HomeMy WebLinkAboutQuad Knopf, Inc. - Consultant Agreement - 3-30-2023AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective on MGrok 3 b
20�3 , by and between the CITY OF FRESNO, a California municipal corporation (City),
and Quad Knopf, Inc., dba QK, a California corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional on -call Civil Engineering services for
the Public Works Capital Improvement Program (Program); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Licensed Professional 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, the City has conducted a qualification -based selection process to obtain
professional Civil Engineering Firms to be contracted on an on -call basis for services, as
defined by this Agreement, that are to be awarded Task Order work as needed by City;
and
WHEREAS, the City may contract with multiple consultants under the qualification -based
selection process and award Task Order work on a competitive basis per the selection
criteria defined herein and solicited to the contracted consultants; and
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 Public Works 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.
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 years, subject to any earlier termination in accordance with this
Agreement. The City, in its discretion, may extend the Agreement for up to two
years additional one-year terms. The Contract Administrator shall have the
authority to execute an extension of this Agreement. 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
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each of the awarded Task Orders, following the Consultant's successful
submission of a Proposal, which shall be awarded based on the criteria defined
herein. City may, at its discretion, issue concurrent Notices to Proceed, allowing
Consultant to perform concurrent Task Orders. By entry into this Agreement and
upon City's issuance of a written "Notice to Proceed," City contracts for the
services in the specific Task Order. Consultant shall not perform any other Task
Order work of the Agreement, and this Agreement shall not be a contract for any
other Task Order, 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 services described herein. In the event Consultant performs services without
City's prior written authorization, Consultant will not be entitled to compensation
for such services. Work shall be undertaken and completed in a sequence assuring
expeditious completion, but in any event, all such services shall be completed
within the agreed upon duration for each individual Task Order from such
authorization to proceed.
3. Compensation.
(a) The Consultant will be reimbursed for hours worked at the hourly rates
specified in the Consultant's approved Cost Proposal as described in
Exhibit A, Schedule of Fees. The specified hourly rates shall include direct
salary costs, employee benefits, prevailing wages, employer payments,
overhead, and fee. These rates are not adjustable for the performance
period set forth in this Agreement. The Consultant will be reimbursed within
thirty days upon receipt by the City's Contract Administrator of itemized
invoices in duplicate.
(b) In addition, the Consultant will be reimbursed for incurred (actual) direct
costs other than salary costs that are in the approved Cost Proposal of the
authorized Task Order.
(c) Specific projects will be awarded to the Consultant through issuance of Task
Orders.
(d) After a project to be performed under this Agreement is identified by the
City, the City will prepare a Task Order Request For Proposal (RFP) for the
specific Task Order. A Task Order RFP will identify the scope of services,
expected results, project deliverables and will designate a City Coordinator.
If the City contracts with multiple consultants for these services, the RFP
will be solicited to the contracted consultants for review. Evaluation criteria
will be included in each solicitation. The Task Order RFP will contain
evaluation criteria that will identify the best value firm for each task.
The evaluation criteria may include:
o Availability of Personnel
o Staff Capabilities
o Completion Schedule
o Experience of Consultant or Sub -Consultants
o Cost Proposal
o Completeness
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o Past Performance
(e) The Consultant/s shall return a Proposal and a draft Task Order, per Exhibit
D attached hereto, within the timeframe specified in the Task Order RFP.
Failure to respond to an RFP may be considered a breach of contract.
(f) Proposals will be evaluated and ranked based on the defined criteria within
the 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 Consultant will
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 not award a
Task Order if the Cost Proposal/s are disagreeable 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:
(NAME OF LOCAL AGENCY/ NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
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(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
extends beyond the expiration date of this Agreement.
(o) The total amount payable by the City for an individual Task Order shall not
exceed the amount agreed to in the Task Order, unless authorized by
amendment.
(p) If the Consultant fails to satisfactorily complete a deliverable according to
the schedule set forth in a Task Order, no payment will be made until the
deliverable has been satisfactorily completed.
(q) Task Orders may not be used to amend the language (or the terms) of this
Agreement or exceed the scope of work under this Agreement.
(r) The total amount payable by the City for all Task Orders resulting from
under this Agreement shall not exceed $ 750,000. It is understood and
agreed that there is no guarantee, either expressed or implied that this
dollar amount will be authorized under this Agreement through Task Orders.
4. Termination, Remedies and Force _Majeure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultants filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) seven
calendar days prior written notice with or without cause by the City to the
Consultant; (iii) the City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Program; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to the
City any and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant 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 the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
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may be available to it under applicable 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 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 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.
ii. 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
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in the performance of this Agreement at public hearings or in
response to questions from a Legislative committee.
iii. The Consultant shall not issue any news releases or any public
relations item of any nature, whatsoever, regarding work performed
or to be performed under this Agreement without prior review of the
contents thereof by the City and receipt of the City's written
permission.
(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 the Consultant pursuant to this
Agreement, in any form whatsoever, are the property of the City at the time
of preparation and shall be turned over to the City upon expiration or
termination of the Agreement or default by the Consultant. The Consultant
grants the City a copyright license to use such drawings and writings. The
Consultant shall not permit the reproduction or use thereof by any other
person except as otherwise expressly provided herein. The City may
modify the design including any drawings or writings. Any use by the City
of the aforesaid sketches, tracings, plans, computations, specifications,
computer disk files, writings and other documents in completed form as to
other projects or projects of this Program, or in uncompleted form, without
specific written verification by the Consultant will be at the City's sole risk
and without liability or legal exposure to the Consultant. The Consultant
may keep a copy of all drawings and specifications for its sole and exclusive
use.
(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the 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. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
Consultant 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, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, including California Civil
Code section 2782.8, the 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
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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.
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.
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.
(c) 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
duty to indemnify the 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 the
Consultant. Approval or purchase of any insurance contracts or policies
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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.
(d) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each
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 the Consultant and the City prior to the commencement of any services
by the subcontractor. The Consultant and any subcontractor/sub-consultant
shall establish additional insured status for the 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 -Solicitation.
(a) Prior to the City's execution of this Agreement, the 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, the
Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The 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, Consultant shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, Consultant and the respective
subcontractor(s) are in full compliance with all laws and regulations.
Consultant 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, Consultant
shall immediately notify the City of these facts in writing.
(c) 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,
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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) 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.
(e) 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.
(f) 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/s. 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/s,
which will follow.
(g) 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.
(h) 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
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(i) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Pro ram. In the event the Consultant 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, the Consultant at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
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each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the 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.
(c) Cooperate with and demonstrate to the satisfaction of the 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 the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Director or designee.
(b) Records of the Consultant's expenses pertaining to this Agreement 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 Consultant pertaining to this
Agreement 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 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 paragraph. 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 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 Ernie Escobedo, and he/she shall not assign
another to supervise the 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, the Consultant shall not employ discriminatory practices in the provision of
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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,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the 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. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant 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, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union 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 the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
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(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. 1 ndependent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to the City employees. The
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
DPW-S On Call NonFed Agt T&M (05-2022)
-12-
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. 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 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
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. Governing Law and 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. Headings. 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, Severability. 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-S On Call NonFed Agt. T&M (05-2022)
-13-
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 their generally accepted meaning.
23. Attorney'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 entitled 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. Cumulative Remedies. 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.
2& 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.
[Signatures follow on the next page.]
DPW-S On Call NonFed Agt T&M (05-2022)
-14-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By: _
Randall Morrison, PE
Assistant Director
Public Works Department
ATTEST:
TODD STERMER, CIVIC
City Clef
By: - -7 -�
aeA
No signature of City Attorney required.
Standard Document #DPW-S On Call
NonFed Agreement T&M (05-2022) has
been used without modification, as
certified,,'' by the undersigned.
By: �;
Gu tavv Rangel,
Project Manager
Public Works Department
REVIEVVED BY:
By.
. sus Avitia, PE a3
Deputy City Engineer
Public Works Department
Address:
CITY:
City of Fresno
Attention: Gustavo Rangel,
Project Manager
2600 Fresno Street, Room 4016
Fresno, CA 93721-3623
Phone: (559) 621-8634
E-mail: Gustavo. Rangel@fresno.gov
Quad Knopf, Inc., dba QK,
a California corporation
Name: a'AO�
Title: e'
(If corporation or LLCJ Board Chair,
Pres. or Vice Pres.)
By: bL&), �, u ti
Name: PAW Jk0XvLA.JD
Title:
CV-n
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License -
Number: SB&`i
Name: +mot -z
Date of Issuance:
Address:
CONSULTANT:
Quad Knopf, Inc., dba QK
Attention: Ernie Escobedo,
Senior Project Manager
601 E Pollasky Avenue, Suite 301
Clovis, CA, 93612
Phone: (559) 449-2400
E-mail: Ernie.Escobedo@gkinc.com
DPW-S On Call NonFed Agt. T&M (05-2022)
-15-
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D — Task Order Form
DPW-S On Call NonFed Agt. T&M (05-2022)
-16-
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Quad Knopf, Inc., dba QK, (Consultant)
Public Works Capital Improvement Program (Program)
Services will be on an on -call basis and will include but are not limited to miscellaneous
engineering services such as feasibility studies, cost estimates, preparation of exhibits,
grant writing, benefit -cost analysis, data collection, on -going engineering support,
surveying, engineering landscape review and administration of materials in accordance
with grant requirements for current and future Capital Projects. Capital projects may
include multipurpose trails, street widenings, grade separations, intersection
modifications, and neighborhood improvements. In general:
• Familiarity with various funding applications and grants to include, but not limited
to federal, state, and local funding programs and applications
• Preparation of funding abstracts, production, and submittal of applications to
funding sources. A copy of each grant application submitted is to be provided to
the City
• Ensure all required components of each application are included and adhere to
grant evaluation criteria
• Creating funding plans providing a cohesive layout of funding strategies to
demonstrate how projects will be funded. Providing dates, timelines, strategies,
engineering or informative exhibits for project funding completion as needed
• Prepare engineering concepts, informative exhibits, executive summaries, and
other documents using City's templates
Engineering studies: Traffic; Railroad; Pedestrian; safety; feasibility; etc.
Engineering Estimates
• Community outreach
• Alternative and Constructability Analysis
• Solicitation and preparation of Letters of Support as needed
• Monthly reporting to the City summarizing the amount of time expended and
describing activities undertaken during the previous month
• Post construction performance measure reporting
• Surveying
DPW-S On -Call NonFed Agt. T&M (05-2022)
Page 1
Exhibit A
Survey support to include, but not limited to producing legal descriptions, maps,
and survey crews
Licensed landscape architect to help review capital projects
DPW-S On -Call NonFed Agt. T&M (05-2022)
Page 2
Exhibit A
SCHEDULE OF FEES
[See Next Page]
DPW-S On -Call NonFed Agt. T&M (05-2022)
Page 2 of 2
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno
(City) and Quad Knopf Inc., dba QK, (Consultant)
Public Works Capital Improvement Program (Program)
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
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 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).
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
Consultant's profession.
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:
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
DPW-S On -Call NonFed Agt T&M (05-2022)
Page 1 of 5
(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:
$1,000,000 per accident for bodily injury and 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
Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Consultant shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager
or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects to City, its officers, officials, employees,
agents and volunteers; or
(ii) Consultant shall provide a financial guarantee, satisfactory to City's
Risk Manager or designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
DPW-S On -Call NonFed Agt. T&M (05-2022)
Page 2of5
At no time shall City be responsible for the payment of any
deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONSIENDORSEMENTS
The General Liability and Automobile Liability insurance 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 for all ongoing and completed operations under the
Commercial General Liability policy by use of ISO Forms or an executed
manuscript insurance company endorsement providing additional insured
status. The Commercial General endorsements must be as broad as that
contained in ISO Forms: CG 20 10 11 85 or both CG 20 10 & CG 20 37.
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 relating 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 with 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
2001 0413.
The Workers' Compensation insurance olio 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 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 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,
DPW-S On -Call NonFed Agt. T&M (05-2022)
Page 3 of 5
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 Consultant, 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.
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 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 City. 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, Consultant 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 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.
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.
The fact that insurance is obtained by Consultant shall not be deemed to release or
diminish the liability of 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 Consultant. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
Consultant, 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.
SUBCONTRACTORS - If Consultant subcontracts any or all of the services to be
performed under this Agreement, Consultant shall require, at the discretion of the City
Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with
the City to provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
DPW-S On -Call N'onFed Agt. T&M (05-2022)
Page 4 of 5
reviewed and preapproved by City Risk Manager or designee. If no Side Agreement is
required, Consultant will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
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 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 policy 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-S On -Call NonFed Agt. T&M (05-2022)
Page 5 of 5
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Piihlir Wnrkc ranitnl Imnrnvement Program (Program)
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its
F '
LIZ
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
P
❑
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,
by blood to City of Fresno employee who
related or marriage any
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.
QK regularly performs work for both
private and agency clients within the
City of Fresno. These projects would
not conflict with any existing work in
the City.
❑ Additional page(s) attached
&V'� 19', 6
Signature -
February 28, 2023
Date
Amber Aguayo
(Name)
Quad Knopf, Inc. dba QK
(Company)
601 Pollaksy Avenue, Suite 301
(Address)
Clovis, CA 93612
(City State Zip)
DPW-S On -Call NonFed Agt. T&M (05-2022)
Exhibit C
EXHIBIT D
TASK ORDER FORM
Consultant Service Agreement between City of Fresno (City)
and QK Inc., (Consultant)
Public Works Capital Improvement Program (Program)
TASK ORDER
Title/Project:
CONSULTANT:
CITY Project ID:
Task Order Descry tion Attach Scope of Work
Task Order Work Plan:
Task Order Deliverable:
Task Order Staffing_
Task Order Cost:
Task Order Period of Performance:
Consultant Project Manager:
City Project Manager:
Consultant's Authorized
Signature
Name:
Title:
Date:
Attachments:
1. Scope of Work
2. Cost Proposal
Authorized
resentative
DPW-S Non -Fed Eng. On -Call T&M (03-28-22)
signatures
Citv's Authorized Representative
Name:
Title:
Date:
Signature
Exhibit D
Page 1 of 1