AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective the IZ, ""1
day of December,
2019, by and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to as "CITY"), and Blair, Church & Flynn Consulting Engineers, a California Corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, CITY desires to obtain professional engineering services for the design of plans and general construction contract documents for North Avenue 66-inch Sewer Trunk Main, hereinafter referred to as the "Project;" and
WHEREAS, CONSUL TANT is engaged in the business of furnishing services as a Professional Engineer and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, CONSUL TANT 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 Director of Public Utilities (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 and Completion Schedule. 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, CONSUL TANT will not be entitled to compensation for such services. (a) Part One. Schematic Design Phase.
(1) CONSUL TANT shall review the description of the Project set forth in Exhibit A and consult with designated representatives of CITY to ascertain the requirements of the Project.
(2) CONSULTANT shall complete a topographic survey in
accordance with the detailed minimum survey requirements set forth in Exhibit A. The . topographic survey shall include sufficient detail for the design of the Project, to establish pertinent right-of-way and property lines, and as necessary to obtain the acceptance of DPU-S 9.1 /03-24-14
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CITY. CONSUL TANT shall provide CITY with an electronic file of the topographic survey in the following format:
AutoCAD and PDF.
(3) CONSUL TANT shall conduct studies and investigations as necessary to confirm requirements of design including, but not limited to, (i) consulting with the various utility agencies, and (ii) obtaining all information and data from the respective responsible CITY department/division that is available in CITY'S records and is required by CONSUL TANT in connection with the consulting services including, but not limited to, maps, reports, information, restrictions and easements. (4) CONSULTANT shall provide a preliminary evaluation of the Project taking into consideration CITY'S estimate of the cost of construction ("Construction Budget") of seven million dollars ($7,000, 000.00), including alternative approaches to design and construction of the Project.
(5) Based upon the mutually agreed upon Project requirements and any adjustments authorized by CITY in the Construction Budget, CONSUL TANT shall design and prepare schematic design drawings and other documents for review, modification, if required, and acceptance by CITY staff sufficient to show the concept and scope of the proposed Project and the scale and relationship of Project components.
(6) CONSUL TANT shall submit a preliminary estimate of construction cost for review and acceptance by CITY. As used herein, "construction cost" means the cost of construction under the general construction contract and does not include CONSULTANT'S compensation as herein provided. Such estimate shall include, and shall separately state, the cost of any add or deduct alternatives, the cost of any work which may be let on a segregated bid basis and any equipment or fixtures which may be incorporated in or excluded from the general construction contract as may be necessary to stay within the Construction Budget.
(7) 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.
(8) CONSUL TANT may not rely upon any as-builts provided by CITY, but shall investigate the existing conditions and ascertain the adequacy of such as-builts for CONSULTANT'S design. CONSULTANT shall bring to CITY'S attention any discrepancies in the as-builts that are discovered by CONSUL TANT. CITY makes no representations regarding any as-builts.
(9) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within zero (0) 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 zero (0) calendar days from receipt of CITY'S comments unless an extension of time is approved in writing by the Director.
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(b) Part Two. 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, CONSUL TANT shall prepare for review and acceptance by CITY the design development documents consisting of drawings and other documents to fix and describe the size and character of the Project as necessary to show treatment of significant details. In addition, CONSULTANT shall provide outline specifications of the work as to kinds of materials, systems, and other such design elements as may be required. Such design development documents and specifications shall be subject to review and acceptance by CITY.
(2) CONSUL TANT shall submit a revised estimate of construction . cost for review and acceptance by CITY. The revised estimate shall include, but shall separately state, the cost of any add or deduct alternates, any work which may be let on a segregated bid basis, and any furnishings, equipment or fixtures which may be incorporated in or excluded from the general construction contract as may be necessary to stay within the Construction Budget, including authorized revisions thereto. (3) In the event that the revised estimate of construction cost exceeds the preliminary estimate of construction cost previously accepted, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishing, equipment or fixtures which was identified in Part 1 as that which may be excluded from the general construction contract, CITY shall have the option of accepting or rejecting the revised estimate and CONSUL TANT shall, at no additional cost to CITY, make such design changes as may be necessary to reduce the revised estimate so that it shall not exceed the preliminary estimate of construction cost previously accepted by CITY. CITY shall not increase the scope of the Project except by modification of this Agreement which shall include an agreed upon increase in CONSULTANT'S compensation.
(4) CONSULTANT shall make as many submittals as may be
necessary or desirable to obtain the acceptance by CITY and shall assist CITY in applying for and obtaining from applicable public agencies any approval, permit, or waiver required by law, which assistance shall include, but not be limited to, making Project information available to CITY.
(5) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within seventy-nine (79) 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 fifteen (15) calendar days from receipt of CITY'S comments unless an extension of time is approved in writing by the Director. (c) Part Three. Construction Document Phase. After review and acceptance of the design development phase and issuance of a written Notice to Proceed with this Part Three:
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(1) CONSUL TANT shall prepare from the accepted design
development documents, detailed plans and specifications setting forth the complete work to be done, and the materials, workmanship, finishes and equipment, fixtures, and site work required. 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 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 CONSUL TANT where possible. Final drawings shall be drawn, printed or reproduced by a process providing a permanent record in black on vellum, tracing cloth, polyester base film, or high quality bond copy. Bid, general conditions, contract and bond document forms or formats regularly used by CITY shall be used by CONSUL TANT unless the Director determines they would be impractical for this Project. 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, CONSUL TANT shall provide the calculations used to determine the general construction contract quantities; and structural calculations for the purpose of obtaining any building permits. (3) CONSUL TANT shall make as many submittals as may be necessary or desirable to o.btain 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 seven (7) sets of completed plans and seven (7) 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, CONSUL TANT shall revise the plans and specifications as needed to obtain final acceptance at no additional cost to CITY. (5) After acceptance of final corrections, if any, 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 and PDF.
(6) CONSUL TANT shall submit a final estimate of construction cost for review and acceptance by CITY. Such estimate shall be calculated as of the date all general construction contract documents are delivered to CITY in final form ready for reproduction and advertising. Such estimate shall include, but shall separately state, the cost of any add or deduct alternates, any work which may be let on a segregated basis, and any equipment, or fixtures which may be incorporated in or excluded from the general construction contract.
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(7) In the event that the final estimate of construction cost exceeds the revised estimate of construction cost previously accepted, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishings, equipment or fixtures which was identified in the final revised estimate in Part 2 as that which may be excluded from the general construction contract, CITY shall have the option of accepting or rejecting the final estimate. If CITY elects to reject the final estimate, CONSUL TANT shall at no additional cost to CITY, make such design changes as may be necessary to reduce the final estimate so that it shall not exceed the revised estimate of construction cost previously accepted by CITY. (8) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within ninety (90) 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 ten (10) 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) CONSUL TANT shall assist CITY in obtaining bids.
CONSUL TANT shall not communicate with potential bidders regarding this Project without the express prior written authorization of CITY'S Purchasing Manager. (2) Upon request of CITY, CONSUL TANT shall expeditiously draft · 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 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 CONSUL TANT 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:
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(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) CONSUL TANT shall review and recommend in writing to CITY acceptance or non-acceptance of shop drawings, equipment and material submittals of the general construction contractor as required by the general construction contract and applicable laws and regulations in a timely manner. The period for 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, CONSUL TANT and the general construction contractor. (3) CONSUL TANT shall, at intervals appropriate to the state of construction, familiarize itself with the progress and quality of the work and determine in general if the work is proceeding in accordance with the general construction contract documents, and keep CITY informed of the progress of the work. In the event that CONSULTANT'S visit to the site results in the discovery of any defect or deficiencies in the work of the general construction contractor, CONSULTANT shall immediately advise CITY and document, in writing, the work CONSULTANT deems substandard, and make recommendations where appropriate to reject any work not conforming to the intended design or specifications. Based on CONSULTANT'S best knowledge, information and belief, 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, CONSUL TANT 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, CONSUL TANT shall render written recommendations on change orders, claims, disputes or other questions arising out of the general construction contract, in a timely manner. Recommendations by CONSUL TANT in favor of a change order that is consequently accepted by CITY shall constitute approval by CONSUL TANT who shall then approve the change order in writing. CONSUL TANT shall not unreasonably withhold written approval in the event CITY accepts a change order that CONSUL TANT recommended to be rejected. In the event of any technical disputes, CONSULTANT shall provide CITY with CONSULTANT'S written interpretation of the contract documents. The period for CONSUL TANT review shall be as specified in the general construction contract, except if such period is not so specified, the period shall be as determined in the pre construction conference as mutually agreed upon by CITY, CONSUL TANT and the general construction contractor. If CITY, CONSULTANT and the respective general construction contractor are unable to mutually agree on such period for CONSUL TANT review, then CITY will make the determination and that determination will be final. (6) Upon written request by CITY, CONSULTANT shall provide such design and specification services as may be requested by CITY to ·implement change DPU-S 9.1 /03-24-14
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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.
(8) Upon written request of CITY, CONSULTANT shall assist CITY in the preparation of Progress Payment Estimates and other related construction reports. (9) CONSUL TANT shall provide CITY with two sets of original as-grade plans wet-stamped and signed by the CONSULTANT'S Engineer of Record for the Project submitted for final approval by the CITY's Building and Safety Services Division of the Development and Resource Management Department (10) CONSUL TANT 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 CONSUL TANT bulletins, amendments or clarifications. CONSUL TANT shall provide CITY with one set of vellum Record Drawings for the Project within fifteen (15) 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 ten (10) calendar days from receipt of CITY comments unless an extension of time is approved in writing by the Director. In addition, CONSUL TANT shall provide CITY with one complete set of CAD/System disk files of Record Drawings in the following format: AutoCAD and PDF.
2. CITY'S responsibilities. CITY will:
(a) Provide, upon request and cooperation of CONSUL TANT, access to, and make all provisions necessary to, enter upon public or private lands as required for CONSUL TANT to perform such services and inspections as are required in development of the Project; provided, however, if CITY is unable to obtain access to enter upon public or private lands, CONSUL TANT shall not be relieved from performing its services as to those public and private lands that are accessible.
(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.
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(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 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)
CONSULTANT.
Prepare all change orders during construction in cooperation with (g) Prepare all Progress Payment Estimates in cooperation with CONSUL TANT following its general assurance that the work covered by a payment application meets the standards in the general construction contract documents based upon CONSULTANT'S best knowledge, information and belief.
(h) Pay, or cause to be paid, plan check fees, conditional use permit fees and site plan review fees.
(i) Arrange for and pay, or cause to be paid, any fees associated with Environmental Impact Reports or Statements.
U) Give reasonably prompt consideration to all matters submitted by 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 Two Hundred Thousand One Hundred Fifty Dollars and Zero Cents ($200,150.00), and a contingency amount not to exceed Twenty Thousand Dollars ($20,000.00) for any additional work rendered pursuant to Subsection (d) below and authorized in writing by the Director. Such fees include all expenses incurred by CONSULTANT in performance of such services. (b) Detailed statements shall be rendered monthly and will be payable in the normal course of CITY business. Such statements shall be for an amount no greater than that attributable to the Part upon which CONSUL TANT is then engaged as provided in Section 3(c) below.
(c) For purposes of determining the division of the total compensation to CONSUL TANT as provided in Section 3(a) above, or should performance of any succeeding Part not be authorized by CITY as provided in Section 1 of this Agreement, it is agreed that the total compensation shall be allocated to the five Parts of CONSULTANT'S performance as follows: Part 1 - 0%, Part 2 - 47.8%, Part 3 - 28.6%, Part 4 - 5.8% and Part 5 - 17.8%. 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.
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(d) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to CONSULTANT'S compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. CONSULTANT shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. Subsequent to the date of completion of Part Three, changes due to Code revisions or enactments adopted after such date shall constitute additional work subject to this Section 3(d).
4. Termination, Remedies, Force Majeure, and Consolida tion of Disputes. (a) This Agreement shall terminate without any liability of CITY to CONSUL TANT 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 CONSUL TANT; (ii) 7 calendar days prior written notice with or without cause by CITY to CONSULT ANT; (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 CONSUL TANT that are owned by CITY.
Subject to the terms of this Agreement, CONSUL TANT shall be paid compensation for services satisfactorily performed prior to the effective date of termination. CONSUL TANT shall not be paid for any work or services performed or costs incurred which reasonab ly could have been avoided.
(c) In the event of termination due to failure of CONSUL TANT to satisfactorily perform in accordance with the terms of this Agreement, CITY· may withhold an amount that would otherwise be payable as an offset to, but not in excess of, CITY'S damages caused by such failure. In no event shall any payment by CITY pursuant to this Agreement constitute a waiver by CITY of any breach of this Agreement which may then exist on the part of 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 CONSUL TANT fails to comply with any terms or conditions of this Agreement. (f) CONSUL TANT shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of CONSUL TANT and without its fault or negligence such as, acts of God or the public enemy, acts of CITY in .its contractual capacity, DPU-S 9.1 /03-24-14
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fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. CONSUL TANT shall notify the Director or his/her designee in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith; and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Director or his/her designee of the cessation of such occurrence.
(g) CONSUL TANT agrees that, notwithstanding any contrary provision in this Agreement, any dispute arising from or relating to this Agreement (including, without limitation, disputes based on contract, tort, equity or statute) may, at CITY'S option, be joined and consolidated with any other dispute or disputes arising from or relating to the Project so that all disputes arising from or relating to the Project may be resolved in a single proceeding.
CONSUL TANT hereby specifically waives any objection it may otherwise have to such joinder and consolidation and specifically consents to mediation, arbitration or any other dispute resolution mechanism, forum or proceeding necessary to effectuate the joinder and consolidation contemplated by this provision.
5. Confidential Information. Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by CONSULT ANT pursuant to this Agreement shall not be made av.ailable to any individual or o.rganization by CONSULTANT without the prior written approval of CITY. During the term of this Agreement, and thereafter, CONSUL TANT 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, specifi'cations, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in CITY.
(b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings and other documents prepared or provided by CONSUL TANT pursuant to this Agreement are the property of CITY at the time of preparation and shall be turned over to CITY upon expiration or termination of the Agreement or default by CONSULTANT. CONSUL TANT grants CITY a copyright license to use such drawings and writings. CONSUL TANT shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. CITY may modify the design including any drawings or writings. Any use by CITY of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verification by CONSUL TANT will be at CITY'S sole risk and without liability or legal exposure to CONSULTANT. CONSULTANT may keep a copy of all drawings and specifications for its sole and exclusive use.
(c) If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSUL TANT 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.
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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 CONSUL TANT and any subcontractors to do and perform such services in a skillful manner and CONSUL TANT agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall not operate as a release of CONSULTANT or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, CONSUL TANT .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 CONSUL TANT, 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, CONSUL TANT shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-Vii" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, CONSUL TANT or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to 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 CONSUL TANT of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
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(c) The fact that ins urance is obtained by CONSUL TANT shall not be deemed to release or diminish the liability of CONSUL TANT, including, without limitation, liability under the indem nity provisions of this Agreement. The duty to ind emnify 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 indemnif ication to be provided by CONSUL TANT.
Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONSUL TANT, its principals, officers, agents, employees, persons under the supervision of CONSULTANT, vendo rs, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indi rectly by any of them. (d) If CONSULTANT should subcontract all or any portion of the services to be performed under this Agreement, CONSUL TANT shall require each subcontractor/sub consulta nt 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 end orsements shall be on file with CONSULTANT and CITY prior to the commencement of any services by the subcontractor.
CONSUL TANT and any subcontractor/sub-consultant shall establish additional insured status for CITY, its officers, officials, employees, agents and volun teers 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 endo rsement 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, CONSUL TANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSUL TANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement.
(b) CONSUL TANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSUL TANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSUL TANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSUL TANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of int erest, CONSUL TANT shall immediately notify CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder, CONSUL TANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
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(d) CONSUL TANT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project.
CONSUL TANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing.
(f) If CONSUL TANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSUL TANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event CONSUL TANT maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, CONSULTANT at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling program, approved by CITY'S Solid Waste Management Division, for each office and facility. Literature describing CITY recycling programs is available from CITY'S Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621 -1111.
(ii) Immediately contact CITY'S Solid Waste Management Division at (559) 621-1 452 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 DPU-S 9.1 /03-24- 14
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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, CONSUL TANT shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11 (b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by CITY, CONSUL TANT 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, CONSUL TANT 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 Karl E. Kienow, and he/she shall not assign another to supervise CONSULTANT'S performance of this Agreement without the prior written approval of the Director.
12. Nondiscrimination. To the extent required by controlling federal, state and local law, CONSUL TANT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, CONSUL TANT agrees as follows:
(a) CONSULTANT will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) 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. CONSUL TANT 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.
CONSUL TANT 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 CONSUL TANT in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national DPU-S 9.1 /03-24-14
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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 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, CONSUL TANT shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent qontractor.
(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, CONSUL TANT shall bear its own costs and exp�nses 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. CONSUL TANT shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, CONSUL TANT 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, CONSUL TANT 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 DPU-S 9.1 /03-24-14
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designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16 below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives.
16. Assignment.
(a) This Agreement is personal to CONSUL TANT and there shall be no assignment by CONSUL TANT of its rights or obligations under this Agreement without the prior written approval of the City Manager or his/her designee. Any attempted assignment by CONSUL TANT, its successors or assigns, shall be null and void unless approved in writing by the City Manager or his/her designee.
(b) CONSULTANT hereby agrees not to assign the payment of any monies due CONSULTANT from CITY under the terms of this Agreement to any other individi.Jal(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, CONSUL TANT shall at all times comply with all applicable laws of the United States, the State of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
19. 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. Severabi lity. 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.
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23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.
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 CONSU LTANT.
II I
II I
I II
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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,
a California municipal corporation
By: � ��
Miha�a�
Director
Department of Public Utilities
ATTEST:
YVONNE SPENCE, CMC
City Clerk
By: -��·�--,'f-'----r�---=---'--rz.} 14 / J q
Deputy�'
No signature of City Attorney required.
Standard Document #DPU-S 9.1 has been
used without modification, as certified by
the undersigned.
By:
�ui�
Supervising Engineering Technician
Department of Public Utilities
Brock D. Buche , Assistant Director
Department of Public Utilities
Addresses:
CITY:
City of Fresno
Attention: Sarah Aguila,
Supervising Engineering Technician
2101 G St., Bldg. A
Fresno, CA 93706
Phone: (559) 559-621- 1615
FAX: (559) 559-498-4126
Attachments:
1. 2.
Exhibit A - Scope of Services
Exhibit B - Insurance Requirements
Blair, Church & Flynn Consulting Engineers,
:;·Ii�
Name: � t/L. 9.}1)£,)
Title: VI Gt? P�
[if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary.]
Any Applicable Professional License:
Number: C.S-//,/ s
Name: �el- E:
��
r.,J
Date of Issuance: Z-= 3
CONSULTANT:
Blair, Church & Flynn Consulting Engineers
Attention: Karl E. Kienow,
Principal
451 Clovis Avenue, Suite 200
Clovis, CA 93612
Phone: 559-326-1400
FAX: 559-326-15 00
3. Exhibit C - Conflict of Interest Disclosure Form
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Exhibi t A
SCOPE OF SER VICE S
Cons ul tant Service Ag reement between City of Fresno ("C ity") and Blair , Chur ch & Flynn Consul ting Engi neers ("Consul tant") North Avenue 66-lnch Sewer Trunk Main
PROJECT TITLE
Project Background
On 18 April 2000, Blair, Church & Flynn Consulting Engineers entered into an agreement with the City of Fresno to prepare a Project Study Report (PSR) for the North Avenue Trunk Sewer (NATS) from Maple Avenue to Fruit Avenue. During preparation of the PSR, the NATS was divided into three phases:
Phase 1: The west side of State Route 99 to the east side of State Route 41 Phase 2: The east side of State Route 41 to Fruit Avenue Phase 3: Maple Avenue to the west side of State Route 99 The PSR culminated in the preparation of preliminary trunk sewer drawings for all three phases.
The preliminary trunk sewer drawings consisted of plans and profiles with both horizontal and vertical design information, and included existing utilities, existing rights-of-way, proposed easements, and topographic surveying.
A subsequent agreement dated 6 June 2000 between Blair, Church & Flynn Consulting Engineers and the City of Fresno included the preparation of construction documents, and bidding and construction services for Phases 1 and 2. Construction on these phases was completed in June 2003.
The City has prepared construction documents to construct a new 66-inch trunk sewer from east of the Union Pacific Railroad to west of the BNSF Railroad tracks on the west side of Golden State Boulevard. The project is entitled "North Avenue Sewer Trunk Main Realignment.
The City now desires to prepare construction documents, bid and construct a portion of the remaining Phase 3. The Phase 3 work will consist of approximately 0.64 miles of 66-inch trunk sewer main and will begin at the west end of the proposed Repair Project and end at the existing stub east of Orange Avenue (constructed as part of Phase 1).
The following work plari _provides our proposed approach and scope of work to prepare construction documents and provide bidding and construction support services.
Project Work Plan
Project design should be accomplished through a four-part work plan including the following phases:
• Design Development Phase
• Environmental Compliance Phase
• Construction Document Phase
• Bidding Phase
DPU-S 9. 1 /03-24-14
• Construction Phase and General Construction Contract Administration The Design Development Phase would include the preparation and swbmittal of preliminary plans, specifications, and estimates (approximately 60% design completion). The Design Development Phase design will use the existing PSR plans as the basis and will be updated to include the existing utility information, topographic mapping, rights-of-way and easements as required, and revisions to match up to the Repair Project. A geotechnical investigation was conducted during the previous PSR efforts, and the related report includes 5 borings within the project area along with laboratory data. It is believed that the geotechnical investigation includes adequate information to design and construct the new trunk sewer main.
The High Speed Rail (HSR) crosses North Avenue between State Route 99 and Cedar Avenue, and is elevated above the road. North Avenue existed as a City street before the HSR, so the City has prior rights. However, it is possible that the HSR Authority will require a permit to work within their right-of-way, and acquisition of a permit is included. There are no other railroads, except for the High Speed Rail, within the project limits. Accordingly, no other railroad permits, or coordination is expected or included.
The proposed pipeline is entirely within public right-of-way, except for the eastern portion which is in a Fresno Irrigation District parcel. A sewer easement across this parcel is expected to be required, and acquisition of a title report and preparation of a legal description and acquisition diagram are included.
The Construction Document Phase would include the preparation and submittal of plans, specifications, and estimates at the draft final (approximately 90% design completion) and final (100% complete) stages of completion. At each submittal stage, review comments resulting from the prior submittal would be thoroughly addressed.
Blair, Church & Flynn Consulting Engineers would provide the engineering services enumerated in the following task outline.
PART 1 SCHEMATIC DESIGN PHASE
The Schematic Design Phase is considered complete.
PART 2 DESIGN DEVELOPMENT PHASE
A. PROJECT MANAGEMENT AND ADMINISTRATION
1. Prepare Project Management Plan, Including:
a. Project Team Contact Information for City and BC&F
b. Emergency Contact Information
c. Project Communications and Filing Policies
2. Coordination of Design Staff
3. Prepare Project Design and Construction Schedule
B. RIGHT-OF-WAY ACQ UISITION
1. Order Title Report
2. Prepare Acquisition Documents, Including:
a. A Written Legal Description of the Acquisition
b. A Diagram Showing the Acquisition
c. Legal Description Cover Sheet Will be Provided by the City DPU-S 9.1 /03-24- 14
3. Submit to City for Review
4. Address One Set of Comments
5. Submit with Signatures
6. Includes 1 (One) Acquisition
C. PRELIMINARY PLANS, SPECIFICATIONS AND ESTIMATES
1. Review Existing Topography and Compare with Existing Topographic Mapping
2. Conduct Topographic Surveys as Required Due to Topographic Changes a. Check and Confirm Benchmarks
b. Six Hours of Field Surveying Included
3. Perform Office and Field Utility Search
a. Request Existing Utility Information from Companies, Agencies, and Districts
4. Review Existing Rights-of-Way and Easements and Compare with Existing a. Coordinate with City as Required for Recorded Documents
5. Update Topographic, Utility, and Right-of-Way Base Maps as Required
6. Prepare and Submit Technical Memorandum Discussing Available Pipe Materials for City Consideration
7. Prepare Preliminary Cover and Index Sheets
8. Prepare Preliminary Plan and Profile Drawings
a. Update Existing PSR Drawings as Required
b. Incorporate Stock Aerial Photography Obtained from Online Sources
9. Prepare Preliminary Construction Detail Drawings
10. Prepare Preliminary Traffic Detour Plans
11. Prepare Preliminary Technical Specifications
12. Prepare Itemized Estimate of Quantities and Construction Cost
13. Quality Assurance/Quality Control
14. Submit Preliminary (60%) Plans, Specifications and Estimate D. UTILITY AND AGENCY COORDINATION
1. Submit Preliminary Plans to Affected Companies, Agencies, and Districts
2. Coordinate Relocation Efforts with Project Design
3. Obtain Caltrans Encroachment Permit
a. Meet with Caltrans to Determine Requirements
b. Provide Completed Application and Plans to City for Submittal
4. Obtain High Speed Rail Permit, if Required
5. Submit Plans to Fresno Irrigation District and Address Comments as Necessary a. Meet with FID to Determine Requirements
6. Apply for and Obtain Tunnel Classifications for Trenchless Crossings E. PRELIM INARY DESIGN PHASE DELIVERABLES
1. Design and Construction Schedules
2. Pipe Material Technical Memorandum
3. Preliminary Plans (7-Sets)
4. Preliminary Technical Specifications (7-Sets)
5. Preliminary Itemized Estimate of Quantities and Cost (7-Sets) F. CALIFORNIA ENVIRONM ENTAL QUALITY ACT (CEQA) COMPLIANCE
1. Preparation of Project Description to Satisfy CEQA
2. Preparation of CEQA Notice of Exemption (NOE) Form
a. It is Assumed CEQA Categorical Exemption 15302. Replacement and Reconstruction is Applicable and Appropriate
DPU-S 9.1 /03-24-14
3. Preparation of Admin istrative Write-up Confirming Conditions of the Exemption, Documenting the NOE Applicability, and Confirming no Exceptions to the Exemption a. Adminis trative Record will be Prepared and Provided for In ternal Use Only and Will Not Be Included in NOE for Filing
4. Filing of the NOE at Fresno County Within 5 Days of Adoption to Reduce the Statute of Limitations from 180 days to 35 days
PART 3 CONSTRUCTION DOCUMENT PHASE
A. PROJECT MANAGEMENT AN"o ADMINISTRATION
1. Coordination of Design Staff
2. Update Project Management Plan as Necessary
3. Maintain Project Design and Construction Schedule
B. DRAFT FINAL DESIGN
1. Prepare Draft Final Cover and Index Sheets
2. Prepare Draft Final Plan and Profile Drawings
3. Prepare Draft Final Construction Detail Drawings
4. Prepare Draft Final Traffic Detour Plans
5. Prepare Draft Final Technical Specifications
6. Incorporate City "Boilerplate" Documents
7. Prepare Itemized Estimate of Quantities and Cost
8. Address Preliminary Review Comments
9. Quality Assurance/Quality Control
10. Submit Draft Final (90%) Plans, Specifications and Estimate C. FINAL PLANS, SPECIFICATIONS, AND ESTIMATES
1. Prepare Final Plans
2. Prepare Final Specifications
3. Prepare Final Itemized Estimate of Quantities and Cost
4. Address Draft Final Review Comments
5. Quality Assurance/Quality Control
6. Submit Final (100%) Plans, Specifications, and Estimate
7. Address Final Review Comments
8. Submit Plans, Specifications, and Estimate for Bidding D. CONSTRUCTION DOCUMENT PHASE DELIVERABLES
1. Draft Final (90%) Plans (7-Sets)
2. Draft Final (90%) Specifications (7-Sets)
3. Draft Final (90%) Itemized Estimate of Quantities and Cost (7-Sets)
4. Final (100%) Plans (7-Sets)
5. Final (100% Specifications (7- Sets)
6. Final (100%) Itemized Estimate of Quantities and Cost (7-Sets)
7. Plans, Specifications, and Estimate for Bidding (1-Set) PART 4 BIDDING PHASE
A. PROJECT MANAGEMENT AND ADMINISTRATION
1. Update Project Management Plan as Necessary
2. Maintain Project Design and Construction Schedule
DPU-S 9.1 /03-24-14
B. BID SERVICES
1. Attend Pre-Bid Conference
2. Prepare Addenda and Clarifications
3. Attend Bid Opening and Evaluate Bid Proposals
PART 5 CONSTRUCTION PHASE AND GENERAL CONSTRUCTION CONTRACT
ADMINISTRATION
A PROJECT MANAGEMENT AND ADMINISTRATION
1. Coordination of Support Staff
2. Update Project Management Plan as Necessary
B. CONSTRUCTION SERVICES
1. Attend Pre-Construction Conference
2. Review Shop Drawings and other Contractor Submittals
3. Respond to Requests for Information (RFls)
4. Provide Periodic Worksite Observation and Up to Two Meetings
5. Prepare Record (As-built) Drawings
SPECIFIC EXCLU SIONS
A. Preparation of technical studies for use with the CEQA NOE B. Payment of filing fees to Fresno County
C. Preparation of a negative declaration, mitigated negative declaration, or environmental impact report
D. Any services related to National Environmental Protection Act (NEPA) E. Filing of the NOE with the Office of Planning and Research (OPR). It is assumed the County will perform this work
F. Attendance at any public meetings or hearings regarding CEQA G. Attendance at any council meetings or planning commission meetings regarding CEQA H. Preparation of environmental technical specifications I. Services related to San Joaquin Valley Air Pollution Control District (SJVAPCD) Indirect Source Review (IS R)
J. Preparation of a Storm Water Pollution Prevention Plan (SWPPP) K. Environmental permitting associated with impacts to the Fresno Colony Canal No. 24.
None are anticipated at this time
L. Those items fisted under City's responsibilities in agreement M. Alf field surveying services for construction staking N. Inspection and evaluation of existing sewers
0. Construction-related geotechnicaf engineering and testing services P. Construction inspection
Q. R-value testing of soils for pavement replacement design R. Studies and/or analyses of projected wastewater design flows (proposed sizing and/or flow rates to be furnished by City if different from that shown in the existing PSR plans S. The development of new pipeline horizontal and vertical alignments, except as required due to topographic changes and existing utility conflicts subsequent to the afready repared PSR plans
T. Potholing
U. Complete temporary traffic handling plans, which will be prepared by the Contractor V. Payment of required permit or license fees
W. Coordination with other railroads than the HSR
DPU-S 9.1 /03-24-14
OPU-S 9.1 /03-24-14 Page 6 of 6
Exhi bit B
INSUR ANCE REQU IREME NTS
Consu lta nt Service Agreement between Cit y of Fresno ("C ITY") and Bl air, Church & Flynn Consul ting Engineers ("CONSUL TANT") North Avenue 66-Inch Sewer Trunk Main
PR OJ ECT TITLE
MINIMUM SCOPE OF INSUR ANCE
Cover age shall be at least as br oad as:
1. The most cu rrent version of In suranc e Ser vices Office (I SO) Comm ercial Gener al Liabili ty Coverage Form CG 00 01 , provid ing liabili ty coverage arising out of yo ur busi ness operat ions. The Commer cial Gener al Liabili ty pol icy shall be written on an occu rrenc e form and shall provide coverage for "bod ily in jur y," "pr oper ty da mage " and "per sonal and advertis ing injur y" with coverage for prem ises and operatio ns (including the use of owned and non-o wned equ ipment ) , prod ucts and comp leted operati ons, and cont ractual li abili ty (includ ing, with out lim itation , indemni ty obliga tions un der the Agr eement ) with lim its of liabili ty no t less than those set forth un der "Minimum Lim its of In sur anc e."
2. The most cu rrent version of IS O *Commer cial Auto Cover age For m CA 00 01 , provid ing liabi lity coverage arising out of the ownership, mai nte nanc e or use of au tomobi les in the course of your busi ness oper atio ns. The Automobil e Pol icy shall be written on an occu rrenc e form and shall provide coverage for all owned , hir ed , and non-owned au tomobil es or other licen sed vehic les (Code 1- Any Auto) . If personal au tomobil e coverage is used , the CI TY, its officers , officia ls, emp loyees, agent s, and volunt eers are to be listed as addi tio nal insur eds.
3. Workers' Compen sation insur anc e as req uir ed by the State of Ca lifornia and Emp loyer's Liabili ty In su ranc e.
4. Profess ional Liabili ty (E rrors and Omi ssions) insur anc e appr op riate to CONS UL TANT's professi on.
MINIMUM LIMITS OF INSURANCE
CONS UL TANT, or any pa rty the CONSU LTANT su bco ntracts with , shall mai nta in limi ts of liabili ty of no t less than those set forth belo w. However, insur anc e limi ts avail able to CIT Y, its office rs, off icia ls, emp loyees , agent s, and volu nteers as add iti onal insur eds, shall be the gr eater of the minimum limi ts spe cified herein or the full limi t of any insur anc e proceeds available to the nam ed insu red :
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COMM ERCIAL GEN ERAL LIABI LITY:
(i) $1 ,000,0 00 per occurr enc e for bodily injur y and property damage; (ii) $1 ,000,0 00 per occu rrence for personal and adver tising injur y; (iii) $2,000,0 00 aggr egate for prod ucts and comp leted oper ations; and, (iv) $2,000,0 00 gener al aggr egate appl ying sepa rately to the work performed un der the Agreement.
2. COMMER CI AL AU TOM OBIL E LIABI LIT Y:
$1 ,0 00 ,000 per accident for bod il y injur y an d proper ty damage.
3. WORKE RS' COMPENS ATION INSUR ANCE as req uir ed by the State of Cali forn ia with statutor y li mits.
4. EM PL OYER'S LIABI LITY:
(i) $1 ,0 00 ,000 each accident for bod ily injur y;
(ii) $1 ,000 ,000 di sease each emp loyee; and,
(iii) $1 ,000 ,000 di sease pol icy li mit.
5. PROFESSI ONAL LIABI LITY (E rrors and Omissions):
(i) $1 ,000 ,000 per claim /occu rrence; and,
(ii) $2 ,0 00,0 00 pol icy aggr egate .
UM BRE LLA OR EXC ESS INSUR ANCE
In the event CON SUL TANT pur chases an Um brella or Excess insur anc e polic y(ies) to meet the "Minimum Lim its of Insur an ce," this insur anc e polic y(ies) shall "fol low form" and afford no less coverage than the primar y insur anc e pol icy( ies) . In addi tion, suc h Umbr ella or Excess insur an ce polic y(ie s) shall also appl y on a primar y and non contribut ory basis for the ben efit of the CI TY, its officers , officia ls, emplo yees , agent s, and volu nteers.
DEDUC TI BLES AND SE LF-I NSU RED RETENTIONS
CONSUL TANT shall be responsible for payment of any deduc tibl es cont ai ned in any insur anc e pol icy( ies) req ui red herein and CONSUL TANT shall also be responsible for payment of any sel f-insur ed reten tio ns. Any ded uctibl es or self-insur ed retentio ns mu st be de cla red to on the Ce rtificate of In sur anc e, and appr oved by, the CI TY's Ri sk Ma nager or de sign ee. At the option of the CI TY's Risk Mana ger or designee, either:
(i) The insur er shall redu ce or elimina te suc h ded uctibles or se lf insur ed retentions as respec ts CIT Y, its office rs, officials, emp loyees , agents, and volunteer s; or
(ii) CONSUL TANT shall provide a financial guar an tee , sati sfactory to CIT Y's Risk Mana ger or designee, guaran teeing paym ent of losses and related inv estig atio ns, claim admin istrat ion and def ens e expens es . At no time shall CIT Y be res ponsibl e for the payment of any ded uctib les or self-insur ed retenti ons.
OTHE R IN SUR ANCE PROVISIO NS/E ND ORSEME NTS
The General Liability and Automobile Liability insurance policies are to cont ain, or be endor sed to cont ain, the foll owing provis ions:
1. CI TY, its office rs, officials, emplo yees , agents, and volunt eer s are to be covered as additional insur eds. CONSUL TANT shall estab lish add itional insur ed statu s for the Ci ty and for all ongoing and compl eted oper atio ns 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 man uscrip t insur anc e company endor sement provid ing addi tional insur ed status as broad as that cont ained in ISO For m CG 20 10 11 85.
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2. The coverage shall cont ain no sp ecial limi tations on the scope of protection afforded to CIT Y, its office rs, officials, empl oyees , agent s, and volu nteers. Any avail abl e insur anc e proceeds in excess of the specif ied minimum li mits and coverage shall be ava ilabl e to the Addi tional Ins ured .
3. For any claims relati ng to this Agree ment, CONSUL TANT's insur an ce coverage shall be primar y insur an ce with respect to the CI TY, its office rs, officials, emp loyees, agent s, and volu nteers. Any insur anc e or self insur anc e main tai ned by the CI TY, its officers , officia ls, emp loyees , age nts , and volu nteers shall be excess of CONSUL TANT's insur an ce and shall not contr ibut e with it. CONSUL TANT shall establish primar y an d no n-contribut ory status by using ISO Form CG 20 01 04 13 or by an execut ed manuscript insur anc e compan y endor sement that provides primar y and non-contrib utory status as broad as that cont ained in ISO Form CG 20 01 04 13 .
The Workers, Compensation insurance policy is to cont ain , or be endor sed to cont ain, the follo wing provisio n: CONSUL TANT and its insur er shall waive an y rig ht of subr og atio n agains t CI TY, its officers, offic ials, em plo yees, agents, and volu nteers .
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form :
1. The retroactive date mu st be sho wn, and mu st be before the effective date of the Ag reement or the commencement of work by CO NSUL TANT.
2. Insur anc e must be maint ai ned and evid enc e of insur anc e mu st be provided for at least five (5) yea rs after comp letion of the Agree ment work or term ina tion of the Agreement, whi che ver occu rs first, or, in the alternative , the polic y shall be endor sed to provide not less than a five (5) yea r di scovery pe riod .
3. If coverage is canceled or no n-renewed , and no t repl aced with ano ther cla ims-m ade pol icy form with a retroactive date prior to the effective date of the Agreement or the commenc ement of work by CONSUL TANT, CONSUL TANT mu st pur chase "ext ended repor ting" coverage for a minimum of five (5) years comp letion of the Agreement work or term ina tion of the Agreement, wh iche ver occur s first.
4. A copy of the claim s reporting req uir eme nts must be submi tted to CI TY for review.
5. These req uir ement s shall sur vive exp iration or term in ation of the Ag reement.
All policies of insurance requir ed her ein shall be endor sed to provide that the coverage shall not be cancell ed , non -renew ed , reduc ed in coverage or in lim its except after thi rty (30) calendar da ys written no tice by certified mail, retu rn receipt reque sted , has been gi ven to CI TY. CONSU L TANT is also responsible for provid ing written notice to the CI TY un der the same terms an d cond itio ns. Up on iss ua nce by the insur er, broker, or agent of a notice of cancella tio n, non -rene wal, or reduction in coverage or in limi ts, CO NSUL TANT shall furn ish CIT Y with a new certificate and appl icable endor sement s for such pol icy( ies) . In the eve nt any pol icy is due to expire dur ing the work to be performed for CI TY, CONSUL TANT shall provide a new cer tificate , and appli cable
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endor sement s, evidencing renewal of suc h pol icy not less than fifteen (1 5) calendar day s prior to the exp iration date of the exp iring poli cy.
Shoul d any of the req uir ed pol ici es prov ide that the defense costs are paid with in the Limi ts of Liabili ty, ther eby reducing the available limi ts by any defen se costs, then the req uir ement for the Lim its of Liab ili ty of these polic es will be twice the ab ove stated li mits.
The fact that ins uranc e is obt ai ned by CO NSUL TANT shall not be deem ed to release or dimini sh the liabili ty of CONSUL TANT, includ ing, with out lim itation, liabili ty under the indem ni ty provisions of this Agree ment. The pol icy limi ts do not act as a limi tation up on the am oun t of indemni ficatio n to be prov ided by CONSUL TANT. Appr oval or pur chase of any insur anc e con tracts or pol icies shall in no way relieve from liabili ty nor limi t the liabi lity of CON SUL TANT, its princ ipals, officers , agent s, empl oyees, persons un der the su pervision of CONSUL TANT, vendor s, supp lier s, inv itees, consu ltants , sub con su lta nts, su bcon tracto rs, or anyone emp loyed dir ectly or indir ectly by any of them.
SUBCO NTRACTORS - If CONSUL TANT subcon tracts any or all of the ser vices to be performed un der this Agreement, CON SUL TANT shall req uir e, at the di scretion of the CI TY Risk Manager or desig nee, su bcontr actor(s) to en ter int o a separ ate Side Agreement wi th the City to provide requir ed indemn ification and insur anc e protec tio n.
Any requir ed Side Agreement (s) and associ ated insur an ce docume nts for the su bco ntractor must be reviewed and prea ppr oved by- CIT Y Risk Man ager or desig nee.
If no Side Agreement is req uir ed , CONSU L TANT will be so lely responsible for ensurin g that it's su bcon tractor s main tain insur anc e coverage at levels no less than those req uir ed by appli cable law and is cus tomar y in the relevant indus try.
VERIFI CATION OF COVERAGE
CON SUL TANT shall furn ish CI TY with all certificate(s) and app lic able endor seme nts effecting coverage req ui red hereu nder. All certificates and app lic ab le endor seme nts are to be received and appr oved by the CI TY'S Ri sk Ma nager or hi s/her designee prior to CI TY'S execution of the Agree ment and before work co mmenc es . All non-ISO endor seme nts amending pol icy coverage shall be execut ed by a licen sed and author ized agent or broker . Upon reque st of CI TY, CONSUL TANT shall im med iately furn ish Ci ty with a comple te copy of any insuranc e pol icy requir ed un der thi s Agreement, including all endor sements, with said copy certified by the un derwriter to· be a true and correct copy of the orig inal pol icy. Thi s requir ement shall su rvive exp iration or termina tion of this Ag reement.
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Exh ib it C
DISCLO SURE OF CON FLICT OF IN TE REST .
Consu ltant Service Agr eement between City of Fresno ("C ITY" ) and Blair , Chur ch & Flynn Consu lti ng Engine ers ("CONS UL TANT") North Avenue 66-l nch Sewer Tru nk Main
PROJ ECT TITLE
1 Are you cu rrently in litig ation with the Ci ty of Fresno or any of its agents? 2 Do you represent any firm, organ ization or person who is in litigation with the City of Fresno?
3 Do you cu rrently represent or perform work for any clien ts who do busi ness with the City of Fresno?
4 Are you or an y of yo ur principals, mana ger s or professionals, owners or in vestor s in a busi ness which does bu si ness with the City of Fr esno, or in a busi ness which is in litigation with the Ci ty of Fresno? 5 Are you or any of your principals, manager s or professionals, related by blo od or ma rri age to any City of Fresno emplo yee who has any signi ficant role in the subject matter of this service?
6 Do you or any of your subc ontractors have, or expec t to have, any in terest, dir ect or indir ect, in any other cont ract in conn ection with this Project? * If the answer to any qu estion is yes, pl ease explain in full below.
Explanation:
Item 3: Blair , Chur ch & Flynn Consulting Engine ers has a number of client s that could potentially do business with the City of Fresno in cluding: the City of Clovis, the County of Fresno, Fresno Irrigation Dis trict, Fresno
Metropolitan Flood Control District, Clovis USO, Fresno USO and Central USO.
Sig natu re
November 22, 201 9
Date
Karl E. Kieno w
(nam e)
YES*
D
D
[X]
D
D
D
NO
[Z]
[ZJ
D
[X]
IR]
IR]
Blair , Chur ch & Flynn Consu lti ng Engi neers
(compa ny)
451 Clo vis Ave, Su ite 200
(addr ess)
Clovis, CA 93612
(city state zip)