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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into effective , by and between the CITY OF FRESNO, a California
municipal corporation (City), and AECOM TECHNICAL SERVICES Inc., a California corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional engineering and design services for electric motor-driven pumps at Pump Stations 10A and 82-1 (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a engineering firm and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Munici pal Code Section 4-107 and Administrative Order No. 6- 19; and
WHEREAS, this Agreement will be administered for the City by its Director of Public Utilities (Director) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shal l perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or December 31, 2029, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the City’s issuance of a written “Notice to Proceed.” Work shall be undertaken and completed in a sequence assuring expeditious completion.
3. Compensation.
(a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed Seventy One Thousand Three Hundred Dollars ($71,300), paid on a time and materials basis in accordance with the schedule of fees contained in Exhibit A, and a contingency amount not to exceed Fourteen Thousand Two Hundred Sixty Dollars ($14,260) for any additional work render ed pursuant to Subsection (c) below and authorized in writing by the Director.
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(b) Detailed statements shall be rendered monthly and will be payable in the normal course of City business. The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) 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 the 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. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop al l work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of th is Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Cons ultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreemen t by the Consultant, the 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 determine d that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Director’s request, in the event the Consultant
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fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director of the cessation of such occurrence.
5. Confidential Information, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the pr ior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, inc luding but not limited to business plans, marketing plans, financial information, desig ns, drawings, specifications, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, comput er disk files, writings and other documents prepared or provided by the Consultant pursuan t to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant. The Consultant grants the City a copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any ot her person except as otherwise expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncomplet ed form, without specific written verification by the Consultant will be at the City’s sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use.
(c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5.
(d) This
Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that
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the Consultant and its subcontractors, if an y, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, Consultant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to perso nal 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, litigation expenses and cost to enforce this agreement) that arise out of, pertain to, or relate to the neg ligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement.
If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreem ent, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum li mits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payments due, or that become due, to the Consultant shall be withheld until insurance is in compliance with the requirem ents. Any failure to maintain the required insurance shall be sufficient cause for the Ci ty to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer
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has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Con sultant, including, without limitation, liability under the indemnity provisions of this Agreem ent. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchas e of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consul tants, subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) fede ral, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Ac t (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 the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full comp liance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Con sultant shall immediately notify the City of these facts in writing.
(c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualificat ions, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public cont racting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shal l cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.
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(d) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or ind irect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither the Consultant, nor any of the 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. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with 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 the Consultant should subcontract all or any portion of the work to be performed or services to be provided u nder this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(g) This
Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herei n to maintain or operate same, within the incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(a) Immediately establish and maint ain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling th e City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or
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its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of thre e years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of t he services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no li cense is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require eac h subcontractor to provide evidence to the City that subcontractor is licensed to perfor m the services called for by this Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ di scriminatory 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, physi cal disability, mental disability, medical condition, marital status, sex, age, sexual or ientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the ground s of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, stat us 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 progra m or activity made possible by or resulting from this Agreement.
(b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or ve teran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their ra ce, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
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and selection for training, inc luding apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Con sultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestr y, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) The Consultant will send to each labor union or representative of workers with which it has a collective bar gaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment unde r this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting solely as an independent contract or. Neither the Consultant, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consu ltant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, the Consultant and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by
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reason of any common law, de facto, leased, or co-employee rights or other theory . It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimi le followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providin g the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
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20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in th is 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 wa y, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachme nt 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 here to which purport to modify the allocation of risk between the parties, provided for within th e body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or e lection 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 th e specific parties hereto as identified in the preamble of this Agreement. Notwithstand ing 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, represent ations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
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[Signatures follow on the next page.]
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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:
Brock Buche, PE, PLS
Director of Public Utilities
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
No signature of City Attorney required.
Standard Document #DPU-S Eng.
CSA, Short Form T&M - Contingency
(10-2023) has been used without
modification, as certified by the
undersigned.
By:
Joseph De George, MS, MBA
Project Manager
Department of Public Utilities
REVIEWED BY:
Kevin Norgaard, PE, Assistant Director
Department of Public Utilities
Addresses:
CITY:
City of Fresno
Attention: Joseph De George,
Project Manager
1626 E Street
Fresno, CA 93706
Phone: (559) 621-1619
E-mail: [email protected]
AECOM Technical Services Inc.,
a California corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
AECOM Technical Services Inc.
Attention: Eric Garibay, PE
8050 N Palm Ave, Suite 355
Fresno, CA 93711
Phone: (559) 448-8222
E-mail [email protected]
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Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and AECOM Technical Services Inc. (Consultant)
Professional Engineering and Design
Services for Electric Motor-Driven Pumps at
Pump Stations 10A and 82-1
The following identifies AECOM’s Scope of Work including design and bid and construction engineering support services to assist the City of Fresno implement a power source conversion project of two wells located at Pump Stations 10A and 82-1. AECOM’s Scope of Work is focused on electrical design to convert the power source of these two wells from fuel powered engines to electric powered motors. AECOM will support the City as described below.
Task 1 - PROJECT MANAGEMENT AND ADMINISTRATION
a) Schedule and conduct a virtual Project Kick-off meeting which will include a review of project objectives, scope of work, approach, schedule, and development of coordination procedures.
b) Develop a list of information to be provided by the City that is needed to perform the work. This data needs request will be issued at the project kick- off meeting.
c) Coordinate up to three virtual m onthly progress meetings and provide agendas, schedule and budget updates, and meeting minutes. d) Coordinate with affected agencies, di stricts, and stakeholders limited to the City of Fresno Department of Public Utilities and Building and Safety and the Pacific Gas and Electric Company as detailed in the tasks identified below. e) Prepare detailed monthly billing that includes a summary of work performed during the billing period for each Consultant task.
f) Perform Project Management to complete the below described work and implement AECOM’s ISO 9000 Quality Control and Assurance Plan.
Deliverables : Meeting Agendas and Minutes
Task 2 - PRELIMINARY DESIGN
a) Conduct a combined single site visit of both sites to perform a reconnaissance survey to include field evaluations and technical assessments of existing power equipment to be removed and protected in place. AECOM does not anticipate the need for an engineering survey. AECOM proposes to develop drawings based on existing record drawings or latest available aerial imagery supplemented by information gathered during field visits. b) Review existing plans and coordinat e with City staff to discuss scope. c) Provide a Draft Basis of Design and Construction Cost Estimate. The Basis of Design Memorandum will outline the Basis of Design including a listing of existing equipment and what is to be demolished and or salvaged as well as
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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a determination of the new electrical se rvice load for each site. This is used to communicate design intent and work through issues prior to moving forward to detailed design.
d) Prepare Schematic (30%) Plans and a list of Technical Specifications to be included with the Basis of Design Report. Schematic Plans will include the following.
Electrical Site and Demolition Plan (PS 10A)
Single Line Diagram (PS 10A)
Electrical Site and Demolition Plan (PS 82-1)
Single Line Diagram (PS 82-1).
e) Conduct a virtual design review meeting with City staff to discuss City comments. Deliverables: One electronic copy of the Schematic (30%) Design Plans in ACAD and PDF, list of Specifications and Draft Basis of Design Report in MSWord and PDF, and the Construction Estimate in Excel and PDF.
Task 3 – FINAL DESIGN
a) Address City comments on the Schematic (30%) Plans, List of Technical Specifications, Draft Basis of Design Report, and Construction Estimate. b) Prepare and provide 90% Design and Technical Specification submittals.
This submittal shall include an updated Construction Estimate and the Final Basis of Design Report; 90% Design will include civil, structural, and electrical work related to the power source conversion. Plans to include the following.
Cover Sheet / Area Map General Notes / Sheet Index
Electrical Symbols and Abbreviations Electrical Site and Demolition Plan (PS 10A)
Single Line Diagram and Panel Schedule (PS 10A) Schematic Control Diagram (PS 10A)
Electrical Site and Demolition Plan (PS 82-1)
Single Line Diagram and Panel Schedule (PS 82-1). Schematic Control Diagram (PS 82-1)
Electrical Details Structural
Details.
c) Conduct a virtual design review meeting with City staff to discuss City comments. Deliverables : Five (5) hard copies and one (1) ACAD and PDF electronic copy of the 90% Plans and four (4) hard copies of the Specifications including one electronic copy in MSWord and PDF, along with an updated Engineer’s Estimate and any supportive Structural Calculations (as required).
City will route 90% Plans and Specifications internally for review and comment.
Task 4 - CONSTRUCTION DOCUMENT (100%)
a) Address City comments on the Fina l Design (90%) Plans and Specifications.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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b) Prepare and provide 100% Construction Documents, include Plans, Specifications, and an updated Engineer’s Estimate.
Deliverables: Electronic Copies - Plans ar e to be provided in AutoCAD and PDF, specifications in Microsoft Word and PDF, and the Engineer’s Estimate in Microsoft Excel and PDF. One (1) Hard copy - 100% Plans shall be provided on 24” x 36” sheets of vellum necessary for signature collection. All sheets shall be stamped by a licensed engineer.
Task 5 - PERMIT APPLICATION AND BIDDING SUPPORT
a) Assist with acquiring appropriate permits and electrical service as necessary.
AECOM will coordinate the procurem ent of a building permit if deemed necessary by the City.
AECOM will assist the City in preparing the
electrical service application to be submitted by the City to the electric service company (PG&E).
b) Provide professional engineering support during bidding, including attendance (not hosting) a pre bid meeting, response to an estimated two (2) contractor requests for information and preparation of one addendum.
Task 6 - CONSTRUCTION SUPPORT
a) Attend pre-bid/pre-construction meetings.
b) Provide assistance to the City staff during co nstruction by responding to contractor an estimated two (2) requests for information and clarifications during construction, reviewing an estimated five (5) submittals including schedule and reviewing one (1) change order.
c) Prepare and track punch list items upon substantial completion of the project.
AECOM will conduct a combined inspection of the work at both sites in a single visit, the same day. AECOM will provide punchlist to the City’s construction manager for revisions.
City’s construction manager to confirm punchlist items have been addressed prior to AECOM’s final site visit also assumed to be a combined visit for both sites in a single day. Prepare and submit Record Drawings to the City based on contractor field redlines.
Assumptions:
• AECOM does not anticipate major structural work that would necessitate a geotechnical investigation of the affected sites. If available, AECOM can use existing geotechnical reports of the sites or base structural designs of needed electrical equi pment pads based on conservative design parameters in line with current building codes applicable to the proposed construction.
• All existing site improvements not affected by the power source conversion to remain unchanged.
• Existing fuel powered engines will be removed and disposed offsite or salvaged as preferred by the City.
• Existing well pumps and discharge pipe to remain in place. • Existing wells to be retrofitted with new vertical top mounted electric powered motors.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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• Power source conversation for the wells to include new motor control center, main switchboard, VFD, and upgrades to the utility transformer.
SCADA upgrade design can be provided for additional fee. • The existing switchboard at PS 82-1 has a 400 ampere main breaker and appears to be sufficient for both the existing motorized well and the well to be converted to electric, however we will confirm this during preliminary design.
• City to provide existing as built information of the site. • AECOM will base design on existing records and field investigations and no survey or geotechnical are included in our Scope of Work. • Meetings throughout the design phase are assumed to be virtual. • Specifications will be based on AECOM CSI standard numbering system.
City to provide contracting documents in general and supplemental general provisions / conditions.
• Drawings will be prepared in AutoCAD using City furnished title blocks. • The City will be responsible for adve rtising the plans and specifications to secure a separate construction contract. City’s Construction Management Division will provide oversight during construction.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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SCHEDULE OF FEES
Fee Schedule, Effective October 1, 2023
Engineers, Planners, Architects, Scientists:
Intern
Technician Assistant
Engineer I Assistant
Engineer II Associate
Engineer I
Associate Engineer II
Senior Engineer I Senior
Engineer II Principal
Engineer
Specialty Principal Structural Engineer Specialty
Principal Civil Engineer Specialty Principal
Electrical Engineer Specialty Principal Process
Engineer
$ 70.00 per hour
$ 100.00 per hour
$ 110.00 per hour
$ 125.00 per hour
$ 140.00 per hour
$ 165.00 per hour
$ 185.00 per hour
$ 210.00 per hour
$ 255.00 per hour
$ 325.00 per hour
$ 300.00 per hour
$ 325.00 per hour
$ 335.00 per hour
Construction Administration Personnel:
Resident Project Representative Senior
Resident Project Representative Resident
Engineer
Construction Services Manager
$ 145.00 per hour
$ 190.00 per hour
$ 220.00 per hour
$ 250.00 per hour
Technical Support Staff:
Clerical/General Office Administrative
Specialist Drafter/CADD Technician
Assistant CADD Operator
Designer/CADD Operator
Senior Designer/Design CADD Operator
Design/CADD Supervisor
$ 90.00 per hour
$ 120.00 per hour
$ 100.00 per hour
$ 120.00 per hour
$ 140.00 per hour
$ 150.00 per hour
$ 190.00 per hour
Direct Project Expenses:
Other Reproduction (8 1/2 x11 / 11x17 Color)
Plan Sheet Printing - In House Bond/Vellum/Mylar
Subcontracted Services/Reproduction
Subcontracted or Subconsultant Services
Auto Mileage for Construction Phase Services
Travel & Subsistence (other than mileage)
Miscellaneous Materials
$ 1.15 / 1.50 per page
$ 3.00/4.00/7.00 per sheet
Cost + 15%
Cost + 10%
IRS rate per mile
Cost
Cost + 15%
Fee schedule is subject to change annually based on California Consumer Price Index.
Fee Schedule is subject to change annually, upon mutual agreement. Rates for additional
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit A
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classifications not identified above will be submitted to the client for approval prior to work on task order.
If authorized by the Client, an overtime premium multiplier of 1.5 may be applied to the billing rate of hourly personnel who work overtime to meet a deadline which cannot be met during normal business hours.
Invoices will be rendered monthly. Payment is due upon presentation. A late payment finance charge of 1.5% per month (but not exceeding the maximum rate allowable by law) will be applied to any unpaid balance commencing 30 days after the date of the original invoice.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit B
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City) and AECOM Technical Services Inc. (Consultant)
Professional Engineering and Design
Services for Electric Motor-Driven Pumps at
Pump Stations 10A and 82-1
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without li mitation, indemnity obligations under the Agreement) with limits of liability not le ss than those set forth under “Minimum Limits of Insurance.”
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provi de coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Professional Liability (Errors and Om issions) insurance ap propriate to the Consultant’s profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant su bcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum li mits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit B
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3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant shall also be responsible for payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. The Consulta nt shall establish additional insured status for the City and for all ongoing and completed operations by use of endorsements providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. The Consultant’s insurance co verage shall be primary insurance with respect to the City, its officers, official s, employees, agents, and volunteers. Any insurance or self-insurance maintained by th e City, its officers, officials, employees, agents, and volunteers shall be excess of th e Consultant’s insurance and shall not contribute with it. The Consultant shall establ ish primary and non-contributory status on the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides primary and non-c ontributory status as broad as that contained in ISO Form CG 20 01 04 13.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit B
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4. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers.
5. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also responsible for providing written notice to the City under the same terms and conditi ons. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the Consultant shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less th an fifteen (15) calendar days prior to the expiration date of the expiring policy.
6. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liabil ity of these polices will be twice the above stated limits.
7. The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Con sultant, including, without limitation, liability under the indemnity provisions of this Ag reement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub- consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreem ent work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a 5-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by the Consultant, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City for review.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit B
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5. These requirements shall survive expiration or termination of the Agreement.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to the City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of the City, the Consultant shall immediately furnish with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a s eparate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance do cuments for the subcontractor must be reviewed and preapproved by the City’s Risk Manager or designee. If no side agreement is required, the Consultant shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and the Consultant shall ensure that the City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with the Consultant, and the City, prior to commencement of any work by the subcontractor.
DPU-S Eng. CSA, Short Form T&M – Contingency (10-2023)
Exhibit C
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Professional Engineering and Design
Services for Electric Motor-Driven Pumps at
Pump Stations 10A and 82-1
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its agents?
2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a busin ess which is in litigation with the City of Fresno?
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(Name)
(Company)
□ Additional page(s) attached.
(Address)
(City, State Zip)
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