REQUEST FOR PROPOSAL - Fresno County, California€¦ · · 2008-01-28This Request for Proposal...
48
Transcript of REQUEST FOR PROPOSAL - Fresno County, California€¦ · · 2008-01-28This Request for Proposal...
REQUEST FOR PROPOSAL
COUNTY OF FRESNO
ENGINEERING CONSULTANT SERVICES FOR VARIOUS ROAD AND CAPITAL IMPROVEMENT PROJECTS
SUBMITTALS: Six (6) copies must be received on or before 4:00 p.m.,
Monday, February 25, 2008 ADDRESSED TO: Janet Dailey, Design Engineer
Department of Public Works and Planning MAILING ADDRESS: County of Fresno
Department of Public Works and Planning 2220 Tulare Street, Suite 600 Fresno, CA 93721
OFFICE ADDRESS: Fresno County Plaza
2220 Tulare Street, Suite 720 Fresno, CA 93721
MARK ENVELOPE: "PROPOSAL - ENGINEERING CONSULTANT SERVICES
FOR VARIOUS ROAD AND CAPITAL IMPROVEMENT PROJECTS”
PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL BE RETURNED UNOPENED TO THE PROPOSER. INQUIRIES: Written requests for clarification regarding the RFP documents must be received by the County no later than Tuesday, February 19, 2008 and can be faxed to (559) 262-4879, ATTN: Erin Haagenson, Staff Analyst, Department of Public Works and Planning. ISSUANCE DATE: January 28, 2008 Fund / Sub Class / Budget / Account: 0700 / 11000 / 4510 / 7295
i
COUNTY OF FRESNO REQUEST FOR PROPOSAL
TABLE OF CONTENTS
ARTICLE DESCRIPTION PAGE NO. PREFACE 1 I. SUMMARY 2 II. PROJECT INFORMATION AND REQUIREMENTS 4 III. SERVICES REQUIRED OF CONSULTANT 5 IV. SERVICES PROVIDED BY THE COUNTY 9 V. PROPOSAL SUBMITTAL REQUIREMENTS 9 VI. CONSULTANT SELECTION PROCEDURE 10 VII. FEE DETERMINATION 12 VIII. SITE VISIT 13
ATTACHMENTS A DRAFT AGREEMENT
B DISADVANTAGED BUSINESS ENTERPRISE– GOOD FAITH EFFORTS
C CONFLICT OF INTEREST
ii
COUNTY OF FRESNO REQUEST FOR PROPOSAL
PREFACE: This Request for Proposal (RFP) covers transportation, structural, civil, geotechnical,
surveying, and hydraulic engineering support services as necessary on various road
and capital improvement projects in the County of Fresno.
It is the intent of the County to engage one or more consultants who will provide
professional services as described herein. However, the County reserves the right, at
its sole discretion, to terminate this RFP process or negotiations with a selected
consultant and either perform the work with its staff or begin a new RFP process.
Nothing herein, or in the process, shall be construed as having obligated the County to
pay for any expenses incurred by respondents to this RFP, or to the selected
consultant prior to Board of Supervisors’ approval of a consultant services agreement.
IMPORTANT: If your firm submits a proposal and becomes a consultant finalist, all
interviews will be held on WEDNESDAY AND THURSDAY, MARCH 26 AND 27,
2008.
1
COUNTY OF FRESNO REQUEST FOR PROPOSAL
I. SUMMARY A. INTRODUCTION AND PROJECT OVERVIEW The Fresno County Department of Public Works and Planning (hereinafter referred to
as “the Department”) is seeking on-call qualified civil engineering consultants to
provide transportation, structural, geotechnical, surveying, and water resources
engineering support services through a Consultant Services Agreement (hereinafter
referred to as “the Agreement”). Engineering consultant services are necessary to
assist the Department with various road and capital improvement projects.
The proposed road and capital improvement projects may include, but are not limited
to, road reconstruction, road widening, bridge replacement, bridge rehabilitation, bike
paths, traffic signal design, traffic calming, hydraulic analysis, water and wastewater
treatment plants; and design for remodeling, demolition and alteration of existing
buildings and new building construction.
If the consultant does not have adequate resources to perform all of the professional
services, the consultant may either propose on only one type of service or retain
subconsultants to perform them at the agreed upon hourly cost rates attached as an
Appendix to the Agreement (see Attachment A, Draft Agreement). The consultant may
mark up to an additional ten percent (10%) to the subconsultant cost for project
coordination and responsibility. Additional fees other than the ten percent (10%)
markup on subconsultant charges will not be reimbursed. The Department reserves
the right to approve all subconsultants.
For each professional service, the Department’s representative will send the consultant
a letter, including a detailed project description, location map and other relevant
material the County is able to provide. Based on the information provided by the
County, the consultant will provide a detailed fee estimate and estimated time
schedule needed to complete the requested service. Upon receiving and reviewing
the estimates and information submitted by the consultant, the Department’s
2
COUNTY OF FRESNO REQUEST FOR PROPOSAL
representative will consider authorizing each professional service. Final authorization
shall be provided in writing. Once written authorization is given, the consultant shall
perform the required service within the agreed upon parameters.
Federal funding on proposed transportation and capital improvement related projects
requires the County to comply with 49 CFR 26 relating to Disadvantaged Business
Enterprises (DBEs). It is the policy of the County to ensure that DBEs have an equal
opportunity to receive and participate in federally assisted contracts. The Board of
Supervisors has adopted a DBE Program, which is available through the Department
or on the County website at http://www.co.fresno.ca.us/4510/index.htm. This
Agreement will not have a DBE specified goal. However, the selected consultant will
be required to provide the Department evidence that a good faith effort was made to
engage DBE subconsultants (see Attachment B, DBE -Good Faith Efforts).
Consultants should be aware that the provisions of 49 CFR 26 and the County's DBE
Program may apply during the course of the consulting contract and would require
reporting on the part of the consultant in the event a work activity requires the
participation of a subconsultant other than one originally listed by the consultant and
which is approved by County. Additionally, projects funded by a federal grant or loan
will require compliance with the particular disadvantaged business enterprise program
established by the funding federal agency.
The term of the Agreement will be for three years. The labor rates presented in the
Agreement will be in effect for two years. The consultant may request new labor rates
from the County for that third year, subject to written approval of the Department
Director or designee. The consultant shall initiate the rate adjustment process by
submitting to the Department a proposed adjusted schedule of charge rates. The
Director or designee expressly reserves the right to approve all labor rate increases. If
ongoing work is not concluded by the end of the Agreement, the specific project work
may be extended or may be transferred to another consultant.
3
COUNTY OF FRESNO REQUEST FOR PROPOSAL
Where specific functions by law are required to be performed by the County or where
specific functions are listed in the Agreement as to be performed by the County,
County staff will perform the actual work function.
Attached for reference is a Draft Agreement used by the County for Professional
Services (See Attachment A).
Interested engineering consultants are invited to submit proposals in response to this
RFP.
II. PROJECT INFORMATION AND REQUIREMENTS A. PROJECT BACKGROUND The attached Draft Agreement includes standard provisions from the most recent
consultant services agreements. Firms intending to respond to this RFP should
carefully read the agreement and attachments thereto in their entirety. Compensation
under the agreement will be at an agreed maximum fee for each engineering service,
agreed to prior to beginning the work, and billed in accordance with hourly and cost
rates agreed to as an Attachment to the Agreement (see attached Draft Agreement).
B. ANTICIPATED PROJECT SCHEDULE
01/23/08 Notice of Release of RFP 01/28/08 RFPs distributed to interested consultants 02/18/08 Deadline for submittal of RFP questions 02/25/08 Deadline for submittal of Proposal 03/10/08 Evaluation Committee recommends candidate pool
03/26/08 & 03/27/08
Evaluation Committee interviews candidate pool and accepts submittal of hourly fees
03/27/08 Evaluation Committee recommends consultant finalists
04/03/08 – 05/01/08
Negotiations of fees and draft agreement terms with consultant finalists
05/15/08 Consultant finalist submit 6 signed final agreements for Department routing and approval process
4
COUNTY OF FRESNO REQUEST FOR PROPOSAL
07/08/08 Fresno County Board of Supervisors executes consultant Agreement
07/22/08 Letter of Approval and Agreements mailed to consultant(s)
III. SERVICES REQUIRED OF CONSULTANT
A. CONSULTANT SERVICES ON A PROJECT MAY INCLUDE, BUT ARE NOT NECESSARILY
LIMITED TO:
1. TRANSPORTATION ENGINEERING
a). Provide designs for various road projects including road
reconstruction and road widening
b). Provide alignment studies to compare the potential cost of
alternative alignments for road reconstruction, widening, or
realignment projects
c). Provide design for signal projects
d). Provide signal phasing design for county-designed signal projects
e). Provide traffic analysis
f). Provide transportation planning
g). Provide transportation design
h). Analyze traffic safety
i). Analyze parking needs
2. STRUCTURAL ENGINEERING
a). Provide analysis of existing structures (bridges, box culverts, pipe
culverts, buildings)
b). Provide reports recommending reconstruction or extension of
existing structures
c). Provide type selection reports to recommend structure type for
replacement structures
d). Provide design of new and replacement structures
e). Provide design for extension of existing structures
5
COUNTY OF FRESNO REQUEST FOR PROPOSAL
f). Provide design for attachment of new facilities (bridge barrier, for
example) to existing structures
g). Provide independent structural analysis of County-prepared
designs
3. ENVIRONMENTAL ENGINEERING
a). Provide design for water and sewage treatment facilities for
unincorporated communities
b). Prepare Solid/Hazardous Waste studies
c). Provide design for water wells and community water systems
4. GEOTECHNICAL ENGINEERING AND MATERIALS TESTING
a). Provide geotechnical analysis services, including conducting soil
sampling and classification
b). Provide slope stability analysis
c). Provide analysis for bridge footing and pier foundation design
d). Provide scour analysis and design scour mitigation projects
e). Provide materials testing services
f) Provide tank foundation design
5. SURVEYING
a). Provide land records research for boundary determination of
existing and proposed County properties and rights-of-way
b). Recover existing monuments including public land survey
monuments (section corners, etc.), property corners, rights-of-way
monuments and benchmarks
c). Provide retracement surveys
d). Re-establish lost or obliterated corners
e). Set-out and establish coordinates for horizontal and vertical
project control points
f). Provide planimetric and topographic site surveys for design
purposes including digital terrain modeling (DTM) for contour
interpolation, profile, cross-section, and earthwork volume
calculations
6
COUNTY OF FRESNO REQUEST FOR PROPOSAL
g). Complete borrow site surveys for earthwork calculations
h). Interpret design plans to extract staking information
i). Provide field staking – (limits, frequency, and offsets of stakes to
be determined for each project)
j). Provide records filings including, but not limited to, Corner
Records and Record-of-Survey
k). Identify and plot location of water, sewer and gas mains, central
steam and other utilities including, but not limited to, buried tanks
and septic fields
6. WATER RESOURCES ENGINEERING
a). Prepare hydrological analysis to determine various flows in natural
channels
b) Prepare hydraulic analysis to estimate the capacity of existing
and/or proposed bridge and culvert structures.
c). Provide design for water distribution systems
B. CONSULTANT SERVICES UPON WRITTEN APPROVAL TO PROCEED WITH PROJECT FROM
COUNTY MAY INCLUDE, BUT ARE NOT NECESSARILY LIMITED TO:
1. Preparation of Various Reports and Studies
a). Analyze project budget
b). Review existing engineering reports from County as available
c). Prepare a detailed project cost estimate, which shall identify the
components and requirements of the project
d). Prepare a detailed report or study in County format.
2. Preliminary Engineering
a). Prepare a detailed preliminary engineering report for the project in
County format. The report shall contain all necessary information
in sufficient detail to propose the project design.
b). Prepare site plans and grading plans identifying basis of bearing,
location of benchmark used and source of elevation (vertical)
datum
7
COUNTY OF FRESNO REQUEST FOR PROPOSAL
3. Preparation of Plans, Specifications and Estimate
a). Complete fully the project designs to include comprehensive
construction plans, earthwork volumes, required permits, technical
specifications, cross sections and final opinion of probable
construction cost (Engineer’s Estimate) for construction
b). Submit the recommended construction period for bidding
purposes to the County for approval and identify materials and
equipment requiring long delivery times that will control the length
of the construction contract
c). Prepare addenda as necessary for bid documents
4. Construction Observation
a). Attend the pre-construction conference scheduled by the County
b). Provide services during construction including, but not limited to:
1). Make recommendations to the County on all claims of the
County or construction contractor and all other matters
relating to the execution and progress of work, including
interpretation of the contract documents
2). Review and make recommendations for samples,
schedules, shop drawings, and other submissions for
general conformance with the design concept of the project
and for general compliance with the plans and
specifications and information given by the consultant’s
contract documents
3). Respond timely to requests from the County and contractor
for information needed from consultant in order to clarify
construction plans and specification to review the
contractor’s estimates for all other charges
4). Recommend and prepare necessary change orders and
engineer’s estimate.
5). Assist the County, at the County’s express, written
authorization, with any claim resolution process involving
8
COUNTY OF FRESNO REQUEST FOR PROPOSAL
the contractor and the County as specified hereunder,
including serving as a witness in connection with any legal
proceedings, including dispute resolutions required by law
IV. SERVICES PROVIDED BY THE DEPARTMENT
THE DEPARTMENT SERVICES SHALL INCLUDE, BUT ARE NOT NECESSARILY LIMITED TO THE
FOLLOWING:
1. County of Fresno will provide aerial photography and ground control
survey in Softdesk that will cover the study area, which shall be used by
the consultant.
2. Examine documents submitted to the County by the consultant and
timely render decisions pertaining thereto.
3. Provide a County representative.
V. PROPOSAL SUBMITTAL REQUIREMENTS
The submittal shall be in two parts.
A. The first part will enable the County to appraise the general competence and
qualifications of the consultant necessary for satisfactory performance. It
involves answering the following questions in the following sequence:
1. Firm name, address, and phone number.
2. Type of organization (sole-proprietorship, partnership, or corporation).
3. Firm principals who will be responsible for the project, and their
educational background, credentials, and experience.
4. Key personnel who will work on the project with their educational
background, credentials, and experience on comparable projects.
5. Subconsultants to be used, if any, and their experience in their respective
fields. Indicate the tasks to be performed by these subconsultants.
6. List of current staff, including job classification.
7. List current projects or commitments for design services in your office.
9
COUNTY OF FRESNO REQUEST FOR PROPOSAL
8. a). List in reverse chronological order for the last four years
transportation or capital improvement projects completed or under design
for which your firm provided services.
b). Indicate for each of these projects:
1). Name of project
2). Project location(s)
3). Brief description
4). Name of owner
5). Name of owner's contact person and telephone number
6). Your firm's specific involvement (i.e., prime engineer)
7). Status of completion
9. List the name and phone number of at least four additional client
references.
B. The second part shall include the consultant's hourly-established fee schedule
for personnel, including proposed subconsultants.
DO NOT SUBMIT MORE INFORMATION THAN REQUESTED IN THIS RFP
VI. CONSULTANT SELECTION PROCEDURE
The selection procedure shall be in accordance with Fresno County Ordinance Code
Chapter 4.10 and applicable provisions of the “Policy for Selection and Compensation
of Architectural/Engineering Consultants” as revised by the Board of Supervisors on
November 29, 1994. Copies of the Fresno County Board of Supervisors Resolution
90-028 (Ordinance Code Section 4.10) which establishes procedures that implement
the selection of Architects, Engineers, and other Professionals, may be obtained from
the County of Fresno website at www.co.fresno.ca.us/4510/4510/RFP/rfp.htm or Erin
Haagenson, Staff Analyst, (559) 262-4076, Department of Public Works and Planning.
The process includes the following provisions:
A project Selection Committee will be formed to evaluate the proposals and to make
recommendations to the Fresno County Board of Supervisors.
10
COUNTY OF FRESNO REQUEST FOR PROPOSAL
The Selection Committee will consist of representatives of the Department and other
County of Fresno Departments, outside agencies or private companies if considered
necessary or desirable for the selection process.
The Selection Committee will screen the proposals to narrow consideration to those
firms with qualifications and experience deemed especially qualified for this
commission. Firms may be requested to meet with the Committee prior to a final
selection.
The Selection Committee will address the following criteria in its evaluation of
proposals (not necessarily in order of importance):
A. Educational background of the consultant’s key individuals.
B. Experience with an emphasis on engineering services related to typical Public
Works projects.
C. Quality of past performance for the County or similar agencies.
D. Qualifications of individual(s), within the consultant's organization, directly
responsible for the work. The Department reserves the right of approval of the
consultant's project manager.
E. Adequacy of staff to perform the work within the time allowed.
F. Demonstrated ability to make effective public presentations on the proposed
design.
G. Demonstrated ability to work effectively with County staff, other public agencies,
and related parties.
H. New or innovative ideas presented by the consultant in the proposal or
presentation(s).
I. Demonstrated ability to keep costs within project budget and estimates.
J. All other things being equal, local (within Fresno County) consultants are
preferred over non-local consultants.
11
COUNTY OF FRESNO REQUEST FOR PROPOSAL
K. All other things being equal, non-local consultants who associate with a local
consultant for the purpose of the particular services required shall be preferred
to non-local consultants who do not so associate.
The final consultant selection is anticipated for March 27, 2008, and the consultant
selected will be able to start work on the effective date of the Agreement: July 1, 2008.
The County reserves the right to conduct a background inquiry of each proposer which
may include collection of appropriate criminal history information, contractual and
business associations and practices, employment histories, and reputation in the
business community. By submitting a proposal to the County, the proposer consents
to such an inquiry and agrees to make available to the County such books and records
the County deems necessary to conduct the inquiry.
VII. FEE DETERMINATION
The term of the Agreement will be three years. The agreement shall include a
maximum total fee which includes fees for basic services and extra services. Total
fees paid to the consultant will be dependent on the professional services performed
for the project(s). No guarantee is made that the total fee will be received by the
consultant. The maximum total fee is $249,000 over the entire three year term of the
Agreement.
VIII. SITE VISIT
No site visit will be held for this RFP.
12
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
AGREEMENT FOR ENGINEERING CONSULTANT SERVICES
THIS AGREEMENT FOR ENGINEERING CONSULTANT SERVICES
(hereinafter called “AGREEMENT”) is made and entered into this ______________ day of
__________________, 2008, between the County of Fresno, a political subdivision of the
State of California, (hereinafter called "COUNTY"), and NAME AND ADDRESS OF
CONSULTANT, (hereinafter called "CONSULTANT").
WITNESSETH
WHEREAS, COUNTY desires to retain CONSULTANT to provide engineering
consulting services necessary to assist COUNTY in performing transportation, structural,
environmental, geotechnical, surveying, and water resources engineering support services
projects (hereinafter referred to as “PROJECT(S)”) proposed by COUNTY; and
WHEREAS, said CONSULTANT has been selected in accordance with
COUNTY'S Ordinance Chapter 4.10 on the selection of architects, engineers, and other
professionals to provide the engineering services necessary for PROJECT(S); and
WHEREAS, said CONSULTANT represents that it is qualified and willing to
perform the engineering services required by COUNTY for PROJECT(S).
NOW, THEREFORE, the parties hereby agree as follows:
I. CONTRACTING OF CONSULTANT:
A. COUNTY hereby contracts with CONSULTANT as an independent
contractor to provide all CONSULTANT services required for PROJECT(S). Said services
are described in Article II and enumerated in Article III herein.
B. CONSULTANT may retain environmental, geotechnical, structural,
surveying, and water resources specialists and other subconsultants as CONSULTANT
requires to assist in completing the work. All subconsultants used by CONSULTANT shall
be approved by the Department of Public Works and Planning Director or designee
(hereinafter referred to as “DIRECTOR”), before they are retained by CONSULTANT;
which approval shall not be unreasonably withheld. The subconsultants listed in Appendix
A, attached hereto and incorporated herein, shall be considered as approved by
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
DIRECTOR. Should CONSULTANT retain any subconsultants, the maximum amount of
compensation to be paid to CONSULTANT under Article V below shall not be increased,
and any additional compensation to be paid to CONSULTANT for such subconsultant(s)’
work shall be limited to a maximum of ten (10%) of the total costs incurred by
CONSULTANT as a result of the subconsultant’s involvement in any PROJECT. Additional
fees other than the 10% markup on subconsultant charges shall not be reimbursed.
C. CONSULTANT’S PROJECT team staff shall be as listed in Appendix B.
Any substitutions of personnel shall be approved by DIRECTOR, which approval shall not
be unreasonably withheld. CONSULTANT shall notify COUNTY of the names and
classifications of employees assigned to each specific PROJECT, and shall not reassign
such employees to other projects of CONSULTANT without notification to and prior
approval by DIRECTOR.
D. CONSULTANT'S services shall be performed as expeditiously as is
consistent with professional skill and the orderly progress of the work, based on schedules
for each specific PROJECT mutually agreed upon in advance by DIRECTOR and
CONSULTANT, and consistent with schedules established under Article XIX.
E. CONSULTANT and affiliated subconsultants shall not submit bids, or
subbids, for the contract construction phase of PROJECT assigned to CONSULTANT.
CONSULTANT and its subconsultants, and all other service providers, shall not provide
any PROJECT-related services for, or receive any PROJECT-related compensation from
any construction contractor, subcontractor or service provider awarded a construction
contract (hereinafter referred to as “CONTRACTOR”) for all or any portion of PROJECT(S)
for which CONSULTANT provides services hereunder. CONSULTANT and its
subconsultants, and all other service providers, may provide services for, and receive
compensation from a construction contractor, subcontractor or service provider who has
been awarded a construction contract for all or any portion of PROJECT(S) provided that
any such services which are rendered, and any compensation which is received therefore,
relates to work outside the scope of AGREEMENT and does not pose a conflict of interest.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
F. Unless and until such time as COUNTY is notified in writing of any
change, the contact person(s) for CONSULTANT for all matters relating to AGREEMENT
shall be:
NAME
ADDRESS
PHONE and FAX
II. DESCRIPTION OF THE WORK COVERED BY AGREEMENT:
A. The work to be performed by CONSULTANT under AGREEMENT
includes professional services under Article III for various COUNTY road and capital
improvement PROJECT(S), including but not limited to, road reconstruction, bridge
replacement, bridge rehabilitation, bike paths, traffic signal design, traffic calming, hydraulic
analysis, wastewater treatment plants, and remodeling, demolition and alteration of existing
buildings.
B. CONSULTANT agrees to provide the professional services that are
necessary for each PROJECT when expressly authorized in writing by DIRECTOR. Such
work by CONSULTANT shall not begin until CONSULTANT has received a written Notice
to Proceed from DIRECTOR authorizing the necessary service, agreed upon fee and scope
of work. CONSULTANT shall consult and communicate with DIRECTOR to verify and
refine the scope of each project, and CONSULTANT thereafter shall provide a detailed fee
estimate and estimated time schedule for completion of each project.
III. CONSULTANT'S SERVICES:
CONSULTANT shall consult and communicate with COUNTY to verify, and
refine the scope of each assigned PROJECT, and CONSULTANT thereafter shall provide a
detailed fee estimate and estimated time schedule for completion of each PROJECT.
CONSULTANT agrees that each professional or other individual performing work on any
such PROJECT(S) shall be adequately trained to perform the work and shall possess the
proper license, certification or registration as required by law or by accepted standards of
the applicable profession. CONSULTANT agrees to provide the professional services that
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
are necessary to complete the following tasks when expressly authorized in writing by
DIRECTOR:
A. Technical Reports:
1. CONSULTANT shall prepare and submit technical reports to the Design
Division of the Department of Public Works and Planning for each assigned PROJECT.
Technical reports shall be prepared in accordance with the appropriate format required by
local, state and federal laws, regulations and guidelines.
2. When requested by COUNTY, CONSULTANT shall attend meetings
with COUNTY, federal, state and/or local representatives to discuss and review the
technical report. CONSULTANT shall prepare brief minutes of meetings attended and
promptly submit the minutes to COUNTY within seven (7) days.
3. CONSULTANT shall submit each technical report to COUNTY for
transmittal to other appropriate agencies for their review and approval. CONSULTANT
shall revise and resubmit each technical report as necessary until approved by all
appropriate agencies. Standard submittal shall be five (5) reproducible copies and one (1)
electronic copy of each technical report. CONSULTANT shall verify compatible format and
quantity prior to final delivery.
4. CONSULTANT shall prepare technical studies and estimates on 8 ½” by
11” pages, provide hard copy and electronic format as standard submittal; and prepare
documents in Microsoft Word 2003, Microsoft Excel 2003, or Adobe 7.0 or other mutually
agreed upon format. Such submittals shall be furnished on compact disc (CD).
CONSULTANT shall verify compatible format and quantity prior to final delivery.
5. CONSULTANT shall submit five (5) hard copies of each drawing
prepared with a CAD system and an electronic copy in the form of .DXF or .DWG files.
Such submittals shall be furnished on compact disk (CD-ROM). CONSULTANT shall verify
compatible format prior to final file delivery.
B. Prepare Design Plans, Technical Specifications and Construction
Estimate:
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONSULTANT shall:
1. Ascertain the requirements for PROJECT(S) through meetings with the
Design Division Manager or his/her designated representative (hereinafter referred to as
“MANAGER”) and a review of an existing schematic layout of PROJECT(S).
2. Ascertain any requirements, unforeseen criteria, or issues for
PROJECT(S) that may be unknown to COUNTY and communicate these requirements,
criteria, or issues to MANAGER.
3. Design PROJECT(S) to conform to requirements of the reviewing
agencies having jurisdiction over PROJECT(S).
4. Design PROJECT(S) to include mitigation measures included in the
environmental document.
5. CONSULTANT shall monitor and keep COUNTY informed regarding the
impact of design issues on PROJECT budget. Upon the written request of COUNTY,
CONSULTANT shall incorporate into the design, such reasonable design and operational
changes as COUNTY deems appropriate as a result of COUNTY’S review processes and
impact on each PROJECT budget or opinion of probable construction cost.
6. Assist COUNTY in determining all permits that may be required for
PROJECT and prepare all necessary permits for COUNTY submittal to outside agencies.
7. CONSULTANT shall work with COUNTY to ensure that the plans,
specifications and estimate meet all requirements to obtain approval from COUNTY for
PROJECT(S) to be advertised for construction bids.
8. Prepare a detailed opinion of probable construction cost, which shall
identify the construction components and requirements of PROJECT.
9. If required by approval agencies, submit to COUNTY in the appropriate
agency forms, PROJECT background information and recommended testing and
inspection list for materials to be used for each PROJECT identifying type, quantity,
frequency, and schedule. Submit required numbers of sets of plans, specifications, and
other documents required by approval agencies to COUNTY.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
10. Prepare technical specifications and estimate setting forth in detail the
work to be done, the materials, workmanship, and equipment required for the other
components of construction necessary to provide COUNTY complete and functional
PROJECT(S) for its intended purpose within the requirements of AGREEMENT.
11. Assist COUNTY in developing base bid and additive bid item schedules.
12. Submit to COUNTY the projected and final construction opinion of
probable construction cost. Verify the reasonableness of the estimated construction period
for construction contract bidding purposes as provided by MANAGER and identify long
delivery times of materials and equipment which will control length of construction contract.
13. Submit to COUNTY for review and approval any addenda deemed
necessary. Addenda, if any, shall be submitted no later than seven (7) working days prior
to the scheduled bid opening. Addenda shall be prepared in a format that would only
require addition of a cover letter.
14. Assist COUNTY in evaluating the bids received.
15. Delete or otherwise change portions of the construction work at the
request of COUNTY if the lowest bid proposal for the construction contract exceeds
COUNTY approved engineer’s estimate (which will include CONSULTANT’S design
contingency amount approved by COUNTY) by 10% or more; and if COUNTY rejects all
bids, modifications performed by CONSULTANT shall be completed on a time schedule
commensurate with the scope of the changes and as set forth by COUNTY, and
CONSULTANT will be compensated on a time and materials basis, as agreed to in writing,
by COUNTY and CONSULTANT.
16. Submit to COUNTY four (4) copies of the 30%, 60% and 90% plans,
specifications and estimates to COUNTY for review.
a. 30% plans, specifications and estimates shall include four (4) draft
copies of preliminary plans, which include utility locations, centerline stationing, proposed
and existing right-of-way, typical sections and structural section.
b. 60% plans, specifications and estimates should include four (4) copies
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
of plans, which include 30% plan information and in addition, preliminary cross sections at
25’ or 50’ intervals, adequate information to allow construction survey staking, permits,
preliminary profile grade and an updated engineer’s estimate.
c. 90% plans, specifications and estimates should include 60% plan
information and in addition, updated cross sections, profile grade, technical specifications,
typical sections and PROJECT details.
Submit progress prints and final originals of the plans, specifications,
and opinion of probable construction cost for reproduction by COUNTY. Provide hard copy
and electronic format as standard submittal. Verification of compatible format will be
required prior to final file delivery.
d. Final original plans, specifications and estimates to be delivered to
COUNTY shall include:
1). One (1) original reproducible plans on 22” by 34” sheets
2). One (1) reproducible copy of cross sections on 22” by 34” sheets.
3). One (1) CD with final plans, cross sections and slope stake
information.
4). One (1) reproducible copy and one (1) CD with final specifications
and estimates.
Plan sheets, cross sections and slope stake information shall be in Land
Desktop, version 2004 and Autocad, version 2004. Cross sections information shall be
depicted every one-hundred (100) feet or less depending on terrain. Slope stake
information should include 50-foot intervals for straight sections and 25-foot intervals for
curved sections. Specifications should be in Microsoft Word, version 2003 and on 8 ½” by
11” pages. Final engineer’s estimates should be in Microsoft Excel, version 2003 and on 8
½” by 11” pages. The estimate shall specify specialty and/or final pay items as described
in the State Standard Specifications. Verification of compatible format will be required prior
to final file delivery.
COUNTY will package CONSULTANT’S documents with COUNTY’S
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
approved Sections 1 through 8, Notice to Contractors calling for bids, Proposal and
Agreement Sections, and related documents to complete the construction contract and bid
specifications.
Deliver to COUNTY three (3) weeks prior to the advertising date (which will
be determined by COUNTY) the final completed original drawings and specifications for
COUNTY printing and distribution of bid sets to interested contractors. The original
drawings and specifications index sheet shall be stamped by a seal with CONSULTANT’S
and subconsultants’ license numbers and license renewal dates and/or signed in
accordance with the California Business and Professions Code.
C. Construction Observation Services:
CONSULTANT shall:
1. Attend the preconstruction conference scheduled by COUNTY.
2. Make recommendations to COUNTY on all claims of COUNTY or
CONTRACTOR and all other matters relating to the execution and progress of work,
including interpretation of CONSULTANT'S contract documents.
3. Within seven (7) working days of COUNTY'S request, review and make
recommendations for samples, schedules, shop drawings, and other submissions for
general conformance with the design concept of PROJECT(S) and for general compliance
with the plans and specifications and information given by CONSULTANT'S contract
documents.
4. Within two (2) working days, timely respond to requests from COUNTY
and CONTRACTOR for information needed from CONSULTANT in order to clarify
construction plans and specifications and to review CONTRACTOR'S cost estimates for all
change orders.
5. Recommend and assist in the preparation of such change orders as
deemed necessary with supporting documentation, calculations and opinion of probable
construction cost, for review and issuance of change orders by COUNTY Construction
Engineer to obtain appropriate agency acceptance and approval.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6. Assist COUNTY, at COUNTY'S express, written authorization, with any
claim resolution process involving CONTRACTOR and COUNTY as specified hereunder,
including serving as a witness in connection with any public hearings or legal proceeding,
including dispute resolutions required by law or hereunder. The parties recognize that this
clause is provided as a means of expediting resolution of claims among CONTRACTOR,
COUNTY, and CONSULTANT. However, it is understood CONTRACTOR is not an
intended third party beneficiary of this clause. Compensation for these services shall be
computed and invoiced at hourly rates, not to exceed CONSULTANT'S normal and
customary hourly rates for such services in Appendix D, to be negotiated with COUNTY at
the time COUNTY authorizes these services, subject to the following:
a. COUNTY may believe CONSULTANT'S work under AGREEMENT is
connected with negligent errors, omissions, or problems related to a claim. As a result and
upon notice of same by COUNTY, CONSULTANT'S payment request for such services
shall be held in suspense by COUNTY until final determination is made, either in
accordance with Article IX ("Errors or Omissions Claims and Disputes") of AGREEMENT or
by a court of law, of the proportion that CONSULTANT'S fault bears to the fault of all other
parties concerned.
b. Such amounts held in suspense shall not be paid to CONSULTANT,
pending the final determination as to CONSULTANT'S proportional fault. However, the
appropriate percentage of such amount held in suspense shall be paid to CONSULTANT,
once a final determination has been made, whether pursuant to Article IX of AGREEMENT
or by a court of law, when CONSULTANT thereafter submits a proper invoice to COUNTY.
Payment shall be issued in accordance with the procedure outlined in Article V, Section B,
Paragraph 2.
7. At intervals appropriate to the stage of construction, or as otherwise
deemed necessary by CONSULTANT, visit the site of PROJECT(S) as necessary to
become familiar generally with the progress and quality of the work and to determine that
the work is proceeding in general accordance with the contract documents. CONSULTANT
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
shall not be required to make exhaustive or continuous onsite inspections but shall give
direction to the Construction Inspector as hereinafter more specifically provided.
CONSULTANT shall not be responsible for CONTRACTOR's failure to carry out the
construction work in accordance with the contract documents. However, CONSULTANT
shall immediately advise COUNTY Representative of any known or observed deviation
from the contract documents.
8. CONSULTANT shall not have control over or charge of, and shall not be
responsible for construction means, methods, techniques, sequence, or procedure, or for
the safety precautions, programs, or equipment in use in connection with the work, since
these are solely CONTRACTOR's responsibility under the contract for construction.
9. Based on CONSULTANT'S visits to PROJECT(S), CONSULTANT shall
keep COUNTY informed through written reports as to the progress of the work, shall
endeavor to advise COUNTY of defects and deficiencies observed in the work of
contractors, and may recommend that COUNTY reject work as failing to conform to the
contract documents.
10. Conduct site visits which shall include, but not be limited to, onsite
observations to determine the dates of substantial completion, if any, and final completion
and to recommend to COUNTY its acceptance of the work, for the filing of the Notice of
Completion and Issuance of Final Certificate for payment.
IV. COUNTY'S OBLIGATIONS:
COUNTY will:
A. Provide CONSULTANT with a PROJECT Scope and Schedule, and
compensate CONSULTANT as provided in AGREEMENT.
B. Provide a COUNTY Representative (hereinafter called
“REPRESENTATIVE”) who will represent COUNTY and who will work with CONSULTANT
in carrying out the provisions of AGREEMENT. CONSULTANT shall communicate and
coordinate with REPRESENTATIVE.
C. Provide basic plan sheet layouts as required.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
D. Loan or provide copies of any available plans and bridge reports to
CONSULTANT as required.
E. Examine documents submitted to COUNTY by CONSULTANT and
timely render decisions pertaining thereto.
F. Provide aerial photographs as required.
G. Provide copies of any available existing as-built plans and right-of-way
drawings from COUNTY files.
H. Provide mailing lists and labels for notification of property owners upon
CONSULTANT’S request.
I. Provide preliminary engineering survey data on existing structures and
topographic mapping in Softdesk format to CONSULTANT, if available.
J. Prepare all legal descriptions and drawings required for right-of-way
acquisition and/or temporary construction permits.
K. Provide limited assistance in processing required permits.
L. Give reasonably prompt consideration to all matters submitted by
CONSULTANT for approval to the end that there will be no substantial delays in
CONSULTANT’S program of work. An approval, authorization or request to
CONSULTANT given by COUNTY will be binding upon COUNTY under the terms of
AGREEMENT only if it is made in writing and signed on behalf of COUNTY by
REPRESENTATIVE.
V. COMPENSATION:
A. Total Fee:
1. Notwithstanding any other provisions in AGREEMENT, the Total
Fee for the services required under AGREEMENT, shall not exceed the total sum of Two
Hundred Forty-Nine Thousand Dollars and No/00 ($249,000.00), over the entire term of
AGREEMENT. The term of AGREEMENT is three (3) years. Compensation for the
services rendered shall be computed at the hourly and cost rates shown in Appendix D,
attached and incorporated herein, subject to any adjustments that may be approved in
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
accordance with Article V, Section A, Paragraph 3.
2. The hourly and cost rates listed herein for services rendered by
CONSULTANT and subconsultants shall remain in effect for the entire duration of
AGREEMENT unless adjusted in accordance with the provisions of Article V, Section A,
Paragraph 3.
3. The hourly rates paid for services performed by CONSULTANT
and by subconsultants of CONSULTANT may be adjusted annually for inflation, in
accordance with the following provisions: CONSULTANT may request new labor rates
from COUNTY for the third year, subject to written approval of DIRECTOR in accordance
with the provisions of this Article V, Section A, Paragraph 3. CONSULTANT shall initiate
the rate adjustment process by submitting to DIRECTOR a proposed adjusted fee
schedule. The proposed adjusted fee schedule shall include proposed hourly rates for all
categories of CONSULTANT and subconsultant wage classifications listed in Appendix D.
The proposed adjusted fee schedule shall not take effect unless approved in writing by
DIRECTOR. CONSULTANT hereby acknowledges its understanding that approval by
DIRECTOR of any upward adjustment in the hourly and cost rates shall not provide a basis
for any increase in the total fee of $249,000, as set forth in Article V, Section A, Paragraph
1.
4. Expenses incidental to CONSULTANT’S and subconsultant’s
performance of services under Article III of AGREEMENT shall be charged at the rates
listed in Appendix D, subject to any adjustments that may be approved in accordance with
Article V, Section A, Paragraph 3. Unless incorporated in an adjusted fee schedule
approved by DIRECTOR in accordance with Article V, Section A, Paragraph 2, all other
expenses incidental to CONSULTANT’S and subconsultant’s performance of the services
under Article III of AGREEMENT that are not listed in Appendix D shall be borne by
CONSULTANT.
5. Charge rates for expenses incidental to CONSULTANT’S and
subconsultants performance of services under Article III of AGREEMENT may be adjusted
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
13
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
in accordance with the provisions of Article V, Section A, Paragraph 3. CONSULTANT
shall initiate the rate adjustment process by submitting a proposed adjusted fee schedule
for expenses incidental to CONSULTANT’S and subconsultant’s performance of services.
The proposed adjusted fee schedule for incidental expenses shall not take effect unless
approved in writing by DIRECTOR. CONSULTANT hereby acknowledges its
understanding that approval by DIRECTOR of any upward adjustment in the fee schedule
for incidental expenses shall not provide a basis for any increase in the Total Fee of
$249,000, as set forth in Article V, Section A, Paragraph 1.
B. Payments:
1. Progress payments will be made by COUNTY upon receipt of
CONSULTANT'S monthly invoices and approval by COUNTY thereof based on the
DIRECTOR’S evaluation of the completion of the respective components of the assigned
PROJECT. Invoices shall clearly identify the Phase and Task of the work, and shall be
submitted with the documentation identified in Article V, Section B, Paragraph 5. Invoices
shall be forwarded to:
George Davis, Interim Senior Engineer
Department of Public Works and Planning
Design Division
2220 Tulare Street, Seventh Floor
Fresno, CA 93721-2106
2. Upon receipt of a proper invoice, DIRECTOR will take a maximum
of ten (10) working days to review, approve, and submit it to COUNTY Auditor-Controller/
Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices will be returned to
CONSULTANT for correction and resubmittal. Payment, less retention, if applicable, will be
issued to CONSULTANT within forty (40) calendar days of the date the
Auditor-Controller/Treasurer-Tax Collector receives the approved invoice.
3. COUNTY is entitled to and shall withhold a ten percent (10%)
retention from the earned compensation in accordance with the provisions of Article VII of
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
AGREEMENT.
4. An unresolved dispute over a possible error or omission may
cause payment of CONSULTANT fees in the disputed amount to be withheld by COUNTY.
5. Concurrently with the invoices, CONSULTANT shall certify
(through copies of issued checks, receipts, or other COUNTY pre-approved
documentation) that complete payment, less a ten percent (10%) retention, has been made
to all subconsultants as provided herein for all previous invoices paid by COUNTY.
However, the parties do not intend that the foregoing create in any subconsultant or sub-
contractor a third party beneficiary status or any third party beneficiary rights, and expressly
disclaim any such status or rights.
6. Final invoices, and separate invoices for retentions, shall be
submitted to COUNTY no later than thirty (30) days after the phase is completed. Payment
for retentions shall not be made until all services for the phase are completed.
7. In the event DIRECTOR reduces the scope of CONSULTANT’S
work under AGREEMENT for a specific PROJECT (or discontinues a specific PROJECT),
whether due to a deficiency in the appropriation of anticipated funding or otherwise,
CONSULTANT will be compensated on a pro rata basis for actual work completed and
accepted by DIRECTOR in accordance with the terms of AGREEMENT.
VI. COMPENSATION RECORDS:
CONSULTANT shall keep complete records showing the hours and
description of activities performed by each person who works on each PROJECT and all
associated costs or charges applicable to work covered by the scope of work.
CONSULTANT will be responsible for ensuring that all subconsultants keep similar records.
VII. RETENTION FROM EARNED COMPENSATION:
A. In addition to any amounts withheld under Article III, Section C, Letter
a, COUNTY is entitled to withhold a ten percent (10%) retention from the earned
compensation of CONSULTANT, and except as otherwise provided herein, such retention
shall be applied to all CONSULTANT services performed under AGREEMENT. COUNTY
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
15
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
has the option to dispense with the requirement to withhold retentions as to any
CONSULTANT service(s) specifically designated by DIRECTOR, in his/her sole and
absolute discretion, as exempt from such requirement for the purposes of AGREEMENT.
B. Unless released earlier in accordance with the provisions in Article VII,
Section A, of AGREEMENT, when the construction contract has been satisfactorily
performed to the eighty percent (80%) point of completion without major pending claims,
disputes or other matters in question between the parties, DIRECTOR, may, at his/her
discretion, reduce the retention from ten percent (10%) to five percent (5%), and the
resulting surplus funds, will be paid by COUNTY to CONSULTANT at that time. Unless
released earlier in accordance with the provisions in Article VII, Section A of AGREEMENT,
the final retention of five percent (5%) will be paid in accordance with the payment
provisions of AGREEMENT and upon receipt of proper invoice, within forty-five (45) days
after completion of all of CONSULTANT’S obligations under AGREEMENT, including the
resolution of all claims and disputes between COUNTY and CONSULTANT.
VIII. AUDITS, ACCOUNTING AND INSPECTIONS ACCESS:
A. CONSULTANT shall at any time during regular business hours, and as
often as COUNTY may deem necessary, make available for examination by State
authorities or COUNTY Auditor-Controller/Treasurer-Tax Collector, or their authorized
representatives, all of its records and data with respect to matters covered by
AGREEMENT. CONSULTANT shall permit COUNTY to audit and inspect all invoices,
materials, payrolls, records of personnel, conditions of employment, and other data relating
to matters covered by AGREEMENT.
B. CONSULTANT shall be subject to the examination and audit of the
Auditor General for a period of three (3) years after final payment under AGREEMENT.
(Government Code Section 8546.7)
///
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
16
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
IX. INDEPENDENT CONTRACTOR
A. In performance of the work, duties, and obligations assumed by
CONSULTANT under AGREEMENT, it is mutually understood and agreed that
CONSULTANT, including any and all of CONSULTANT'S officers, agents and employees,
will at all times be acting and performing as an independent contractor, and shall act in an
independent capacity and not as an officer, agent, servant, employee, joint venturer,
partner or associate of COUNTY. Furthermore, COUNTY shall have no right to control or
supervise or direct the manner or method by which CONSULTANT shall perform its work
and function. However, COUNTY shall retain the right to administer AGREEMENT so as to
verify CONSULTANT is performing its obligations in accordance with the terms and
conditions thereof. CONSULTANT and COUNTY shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having
jurisdiction over matters the subject thereof.
B. Because of its status as an independent contractor, CONSULTANT
shall have absolutely no right to employment rights and benefits available to COUNTY
employees. CONSULTANT shall be solely liable and responsible for providing to, or on
behalf of its employees all legally-required employee benefits. In addition, CONSULTANT
shall be solely responsible and save COUNTY harmless from all matters relating to
payment of CONSULTANT'S employees, including compliance with Social Security,
withholding, and all other regulations governing such matters. It is acknowledged that
during the term of AGREEMENT, CONSULTANT may be providing services to others
unrelated to COUNTY or to AGREEMENT.
X. PARTIES BOUND BY AGREEMENT
AGREEMENT shall be binding upon COUNTY, CONSULTANT, and their
successors in interest, legal representatives, executors, administrators, and assigns with
respect to all covenants as set forth herein.
XI. REQUIRED APPROVALS:
It is understood CONSULTANT shall not assign, sublet, subcontract, or
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
17
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
transfer CONSULTANT'S rights or obligations in AGREEMENT without the prior express,
written consent of COUNTY. Such approval shall only be given by COUNTY Board of
Supervisors, except as provided in Article I, Section B of AGREEMENT.
XII. COMPLIANCE WITH LAWS:
CONSULTANT shall comply with all applicable Federal, State, and local laws,
ordinances, regulations, and Fresno County Charter Provisions in effect at the time of
CONSULTANT’S performance of the professional services to be provided hereunder.
XIII. GOVERNING LAW:
A. Any controversy or claim arising out of or relating to AGREEMENT
which cannot be amicably settled without court action shall be litigated either in a state
court for Fresno County, California, or in the U.S. District Court for the Eastern District of
California, located in Fresno County.
B. The rights and obligations of the parties and all interpretations and
performance of AGREEMENT shall be governed in all respects by the laws of the State of
California.
XIV. AMENDMENTS:
Any changes to AGREEMENT requested either by COUNTY or
CONSULTANT may only be affected only if mutually agreed upon in writing by duly
authorized representatives of the parties hereto. AGREEMENT shall not be modified or
amended, nor shall any rights of a party hereto be waived, except by such a writing.
XV. CONSULTANT'S LEGAL AUTHORITY:
Each individual executing AGREEMENT on behalf of CONSULTANT hereby
covenants, warrants, and represents: (i) that he or she is duly authorized to execute and
deliver AGREEMENT on behalf of such corporation in accordance with a duly adopted
resolution of the corporation's board of directors and in accordance with such corporation's
articles of incorporation or charter and bylaws; (ii) that AGREEMENT is binding upon such
corporation; and (iii) that CONSULTANT is a duly organized and legally existing corporation
in good standing in the State of California.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
18
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
XVI. HOLD HARMLESS:
A. CONSULTANT shall hold harmless and indemnify COUNTY, its
officers, agents, and employees, against the payment of any and all costs and expenses
(including reasonable attorney fees and court costs), damages, claims, suits, losses, and
liability for bodily and personal injury to or death of any person or for loss of any property
resulting from or arising out of any negligent or wrongful acts, errors or omissions of
CONSULTANT, its officers, agents, employees, and subconsultants, in performing or failing
to perform any work, services, or functions under AGREEMENT.
B. COUNTY and CONSULTANT hereby declare their mutual intent to
cooperate in the defense of any claim, suit, or other action alleging liability, arising from the
negligent performance or failure to perform of any COUNTY contractor or subcontractor
involved in PROJECT(S). Such cooperation may include an agreement to prepare and
present a cooperative defense after consultation with CONSULTANT’S professional liability
insurance carrier.
XVII. LIABILITY INSURANCE:
A. Without limiting COUNTY’S right to obtain indemnification from
CONSULTANT or any third parties, CONSULTANT, at its sole expense, shall maintain in
full force and effect, the following insurance policies throughout the term of AGREEMENT:
1. Commercial General Liability Insurance with limits of not less than
One Million Dollars ($1,000,000.00) per occurrence and an aggregate of Two Million
Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY
may require specific coverages including completed operations, products liability,
contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this contract.
2. Comprehensive Automobile Liability Insurance with limits for bodily
injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five
Hundred Thousand Dollars ($500,000.00) per accident and for property damages of not
less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
19
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
limit of Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned
and non-owned vehicles used in connection with AGREEMENT.
3. Worker's Compensation insurance policy as required by the
California Labor Code.
4. Professional Liability Insurance:
a. If CONSULTANT employs licensed professional staff in
providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) aggregate.
CONSULTANT shall obtain endorsements to the Commercial General
Liability insurance naming COUNTY, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under AGREEMENT
are concerned. Such coverage for additional insured shall apply as primary insurance and
any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and
employees shall be excess only and not contributing with insurance provided under
CONSULTANT'S policies herein. CONSULTANT shall give COUNTY at least thirty (30)
days advance written notice of any cancellation, expiration, reduction or other material
change in coverage with respect to any of the aforesaid policies.
Within thirty (30) days from the date CONSULTANT executes AGREEMENT,
CONSULTANT shall provide to COUNTY certificates of insurance and endorsements for all
of the required policies as specified above, stating that such insurance coverage has been
obtained and is in full force; that COUNTY, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial General Liability
insurance names COUNTY, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under AGREEMENT
are concerned; that such coverage for additional insured shall apply as primary insurance
and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under
CONSULTANT'S policies herein; and that this insurance shall not be cancelled or changed
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
without a minimum of thirty (30) days advance, written notice given to COUNTY. The
certificates shall be sent to the attention of:
George Davis, Interim Senior Engineer
Department of Public Works and Planning, Design Division
2220 Tulare Street, Seventh Floor
Fresno, CA 93721
In the event CONSULTANT fails to keep in effect at all times insurance
coverage as herein provided, COUNTY may, in addition to other remedies it may have,
suspend or terminate AGREEMENT upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State
of California. Insurance purchased shall be purchased from companies possessing a
current A.M. Best, Inc. rating of A FSC VIII or better.
XVIII. OWNERSHIP OF DOCUMENTS:
A. All documents, including preliminary documents, calculations, and
survey data, required in performing services under AGREEMENT shall be submitted to,
and shall remain at all times the property of COUNTY regardless of whether they are in the
possession of CONSULTANT or any other person, firm, corporation or agency.
B. CONSULTANT understands and agrees COUNTY shall retain full
ownership rights of the drawings and work product of CONSULTANT for each PROJECT,
to the fullest extent permitted by law. In this regard, CONSULTANT acknowledges and
agrees CONSULTANT’S services are on behalf of COUNTY and are “works made for hire,”
as that term is defined in copyright law, by COUNTY; that the drawings and work-product to
be prepared by CONSULTANT are for the sole and exclusive use of COUNTY, and shall be
the sole owner of all patents, copyrights, trademarks, trade secrets and other rights and
contractual interests in connection therewith which are developed and compensated solely
under AGREEMENT; that all the rights, title and interest in and to the drawings and work
product will be transferred to COUNTY by CONSULTANT to the extent CONSULTANT has
an interest in and authority to convey such rights; and CONSULTANT will assist COUNTY
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
21
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
to obtain and enforce patents, copyrights, trademarks, trade secrets, and other rights and
contractual interests relating to said drawings and work-product, free and clear of any claim
by CONSULTANT or anyone claiming any right through CONSULTANT. CONSULTANT
further acknowledges and agrees COUNTY’S ownership rights in such drawings or work
product, shall apply regardless of whether such drawings or work product, or any copies
thereof, are in possession of CONSULTANT, or any other person, firm, corporation, or
entity. For the purpose of AGREEMENT the terms “drawings and work-product” shall
mean all reports and study findings commissioned to develop the design of PROJECT,
drawings and schematic or preliminary design documents of PROJECT, certified
reproducibles of the original final construction contract drawings of PROJECT,
specifications of PROJECT, the approved opinion of probable construction cost of
PROJECT, record drawings of PROJECT, as-built plans of PROJECT, and discoveries,
developments, designs, improvement, inventions, formulas, processes, techniques, or
specific know-how and data generated or conceived or reduced to practice or learning by
CONSULTANT, either alone or jointly with others, that result from the tasks assigned to
CONSULTANT by COUNTY under AGREEMENT.
C. If AGREEMENT is terminated during or at the completion of any phase
under Article III, a reproducible copy of report(s) or preliminary documents shall be
submitted by CONSULTANT to COUNTY, which may use them to complete PROJECT(S)
at a future time.
D. If a PROJECT is terminated at the completion of a construction
document phase of a PROJECT, certified reproducibles on .003” mylars of the original final
construction contract drawings, specifications, and approved engineer’s estimate shall be
submitted by CONSULTANT to COUNTY.
E. Documents, including drawings and specifications, prepared by
CONSULTANT pursuant to AGREEMENT are intended to be suitable for reuse by
COUNTY or others on extensions of the services provided for PROJECT. Any use of
completed documents for projects other than PROJECT(S) and/or any use of uncompleted
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
22
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
documents will be at COUNTY’S sole risk and without liability or legal exposure to
CONSULTANT.
F. COUNTY may request that certain machine-readable information and
data (“CAD data”) be provided by CONSULTANT under AGREEMENT. Such CAD data is
more specifically described in Article III. CONSULTANT shall not be liable for claims,
liabilities or losses arising out of, or connected with (1) the modification or misuse by
COUNTY or anyone authorized by COUNTY, of such CAD data, or (2) decline of accuracy
or readability of CAD data due to inappropriate storage conditions or duration; or (3) any
use by COUNTY, or anyone authorized by COUNTY, of such CAD data for additions to
PROJECT or for the completion of PROJECT by others, or for other projects. The
electronic files submitted by CONSULTANT to COUNTY are submitted for an acceptance
period lasting until the expiration of AGREEMENT. Any defects COUNTY discovers during
this period will be reported to CONSULTANT and will be corrected as part of
CONSULTANT’S “Basic Scope of Services.”
XIX. TIME OF COMPLETION:
A. The term of AGREEMENT shall commence on the date of execution
hereof, and shall expire by its terms on EXPIRATION DATE, unless extended in writing by
DIRECTOR. The term of AGREEMENT is three years; CONSULTANT shall complete all
PROJECT(S) in progress at the time AGREEMENT expires. The terms and hourly rates of
AGREEMENT shall be in effect until completion and approval of all PROJECT(S) in
progess at the time AGREEMENT expires.
B. Upon request of REPRESENTATIVE, CONSULTANT shall submit for
approval, time schedules for the performance of each authorized PROJECT. The time
schedules may be adjusted as PROJECT(S) proceed, and shall include allowances for
periods of time required for COUNTY’S review and approval of submissions by authorities
having jurisdiction over PROJECT(S). Time limits established by these schedules shall not
be exceeded by CONSULTANT, except in accordance with the prior written approval of
REPRESENTATIVE.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
23
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
C. Time is of the essence in the completion of the services covered by
AGREEMENT. CONSULTANT shall diligently proceed with the agreed scope of services
for each authorized PROJECT and shall provide such services in a timely manner. Failure
of CONSULTANT by more than fourteen (14) calendar days to meet any specified
completion date in the approved time schedule (without prior written approval of
REPRESENTATIVE) is sufficient cause for immediate termination of AGREEMENT, at the
option of COUNTY, in accordance with Article XX, Section C (unless the delay is
attributable to COUNTY or others not under the control of CONSULTANT).
XX. TERMINATION OF AGREEMENT:
A. AGREEMENT may be terminated without cause at any time by
COUNTY upon thirty (30) calendar days written notice. If COUNTY terminates
AGREEMENT, CONSULTANT shall be compensated for services satisfactorily completed
to the date of termination based upon the compensation rates and subject to the maximum
amounts payable agreed to in Article V, together with such additional services satisfactorily
performed after termination which are expressly authorized by COUNTY Representative to
conclude the work performed to date of termination.
B. If CONSULTANT terminates AGREEMENT for reasons other than
material breach by COUNTY, CONSULTANT shall reimburse COUNTY, up to a maximum
of $10,000 for the actual expense of issuing a new Request For Proposal, engaging a new
consultant, and the new consultant's cost in becoming familiar with the previous
CONSULTANT'S design.
C. COUNTY may immediately suspend or terminate AGREEMENT in
whole or in part, where in the determination of COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of AGREEMENT
3. A substantially incorrect or incomplete report submitted to
COUNTY;
4. Improperly performed service.
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
24
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
D. In no event shall any payment by COUNTY constitute a waiver by
COUNTY of any breach of AGREEMENT or any default which may then exist on the part of
CONSULTANT. Neither shall such payment impair or prejudice any remedy available to
COUNTY with respect to the breach or default. COUNTY shall have the right to demand of
CONSULTANT the repayment to COUNTY of any funds disbursed to CONSULTANT under
AGREEMENT, which, in the judgment of COUNTY were not expended in accordance with
the terms of AGREEMENT. CONSULTANT shall promptly refund any such funds upon
demand.
E. The terms of AGREEMENT, and the services to be provided thereunder,
are contingent on the approval of funds by the appropriating government agency. Should
sufficient funds not be allocated, the services provided may be modified, or AGREEMENT
terminated at any time by giving CONSULTANT thirty (30) days advance written notice.
XXI. COVENANT AGAINST CONTINGENT FEES:
A. CONSULTANT warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for CONSULTANT, to solicit
or secure AGREEMENT, and that he/she has not paid or agreed to pay any company or
person, other than a bona fide employee, any fee, commission, percentage, brokerage fee,
gift, or any other consideration, contingent upon or resulting from the award or formation of
AGREEMENT. For breach or violation of this warranty, COUNTY shall have the right to
annul AGREEMENT without liability, or at its discretion to deduct from AGREEMENT price
or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
B. CONSULTANT shall sign the CERTIFICATION OF CONSULTANT
included with AGREEMENT at the time of AGREEMENT execution.
XXII. PATENT RIGHTS AND COPYRIGHTS:
A. CONSULTANT shall observe any patent rights regarding rights to
inventions as required in 41 Code of Federal Regulations 1-9.1.
B. COUNTY may permit CONSULTANT to copyright any reports or other
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
25
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
1
2
3
4
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6
products required to be produced by AGREEMENT. Should CONSULTANT wish to obtain
copyrights for any such reports or products, COUNTY, Caltrans and California Public
Utilities Commission shall have the royalty-free non-exclusive and irrevocable right to
reproduce, publish, or otherwise use, and to authorize others to use, the work for
government purposes.
XXIII. CONFLICT OF INTEREST:
CONSULTANT shall comply with the provisions of the Fresno County
Department of Public Works and Planning Conflict of Interest Code, attached hereto as
Appendix F and incorporated herein. Such compliance shall include the filing of annual
statements pursuant to the regulations of the State Fair Political Practices Commission
including, but not limited to, portions of Form 700.
XXIV. MISCELLANEOUS
A. COUNTY agrees that in accordance with generally accepted practices,
CONTRACTOR will be required to assume sole and complete responsibility for job site
conditions during course of PROJECT, including safety of all persons and property, and
that this requirement shall be made to apply continuously during PROJECT and not be
limited to normal working hours. CONSULTANT shall not have control over or charge of,
and shall not be responsible for, PROJECT means, methods techniques, sequences or
procedures, as these are solely the responsibility of CONTRACTOR. CONSULTANT shall
not have the authority to stop or reject the work of CONTRACTOR.
XXV. ENTIRE AGREEMENT:
AGREEMENT constitutes the entire agreement between COUNTY and
CONSULTANT with respect to the subject matter hereof and supersedes all previous
negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in AGREEMENT.
XXVI. SEVERABILITY:
Should any provisions herein be found or deemed to be invalid,
AGREEMENT shall be construed as not containing such provision and all other provisions
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
26
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
which are otherwise lawful shall remain in full force and effect, and to this end the
provisions of AGREEMENT are hereby declared to be severable.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
IN WITNESS WHEREOF, the parties hereto have caused AGREEMENT to be executed as
DRAFT AGREEMENT ATTACHMENT A
COUNTY OF FRESNO Fresno, California 01/28/08
27
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
of the day and year first above written.
CONSULTANT BY:_______________________________ TITLE:_____________________________ ADDRESS:_________________________ __________________________________ REVIEWED AND RECOMMENDED FOR APPROVAL BY:_______________________________ ALAN WAEVER, DIRECTOR DEPARTMENT OF PUBLIC WORKS AND PLANNING Fund/Subclass/Org/Account (Various Projects in Orgs 0130, 1910, 1912, 4360, 4510, 7205)
COUNTY OF FRESNO BY:_______________________________ CHAIRMAN, BOARD OF SUPERVISORS APPROVED AS TO LEGAL FORM BY:_______________________________ DENNIS MARSHALL COUNTY COUNSEL APPROVED AS TO ACCOUNTING FORM BY:___________________________ VICKI CROW, C.P.A. AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR
1/28/08
ATTACHMENT B
Disadvantaged Business Enterprise – Good Faith Efforts
PROJECT: _________________________________ CONTRACT NO.: ________ NOTE: The bidder shall check Box A or Box B. If the bidder does not check a box it will be
deemed that he has checked Box A. The bidder certifies that: A. ( ) I do not intend to subcontract any work on this project. B. ( ) I do intend to subcontract portions of the work on this project. In accordance with Section 2-1.04, "Disadvantaged Business Enterprise," in the Caltrans special provisions, I have taken affirmative action to seek out and consider minority business enterprises for the portions of the work which are intended to be subcontracted and that such affirmative actions are fully documented in my records and are available upon request. In addition, I will take such affirmative action on any future subcontracting for the life of this contract. Category Contacted: Results of of Work: Name/Address/Phone Contact: _____________ _______________________ _____________ _____________ _______________________ _____________ _____________ _______________________ _____________ _____________ _______________________ _____________ _____________ _______________________ _____________ _____________ _______________________ _____________ The above certification is required by Executive Order 11625. Bidder: ____________________________________________________________ By: ____________________________________ Date: _____________________________ Title: ______________________________________________________________
ATTACHMENT C
ATTACHMENT C
ATTACHMENT C
ATTACHMENT C
ATTACHMENT C
