HomeMy WebLinkAboutBlair, Church & Flynn Consulting Engineers Agreement Consultant 9.1.2022;:);). -_! 3};)_ r,,I -c2 2-
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the I~ day of =~~
, 2022, by and between the CITY OF FRESNO, a California municipal corporation
(hereinafter referred to as CITY), and Blair, Church & Flynn Consulting Engineers, a
California corporation (hereinafter referred to as CONSUL TANT).
RECITALS
WHEREAS, CITY desires to obtain professional engineering services for the
design of plans and general construction contract documents for the City Hall Sewer Lift
Station Upgrades, hereinafter referred to as the "Project;" and
WHEREAS, CONSULTANT is engaged in the business of furnishing services as
a licensed civil engineer and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, 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 CITY by its Public Works
Department Director (hereinafter referred to as Director) or his/her 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 Serv ices. CONSUL TANT shall perform the services described
herein and in Exhibit A to complete the Project more fully described in Exhibit A, and
this shall include all work incidental to, or necessary to perform, such services even
though not specifically described in Exhibit A. The services of CONSUL TANT shall
consist of five Parts as described below. A separate Notice to Proceed will be issued for
each of the aforementioned Parts . By entry into this Agreement and upon CITY'S
issuance of a written "Notice to Proceed," CITY contracts for the services in Part One.
CONSUL TANT shall not perform any other Part of the Agreement, and this Agreement
shall not be a contract for any other Part, until further performance is authorized by CITY'S
issuance of a written "Notice to Proceed." It shall, however, remain CONSULTANT'S
offer to perform all remaining parts described herein. In the event CONSULTANT
performs services without CITY'S prior written authorization, CONSUL TANT will not be
entitled to compensation for such services.
(a) Part One . Schematic Des ign Phase.
(1) CONSUL TANT shall review the description of the Project set
forth in Exhibit A and consult with designated representatives of CITY to ascertain
the requirements of the Project.
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(2) CONSUL TANT shall conduct studies and investigations as
necessary to confirm requirements of design including, but not limited to, (i)
consulting with the various utility agencies, and (ii) obtaining all information and
data from the respective responsible CITY department/division that is available in
CITY'S records and is required by CONSULTANT in connection with the consulting
services including, but not limited to, maps, surveys, reports, information,
restrictions and easements. CONSULTANT shall notify CITY if a topographic
survey is required.
(3) CONSUL TANT shall provide a preliminary evaluation of the
Project taking into consideration CITY'S estimate of the cost of construction
(Construction Budget) of Eight Hundred Fifty Thousand Dollars ($350,000.00),
including alternative approaches to design and construction of the Project.
(4) Based upon the mutually agreed upon Project requirements
and any adjustments authorized by CITY in the Construction Budget,
CONSUL TANT shall design and prepare schematic design drawings and other
documents for review, modification, if required, and acceptance by CITY staff
sufficient to show the concept and scope of the proposed Project and the scale
and relationship of Project components.
(5) CONSUL TANT shall submit a preliminary estimate of
construction cost for review and acceptance by CITY. As used herein,
"construction cost" means the cost of construction under the general construction
contract and does not include CONSULTANT'S compensation as herein provided.
Such estimate shall include, and shall separately state, the cost of any add or
deduct alternatives, the cost of any work which may be let on a segregated bid
basis and any equipment or fixtures which may be incorporated in or excluded from
the general construction contract as may be necessary to stay within the
Construction Budget.
(6) CONSUL TANT shall make as many submittals as may be
necessary or desirable to obtain the acceptance by CITY and shall assist 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 CITY.
(7) CONSUL TANT may not rely upon any as-builts provided by
CITY but shall investigate the existing conditions and ascertain the adequacy of
such as-builts for CONSULTANT'S design. CONSUL TANT shall bring to CITY'S
attention any discrepancies in the as-builts that are discovered by CONSULTANT.
CITY makes no representations regarding any as-builts.
(8) Services shall be undertaken and completed in a sequence
assuring expeditious completion. All services shall be rendered and deliverables
submitted within sixty-three (63) calendar days from the issuance of a Notice to
Proceed for this Part unless an extension of time is approved in writing by the
Director. Re-submittals, as necessary to obtain the acceptance by CITY, shall be
submitted to CITY within thirty (30) calendar days from receipt of CITY'S
comments unless an extension of time is approved in writing by the Director.
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(b) Part Two . Des ign De ve lopment Phase. After review and acceptance
of the schematic design phase and issuance of a written Notice to Proceed with this Part
Two:
{1) Based upon the accepted schematic design documents and
the Construction Budget, including authorized revisions thereto, CONSUL TANT
shall prepare for review and acceptance by CITY the design development
documents consisting of drawings and other documents to fix and describe the
size and character of the Project as necessary to show treatment of significant
details. In addition, CONSULTANT shall provide outline specifications of the work
as to kinds of materials, systems, and other such design elements as may be
required. Such design development documents and specifications shall be subject
to review and acceptance by CITY.
(2) CONSUL TANT shall submit a revised estimate of
construction cost for review and acceptance by CITY. The revised estimate shall
include, but shall separately state, the cost of any add or deduct alternates , any
work which may be let on a segregated bid basis, and any furnishings, equipment
or fixtures which may be incorporated in or excluded from the general construction
contract as may be necessary to stay within the Construction Budget, including
authorized revisions thereto.
(3) In the event that the revised estimate of construction cost
exceeds the preliminary estimate of construction cost previously accepted,
excluding therefrom any add alternate, any work which may be let on a segregated
bid basis and any furnishing, equipment or fixtures which was identified in Part 1
as that which may be excluded from the general construction contract, CITY shall
have the option of accepting or rejecting the revised estimate and CONSUL TANT
shall, at no additional cost to CITY , make such design changes as may be
necessary to reduce the revised estimate so that it shall not exceed the preliminary
estimate of construction cost previously accepted by CITY. CITY shall not
increase the scope of the Project except by modification of this Agreement which
shall include an agreed upon increase in CONSULTANT'S compensation.
{4) CONSULTANT shall make as many submittals as may be
necessary or desirable to obtain the acceptance by CITY and shall assist 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 CITY.
(5) Services shall be undertaken and completed in a sequence
assuring expeditious completion. All services shall be rendered and deliverables
submitted within fifty-six (56) calendar days from the issuance of a Notice to
Proceed for this Part unless an extension of time is approved in writing by the
Director. Re-submittals, as necessary to obtain the acceptance by CITY , shall be
submitted to CITY within thirty (30) calendar days from receipt of CITY'S
comments unless an extension of time is approved in writing by the Director.
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(c) Part Three. Construction Document Phase . After review and
acceptance of the design development phase and issuance of a written Notice to Proceed
with this Part Three:
(1) CONSUL TANT shall prepare from the accepted design
development documents, detailed plans and specifications setting forth the
complete work to be done, and the materials, workmanship, finishes and
equipment, fixtures, and site work required. CONSUL TANT shall also prepare
necessary bidding information, general and special conditions of the general
construction contract, technical specifications of the general construction contract,
and the bid proposal and general construction contract forms. Such documents
shall be subject to the review and acceptance by CITY. CONSUL TANT shall
cooperate with , assist and be responsive to CITY'S Purchasing Manager in
preparation of all documents including, without limitation, slip-sheeting final
documents for printing when requested. CITY'S Standard Specifications must be
used by CONSULT ANT where possible. Final drawings shall be drawn, printed or
reproduced by a process providing a permanent record in black on vellum, tracing
cloth , polyester base film , or high quality bond copy. Bid, general conditions,
contract and bond document forms or formats regularly used by CITY shall be used
by CONSUL TANT unless the Director determines they would be impractical for
this Project. CONSUL TANT shall be responsible for assuring that the special
conditions, technical specifications and any other documents prepared by
CONSULTANT are consistent with any documents regularly used by CITY that are
used for this Project.
(2) Upon request of CITY, CONSUL TANT shall provide the
calculations used to determine the general construction contract quantities; and
structural calculations for the purpose of obtaining any building permits.
(3) CONSULTANT shall make as many submittals as may be
necessary or desirable to obtain the acceptance by CITY and shall assist CITY in
applying for and obtaining from applicable public agencies any approval , permit,
report, statement, or waiver required by law, which assistance shall include , but
not be limited to , making Project information available to CITY .
(4) CONSULTANT shall provide CITY with two (2) sets of
completed plans and one (1) sets of completed specifications for review and final
acceptance by CITY. Should the plans and specifications as submitted by
CONSUL TANT not be accepted by CITY, CONSUL TANT shall revise the plans
and specifications as needed to obtain final acceptance at no additional cost to
CITY.
(5) After acceptance of final corrections, if any, CONSUL TANT
shall provide CITY with one set of accepted reproducible tracings and bid
documents for the Project. In addition, CONSUL TANT shall provide CITY with one
complete set of CAD/System disk files of drawings and complete disk files of
specifications in the following format: Adobe PDF.
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(6) CONSUL TANT shall submit a final estimate of construction
cost for review and acceptance by CITY. Such estimate shall be calculated as of
the date all general construction contract documents are delivered to CITY in final
form ready for reproduction and advertising. Such estimate shall include, but shall
separately state, the cost of any add or deduct alternates, any work which may be
let on a segregated basis, and any equipment , or fixtures which may be
incorporated in or excluded from the general construction contract.
(7) In the event that the final estimate of construction cost
exceeds the revised estimate of construction cost previously accepted, excluding
therefrom any add alternate, any work which may be let on a segregated bid basis
and any furnishings, equipment or fixtures which was identified in the final revised
estimate in Part 2 as that which may be excluded from the general construction
contract, CITY shall have the option of accepting or rejecting the final estimate. If
CITY elects to reject the final estimate, CONSUL TANT shall at no additional cost
to CITY, make such design changes as may be necessary to reduce the final
estimate so that it shall not exceed the revised estimate of construction cost
previously accepted by CITY.
(8) Services shall be undertaken and completed in a sequence
assuring expeditious completion. All services shall be rendered and deliverables
submitted within forty-two (42) calendar days from the issuance of a Notice to
Proceed for this Part unless an extension of time is approved in writing by the
Director. Re-submittals, as necessary to obtain the acceptance by CITY, shall be
submitted to CITY within thirty (30) calendar days from receipt of CITY'S
comments unless an extension of time is approved in writing by the Director.
(d) Part Four. Bidd ing Ph ase. After review and acceptance of the
construction document phase and if CITY elects to proceed to bid, which shall constitute
a written Notice to Proceed with this Part Four:
(1) CONSULTANT shall assist CITY in obtaining bids.
CONSUL TANT shall not communicate with potential bidders regarding this Project
without the express prior written authorization of CITY'S Purchasing Manager.
(2) CONSUL TANT shall, within 7 calendar days of any request
by CITY, expeditiously draft and promptly provide addendum as determined by
CITY to be reasonable or necessary for the bidding process.
(3) If the lowest responsible bid received for the general
construction contract exceeds by 10% or more the final estimate of construction
cost previously accepted by CITY, excluding therefrom any add alternate, any work
which may be let on a segregated bid basis and any furnishings, equipment or
fixtures which are excluded from the general construction contract, CONSUL TANT
shall , within 14 calendar days of any request by CITY, revise the plans and
specifications as may be necessary to stay within 10% of such final estimate of
construction cost, at no additional cost to CITY provided such bid is received within
180 calendar days after completion of services in Section 1 (c) of this Agreement.
CONSUL TANT shall also submit such revised plans and specifications, together
with a new final estimate of construction cost, to CITY for review and acceptance.
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This procedure, using the latest accepted final estimate of construction cost, shall,
upon written notice to CONSULTANT from the Director, be repeated until an
acceptable bid is received that does not exceed the accepted final estimate of
construction cost by more that 10%.
(e) Part Five. Con struction Phase and General Construction Contract
Administration. The construction phase will begin with the award of the general
construction contract, which shall constitute a written Notice to Proceed with this Part
Five, and will terminate when a Notice of Completion is filed . Upon award of a general
construction contract for the Project and under the direction of the Director through
CITY'S designated Construction Manager for the Project:
(1) CONSULTANT shall attend the pre-construction conference
and, if called upon by CITY, act on CITY'S behalf in discussing the various aspects
of the construction phase.
(2) CONSULTANT shall review and recommend in writing to
CITY acceptance or non-acceptance of shop drawings, equipment and material
submittals of the general construction contractor as required by the general
construction contract and applicable laws and regulations in a timely manner. The
period for CONSUL TANT review shall be as specified in the general construction
contract, except if such period is not so specified, the period shall be as determined
in the pre-construction conference as mutually agreed upon by CITY,
CONSUL TANT and the general construction contractor.
(3) CONSUL TANT shall, at intervals appropriate to the state of
construction, familiarize itself with the progress and quality of the work and
determine in general if the work is proceeding in accordance with the general
construction contract documents, and keep CITY informed of the progress of the
work. In the event that CONSULTANT'S visit to the site results in the discovery of
any defect or deficiencies in the work of the general construction contractor,
CONSULTANT shall immediately advise CITY and document, in writing, the work
CONSULTANT deems substandard, and make recommendations where
appropriate to reject any work not conforming to the intended design or
specifications. Based on CONSULTANT'S best knowledge, information and
belief, CONSUL TANT shall provide CITY a general written assurance that the work
covered by a payment application meets the standards in the general construction
contract. As to technical aspects, CONSULTANT shall provide a written judgment
of the acceptability of the work for payment applications and final acceptance,
subject to CITY'S right to overrule CONSULTANT.
(4) Upon written request by CITY, CONSUL TANT shall render
interpretations of the general construction contract documents necessary for the
proper execution or progress of the work.
(5) Upon written request by CITY, CONSUL TANT shall render
written recommendations on change orders, claims, disputes or other questions
arising out of the general construction contract, in a timely manner.
Recommendations by CONSUL TANT in favor of a change order that is
consequently accepted by CITY shall constitute approval by CONSULTANT who
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shall then approve the change order in writing. CONSULT ANT shall not
unreasonably withhold written approval in the event CITY accepts a change order
that CONSUL TANT recommended to be rejected. In the event of any technical
disputes, CONSULTANT shall provide CITY with CONSULTANT'S written
interpretation of the contract documents . The period for CONSUL TANT review
shall be. as specified in the general construction contract, except if such period is
not so specified, the period shall be as determined in the pre-construction
conference as mutually agreed upon by CITY, CONSUL TANT and the general
construction contractor. If CITY, CONSUL TANT and the respective general
construction contractor are unable to mutually agree on such period for
CONSUL TANT review, then CITY will make the determination and that
determination will be final.
(6) Upon written request by CITY, CONSULTANT shall provide
such design and specification services as may be requested by CITY to implement
change orders necessary for clarification or interpretation of the general
construction contract documents or which may have resulted from errors or
omissions by CONSUL TANT.
(7) Where change orders arise as a result of an increase in the
scope of work or are due to unforeseeable conditions, the parties may modify this
Agreement, which mod ification shall include an agreed upon increase in
CONSULTANT'S compensation.
(8) Upon written request of CITY, CONSUL TANT shall assist
CITY in the preparation of Progress Payment Estimates and other related
construction reports.
(9) CONSUL TANT shall provide CITY with two sets of original
as-grade plans wet-stamped and signed by the CONSULTANT'S Engineer of
Record for the Project submitted for final approval by the CITY's Building and
Safety Services Division of the Development and Resource Management
Department on all° projects located outside the Right of Way.
(10) CONSULTANT shall prepare Record Drawings by updating
the accepted general construction documents in Part 3 to reflect all changes or
deviations that occurred during construction as reflected on or from each of the
following: (i) the general construction contractor provided red-lined plans, (ii)
those furnished by the CITY, (iii) CONSUL TANT provided Request for Information
responses, and (iv) any CONSULTANT bulletins, amendments or
clarifications. CONSUL TANT shall provide CITY with one set of vellum Record
Drawings for the Project within thirty (30) calendar days from receipt of red-lined
field markups unless an extension of time is approved in writing by the
Director. Re-submittals, as necessary to obtain the acceptance by CITY, shall be
submitted to CITY within twenty (20) calendar days from receipt of CITY
comments unless an extension of time is approved in writing by the Director. In
addition, CONSUL TANT shall provide CITY with one complete set of
CAD/System disk files of Record Drawings in the following format: AutoCAD .
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2. CITY 'S re sponsi bil ities . CITY will:
(a) Provide, upon request and cooperation of CONSUL TANT, access to,
and make all provisions necessary to , enter upon public or private lands as required for
CONSUL TANT to perform such services and inspections as are required in development
of the Project; provided, however, if CITY is unable to obtain access to enter upon public
or private lands, CONSUL TANT shall not be relieved from performing its services as to
those public and private lands that are accessible. If CONSUL TANT notifies CITY that a
topographic survey is required by CONSULTANT in connection with the consulting
services, then CITY will be responsible for conducting the topographic survey.
(b) Manage and be responsible for all negotiations with owners in
connection with land or easement acquisition and provide all required title reports and
appraisals.
(c) With the exception of preparing correspondence required for design,
hold all required special meetings, serve all public and private notices, receive and act
upon all protests, and perform all services customarily performed by owners as are
necessary for the orderly progress of the work and the successful completion of the
Project, and pay all costs incidental thereto .
(d) Select the testing laboratory and pay the cost of borin gs, samplings,
and other work involved in soils testing during construction.
(e) Conduct onsite inspection during construction to check quality and
quantity of work as conditions warrant and be responsible for assuring that the general
construction contractor carries out all construction work in accordance with the plans and
spe cificatio ns . However, this does not rele as e CO NS UL TA NT fro m its re spons ibility to
ma ke periodi c s ite vi sits under Section 1 (e ) for the p urpo se of ob serv in g th e work to
determine its general conformity with the pl ans an d sp ecifi cations an d rep orting its
findings to CITY.
(f)
CONSULTANT.
Prepare all change orders during construction in cooperation with
(g) Prepare all Progress Payment Estimates in cooperation with
CONSUL TANT following its general assurance that the work covered by a payment
application meets the standards in the general construction contract documents based
upon CONSULTANT'S best knowledge, information and belief.
(h) Pay, or cause to be paid, plan check fees, conditional use permit fees
and site plan review fees.
(i) Arrange for and pay, or cause to be paid, any fees associated with
Environmental Impact Reports or Statements .
U) Give reasonably prompt consideration to all matters submitted by
CONSUL TANT for acceptance to the end that there will be no substantial delays in
CONSULTANT'S program of work. For an acceptance, approval, authorization, a request
or any direction to CONSUL TANT to be binding upon CITY under the terms of this
Agreement, such acceptance, approval, authorization, request or direction must be in
writing, duly authorized by CITY and signed on behalf of CITY by the Director.
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3. Com pensati on.
(a) CONSULTANT'S sole compensation for satisfactory performance of
all serv ices required or rendered pursuant to this Agreement shall be a total fee of Seventy
Thousand Nine Hundred Dollars ($70,900.00), and a contingency amount not to exceed
Ten Thousand Dollars ($10,000.00) for any additional work rendered pursuant to
Subsection (d) below and authorized in writing by the Director. Such fees include all
expenses incurred by CONSULTANT in performance of such services .
(b) Detailed statements shall be rendered monthly and will be payable
in the normal course of CITY business. Such statements shall be for an amount no
greater than that attributable to the Part upon which CONSUL TANT is then engaged as
provided in Section 3(c) below.
(c) For purposes of determining the division of the total compensation to
CONSUL TANT as provided in Section 3(a) above, or should performance of any
succeeding Part not be authorized by CITY as provided in Section 1 of this Agreement, it
is agreed that the total compensation shall be allocated to the five Parts of
CONSULTANT'S performance as follows : Part 1 -Twenty-eight percent (28%), Part 2-
Thirty-five percent (35%), Part 3 -Nineteen percenter (19%), Part 4-Five percent (5%)
and Part 5-Thirteen percent (13%). Prior to the award of a general construction contract
for the Project, or should such contract not be awarded, the approved Parts as provided
above shall be utilized for purposes of determining the fee due to CONSULTANT.
(d) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to CONSULTANT'S compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. CONSULTANT shall not be
entitled to any additional compensation if services are performed prior to a signed written
amendment. Subsequent to the date of completion of Part Three, changes due to Code
revisions or enactments adopted after such date shall constitute additional work subject
to this Section 3(d).
4. Termi nation, Re medie s , Force Ma jeure, and Consolidatio n of Dis putes.
(a) This Agreement shall terminate without any liability of CITY to
CONSULT ANT upon the earlier of: (i) CONSULTANT'S tiling for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced
by a third party against CONSULTANT; (ii) 7 calendar days prior written notice with or
without cause by CITY to CONSUL TANT; (iii) CITY'S non -appropr iation offunds sufficient
to meet its obligations hereunder during any CITY fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
CONSUL TANT shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to CITY any and all unearned
payments and all properties and materials in the possession of CONSUL TANT that are
owned by CITY. Subject to the terms of this Agreement, CONSULTANT shall be paid
compensation for services satisfactorily performed prior to the effective date of
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termination. CONSUL TANT shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of CONSUL TANT to
satisfactorily perform in accordance with the terms of this Agreement , CITY may withhold
an amount that would otherwise be payable as an offset to, but not in excess of, CITY'S
damages caused by such failure . In no event shall any payment by CITY pursuant to this
Agreement constitute a waiver by CITY of any breach of this Agreement which may then
exist on the part of CONSUL TANT , nor shall such payment impair or prejudice any
remedy available to CITY with respect to the breach.
(d) Upon any breach of this Agreement by CONSULTANT, CITY may
(i) exerci s e any r ight , re medy (in contract, law or equity), or privilege which may be
av aila bl e to it under appli cabl e laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the 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 CITY improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) CONSUL TANT shall provide CITY with adequate written assurances
of future performance, upon the request of the Director or his/her designee, in the event
CONSUL TANT fails to comply with any terms or conditions of this Agreement.
(f) CONSUL TANT shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of CONSUL TANT and without
its fault or negligence such as, acts of God or the public enemy, acts of CITY in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. CONSUL TANT shall notify the Director
or his/her designee 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 the Director or his/her designee of the cessation of such
occurrence.
(g) CONSUL TANT agrees that, notwithstanding any contrary provision
in this Agreement, any dispute arising from or relating to this Agreement (including,
without limitation, disputes based on contract, tort, equity or statute) may, at CITY'S
option, be joined and consolidated with any other dispute or disputes arising from or
relating to the Project so that all disputes arising from or relating to the Project may be
resolved in a single proceeding. CONSUL TANT hereby specifically waives any objection
it may otherwise have to such joinder and consolidation and specifically consents to
mediation, arbitration or any other dispute resolution mechanism, forum or proceeding
necessary to effectuate the joinder and consolidation contemplated by this provision .
5. Co nfid e ntial Information, Ownershi p of Documents and Co pyri gh t Lic ense .
(a) Any reports, information, or other data prepared or assembled by
CONSUL TANT pursuant to this Agreement shall not be made available to any individual
or organization by CONSUL TANT without the prior written approval of CITY. During the
term of this Agreement, and thereafter, CONSUL TANT shall not, without the prior written
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consent of 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 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 CITY .
(b) Any and all original sketches , pencil tracings of working drawings,
plans, computations, specifications, computer disk files, writings and other documents
prepared or provided by CONSUL TANT pursuant to this Agreement are the property of
CITY at the time of preparation and shall be turned over to CITY upon expiration or
termination of the Agreement or default by CONSUL TANT . CONSUL TANT grants CITY
a copyright license to use such drawings and writings. CONSULTANT shall not permit
the reproduction or use thereof by any other person except as otherwise expressly
provided herein. CITY may modify the design including any drawings or writings. Any
use by CITY of the aforesaid sketches, tracings , plans, computations, specifications,
computer disk files, writings and other documents in completed form as to other projects
or extensions of this Project, or in uncompleted form, without specific written verification
by CONSUL TANT will be at CITY'S sole risk and without liability or legal exposure to
CONSULTANT. CONSULTANT may keep a copy of all drawings and specifications for
its sole and exclusive use.
(c) If CONSULTANT should subcontract all or any portion of the services
to be performed under this Agreement, CONSULTANT shall cause each subcontractor
to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this
Agreement.
6. P ro fes si o nal Ski ll. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as CONSUL TANT represents to CITY that
CONSUL TANT and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, CITY relies upon the skill of
CONSUL TANT and any subcontractors to do and perform such services in a skillful
manner and CONSUL TANT agrees to thus perform the services and require the same of
any subcontractors. Therefore, any acceptance of such services by CITY shall not
operate as a release of CONSULTANT or any subcontractors from said professional
standards.
7. Indemnification. To the furthest extent allowed by law, 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 and litigation
expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful
DPW-8 long Fonn Total Fee -Contingency (04--30-14)
-11-
misconduct of CONSUL TANT, its principals, officers , employees, agents or volunteers in
the performance of this Agreement.
If CONSUL TANT should subcontract all or any portion of the services to be
performed under this Agreement, CONSUL TANT 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.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement , 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 CITY'S Risk Manager or his/her designee at any time and
in his/her 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 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,
CONSUL TANT 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 CONSUL TANT
shall be withheld until notice is received by 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 CITY. Any failure to maintain the required insurance shall be
sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant
to this section shall in any way relieve CONSUL TANT of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation , notification received by CITY that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by CONSULTANT shall not be
deemed to release or diminish the liability of CONSUL TANT, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify CITY
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by CONSUL TANT. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of CONSUL TANT, its
principals, officers, agents, employees, persons under the supervision of CONSULTANT,
vendors , suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone
employed directly or indirectly by any of them.
(d) If CONSULT ANT should subcontract all or any portion of the services
to be performed under this Agreement, CONSUL TANT shall require each
DPW-8 Long Form Total Fee -Contingency (04-30-14)
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subcontractor/sub-consultant to provide insurance protection, as an additional insured, to
the CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of this section, except that any required certificates and
applicable endorsements shall be on file with CONSUL TANT and CITY prior to the
commencement of any services by the subcontractor. CONSULT ANT and any
subcontractor/sub-consultant shall establish additional insured status for CITY, its
officers, officials, employees, agents and volunteers by using Insurance Service Office
(ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an
executed manuscript company endorsement providing additional insured status as broad
as that contained in ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non-S olicitation .
(a) Prior to CITY 'S execution of this Agreement, CONSULTANT shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, CONSUL TANT shall have the obligation
and duty to immediately notify CITY in writing of any change to the information provided
by CONSUL TANT in such statement.
(b) CONSULTANT shall comply, and require its subcontractors to
comply, with all applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) federal , state and local conflict of interest laws
and regulations including, without limitation, California Government Code Section 1090
et. seq., the California Political Reform Act (California Government Code Section 87100
et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section
4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written
request of CITY, CONSUL TANT shall provide a written opinion of its legal counsel and
that of any subcontractor that, after a due diligent inquiry, CONSUL TANT and the
respective subcontractor(s) are in full compliance with all laws and regulations.
CONSUL TANT shall take, and require its subcontractors to take, reasonable steps to
avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to
the appearance of a conflict of interest , CONSUL TANT shall immediately notify CITY of
these facts in writing.
(c) In performing the work or services to be provided hereunder,
CONSUL TANT shall not employ or retain the services of any person while such person
either is employed by 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.
(d) CONSUL TANT represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or
procure this Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of
a bid for, or perform any services pursuant to, any other contract in connection with this
Project. CONSUL TANT and any of its subcontractors shall have no interest, direct or
indirect, in any other contract with a third party in connection with this Project unless such
DPW-8 long Form Total Fee -Contingency (04-30-14)
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interest is in accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing.
(f) If CONSUL TANT should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, CONSUL TANT shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 9 shall survive expiration or termination of this
Agreement.
10 . Recycling Program. In the event CONSUL TANT maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, CONSUL TANT at its sole cost and expense
shall:
(i) Immediately establish and maintain a viable and ongoing recycling
program, approved by CITY'S Solid Waste Management Division, for each
office and facility. Literature describing CITY recycling programs is
available from CITY'S Solid Waste Management Division and by calling City
of Fresno Recycling Hotline at (559) 621-1111.
(ii) Immediately contact CITY'S Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY'S Solid Waste
Management Division the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11 . General Terms .
(a) Except as otherwise provided by law, all notices expressly required
of CITY within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the Director or his/her designee.
(b) Records of CONSULTANT'S expenses pertaining to the Project shall
be kept on a generally recognized accounting basis and shall be available to CITY or its
authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
any period required by law . In addition, all books, documents, papers, and records of
CONSUL TANT pertaining to the Project shall be available for the purpose of making
audits, examinations , excerpts, and transcriptions for the same period of time. If any
litigation, claim, negotiations , audit or other action is commenced before the expiration of
said time period , all records shall be retained and made available to CITY until such action
is resolved, or until the end of said time period whichever shall later occur. If
CONSUL TANT should subcontract all or any portion of the services to be performed
under th is Agreement, CONSUL TANT shall cause each subcontractor to also comply with
the requirements of this paragraph. This Section 11 (b) shall survive expiration or
termination of this Agreement.
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(c) Prior to execution of this Agreement by CITY, CONSULTANT shall
have provided evidence to CITY that CONSULT ANT is licensed to perform the services
called for by this Agreement (or that no license is required). If CONSUL TANT should
subcontract all or any portion of the work or services to be performed under this
Agreement, CONSULTANT shall require each subcontractor to provide evidence to CITY
that subcontractor is licensed to perform the services called for by this Agreement (or that
no license is required) before beginning work.
(d) CONSULTANT'S services pursuant to this Agreement shall be
provided under the supervision of Zach Smith, and he/she shall not assign another to
supervise CONSULTANT'S performance of this Agreement without the prior written
approval of the Director.
12. Nondiscrimination. To the extent required by controlling federal, state and
local law, CONSUL TANT 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, CONSUL TANT agrees as follows:
(a) 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) CONSUL TANT will not discriminate against any employee or
applicant for employment because ofrace, 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.
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,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Such requirement shall apply to CONSULTANT'S employment practices including, but
not be limited to, the following: employment, upgrading, demotion or transfer; recruitment
or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. CONSULTANT
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination clause.
(c) CONSUL TANT will, in all solicitations or advertisements for
employees placed by or on behalf of CONSUL TANT in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
DPW-8 Long Form Total Fee -Contingency (04-30-14)
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medical condition, marital status, sex, age, sexual orientation, ethnic ity, status as a
disabled veteran or veteran of the Vietnam era.
(d) CONSUL TANT will send to each labor un ion or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding , a notice advising such labor union or workers' representatives of
CONSULTANT'S commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) If CONSUL TANT should subcontract all or any portion of the services
to be performed under this Agreement, CONSUL TANT shall cause each subcontractor
to also comply with the requirements of this Section 12.
13 . Indepen dent Co ntractor.
(a) In the furnishing of the services provided for herein, CONSULTANT
is acting solely as an independent contractor. Neither CONSULTANT, nor any of its
officers·, agents or employees shall be deemed an officer, agent, employee, joint venturer,
partner or associate of CITY for any purpose. CITY shall have no right to control or
supervise or direct the manner or method by which CONSUL TANT shall perform its work
and functions. However, CITY shall retain the right to administer this Agreement so as to
verify that CONSULT ANT is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between CONSULTANT and CITY . CONSULTANT shall have no authority to bind CITY
absent CITY'S express written consent. Except to the extent otherwise provided in this
Agreement, CONSULTANT shall bear its own costs and expenses in pursu it thereof.
(c) Because of its status as an independent contractor, CONSULTANT
and its officers, agents and employees shall have absolutely no right to employment rights
and benefits available to CITY employees. CONSUL TANT 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,
CONSULTANT shall be solely responsible, indemnify, defend and save CITY harmless
from all matters relating to employment and tax withholding for and payment of
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 CITY employment benefits,
entitlements, programs and/or funds offered employees of 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, CONSULTANT may be providing
services to others unrelated to CITY or to this Agreement.
14. Noti ces . 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
DPW-8 Long Form Total Fee• Contingency (04-30-14)
-16-
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
parties' respective heirs, successors, assigns, transferees, agents, servants, employees
and representatives.
16. Assi gnment.
(a) This Agreement is personal to CONSUL TANT and there shall be no
assignment by CONSULTANT of its rights or obligations under this Agreement without
the prior written approval of the City Manager or his/her designee. Any attempted
assignment by CONSUL TANT, its successors or assigns , shall be null and void unless
approved in writing by the City Manager or his/her designee.
(b) CONSULT ANT hereby agrees not to assign the payment of any
monies due CONSULTANT from CITY under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies
due CONSULTANT directly to CONSUL TANT .
17. Co mpl ia nce W it h Law . In providing the services required under this
Agreement, CONSUL TANT shall at all times comply with all applicable laws of the United
States, the State of California and CITY, and with all applicable regulations promulgated
by federal, state , regional, or local administrative and regulatory agencies, now in force
and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
19. Govern ing Law a nd Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Hea ding s. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
21. Se verabili ty . The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
DPW-B Long Form Total Fee -Contingency (04-30-14)
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22. Interpretation . The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that; should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with the ir generally accepted meaning.
23. At torney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term , covenant or condition of this Agreement , the
prevailing party in such proceeding or action shall be entit led to recover from the other
party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is , by
the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents . In the event of any conflict between the body
of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the Exhibit or Attachment. Furthermore , any terms or conditions
contained within any Exhibit or Attachment hereto which purport to modify the allocation
of risk between the parties , provided for within the body of this Agreement, shall be null
and void.
26. Cumulati ve Re medies . No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries . The rights , interests , duties and obligations
defined 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 CITY and CONSULTANT .
[SIGNATURE PAGE TO FOLLOW]
DPW-B Long Form Total Fee -Contingency (04-30-14)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written. ::•lCITYiw: OF FRESNO,
corporation
Brianarr,
Director
General Services Department
APPROVED AS TO FORM:
RINA M . GONZALES
Interim City Attorney
By: //~ M ~cud;-
.A:n g ela M. Karst Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City c 1e51, _ /
By: ~/11~ f-.).-.).2-.
~4 ~r'-'1"''..,,,J
REVIEWED BY:
Vevvie 'Bernarc[
Debbie Bernard, Project Manager
General Services Department
Addresses:
CITY:
City of Fresno
Attention : Debbie Bernard,
Project Manager
2101 'G' Street, Bldg. C
Fresno, CA 93706-1620
Phone: (559) 621-1201
FAX: (559) 457-1517
Attachments:
1. Exhibit A -Scope of Services
Blair, Church & Flynn Consulting
Engineers,
A California corporation
By:~~
Name: --'-~ /_d_--"'II/L..ar;a..::;.1.M-'-''/Z__ ~ ?-
· _'Je.2_--/Je]P, ___Title: ---=---A _S_t-=-=--7~ _-"'
[if corporation or LLC, Board
c:czres. or Vice Pres .]
By:--.=~....Yl!~~M~rii!!li,~~2r"K(J~ifJ/f!!!I--.....-
Name: MMA 4'.. tlr,w-
Title : CFo
[if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary.]
Any Applicable Professional License:
Number: .>'I 'fl c/
Name: t:Jtb!i_lJ ~1/1
Date of 1SSLJanCe:'.z;Ji?'.
CONSULTANT:
Blair, Church & Flynn Consulting
Engineers
Attention: Zach Smith, P.E.,
Project Engineer
451 Clovis Avenue, Ste. 200
Clovis , CA 93612
Phone : (559) 326-1400
FAX:
2. Exhibit B -Insurance Requirements
3. Exhibit C -Conflict of Interest Disclosure Form
DPW-B Long Form Total Fe e -Contingency (04-30-14)
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Exhibit A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Blair, Church & Flynn Consulting Engineers (Consultant)
C ity H a ll Sewer Lift S ta ti on Upgrades
PROJECT TITLE
The City of Fresno desires to rehabilitate the sewer lift station located at City Hall. These
upgrades will include, but are not limited to; replacing the pumps and rails, while rehabilitating the
existing wet well if possible either via a rehabilitative coating or a polymer concrete insert; lowering
the top of the wet well to match the· surrounding surfacing; replace the frame and lid with a
concrete lid and hatch; installation of bypass connections for use when the lift station is being
maintained; upgrade of the pump controllers and related electrical system as well as relocate to
provide additional space for wet well operation and maintenance. Replacement of the valve vault;
all new discharge piping; the existing check valves shall be replaced with swing check valves and
a safety grate shall be included on the wet well access hatch as well as adding a new drain
structure adjacent to the wet well to allow washing of the lift station pumps during maintenance.
The CONSUL TANT shall provide two (2) site layout options which may include relocating existing
site features like light poles or control panels or reserving a parking spot for ease of access by
maintenance vehicles. The design will utilize the existing electrical service at City Hall and no
new electrical service will be installed.
In addition to the scope of work within the Agreement the CONSULT ANT shall:
Prepare and maintain design schedule
Prepare and subm it utility search letters
Service s Outsid e of Scope Include:
Environmental studies and investigations
Preparation of SWPPP
Field boundary surveys, property corner surveys or preparation of records of survey
Acquisition of building permits
Construction staking
Daily construction inspection and testing
Acquisition of title informat ion
New electrical service
DPW-B Long Form Total Fee -Contingency (04-30-14)
Page 1 of 2
Exhibit A
Should the parties modify the Agreement to increase or decrease the scope of services of the
CONSUL TANT the following rate schedule shall be used to determine any change in fee:
Principal ............................................ ................................................ .
Program Manager .............. ............... ............. .................. ...... ............ ..
Professional Engineer 3 ........................ ............................................... .
Professional Engineer 2 ...................................................... ................. .
Professional Engineer 1 .................................... ................................... .
Assistant Engineer 3 ..................................................................... .......
Assistant Engineer 2 .................. ..........................................................
Assistant Engineer 1 ........................................ ....................................
Professional Land Surveyor 2 ........................................ ................... .... .
Professional Land Surveyor 1 .................... ..................... .......................
Assistant Surveyor .................................... ......................................... .
Land Services Technician .................................................................... .
Professional Landscape Architect .................. ....................... ................. .
Landscape Designer .............................................................. ............ ..
Design Technician ............................................................................. ..
CAD Technician 3 ......................................................................... ...... .
CAD Technician 2 ............................................... ......... ........................
CAD Technician 1 .............................................................................. ..
Environmental Consultant ................................................... .................. .
Construction Manager ............................................................... ........... .
Construction Inspector *" ....................................................................... .
Construction Administrator ............................................................. ....... .
Analyst ............................................... ............ ................................. ...
Coordinator .............. ......................................................................... ..
Administrative Assistant .............................. .......................................... .
Aide .................................................................................... ............. ..
Survey Party Mobilization ............... ........................................................
1-Man Survey Party** ...................................................... .................... ..
2-Man Survey Party** ................................................ .......................... ..
LiDAR Scanner ................................................................................... .
$170/hr.
$165/hr.
$160/hr.
$155/hr.
$145/hr.
$125/hr.
$110/hr.
$105/hr.
$155/hr.
$140/hr.
$110/hr.
$95/hr.
$127/hr.
$105/hr.
$110/hr.
$98/hr.
$88/hr.
$78/hr.
$120/hr.
$120/hr.
$100/hr.
$85/hr.
$90/hr.
$80/hr.
$65/hr.
$58/hr.
$80/hr.
$190/hr.
$360/hr.
$200/hr.
**May be subject to change based upon revisions to the State of California Prevailing Wage
Determinations
DPW-B Long Form Total Fee -Contingency (04-30-14)
Page 2 of 2
Exhibit A
Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (CITY)
and Blair, Church & Flynn Consulting Engineers (CONSULTANT)
C ity Ha ll Sewer Lift Statio n Upgrades
PROJECT TITLE
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 insurance 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 ISO *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).
If personal automobile coverage is used , the CITY, its officers, officials,
employees, agents and volunteers are to be listed as additional insureds.
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
CONSULT ANT'S profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
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 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:
1. 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
DPW-B Long Form Total Fee - Contingency (04-30-14)
Page 1 of4
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABI LITY:
$1,000,000 per accident for bodily injury and property damage .
OR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than :
(i) $100,000 per person;
(ii) $300,000 per accident for bodily injury; and ,.
(iii) $50,000 per accident for property damage.
3 . WORKERS ' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER 'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its
officers, officials, employees , agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSUL TANT shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CONSUL TANT shall also be responsible for payment of any self
insured retentions. Any deductibles or self-insured retentions must be decla red on the Certificate
of Insurance, and approved by, the CITY'S Risk Manager or his/her designee. At the option of
the CITY'S Risk Manager or his/her designee, either:
(I ) The insurer shall reduce or elim inate such deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents and
volunteers; or
DPW-B Long Form Total Fee -Contingency (04-30-14)
Page 2 of 4
(ii) CONSULTANT shall provide a financial guarantee, satisfactory to CITY'S
Risk Manager or his/her designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses. At no
time shall CITY be responsible for the payment of any deductibles or self
insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The Ge nera l Liabilitv an d Au tomobile Liability insura nce policies are to contain, or be endorsed
to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds. CONSULTANT shall establish additional insured status for the
City and for all ongoing and completed operations by use of ISO Form
CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 3710 01 or by an executed
manuscript insurance company endorsement providing additional insured status
as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees , agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
3 . For any claims related to this Agreement, CONSULTANT'S insurance coverage
shall be primary insurance with respect to the CITY, its officers, officials ,
employees, agents and volunteers. Any insurance or self-insurance maintained
by the CITY, its officers, officials, employees, agents and volunteers shall be
excess of CONSULTANT'S insurance and shall not contribute to it.
CONSULTANT shall establish primary and non-contributory status by using ISO
Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 01 04 13 .
The Workers ' Com pensation insuran ce policy is to contain, or be endorsed to contain, the
following provision: CONSULTANT and its insurer shall waive any right of subrogation against
CITY, its officers, officials, employees, agents and volunteers .
If the Professiona l Liability (Errors and Om issio ns) insura nce po licy 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 CONSUL TANT.
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 ofthe Agreement
or the commencement of work by CONSULTANT, CONSULTANT must purchase
DPW-8 Long Form Total Fee -Contingency (04-30-14)
Page 3 of 4
"extended reporting" coverage for a minimum of five (5) years after completion of
the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to prov ide 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 CITY. CONSULTANT
is also responsible for provid ing written notice to the CITY unde r 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, CONSUL TANT shall furnish 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 CITY, CONSULTANT shall provide _ a new cert ificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to
the expiration date of the expiring policy .
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received
and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the
Agreement and before work commences. All non-ISO endorsements amending policy coverage
shall be executed by a licensed and authorized agent or broker. Upon request of CITY ,
CONSULTANT shall immediately furnish City with a complete copy of any insurance pol icy
required under this Agreement, including all endorsements, with said copy certified by the
underwriter to be a true and correct copy of the original policy . This requirement shall survive
expiration or termination of this Agreement.
DPW-B Long Form Total Fee -Contingency (04-30-14)
Page 4 of 4
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
CNy Hall Sewer Lift Station Upgrades
PROJECT TITLE
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? □ ■
.. If the answer to any question is yes, please explain in full below .
-
Explanation:
Item 3. Blair, Church & Flynn Consulting Engineers has
a number of clients that could potentially do business
with the City of Fresno including: Pacific Gas & Electric
Company, the City of Clovis, the County of Fresno,
Fresno Irrigation District, Fresno Metropolitan Flood
Control District, Clovis USO, Fresno USO and Central
USD.
Li n 01 I ,/vz,.T -:..,.,.,,.,. ---·--",I
Signature Date
Adam K. Holt
(name)
Blair, Church & Flynn Consulting Engineers, Inc.
(company)
451 Clovis Avenue, Suite 200
(address)
Clovis, CA 93612
(city state zip)