, CONSULTANT shall be paid for such
services as provided under the provisions of Article V of this Agreement for the time spent in
such participation. All provisions of subparagraph III.E.2.d (3). of this Agreement shall apply
to CONSULTANT’s participation in any early settlement discussions required by this Section
III.F. CONSULTANT’S participation in this process does not preclude the COUNTY’s right to
make an error and omissions claim against the CONSULTANT.
7. No final payment to the CONSULTANT will be issued until the services of this
phase have been performed and errors and omissions attributed to the CONSULTANT have
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been resolved.
H. Phase 8, Construction Inspection Services:
COUNTY may not have sufficient staff available at the time of construction to
provide onsite construction inspection or construction testing required to ensure the
CONTRACTOR's compliance with construction plans and specifications. At the sole option of
COUNTY, and upon written authorization and direction as to scope of services,
CONSULTANT may be required to perform construction inspection and construction testing
services for the Capital Projects. It is understood that COUNTY may delete any or all of
construction inspection and construction testing from CONSULTANT's services at any time
prior to award of the construction contract and perform the construction inspection and testing
with its own forces.
The CONSULTANT shall:
1. Provide an Inspector Of Record (IOR) who will provide full time or part time
inspection of the projects, as agreed in writing by the CONSULTANT and the COUNTY. The
IOR shall be completely familiar with the project plans and specifications and knowledgeable
and experienced in the type of construction involved.
2. Provide all quality control testing required during construction. The testing shall
be performed by a qualified, certified testing laboratory.
3. Based upon his/her observations of the progress of construction and the
CONTRACTOR's application for payment, and the IOR's recommendation, determine on a
monthly basis, the amount owing to the CONTRACTOR under the contract documents and
shall recommend, through appropriate certificates, payments on such amounts. Such certificates
shall constitute a representation to the COUNTY that the work has progressed to the point
indicated and that to the best of the CONSULTANT's knowledge information and belief, the
quality of the work is in accordance with the contract documents.
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 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 the period of time referenced in
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
with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
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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.
2. The Capital Projects Division Manager or his/her designated representative of
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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.
E. When a claim by either party has been made alleging the CONSULTANT's
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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
supplied within ten (10) days of the request;
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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
responsible and save COUNTY harmless from all matters relating to payment of
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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
Fresno County.
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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
failure to perform of any COUNTY construction contractor or subcontractor in connection with
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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).
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
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(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
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.
///
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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
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
CIVIL CONSULTANT SERVICES AGREEMENT
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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
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
CIVIL CONSULTANT SERVICES AGREEMENT
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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:
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. T he
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.
///
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CIVIL CONSULTANT SERVICES AGREEMENT
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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
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
CIVIL CONSULTANT SERVICES AGREEMENT
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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); 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.
CIVIL CONSULTANT SERVICES AGREEMENT
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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.
///
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///
CIVIL CONSULTANT SERVICES AGREEMENT
1 IN WI1NESS WHEREOF, the parties hereto have caused this Agreement to be executed
2 as of the day and year first above written.
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BY: _ ~: ~2il-
~ANIEV., ZOLDAK, P.E.
TITLE: VICE PRESIDENT
LARS ANDERSEN & ASSOCIATES, INC.
4694 W. JACQUELYN A VENUE
FRESNO, CA 93722
REVIEWED AND RECOMMENDED
10 FOR APPROVAL
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ERIM
FUND: 0001
ORG: 43601150
ACCT: 7295
COUNTY OF FRESNO
BY:~~~~~~~~~~~~
ERNEST BUDDY MEND S, CHAIRMAN
BOARD OF SUPERVISORS
APPROVED AS TO LEGAL FORM:
DANIELC.CEDERBORG,COUNTY
COUNSEL
---------
APPROVED AS TO ACCOUNTING FORM
VICKI CROW, C.P.A.
AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By~~ &sbO::f;>
Deputy
Page 34 of 34 Pages
Lars Andersen & Associates, Inc.
2016 Fees for Fresno County Professional Services
Professional Services Hourly Rate
Expert Witness $375.00
Principal Engineer $165.00
Principal Engineer (Vice President) $125.00
Certified Access Specialist (CASp) $125.00
Chief Surveyor $107.00
Project Manager $107.00
Project Engineer $ 93.00
Graphic Engineer $ 80.00
Design Engineer $ 77.00
Design Technician $ 67.00
Assistant Technician $ 57.00
Project Coordinator $ 77.00
Survey Manager $ 87.00
Survey Technician $ 65.00
Survey Crew (1 man GPS) (NON-PREVAILING) $145.00
Survey Crew (1 man GPS) (PREVAILING) $185.00
Survey Crew (2 man GPS) (NON-PREVAILING) $175.00
Survey Crew (2 man GPS) (PREVAILING) $255.00
Survey Crew (3 man GPS) (NON-PREVAILING) $190.00
Survey Crew (3 man GPS) (PREVAILING) $310.00
Engineer Assistant $ 67.00
Clerical $ 47.50
Construction Stakes are based on Market Value (plus 10%)
Printing
Mylars – Large 36 x 42 $15.00/Sheet
Mylars – All other sizes $10.00/Sheet
Large Bond – Black/White $ 8.50/Sheet
Small Bond – Black/White $ 5.50/Sheet
Small/Large Bond - Color $12.00/Sheet
Photocopies (8 ½ x11) - Black & White $ 0.15/Sheet
Photocopies (8 ½ x11) - Color $ 0.50/Sheet
Facsimile $ 0.50/Sheet
Mileage
Mileage $ 0.55/Mile
Office Hours
Monday through Friday - 8:00 a.m. to 5:00 p.m.
EXHIBIT A
..
..'
..
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
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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.
.··
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: