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HomeMy WebLinkAboutContinental Field Services a dba of Continental Acquisition Services, Inc Agreement Consultant Services - 4-1-2025AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES THIS AGREEMENT (Agreement) is made and entered into effective on nL[-pj- 02,5 , by and between the CITY OF FRESNO, a California municipal corporation (City), and CONTINENTAL ACQUISITION SERVICES, INC., a California corporation, DBA CONTINENTAL FIELD SERVICES (Consultant). RECITALS WHEREAS, the City desires to obtain professional on -call Right of Way Consultant services for Capital Improvement Programs throughout the City (Program); and WHEREAS, the Consultant is engaged in the business of furnishing services as a Right of Way Consultant and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the City has conducted a qualification -based selection process to obtain multiple professional Right of Way Consultants to be contracted on an on -call basis for services, as defined by this Agreement, that are to be awarded Task Order work on a competitive basis per the selection criteria defined herein and solicited to the contracted Consultants; ands WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for the City by its Capital Projects Director (Director) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. The Consultant shall perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. The Consultant shall make as many submittals as may be necessary or desirable to obtain the acceptance by the City and shall assist the City in applying for and obtaining from applicable public agencies any approval permit, or waiver required by law, which assistance shall include, but not be limited to, making Project information available to the City. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect for three (3) years subject to any earlier termination in accordance with this Agreement (the "Performance Period"). The services of the Consultant as described in Exhibit A are to commence upon the City's issuance of a written "Notice to Proceed." A separate Notice to Proceed will be issued for each of the awarded Task Orders, following the Consultants successful submission of a CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 (e) The Consultant's shall return a Proposal, excluding cost, and a draft Task Order, per Exhibit E attached hereto, within ten calendar days. (f) Proposals will be evaluated and ranked based on the defined criteria within the Mini-RFP. (g) Task order cost will be based on wage rates established in the Consultant's on -call contract, and the time and deliverable requirements in the task order (h) Upon determination of the successful Proposal, City and selected Consultant will negotiate the Cost Proposal and finalize the Task Order. The finalized Task Order shall be signed by both the City and the selected Consultant. The City has the right to move on to the next most qualified Consultant if Cost Proposal is unagreeable to the City. (i) Reimbursement for transportation and subsistence costs shall not exceed State rates. Q) Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. (k) The Consultant shall not commence performance of work or services until this Agreement has been approved by the City and notification to proceed has been issued by the City's Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. (1) A Task Order is of no force or effect until returned to the City and signed by an authorized representative of the City. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by the City and a written Notice to Proceed is issued. (m) The selected Consultant will be reimbursed within thirty days upon receipt by the City's Contract Administrator of itemized invoices in duplicate. Separate invoices, itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty calendar days after the performance of work for which the selected Consultant is billing or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number, project title and Task Order number. Credits due the City that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by the Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to the City's Contract Administrator at the following address: CITY OF FRESNOMANCY BRUNO SUPERVISING REAL ESTATE AGENT 747 R STREET, 2ND FLOOR FRESNO, CA 93721 (n) The period of performance for Task Orders shall be In accordance with dates specified in the Task Order. No Task Order will be written which CPD-B FHWA Eng On -Call, T&M - Multiple (01-2025) 4156550 terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Director's request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify the Director in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director of the cessation of such occurrence. (g) Any notice of termination sent to Consultant shall include the reason(s) for such termination or state that it is without cause. 5. Confidential Information Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. i. Permission granted to the Consultant to disclose information on one occasion shall not authorize the Consultant to further disclose such information or any other information or disseminate the same on any other occasion. The Consultant shall not comment publicly to the press or any other media regarding the Agreement or the City's actions on the same, except to the City's personnel or the Consultant's personnel involved in the performance of this Agreement at public hearings or in response to questions from a Legislative committee. CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 2782.8, Consultant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement. (b) If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. (c) This section shall survive termination or expiration of this Agreement 8. Insurance. (a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by the City's Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to the Consultant shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (e In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (f) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. The City shall have the right, in its discretion, to deduct from any payment to the Consultant under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by the Consultant in violation of any representation or warranty under this section. (g) Neither the Consultant, nor any firm affiliated with the Consultant, nor any of the Consultant's subcontractors performing any services on a Task Order, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with a Task Order, with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with a Task Order unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint - ownership or otherwise. (h) The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement or any ensuing the City construction project. The Consultant shall also disclose any current clients who may have a financial interest in the outcome of this Agreement or any ensuing the City construction project, which will follow. (i) The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (j) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 for an amount in excess of $25,000, the subcontract shall include this paragraph in its entirety. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that the subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. (d) The Consultant's services pursuant to this Agreement shall be provided under the supervision of Beth W. Hill, President, and it shall not assign another to supervise the Consultant's performance of this Agreement without the prior written approval of the Director. (e) The City will carry out applicable federal requirements in the administration of this Agreement. Notwithstanding Section 25 herein, the Consultant agrees to comply with all applicable federal and state assurances and requirements identified in Exhibit D along with its Appendix A and require that each subcontract include the same assurances by each of its subcontractors. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows: (a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers' compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co - employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each party's respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 16. Assignment. (a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due to the Consultant directly to the Consultant. 17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory CPD-B FHWA Eng On -Call, T&M - Multiple (01-2025) 4156550 within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Consultant. 29. RFQ Document. Any Request for Qualifications and documents issued therewith (collectively RFQ) by the City that resulted in selection of the Consultant for entry into this Agreement are hereby incorporated into and made a part of this Agreement. In the event of a conflict between the RFQ and this Agreement (including any Exhibit hereto), this Agreement (including any exhibit hereto) shall take precedence. 30. Disadvantaged Business Enterprise DBE Participation. This AGREEMENT is subject to 49 CFR Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who enter into a federally funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal. The goal for DBE participation for this AGREEMENT is 22%, Participation by DBE Consultant or subconsultants shall be in accordance with information contained in the Consultant's Exhibit 10-02: Consultant Contract DBE Commitment. The Consultant shall comply with Title 49 of the Code of Federal Regulations (CFR), Part 26.37(c). To comply with 49 CFR 26.37(c), the Consultant must complete the Exhibit 9-P: Prompt Payment Certification from the execution of the contract until all DBE sub consulting activity on the entire project is completed. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 15th of the following month, the Consultant shall complete and email the Exhibit 9-P: Prompt Payment Certification to CCF.LaborCom liance Fresno. ov. 31. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be_ expressly included in the Agreement. [Signatures follow on the next page.] CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 4156550 3. Exhibit C - Conflict of Interest Disclosure Form 4. Exhibit D - Federal and State Assurances 5. Appendix A to Exhibit D 6. Exhibit E - Task Order Form CPD-B FHWA Eng. On -Call, T&M - Multiple (01-2025) 415655v1 EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (the "City") and CONTINENTAL ACQUISITION SERVICES, INC., a California corporation, DBA CONTINENTAL FIELD SERVICES (the "Consultant") On -Call Right of Way Project Mana ement Services Consultant On -Call Right of Way Project Management Services ("ROW Services") may include all or a portion of the following services: Appraisal, Appraisal Review, Right of Way Acquisition, Residential Relocation Assistance, Business Relocation Assistance, and Business Acquisition. Funding for these Projects is through multiple sources, including federal -aid projects. ROW Services will be awarded based upon a Project Task Order Request for Proposal ("PTO-RFP"), on a project -by -project basis. PTO-RFPs may include all or a portion of the services listed above. Upon issuance of a PTO-RFP the PTO-RFP will indicate if the Project is federally funded. SCOPE OF WORK: The scope of services of this Agreement related to Appraisal, Appraisal Review, Right of Way Acquisition, Residential Relocation Assistance, Business Relocation Assistance, and Business Acquisition are detailed in Federal, State, and Local publications available in the public domain, and are generally referenced as follows: PART ONE -COMPLIANCE WITH CODE OF FEDERAL REGULATIONS Appraisal, Appraisal Review, Right of Way Acquisition, Residential Relocation Assistance, Business Relocation Assistance, and Business Acquisition Services for Projects receiving federally funding in whole or in part, shall comply with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (Uniform Act) and the Federal Department of Transportation regulations (49 CFR Part 24) governing the implementation of said Uniform Act. In addition, ROW Services for Projects receiving federal funding, in whole or in part, shall be conducted in accordance with the Local Assistance Procedures Manual (LAPM) issued in January of each year, and updated through Local Assistance Procedures (LPPs), and to comply with all provisions of the California Department of Transportation (Caltrans) Right of Way Manual and existing procedural handbooks of the State of California, Department of Transportation and to uphold the following assurances made by City to Caltrans Division of Local Assistance; "As a part of our (City) certification and in accordance with 49 CFR, Part 24, Section 24.4 (a), we offer the following assurances as to all subsequent federally assisted programs or projects: The City of Fresno will comply with all provisions of the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act) and the Federal Department of Transportation regulations (49 CFR Part 24) governing the implementation of said Uniform Act. CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 1 of 6 Exhibit A 4156550 The City of Fresno will continue to comply with all provisions of the existing procedural handbooks of the State of California, Department of Transportation, related to the Uniform Act until essential revisions to existing procedures have been reviewed and approved by your office." PART TWO -COMPLIANCE WITH STATE OF CALIFORNIA LAW All Services, including, but not limited to Appraisal, Appraisal Review, Right of Way Acquisition, Residential Relocation Assistance, Business Relocation Assistance, and Business Acquisition, regardless of funding source, shall be conducted in accordance with all applicable State of California laws, rules, codes, regulations, and administrative orders, including but not limited to State Uniform Relocation and Real Property Acquisition Policy Acts and Article 1, Section 19, of the California Constitution. PART THREE -COMPLIANCE WITH LOCAL LAW AND MUNICIPAL CODES All Services, including, but not limited to Appraisal, Appraisal Review, Right of Way Acquisition, Residential Relocation Assistance, Business Relocation Assistance, and Business Acquisition, regardless of funding source shall be conducted in accordance with all applicable laws, codes, and ordinances, including but not limited to the City Municipal Code, City Administrative Orders, and City Council Resolutions. PART FOUR -LICENSING AND EXPERIENCE The Consultant shall ensure all employees, sub-consultants/sub-contractors, have the current, applicable, and appropriate license, and the necessary experience to perform all duties assigned to them. PART FIVE - GENERAL ACTIVITIES OF THE CONSULTANT 1) APPRAISALS a) Upon receiving a written Notice to Proceed by the Contract Manager, the Consultant will be provided a Project Description, a list of partial and/or full property acquisitions necessary to facilitate the subject project; Preliminary Title Reports, Grants of Easement, and/or Temporary Construction Permits including legal descriptions, prepared for owner(s) signature; and an approved Purchase and Sales Agreement (PSA) template in Word format for use in preparing a PSA for each acquisition necessary to facilitate the project. b) The Consultant will make a diligent effort to provide the City with an appraisal report within sixty (60) calendar days from receiving the Notice to Proceed and legal descriptions (Exhibit A) and depiction of legal descriptions (Exhibit B) for each property acquisition for the project. CPD-13 FHWA Eng. On -Call T&M - Multiple (01-2025) Page 2 of 6 Exhibit A 4156550 c) All owners of property to be appraised or their designated representative must be offered the opportunity to accompany the Appraiser Consultant during the inspection of their property. The Appraiser Consultant shall comply with this requirement and include a statement in the appraisal report that the owner(s) or their designated representative was given this opportunity, and if they accepted, declined, or were unresponsive. 2) APPRAISAL REVIEWS a) The completed Appraisal Report must be reviewed by a licensed qualified review appraiser. b) The Review Appraiser must provide the City with a report of the review appraisal containing a Review Appraiser Certificate. 3) ACQUISITION a) The Consultant will make a diligent effort to send all owners impacted by the project written notice of the proposed project and ask the owner(s) to contact the Acquisition Agent at their earliest convenience within four (4) calendar days of receiving the APN or address of the property. The written notice should be sent to the address from the County Tax Assessor's most recent Rolls unless the Consultant has a more reliable address. b) The Consultant will make a diligent effort to contact the owner(s) by phone, email, or in person within three (3) calendar days of receiving a written determination of just compensation from the City based upon the final reviewed appraisal. c) The Consultant will make a diligent effort to, upon first contact with owner(s)/tenants, obtain all reasonable contact information for any member of the household over the age of 18 years -old and document this information in the diary/log. d) The Consultant will make a diligent effort to meet the property owner(s) in person within three (3) calendar days of the City staffs review and approval of the Consultant's first written offer package, including all necessary documents to present the first written offer. e) The Consultant must maintain a current written diary/log of all pertinent information related to the first written offer and ongoing negotiations related to each subject project parcel f) The Consultant will make a diligent effort to contact the owner(s) at least two (2) times per week to continue negotiations and reach a mutually satisfactory agreement between the City and the owner(s) without exceeding the compensation authorized by the City Contract Administrator. g) In the event the Consultant is unable to reach an agreement with the owner(s) after three months of regular and frequent contact with the owner(s), the Consultant will provide the owner with a written letter of impasse and return the complete file to the City with a written summary of the negotiations to date, unless additional time to continue negotiations is authorized by the City Contract Administrator. CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 3 of 6 Exhibit A 4156550 4) RESIDENTIAL RELOCATION a) The Consultant must initiate a relocation assistance program and plan, if applicable, that will involve providing each affected displacee with financial and advisory assistance. The needs of each displacee will be carefully analyzed to determine what specific benefits and services are obligatory. b) The Consultant must prepare Relocation Plans ("Plan"), if applicable, that conform to all requirements of State Housing Community Development (HCD) Guidelines California Code of Regulations, Title 25, and the Federal Uniform Act, if applicable, as well as Regulations for Implementation of the California Relocation Assistance Law and Property Acquisition Procedures. c) The Consultant must comply with all applicable federal and state laws, rules and regulations relating to relocation assistance d) The Consultant must provide advisory assistance on an on -going basis, including referrals to and coordination with social service agencies, housing authorities, and any other services which may be required e) The Consultant must prepare notices and personally deliver required notices, which may include Informational Statements, Notices of Displacement, 90-Day Notices to Vacate, and other notices. The Consultant must provide the displacee, in writing, with referrals to comparable replacement housing. The Consultant shall determine the eligibility of each displacee and the amount of relocation benefits. f) The Consultant must provide the displacee, in writing, with referrals to comparable replacement housing. The Consultant shall determine the eligibility of each displacee and the amount of relocation benefits, and prepare an Entitlement Letter to each displacee. g) The Consultant must conduct "decent, safe and sanitary" inspections of comparable replacement dwellings and advise the displacee of the findings. h) The Consultant must prepare all necessary claim forms, secure displacee's signature(s) on claim forms, and submit claim forms to the City for processing. When checks are available, the Consultant shall personally deliver checks to the displacee, whenever possible. i) The Consultant must obtain moving cost estimates as needed, and monitor the move, as necessary. j) The Consultant must maintain files on each displacee and submit completed files to the City when the displacee has received the final payment. k) The Consultant must provide the City with bi-weekly status reports, or as required, and a written report in a form pre -approved by City staff summarizing the status of the relocation for each displacee on a bi-monthly basis. 1) The Consultant must provide project management services to coordinate and meet with the City to discuss progress and schedule as needed. 5) BUSINESS RELOCATION a) The Consultant will initiate a relocation assistance program and plan that will involve providing each affected displacee with financial and advisory assistance. The needs of each displacee will be carefully analyzed to CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 4 of 6 Exhibit A 4156550 determine what specific benefits and services they qualify for. b) The Consultant will interview prospective displacees to ascertain relocation needs and inform the displacees of available relocation assistance services and benefits and explain the relocation process. c) The Consultant will prepare notices and deliver required notices, which may include Informational Statements, Notices of Displacement, 90-Day Notices to Vacate, and other notices, as required. d) The Consultant will provide the displacee, in writing, with referrals to comparable business locations and assist in any planning and/or permitting issues. e) The Consultant will advise business owners of potential claim for loss of goodwill. f) The Consultant will negotiate with the business owner for furniture, fixtures and equipment (FF&E) as may be required. The City will reimburse the Consultant for appraisals for such FF&E. The Consultant shall itemize this cost separately. g) The Consultant will facilitate the Notice of Bulk Transfer, fees for same to be paid by the City, and provide on -going advisory assistance to business owners. h) The Consultant will prepare specifications for the move and inventory of personal property, coordinating with the acquisition agent to ensure that there is no dispute with the property owner if the owner is not the business owner. i) The Consultant will obtain a minimum of two bids from movers that are suited to the type of business being relocated. j) The Consultant will monitor the actual move to the replacement site and the re- establishment activities, as necessary. k) The Consultant will determine the eligibility of each business and the proposed amount of relocation benefits, including actual and reasonable moving payments, re- establishment payments, or the "in -lieu" payment and deliver an Entitlement Letter to the business owner(s). 1) The Consultant will prepare all necessary claim forms, secure claimant's signatures on claim forms, and submit claim forms to the City for processing and payment. When checks are available, the Consultant shall personally deliver checks to the displacee, whenever possible. m) The Consultant will maintain files on each displacee, provide the City with bi- weekly status reports, or as required, and submit completed files to the City when the displacee has received final payment. 6) PURPOSE OF "SCOPE OF SERVICES." a) The purpose of the preceding "SCOPE OF SERVICES" is to provide a general outline of the roles of the City and the Consultant under this Agreement. b) Nothing in this "SCOPE OF SERVICES" is intended to supersede, eliminate, or limit the Federal, State, and Local Laws, Codes, Rules, Regulations or any other licensing body, oversight body or agency authority. At all times, the Consultant shall conduct all professional duties in accordance with the authoritative source, should any information, statements, or requirements conflict with those authoritative sources. CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 5 of 6 Exhibit A 4156550 SCHEDULE OF FEES CFS - Standard Hourly Labor Rates 2025 2026 2027 2028 Principal $ 220.00 $ 226.60 $ 233.40 $ 240.40 Project Manager $ 218.00 $ 224.54 $ 231.28 $ 238.21 Assistant Project Manager $ 179.12 $ 164.4J $ 190.03 $ 195.73 Senior Relocation /Acquisition Agent $ 140.00 $ 144.20 $ 148.53 $ 152.98 Right of Way Agent $ 110.00 $ 113.30 $ 116.70 $ 120.20 Administration &Contract Manager $ 135.97 $ 140.05 $ 144.25 $ 148.58 Quality Manaage r $ 122.56 $ 126.24 $ 130.02 $ 133.92 CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 6 of 6 Exhibit A 4156550 EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and CONTINENTAL ACQUISITION SERVICES, INC., a California corporation, DBA CONTINENTAL FIELD SERVICES (Consultant) MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non -owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non -owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to the Consultant's profession. MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 1 of 4 Exhibit B 4156550 primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. 4. All policies of insurance shall contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers. 5. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendar days' written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits, the Consultant shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. 6. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. 7. The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub - consultants, subcontractors, or anyone employed directly or indirectly by any of them. CLAIMS -MADE POLICIES If the Professional Liability (Errors and Omissions) insurance policy is written on a claims - made form: 1. The retroactive date must be shown and must be before the effective date of the Agreement or the commencement of work by the Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. If coverage is canceled or non -renewed and not replaced with another claims - made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by the Consultant, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 3 of 4 Exhibit B 4156550 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST YES* NO 1 Are you currently in litigation with the City of Fresno or any of its ❑ agents? 2 Do you represent any firm, organization, or person who is in litigation ❑ with the City of Fresno? 3 Do you currently represent or perform work for any clients who do �❑ business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business, which does business with the City ❑ ❑ of Fresno, or in a business which is in litigation with the City of } Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who ❑ ❑ has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any + interest, direct or indirect, in any other contract in connection with this Project? i * If the answer to any question is yes, please explain in full below. Explanation: ❑ Additional page(s) attached. 26�zl �0' A�� Signature Date T"GU.r (Name) N�U� (Company) (Address) f-(ecq lb ► q (City Sthte Zip) CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 1 of 1 Exhibit C 415655v1 c. Any substitution of subconsultants/subcontractors must be approved in writing by the City's Contract Manager. 4. Equipment Purchase a. Prior authorization in writing by the City's Contract Manager shall be required before the Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or the Consultant services. The Consultant shall provide a written request which includes an evaluation of the necessity or desirability of incurring such costs, three competitive quotations obtained in the manner prescribed in the City's Municipal Code Section 4-101(d) or 4-102 as applicable or a sole source justification as provided in the City's Administrative Order No. 3-3. b. Any equipment purchased as a result of this Agreement is subject to the following: the Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, the Consultant may either keep the equipment and credit the City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established the City procedures; and credit the City in an amount equal to the sales price. If the Consultant elects to keep the equipment, fair market value shall be determined at the Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to the City and the Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the City. 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. c. The above provisions shall be included in all subcontracts in excess of $25,000. 5. PROHIBITION OF EXPENDING City STATE OR FEDERAL FUNDS FOR LOBBYING This section only applies to contracts where federal funding will exceed $100,000. A. The Consultant certifies to the best of his or her knowledge and belief that: 1. No state, federal or City appropriated funds have been paid, or will be paid by -or -on behalf of the Consultant to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 2 of 3 Exhibit D 4156550 APPENDIX A TO EXHIBIT D Consultant Service Agreement between City of Fresno (City) and CONTINENTAL ACQUISITION SERVICES, INC., a California corporation, DBA CONTINENTAL FIELD SERVICES (Consultant) (1) The Consultant shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (REGULATIONS), which are herein incorporated by reference and made a part of this Agreement. (2) The Consultant, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub -applicants, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the Agreement covers a program set forth in Appendix B of the REGULATIONS. (3) In all solicitations either by competitive bidding or negotiation made by the Consultant for work to be performed under a Sub -agreement, including procurements of materials or leases of equipment, each potential sub -applicant or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin. (4) The Consultant shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to the Consultant's books, records, accounts, other sources of information, and its facilities as may be determined by STATE or Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the State of California (STATE) or the FHWA as appropriate and shall set forth what efforts the Consultant has made to obtain the information. (5) In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: (a) withholding of payments to the City under the Agreement within a reasonable period of time, not to exceed 90 days; and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) The Consultant shall include the provisions of paragraphs (1) through (6) in every sub - agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The Consultant shall take such action with respect to any sub -agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 1 of 2 Appendix A to Exhibit D 415655v1 EXHIBIT E TASK ORDER FORM Consultant Service Agreement between City of Fresno (City) and CONTINENTAL ACQUISITION SERVICES, INC., a California corporation, DBA CONTINENTAL FIELD SERVICES (Consultant) TASK ORDER Title/Project: Consultant: City Project ID: Task Order Descri Pion Attach Sco e of Work): Task Order Work Plan: Task Order Deliverable: Task Order Stang: Task Order Cost: Task Order Period of Performance: Task Order DBE Commitment: Consultant Project Manager: City Project Manager: Authorized Si natures Consultant's Authorized Representative I City's Authorized Representative Signature Name: Title: Date: Attachments: 1. Scope of Work 2. Cost Proposal Name: Title: Date: CPD-B FHWA Eng. On -Call T&M - Multiple (01-2025) Page 1 of 1 Exhibit E 415655v1 Signature