HomeMy WebLinkAboutWilldan Engineering - Marks Avenue Overlay - Ashlan to Dakota - 2019 AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the / 27'�'day of April, 2019, by
and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to
as "CITY"), and WILLDAN ENGINEERING, INC., A California Corporation (hereinafter referred
to as "CONSULTANT").
RECITALS
WHEREAS, CITY desires to obtain professional Civil Engineering services for the design
of plans and general construction contract documents for Marks Avenue Overlay from Ashlan to
Dakota, hereinafter referred to as the "Project;" and
WHEREAS, CONSULTANT is engaged in the business of furnishing services as a 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 Services. CONSULTANT 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 CONSULTANT 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. CONSULTANT 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,
CONSULTANT will not be entitled to compensation for such services.
(a) Part One, Schematic Design Phase.
(1) CONSULTANT 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.
(2) CONSULTANT 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
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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) CONSULTANT shall provide a preliminary evaluation of the
Project taking into consideration CITY'S estimate of the cost of construction
("Construction Budget") of Five Hundred Seventy Thousand, Three Hundred Dollars
($570,300.00), 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, CONSULTANT 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) CONSULTANT 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) 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.
(7) CONSULTANT 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. CONSULTANT 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 twenty eight (28) 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 seven (7) calendar days from receipt of CITY'S comments unless an
extension of time is approved in writing by the Director.
(b) Part Two, Design Development 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, CONSULTANT shall
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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) CONSULTANT 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 CONSULTANT 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 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 seven (7) calendar days from receipt of CITY'S comments unless an extension of
time is approved in writing by the Director.
(c) Part Tliree. 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) CONSULTANT 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. CONSULTANT 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
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construction contract forms. Such documents shall be subject to the review and
acceptance by CITY. CONSULTANT 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 CONSULTANT 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 CONSULTANT unless the Director determines they would be impractical for
this Project. CONSULTANT 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, CONSULTANT 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 eight (8) sets of completed
plans and eight (8) sets of completed specifications for review and final acceptance by
CITY. Should the plans and specifications as submitted by CONSULTANT not be
accepted by CITY, CONSULTANT 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, CONSULTANT shall
provide CITY with one set of accepted reproducible tracings and bid documents for the
Project. In addition, CONSULTANT shall provide CITY with one complete set of
CAD/System disk files of drawings and complete disk files of specifications in the
following format: AutoCAD 2018 and Microsoft Word.
(6) CONSULTANT 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, CONSULTANT shall at no additional cost to CITY, make such design changes
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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 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 seven (7) calendar days from receipt of CITY'S comments unless an extension of
time is approved in writing by the Director.
(d) Part Four. Bidding Phase. 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.
CONSULTANT shall not communicate with potential bidders regarding this Project
without the express prior written authorization of CITY'S Purchasing Manager.
(2) CONSULTANT 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, CONSULTANT 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. CONSULTANT shall also submit such revised plans and
specifications, together with a new final estimate of construction cost, to CITY for review
and acceptance. 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. Construction 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
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the general construction contractor as required by the general construction contract and
applicable laws and regulations in a timely manner. The period for CONSULTANT
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, CONSULTANT and the general construction contractor.
(3) CONSULTANT 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, CONSULTANT 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, CONSULTANT 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, CONSULTANT 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
CONSULTANT in favor of a change order that is consequently accepted by CITY shall
constitute approval by CONSULTANT who shall then approve the change order in
writing. CONSULTANT shall not unreasonably withhold written approval in the event
CITY accepts a change order that CONSULTANT 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
CONSULTANT 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, CONSULTANT and the
general construction contractor. If CITY, CONSULTANT and the respective general
construction contractor are unable to mutually agree on such period for CONSULTANT
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 CONSULTANT.
(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 modification shall include an agreed upon increase in CONSULTANT'S
compensation.
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(8) Upon written request of CITY, CONSULTANT shall assist CITY in
the preparation of Progress Payment Estimates and other related construction reports.
(9) CONSULTANT 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) CONSULTANT provided Request for Information responses, and (iv) any
CONSULTANT bulletins, amendments or clarifications. CONSULTANT shall provide
CITY with one set of vellum Record Drawings for the Project within twenty one (21)
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 seven (7) calendar days from
receipt of CITY comments unless an extension of time is approved in writing by the
Director. In addition, CONSULTANT shall provide CITY with one complete set of
CAD/System disk files of Record Drawings in the following format: AutoCAD 2018 and
Adobe PDF.
2. CITY'S responsibilities. CITY will:
(a) Provide, upon request and cooperation of CONSULTANT, access to, and
make all provisions necessary to, enter upon public or private lands as required for
CONSULTANT 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, CONSULTANT shall not be relieved from performing its services as to those public and
private lands that are accessible. If CONSULTANT 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 borings, 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
specifications. However, this does not release CONSULTANT from its responsibility to make
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periodic site visits under Section 1(e) for the purpose of observing the work to determine its
general conformity with the plans and specifications and reporting its findings to CITY.
(f) Prepare all change orders during construction in cooperation with
CONSULTANT.
(g) Prepare all Progress Payment Estimates in cooperation with
CONSULTANT 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.
0) Give reasonably prompt consideration to all matters submitted by
CONSULTANT 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 CONSULTANT 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.
3. Compensation.
(a) CONSULTANT'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee of Forty Thousand,
Seven Hundred Sixty Dollars ($40,760.00). Such fee includes all expenses incurred by
CONSULTANT in performance of the 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 CONSULTANT is then engaged as provided in Section 3(c)
below.
(c) For purposes of determining the division of the total compensation to
CONSULTANT 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 - $11,376 (28%), Part 2 - $10,835 (26.6%), Part 3 - $12,649 (31%), Part 4 -
$2,329 (5.7%) and Part 5 - $3,571 (8.7%). 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
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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. Termination, Remedies, Force Maieure. and Consolidation of Disputes.
(a) This Agreement shall terminate without any liability of CITY to
CONSULTANT upon the earlier of: (i) CONSULTANT'S filing 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
CONSULTANT; (iii) 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 Project;
or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
CONSULTANT 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 CONSULTANT 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 termination. 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 CONSULTANT 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
CONSULTANT, 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) exercise any right, remedy (in contract, law or equity), or privilege which 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 CITY improperly terminated this Agreement for default, such termination shall
be deemed a termination for convenience.
(e) CONSULTANT shall provide CITY with adequate written assurances of
future performance, upon the request of the Director or his/her designee, in the event
CONSULTANT fails to comply with any terms or conditions of this Agreement.
(f) CONSULTANT shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of CONSULTANT 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. CONSULTANT 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.
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(g) CONSULTANT 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.
CONSULTANT 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. Confidential Information, Ownership of Documents and Copyright License.
(a) Any reports, information, or other data prepared or assembled by
CONSULTANT pursuant to this Agreement shall not be made available to any individual or
organization by CONSULTANT without the prior written approval of CITY. During the term of
this Agreement, and thereafter, CONSULTANT shall not, without the prior written 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 CONSULTANT 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 CONSULTANT. CONSULTANT 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 CONSULTANT 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. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as CONSULTANT represents to CITY that 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, CITY relies upon the skill of CONSULTANT and any subcontractors to do and
perform such services in a skillful manner and CONSULTANT agrees to thus perform the
services and require the same of any subcontractors. Therefore, any acceptance of such
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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 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, 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,
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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, 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 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
DPW-S 29.0/03-24-14
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the supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) If CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, 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
CONSULTANT and CITY prior to the commencement of any services by the subcontractor.
CONSULTANT 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-Solicitation.
(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, CONSULTANT shall have the obligation and
duty to immediately notify CITY in writing of any change to the information provided by
CONSULTANT 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,
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 CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder,
CONSULTANT 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) CONSULTANT 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.
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CONSULTANT 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 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 CONSULTANT should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, CONSULTANT 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. Recyclinq Program. In the event 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, CONSULTANT at its sole cost and expense shall:
0 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 CONSULTANT
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 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.
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(c) Prior to execution of this Agreement by CITY, CONSULTANT shall have
provided evidence to CITY that CONSULTANT is licensed to perform the services called for by
this Agreement (or that no license is required). If CONSULTANT 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 Peter Rei, PE, PLS, 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, CONSULTANT shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam
era. Subject to the foregoing and during the performance of this Agreement, CONSULTANT
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) 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. 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) CONSULTANT will, in all solicitations or advertisements for employees
placed by or on behalf of 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) 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 CONSULTANT'S commitment under
DPW-S 29.0/03-24-14
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this section and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(e) 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 12.
13. Independent Contractor.
(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 CONSULTANT shall perform its work and functions. However,
CITY shall retain the right to administer this Agreement so as to verify that CONSULTANT is
performing its obligations in accordance with the terms and conditions thereof.
(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 pursuit 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. 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, 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. Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by
United States registered or certified mail, with postage prepaid, return receipt requested,
addressed to the party to which notice is to be given at the party's address set forth on the
signature page of this Agreement or at such other address as the parties may from time to time
designate by written notice. Notices served by United States mail in the manner above
described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Bindin-g. 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.
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16. Assignment.
(a) This Agreement is personal to CONSULTANT 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
CONSULTANT, its successors or assigns, shall be null and void unless approved in writing by
the City Manager or his/her designee.
(b) CONSULTANT 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 CONSULTANT.
17. Compliance With Law. In providing the services required under this Agreement,
CONSULTANT 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. 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.
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.
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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.
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO, WILLDAN ENGINEERING, INC.,
a Californi municipal corporation A Cal' rnia poratiop
By: - By:
Randall Morrison, PE,
Assistant Director Name:
Public Works Department �Tn r, r
Title: ��_ � �.� l�/t--e.���
ATTEST: [if corporation or LLC, Board
YVONNE SPENCE, CMC Chair, Pres. or Vice Pres.]
City Cler
By:
By:
Deputy yjn Name: 7t��
No signature of City Attorney required. Title:
Standard Document#DPW-S 29.0 has [if corporation or LL , CFO,
been used without modification, as certified Treasurer, Secretary or Assistant
by the undersigned. Secretary.]
By: Any Applicable Professional License:
Jon Bart6r Number: C y
Supervising Engineering Technician Name: F_
Public Works Department Date of Issuance: I I
REVIEWED BY: /
Scott Tyler, P , Public Marks Manager
Public Works Department
Addresses:
CITY: CONSULTANT:
City of Fresno Willdan Engineering
Attention: Jon Bartel, Attention: Peter Rei, PE, PLS,
Supervising Engineering Technician Project Manager
2600 Fresno Street 2014 Tulare Street, Suite 515
Fresno, CA 93721 Fresno, CA 93721
Phone: (559) 621-8713 Phone: (559) 443-5290
FAX: (559) 457-1227 FAX: (559) 485-8048
Attachments:
1. Exhibit A- Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
DPW-S 29.0/03-24-14
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Exhibit A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno ("City")
and Willdan Engineering ("Consultant")
Marks Avenue Overlay from Ashlan to Dakota
PROJECT TITLE
PROJECT DESCRIPTION
THIS PROJECT WILL INCLUDE IMPROVEMENTS TO MARKS AVENUE SUCH AS MILLING
EXISTING ASPHALT AND REPLACING WITH NEW HOT MIX ASPHALT, 16 ADA
COMPLIANT CURB RAMPS, AND REPLACEMENT OF TRAFFIC SIGNAL LOOPS.
SCOPE OF SERVICES
PART 1 - SCHEMATIC DESIGN PHASE
Consultant will attend a kick-off meeting with the City.
Consultant will collect and review existing information pertaining to this project.
Consultant will perform field reconnaissance for an overall perspective on existing field
conditions and identify unusual for special conditions if any.
Consultant will prepare base map based on topographic survey provided by the City.
Consultant will mail 1st utility notice to the utility companies. Documentation of contacts and
responses will be provided to the City.
Consultant will prepare and submit 30% Plans to the City for review. Design will be based on
acceptable standards for ADA ramp design, traffic signal loop design, and roadway pavement
design.
PART 2- DESIGN DEVELOPMENT PHASE
Consultant will mail 2nd utility notice to the utility companies who did not respond to the
preliminary notice.
Consultant will prepare and submit 60% Plans, Specifications and Engineer's Estimate to the
City for review. 60% plans will include title sheet, street improvement plan sheets, ADA curb
ramp detail sheets, and signing and striping and loop replacement sheets. The Specifications
will consist of bid item descriptions. The Engineer's Estimate will include a detailed set of
construction quantities for all items of work.
PART 3- CONSTRUCTION DOCUMENT PHASE
Consultant will prepare and submit 90% Plans, Specifications and Engineer's Estimate to the
City for review.
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Consultant will submit a final set of plans to each utility company that has a conflict or utilities
within the project limits.
Consultant will finalize the Plans, Specifications and Engineer's Estimate for bidding.
PART 4- BIDDING PHASE
Consultant will attend the pre-bid meeting.
Consultant will assist the City in responding to requests for information and preparing addenda,
if necessary and provide interpretation and/or clarification of construction documents.
PART 5 - CONSTRUCTION PHASE AND GENERAL CONSTRUCTION CONTRACT
ADMINISTRATION
Consultant will attend the pre-construction meeting.
Consultant will review shop drawings and submittals.
Consultant will review and provide technical information for construction contract change order
requests if necessary.
Consultant will conduct two site visits during construction if necessary.
Consultant will prepare record drawings based on information received from the contractor and
City.
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno ("CITY")
and Willdan Engineering ("CONSULTANT")
Marks Avenue Overlav from Ashlan to Dakota
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 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
CONSULTANT'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,
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Page 1 of 4
(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.
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
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 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 eliminate such deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents and
volunteers; or
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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 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 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 37 10 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 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 20 01 04 13.
The Workers' Compensation insurance 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 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, 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
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Page 3 of 4
must purchase "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 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.
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 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 29.0/03-24-14
Page 4 of 4
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
Marks Avenue Overlav from Ashlan to Dakota
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 ❑ f
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 -K11
this Project? ❑ � l
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
:3�� r
v� v�
(name)
(company)
ZL,-o t 1E. VAL- '5U, 3c�
(address)
❑Additional page(s) attached.
(city state zip)