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AGREEMENT
CITY
OF FRESNO, CALIFORNIA CONSULTANT
SERVICES GREATER
THAN $ 500, 000 THIS
AGREEMENTis madeand enteredinto effectiveon November17 2022. by andbetweenthe CITYOF FRESNO, a Californiamunicipalcorporation (the City), and PCubed Associates, Inc. ( the Consultant). RECITALS
WHEREAS,
the Citydesiresto obtainprofessionalengineering services for thedesign of plansand generalconstructioncontract documentsfor replacementof HVACsystems, controls, roofing, building enclosureimprovementsand facilityimprovementsto support hydrogen buses ( the Project); and WHEREAS,
the Consultantis engagedin thebusinessof furnishingtechnical services as a consultingengineers and herebyrepresentsthat it desiresto andis professionally and legallycapableof performingthe servicescalled for by thisAgreement; and
WHEREAS,
this Agreementsets forth the termsand conditionsunder which the Consultant shall provideprofessionalservices, to bepaidwith FresnoArea Express/ Transportation Department funds and reimbursedwith pledgedFederal TransportationAdministration ( FTA) fundsas theyare madeavailable; and WHEREAS,
the Consultantacknowledgesthat this Agreementis subjectto therequirements of FresnoMunicipalCode Section4- 107and AdministrativeOrder No. 6- 19; and WHEREAS,
this Agreementwill be administeredfor theCityby theFresnoArea Express/ TransportationDepartment Director ( the Director) or designee. AGREEMENT NOW,
THEREFORE, in considerationof theforegoingand of thecovenants, conditions, and promiseshereinaftercontained to be keptand performedby therespective parties, it ismutuallyagreed as follows: 1.
Scope of Services. The Consultantshall performthe servicesdescribedherein and in ExhibitA to completethe Projectmore fully describedin ExhibitA, andthis shallincludeall workincidentalto, or necessaryto perform, such serviceseven though not specificallydescribed in ExhibitA. The servicesof the Consultantshall consist of fivepartsas describedbelow. A separateNotice to Proceedwill be issuedfor each of theaforementionedparts. By entryinto this Agreementand uponthe City's issuance of a written "Notice to Proceed," the Citycontractsfor theservicesin PartOne. The Consultantshall not performany otherPart of theAgreement, and this Agreementshall not be a contractfor anyotherPart, until furtherperformanceis authorizedby theCity' s issuanceof a written "Notice to Proceed." It shall, however, remain the Consultant's offer to performall remainingparts describedherein. In theeventthe Consultantperforms services without the City's priorwrittenauthorization, the Consultantwill notbe entitledto compensation for suchservices. 1-
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LIVI: UJRJ. II CIIVCIUPI-, IU. JVDOVJ I.7- VUUI--+ L/ OD- 0/ 1HJ- co. 7Vurl, cr U' 4r a) Part One. Schematic Design Phase.
1) The Consultant shall review the description of the Project set forth in Exhibit A and consult with designated representatives of the City to ascertain the requirements of the Project.
2) The Consultant shall complete all design elements necessary to achieve full construction documents in accordance with the detailed minimum requirements set forth in Exhibit A. The full construction documents shall include sufficient detail for the design of the Project, to incorporate all project specific bid items and technical specifications into the construction bid template, and as necessary to obtain the acceptance of the City. The Consultant shall provide the City with an electronicfile of the constructiondocumentsin the followingformat:
pdf.
3) The Consultant shall conduct studies and investigations as necessary to confirm requirements of design including, but not limited to, ( i) consulting with the various utility agencies, and (ii) obtaining all information and data from the respective responsible the City department/ division that is available in the City's records and is required by the Consultant in connection with the consulting services including, but not limited to, maps, surveys, reports, information, restrictions and easements. The Consultant shall notify the City if a topographic survey is required.
4) The Consultant shall provide a preliminary evaluation of the Project taking into consideration the City's estimate of the cost of construction Construction Budget) of $ 8,000,000, including alternative approaches to design and construction of the Project.
5) Based upon the mutually agreed upon Project requirements and any adjustments authorized by the City in the Construction Budget, the Consultant shall design and prepare schematic design drawings and other documents for review, modification, if required, and acceptance by the City staff sufficient to show the concept and scope of the proposed Project and the scale and relationship of Project components.
6) The Consultant shall submit a preliminary estimate of construction cost for review and acceptance by the City. As used herein, construction cost" means the cost of construction under the general construction contract and does not include the 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 basisandanyequipmentorfixtureswhichmaybeincorporatedinor excludedfrom the general construction contract as may be necessary to stay within the Construction Budget.
7) The Consultant shall make as many submittals as may be necessaryor desirableto obtainthe acceptanceby the City and shall assistthe City in applyingfor and obtainingfrom applicablepublicagenciesany approval 2-
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permit, orwaiverrequiredbylaw, whichassistanceshallinclude, butnot be limited to, making Project information available to the City.
8) CONSULTANT may not rely upon any as-builts provided by the City, but shall investigate the existing conditions and ascertain the adequacy of such as- builts for the Consultant' s design. CONSULTANT shall bring to the City's attention any discrepancies in the as-builts that are discovered by CONSULTANT. The 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 40 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 necessaryto obtainthe acceptanceby the City, shall be submitted to the City within 10-20 calendar days from receipt of the City's comments unless an extension of time is approved in writing by the Director. b) Part Two. Design Development Phase. After review and acceptance of the schematic design phase and issuance of a written Notice to Proceed with this Part Two:
1) Based upon the accepted schematic design documents and the Construction Budget, including authorized revisions thereto, the Consultant shall prepare for review and acceptanceby the 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, the 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 the City.
2) The Consultant shall submit a revised estimate of construction cost for review and acceptance by the City. The revised estimate shall include, butshallseparatelystate, thecostof anyaddor deductalternates, anyworkwhich maybe let on a segregatedbid basis, and anyfurnishings, equipmentor fixtures whichmay be incorporatedin or excludedfrom the generalconstructioncontract as maybe necessaryto staywithinthe ConstructionBudget, includingauthorized revisions thereto.
3) In the event that the revised estimate of construction cost exceeds the preliminary estimate of construction cost previously accepted, excludingtherefromanyaddalternate, anyworkwhichmaybe leton a segregated bid basis and any furnishing, equipmentor fixtureswhich was identifiedin Part One as that which may be excludedfrom the generalconstructioncontract, the Cityshallhavethe optionof acceptingor rejectingtherevisedestimateandthe Consultant shall, at no additional cost to the City, make such design changes as maybenecessaryto reducethe revisedestimatesothatit shallnotexceedthe preliminaryestimateof constructioncostpreviouslyacceptedbythe City. TheCity shall not increase the scope of the Project except by modification of this Agreement which shall include an agreed upon increase in the Consultant' s compensation. 3-
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L/ UUU,.) l II I - I IV WUPt! ILJ. JUDJUJ IJ- UUU I- 4 LlOD- OMMU- LDZ2UJrI, 4I 04r 4) The Consultant shall make as many submittals as may be necessary or desirable to obtain the acceptance by the City and shall assist the City in applyingfor and obtainingfrom applicablepublicagenciesany approval, permit, or waiverrequiredbylaw, whichassistanceshallinclude, butnot be limited to, making Project information available to the City.
5) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within 10 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 the City, shall be submitted to the City within 10 calendar days from receipt of the 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:
1) The Consultant shall prepare from the accepted design development documents, detailed plans and specifications setting forth the complete work to be done, and the materials, workmanship, finishes and equipment, fixtures, and site work required. The 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 the City. The Consultant shall cooperate with, assist and be responsive to the City's Purchasing Manager in preparation of all documents including, without limitation, slip -sheeting final documents for printing when requested. The City' s Standard Specifications must be used by the Consultant where possible. Final drawings shall be drawn, printed or reproduced by a process providing a permanent record in black on vellum, tracing cloth, polyester base film, or high quality bond copy. Bid, general conditions, contract and bond document forms or formats regularly used by the Cityshall be usedbythe Consultantunlessthe Directordeterminestheywouldbe impractical for this Project. The Consultant shall be responsible for assuring that the special conditions, technical specifications and any other documents prepared by the Consultantare consistentwith any documentsregularlyused by the City that are used for this Project.
2) Upon request of the City, the Consultant shall provide the calculations used to determine the general construction contract quantities; and structural calculations for the purpose of obtaining any building permits. 3) The Consultant shall make as many submittals as may be necessaryor desirableto obtainthe acceptanceby the City and shall assistthe City in applyingfor and obtainingfrom applicablepublicagenciesany approval, permit, report, statement, orwaiverrequiredbylaw, whichassistanceshallinclude, but not be limited to, making Project information available to the City. 4-
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L/ UUUJIL` f. II CI IVCIUYtV ILI. JVDUUU IJ- UVLJ/- 4L/ OO- Ot1MU- LDyUUrl. Gl VNr 4) The Consultant shall provide the City with one ( 1) sets of completedplansand one (1) setsof completedspecificationsfor reviewandfinal acceptance by the City. Should the plans and specifications as submitted by the Consultant not be accepted by the City, the Consultant shall revise the plans and specifications as needed to obtain final acceptance at no additional cost to the City.
5) After acceptance of final corrections, if any, the Consultant shall provide the City with one set of accepted reproducibletracings and bid documents for the Project. In addition, the Consultant shall provide the City with one complete set of CAD/ System disk files of drawings and complete disk files of specifications in the following format:. pdf.
6) The Consultant shall submit a final estimate of construction cost for review and acceptance by the City. Such estimate shall be calculated as of thedateall generalconstructioncontractdocumentsaredeliveredto the Cityin final form ready for reproduction and advertising. Such estimate shall include, but shall separatelystate, the costof any add or deductalternates, any work which may be let on a segregatedbasis, and any equipment, or fixtureswhich may be incorporated in or excluded from the general construction contract. 7) In the event that the final estimate of construction cost exceeds the revised estimate of construction cost previously accepted, excluding therefromany add alternate, anyworkwhichmaybe leton a segregatedbidbasis andanyfurnishings, equipmentor fixtureswhichwas identifiedin the final revised estimate in Part 2 as that which may be excluded from the general construction contract, the City shall havethe optionof acceptingor rejectingthefinal estimate.
If the City electsto rejectthe final estimate, the Consultantshall at no additional cost to the 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 the City.
8) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within 15 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 necessaryto obtainthe acceptanceby the City, shall be submitted to the City within 15 calendar days from receipt of the 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, the City's decision to proceed shall constitute a written Notice to Proceed with this Part Four:
1) The Consultant shall assist the City in obtaining bids. The Consultant shall not communicate with potential bidders regarding this Project withoutthe expresspriorwrittenauthorizationof the City's PurchasingManager. 5-
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LIUUU01 II CI IVCIUpt: ILI. OUDUUU 1, J- UVU/- 4UOD- OMMU- 4D. UJrlJGf U4r 2) The Consultant shall, within seven calendar days of any request by the City, expeditiously draft and promptly provide addendum as determined by the 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 previouslyacceptedby the City, excludingtherefromany add alternate, any workwhich may be let on a segregatedbid basisand anyfurnishings, equipment or fixtures which are excluded from the general construction contract, the Consultant shall, within 14 calendar days of any request by the City, revise the plansand specificationsas may be necessaryto stay within 10% of such final estimate of construction cost, at no additional cost to the City provided such bid is received within 180 calendar days after completion of services in Section 1(c) of this Agreement. The Consultant shall also submit such revised plans and specifications, together with a new final estimate of construction cost, to the City for review and acceptance. This procedure, using the latest accepted final estimate of construction cost, shall, upon written notice to the Consultant from the Director, be repeated until an acceptable bid is received that does not exceed the accepted final estimate of construction cost by more than 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 the City's designated Construction Manager for the Project:
1) The Consultant shall attend the pre -construction conference and, if called upon by the City, act on the City's behalf in discussingthe various aspects of the construction phase.
2) The Consultant shall review and recommend in writing to the City acceptance or non -acceptance of shop drawings, equipment and material submittals of the generalconstructioncontractoras requiredby the generalconstructioncontractand applicable laws and regulations in a timely manner. The period for the Consultant review shall be as specifiedin the generalconstructioncontract, exceptif suchperiodis not so specified, the period shall be as determined in the pre -construction conference as mutually agreed upon by the City, The Consultant and the general construction contractor.
3) The Consultant shall, at intervals appropriate to the state of construction, familiarizeitselfwith the progressandqualityof the workand determinein generalif the workisproceedinginaccordancewiththegeneralconstructioncontractdocuments, and keep the City informed of the progress of the work. In the event that the Consultant' s visit to the siteresultsin the discoveryof anydefector deficienciesin thework of the general construction contractor, the Consultant shall immediately advise the City and document, in writing, the work the Consultant deems substandard, and make recommendations where appropriate to reject any work not conforming to the intended design or specifications. Based on the Consultant' s best knowledge, information and belief, the M
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LlUUUJ ILJ. II CI IVCIUFIC ILJ. JUoJUJ 1.'7-UVLJ I-'+ LJOD- OMMJ- GovUJrI+ LI UVr Consultantshallprovidethe Citya generalwrittenassurancethatthework coveredby a paymentapplicationmeets the standardsin the general constructioncontract. As to technicalaspects, the Consultantshall providea writtenjudgmentof the acceptabilityof the work for paymentapplicationsand final acceptance, subjectto the City's right to overrule the Consultant.
4) Upon written request by the City, the 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 the City, the Consultant shall render written recommendations on change orders, claims, disputes or other questions arising out of the general construction contract, in a timely manner. Recommendations by the Consultant in favor of a change order that is consequently accepted by the City shall constituteapprovalby the Consultantwhoshallthen approvethechangeorderin writing.
The Consultant shall not unreasonably withhold written approval in the event the City accepts a change order that the Consultant recommended to be rejected. In the event of anytechnicaldisputes, the Consultantshallprovidethe CitywiththeConsultant's written interpretation of the contract documents. The period for the Consultant review shall be as specifiedinthegeneralconstructioncontract, exceptif suchperiodis notso specified, theperiodshallbeasdeterminedinthepre -constructionconferenceas mutuallyagreed upon by the City, the Consultant and the general construction contractor. If the City, the Consultant and the respective general construction contractor are unable to mutually agreeon suchperiodfor the Consultantreview, thenthe Citywillmakethe determination and that determination will be final.
6) Upon written request by the City, the Consultant shall provide such design and specification services as may be requested by the City to implement change orders necessaryforclarificationor interpretationofthegeneralconstructioncontractdocuments or which mayhaveresultedfrom errorsor omissionsbythe 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 the Consultant' s compensation. 8) Upon written request of the City, the Consultant shall assist the City in the preparation of Progress Payment Estimates and other related construction reports. 9) The Consultant shall provide the City with two sets of original as -grade planswet -stampedandsignedbytheConsultant's Engineerof Recordfor the Project submittedfor final approval by the City's Buildingand Safety ServicesDivisionof the Development and Resource Management Department
10) The Consultantshall prepareRecordDrawingsby updatingthe accepted generalconstructiondocumentsinPart3toreflectallchangesordeviationsthatoccurred during constructionas reflected on or from each of the following: (i) the general construction contractor provided red -lined plans, ( ii) those furnished by the City, ( iii) the ConsultantprovidedRequestfor Informationresponses, and (iv) any the Consultant bulletins, amendments or clarifications. The Consultant shall provide the City with one set of vellum Record Drawings for the Project within 10 calendar days from receipt of red- 7-
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vuuuoiyii r- iivGiuNc [ u. ovo v i- vvr- wvoo- or r- coyuur crvwr lined field markups unless an extension of time is approved in writing by the Director. Re - submittals, as necessary to obtain the acceptance by the City, shall be submitted to the CitywithinTBDcalendardaysfrom receiptof the Citycommentsunlessan extensionof time is approved in writing by the Director. In addition, the Consultant shall provide the Citywith onecompleteset of CAD/Systemdiskfiles of RecordDrawingsin the following format:. dwg.
2. The City' s responsibilities. The City will:
a) Select the testing laboratory and pay the cost of borings, samplings, and other work involved in soils testing during construction. b) Conduct onsite inspection during construction to check quality and quantityof workas conditionswarrantand be responsiblefor assuringthat the general construction contractor carries out all construction work in accordance with the plans and specifications. However, this does not release the 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 the City.
c) Prepare all change orders during construction in cooperation with the Consultant.
d) Prepare all Progress Payment Estimates in cooperation with the Consultant following its general assurance that the work covered by a payment application meets the standards in the general construction contract documents based upon the Consultant' s best knowledge, information and belief. e) Pay, or cause to be paid, plan check fees, conditional use permit fees and site plan review fees.
f) Arrange for and pay, or cause to be paid, any fees associated with Environmental Impact Reports or Statements.
g) Give reasonably prompt consideration to all matters submitted by the Consultant for acceptance to the end that there will be no substantial delays in the Consultant' s program of work. For an acceptance, approval, authorization, a request or any directionto the Consultantto be binding upon the City under the terms of this Agreement, such acceptance, approval, authorization, request or direction must be in writing, dulyauthorizedby the City andsignedon behalfof the Citybythe Director.
3. Compensation and Cost Reimbursement.
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 $ 533, 600. 00. Such fee includes all allowable expenses to be incurred by the Consultantin performanceof this agreementon a cost reimbursablebasis, exceptfor those allowable costs eligible for reimbursement as set forth in subdivisions ( e), ( f) and g) of this Section 3.
b) The Consultant shall render detailed invoices monthly, to be reimbursed in the normal course of City business once approved. Such invoices shall detail all allowable costs incurred and shall be for an amount no greater than that 8-
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attributable to the Part upon which the Consultant is then engaged, as provided in Section 3( c) below.
c) For purposes of determining the division of the total compensation to the Consultant as provided in Section 3(a) above, or should performance of any succeedingPartnot beauthorizedbytheCityas providedin Section1 ofthisAgreement, it is agreed that the total compensation shall be allocated to the five parts of the Consultant's performance as follows: Part One — 7%, Part Two — 11 % Part Three — 49%, Part Four — 10% and Part Five — 23%. Prior to the award of a general construction contract for the Project, or should such contract not be awarded, the approved Parts as providedaboveshallbe utilizedfor purposesof determiningthefeedueto theConsultant. d) The partiesmaymodifythis Agreementto increaseor decreasethe 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 entitledto anyadditionalcompensationif servicesare performedpriorto a signedwritten 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).
e) The Consultant' s indirect rates ( costs eligible for reimbursement) are only allowable to the extent that they comply with the cost principles of the Federal Acquisition Regulations as set forth in 48 CFR Part 31. 2, and are subject to audit. City will accept the indirect cost rates established by a cognizant Federal or State government agency in accordance with the FAR for one-year applicable accounting periods, if those rates are not currently under dispute.
f) Until final annual indirect cost rates are established for any period, City shall reimburse the Consultant at billing rates establishedin the Consultant's proposalandauditedbythe Consultant's CPAFirm, subjectto adjustmentwhenthe final ratesareestablished. Finalratesmaybeestablishedbyanauditperformedbythefederal governmentor othergovernmentalagency, or if necessary, by an auditperformedbythe City or its Agent. These billing rates:
Shall be the anticipated final rates; and
May be prospectively or retroactively revised by mutual agreement, at either party' s request, to prevent substantial overpayment or underpayment.
g) At any time or times beforefinal payment, the City may have the Consultant's invoices or vouchers and statements of cost audited. Any payment may be reducedby amountsfound by City not to constituteallowablecostsand/or adjustedfor prior overpayments or underpayments. Upon the Consultant' s compliance with all terms of thisAgreement, Cityshall promptlypayanybalanceof allowablecostsandthat partof the fee (if any) not previously paid.
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4. Termination Remedies Force Ma' eure and Consolidation of Disputes. 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 bankruptcylaws, or any bankruptcypetitionor petitionfor receivercommencedby a third party against the Consultant; ( ii) 7 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 all work hereunder; ( ii) immediately cause any and all of its subcontractors to cease work; and ( iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant shall not be paidfor 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 pursuantto thisAgreementconstituteawaiverbythe CityofanybreachofthisAgreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. d) Upon any breach of this Agreement by the Consultant, the City may i) exercise any right, remedy ( in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. e) The Consultant shall provide the City with adequate written assurances of future performance, upon the request of the Director or designee, in the event the Consultant fails to comply with any terms or conditions of this Agreement. f) The Consultant shall be liable for default unless nonperformance is causedbyanoccurrencebeyondthe reasonablecontrolof the Consultantandwithoutits 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 the Director or designee in writing as soon as it is reasonably possible after the commencement of any excusabledelay, setting forth the full particularsin connectiontherewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Director or designee of the cessation of such occurrence. 10-
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UUUU, D1y1I CIIVCIUYU IL/. JUD' JUJU- UVU/--+ LJOD- O/ 1NJ-/- DyUJr VL/ U'+ r g) The Consultant agrees that, notwithstanding any contrary provision in this Agreement, any dispute arising from or relating to this Agreement ( including, without limitation, disputes based on contract, tort, equity or statute) may, at the City's option, be joined and consolidatedwith any other dispute or disputesarising from or relatingto the Projectso that all disputesarisingfrom or relatingto the Projectmay be resolved in a single proceeding. The Consultant hereby specifically waives any objection it may otherwisehave to such joinder and consolidationand specificallyconsentsto mediation, arbitration or any other dispute resolution mechanism, forum or proceeding necessaryto effectuatethejoinderandconsolidationcontemplatedbythis provision.
5. Confidential Information. Ownership of Documents and Copyright License. a) Any reports, information, or otherdatapreparedorassembledbythe Consultantpursuantto this Agreementshall not be made availableto any individualor organizationby the Consultantwithoutthe priorwrittenapprovalof the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information" for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary in the City. b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings, artwork and other documentspreparedor providedby the Consultantpursuantto this Agreement (Work), and all data and copyrights related to such Work, shall be governed by the following provisionforthebenefitofthe FederalTransitAdministration (FTA):
United States Code Title 49: Transportation
Part 18- UNIFORM ADMINISTRATIVE REQUIREMENTS FOR
GRANTS AND COOPERATIVE AGREEMENTS TO STATE AND
LOCAL GOVERNMENTS
Subpart C- Post- Award Requirements
18. 34
The Federal awarding agency reserves a royalty -free, nonexclusive, and irrevocablelicense to reproduce, publishor otherwise use, and to authorize others to use, for Federal Government purposes:
a) The copyright in any work developed under a grant, subgrant, or contract under a grant or subgrant; and
b) Any rights of copyright to which a grantee, subgrantee or a contractor purchases ownership with grant support.
c) The Consultant shall not reproduce (such as photographsand prints), duplicate, distribute reproductions, or incorporateinto any trademark or service mark, the Workwithoutthe priorwrittenconsentof theCity. Any rightsof the Consultantin the Work 11-
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r terminate
upon the deathof suchthe Consultantand do notextendto suchthe Consultant's heirs, successorsor assigns. d)
Title to theWorkshall passto theCityuponfinal acceptanceof theartwork by theCity. The City reservesthe rightto donate, transferor sellthe Workor anyportion thereof. City shallhavethe exclusiveright to publiclydisplaythe Workand shallhave a licenseto reproduce (such as photographsand prints) or createthree-dimensionalreproductions of theWorkfor anynoncommercialpurpose ( including, but not limitedto, books, slides, postcards, film, Internetsites, reproductionsfor advertising, and othermedia). Such reproductionsshall containa creditto theConsultantand a copyrightnotice. Reproductions for commercialpurposes are onlyto bemadewith the mutualwrittenconsentof theConsultantand the City. All referencesand reproductionsor adaptationsof theWorkwill creditthe Workto theConsultantunless the Consultantrequests to thecontrary. The City reservesthe rightto modify, removeand/ or relocatethe Workat anytime, and afterconsultation with the Consultant, shall havethe rightto determinewhen and if modifications, repairs and/ or restorationsare needed. If Citymakesmodifications, repairs or restorationnot approvedby theConsultant, the Consultantshall havethe rightto severits associationwith the Work. The Consultantagrees to givethe Citywrittennotice prior to assertingany claim pertainingto theWork, and the Cityshallhavenot lessthan90 daysfromthe dateof receipt of claimto cureany suchclaim. The City may incorporatethe Workinto any trademark or servicemark to beutilizedby Cityto registerthe samein accordancewith Federal, state or locallaw. e)
If theConsultantshould subcontractall or anyportionof theservicesto beperformedunder this Agreement, the Consultantshall causeeach subcontractorto also complywith the requirementsof thisSection5. ThisSection5 shallsurviveexpiration or terminationof thisAgreement. 6.
ProfessionalSkill. It is furthermutuallyunderstoodand agreedby andbetween the partieshereto that inasmuchas theConsultantrepresentsto theCitythat the Consultantand its subcontractors, if any, are skilledin theprofessionand shallperform in accordancewith the standardsof saidprofessionnecessaryto performthe services agreed to bedoneby it underthis Agreement, the Cityreliesupon the skillof theConsultant and any subcontractorsto doandperformsuch servicesin a skillfulmannerand the Consultantagrees to thusperformthe servicesand requirethe sameof anysubcontractors.
Therefore, any acceptanceof suchservicesby theCityshallnot operateas a releaseof theConsultantor anysubcontractorsfrom said professionalstandards. 7.
Indemnification. To thefurthestextent allowedby law, the Consultantshall indemnify, hold harmlessand defendthe Cityandeachof itsofficers, officials, employees, agents and volunteersfrom any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strictliability, including but not limitedto personal injury, death at anytimeand propertydamage), and from any and all claims, demands and actionsin lawor equity (includingreasonableattorney' s feesand litigationexpenses) that ariseout of, pertainto, or relateto thenegligence, recklessnessor willfulmisconduct of theConsultant, its principals, officers, employees, agents or volunteersin the performanceof thisAgreement. 12-
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If the Consultant should subcontract all or any portion of the services to be performed underthis Agreement, the Consultantshall require each subcontractorto indemnify, hold harmless and defend the Cityand each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either i) admittedby the CaliforniaInsuranceCommissionerto do businessin the Stateof California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorizedin writing by the City's RiskManageror designeeat any time and in his or 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 the City, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultantsfail to maintainany required insurance in full force and effect, all services and work under this Agreement shall be discontinuedimmediately, and all paymentsdue or that becomedue to the Consultant shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuantto thissectionshallin anyway relievethe Consultantof its responsibilitiesunder this Agreement. The phrase " fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or hashadproceedingscommencedagainstit, indicatingthattheinsureris insolvent.
c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policiesshallin noway relievefromliabilitynor limitthe liabilityof the Consultant, its principals, officers, agents, employees, personsunderthe supervisionof the Consultant, vendors, suppliers, invitees, consultants, sub - consultants, subcontractors, or anyone employed directly or indirectly by any of them.
d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor/sub-consultantto provideinsuranceprotection, as an additionalinsured, to the Cityandeachofitsofficers, officials, employees, agentsandvolunteersinaccordance 13-
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UUUUJIIJII CIIVCIUPt! IL/. JUOJUJ I y- VL/ U!- 4L/ 0D- 0MM:- 4DZ1UJrIJL/ V'+ r with the terms of this section, except that any required certificates and applicable endorsements shall be on file with the Consultant and the City prior to the commencement of any services by the subcontractor. The Consultant and any subcontractor/ sub- consultant shall establish additional insured status for the City, its officers, officials, employees, agents and volunteers by using Insurance Service Office ( ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript companyendorsementprovidingadditionalinsuredstatusas broadas that containedin ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non - Solicitation.
a) Prior to the City's execution of this Agreement, the Consultant shall completea Cityof Fresnoconflictof interestdisclosurestatementinthe formas set forth in Exhibit C. Duringthe term of this Agreement, the Consultant shall have the obligation anddutyto immediatelynotifythe Cityinwritingof anychangeto theinformationprovided by the Consultant in such statement.
b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and ( ii) federal, state and local conflict of interest laws and regulationsincluding, without limitation, CaliforniaGovernmentCodeSection1090 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 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 compliance 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 Consultant shall immediately notify the City of these facts in writing.
c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, 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 agreedto pay any compensation, contingentor otherwise, director indirect, to solicitor procure this Agreement or any rights/benefits hereunder. e) Neither the Consultant, nor any of the Consultant' s subcontractors performingany serviceson this Project, shallbidfor, assistanyonein the preparationof a bid for, or performany servicespursuantto, any othercontractin connectionwith this Project. , The Consultant and any of its subcontractors shall have no interest, direct or indirect, in anyothercontractwith a third partyinconnectionwiththis Projectunlesssuch interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing.
14-
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UUUU, Dl II CI IVCIUyt1 IU. OUDUVU IU- UL/ U/--- FIJOD- OMMU- GD. 7VUrl, z- i u,+ r f) If the Consultant should subcontract all or any portion of the work to be performedor servicesto be providedunderthis Agreement, the Consultantshall includethe provisionsof thisSection9 in eachsubcontractand requireitssubcontractors 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 herein to maintain or operate same, within the incorporatedlimitsoftheCityof Fresno, the Consultantat its solecostandexpenseshall:
i) Immediately establish and maintain a viable and ongoing recycling program, approvedby the City's SolidWasteManagementDivision, for each office and facility. Literature describing the City recycling programs is available from the City's Solid Waste Management Division and by calling Cityof FresnoRecyclingHotlineat (559) 621-1111.
ii) Immediatelycontact the City's Solid Waste ManagementDivision at 559) 621- 1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. iii) Cooperate with and demonstrate to the satisfaction of the City' s Solid Waste Management Division the establishment of the recycling program in paragraph (i) aboveandthe ongoingmaintenancethereof.
11. General Terms and Federal Requirements.
a) Except as otherwise provided by law, all notices expressly required of theCitywithinthebodyofthisAgreement, andnototherwisespecificallyprovidedfor, 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 generallyrecognizedaccountingbasisand shall be availableto the City or its authorized representatives upon request during regular business hours throughout the life of this Agreementandfor a periodof threeyearsafterfinal paymentor, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultantpertainingto the Projectshall be availablefor the purposeof makingaudits, 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 recordsshallbe retainedandmadeavailableto the Cityuntilsuchactionis resolved, or until the end of said time period whichever shall later occur. 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 paragraph. This Section 10( b) shall survive expiration or termination of this Agreement.
c) Prior to execution of this Agreement by the City, the Consultant shall haveprovidedevidenceto the Citythat the Consultantis licensedto performthe services called for by this Agreement ( or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performedunder this Agreement, the Consultant shall require each subcontractor to provide evidence to the 15-
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UUUUJIIY. II CIIVUIUPU ILJ. JUD" JUU IU- UVU I- 4UOD- OMMU- LDZ2UUr%- 41 U4r City that subcontractor is licensed to perform the services called for by this Agreement or that no license is required) before beginning work.
d) The Consultant's services pursuant to this Agreement shall be provided under the supervision of [Consultant's Supervisor Name], and he/ she shall not assign another to supervise the Consultant' s performance of this Agreement without the prior written approval of the Director.
e) The City will carry out applicable federal requirements in the administration of this Agreement. Notwithstanding Section 25 herein, the Consultant agrees to comply with all applicable federal requirements identified in Exhibit D and require that each subcontract include the same requirements by each of its subcontractors.
12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:
a) The Consultant will comply with all applicable laws and regulations providingthat no personshall, on the groundsof race, religiouscreed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physicaldisability, mentaldisability, medicalcondition, maritalstatus, sex, age, sexual orientation, ethnicity, gender identification, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, gender identification, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant' s employment practices including, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultantin pursuit hereof, state that all qualified applicantswill receive considerationfor employmentwithout regardto race, religious creed, color, national origin, ancestry, physical disability, mental disability, 16-
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condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteranof theVietnamera. d)
The Consultantwill sendto eachlabor union or representativeof workers with whichit hasa collectivebargaining agreement or othercontractor understanding, a noticeadvisingsuch labor unionor workers' representativesof theConsultant' s commitmentunder this sectionand shallpost copiesof thenoticein conspicuous places availableto employeesand applicantsfor employment. e) If theConsultantshould subcontractall or anyportionof theservicesto beperformedunder this Agreement, the Consultantshall causeeach subcontractorto also complywith the requirementsof thisSection12. 13.
IndependentContractor. a)
In thefurnishingof theservicesprovidedfor herein, the Consultantis actingsolely as an independentcontractor. Neither the Consultant, nor any of its officers, agents or employeesshall be deemedan officer, agent, employee, joint venturer, partner or associateof theCityfor anypurpose. The Cityshallhaveno rightto controlor supervise or directthe manneror methodby whichthe Consultantshall performits workand functions. However, the Cityshallretainthe rightto administerthis Agreementso as to verifythat the Consultantis performingits obligationsin accordancewith the termsand conditions thereof. b)
This Agreementdoes not evidencea partnershipor jointventurebetween the Consultantand the City. The Consultantshall have no authorityto bindthe City absentthe City's expresswritten consent. Except to theextentotherwiseprovided in thisAgreement, the Consultantshall bear its owncostsand expensesin pursuitthereof. c) Because of its statusas an independentcontractor, the Consultantand its officers, agents and employeesshall have absolutelyno rightto employmentrights and benefitsavailable to theCity employees. The Consultantshall be solelyliable and responsible for all payrolland tax withholdingand for providingto, or onbehalfof, its employees all employeebenefits including, without limitation, health, welfare and retirement benefits. In addition, together with its otherobligationsunder this Agreement, the Consultantshall be solelyresponsible, indemnify, defend and savethe Cityharmlessfrom all mattersrelating to employmentand tax withholdingfor andpaymentof theConsultant' s employees, including, without limitation, (i) compliancewith SocialSecurityand unemploymentinsurance withholding, payment of workers' compensationbenefits, and all otherlaws and regulationsgoverning matters of employeewithholding, taxes and payment; and ( ii) any claimof rightor interestin theCity employmentbenefits, entitlements, programs and/ or fundsofferedemployeesof CITYwhetherarising by reason of anycommonlaw, de facto, leased, or co -employeerights or othertheory. It is acknowledged that duringthe termof thisAgreement, the Consultantmay be providingservices to othersunrelatedto theCity or to thisAgreement. 14.
Notices. Any noticerequiredor intendedto begivento eitherparty underthe termsof thisAgreementshall be in writingand shallbe deemedto bedulygivenif delivered personally, transmittedby facsimilefollowedby telephoneconfirmationof receipt, or sentby UnitedStatesregisteredor certifiedmail, with postageprepaid, return 17- FAX-
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LIUL; U, DJyJI CIIVWUPIC ILJ. JUDJU: J IZ7- ULJLJ/-` F000- O/ 1/ 1J- GC. 7U: Jrl+ G/ U' ir 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 shallbe bindingupon, andshallinureto the benefitof, all parties, andeach 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 assignmentbythe Consultantof its rightsor obligationsunderthisAgreementwithoutthe priorwrittenapprovaloftheCityManagerordesignee. Anyattemptedassignmentbythe Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
b) The Consultanthereby agreesnot to assign the paymentof any monies due the Consultant from the City under the terms of this Agreement to any other individual( s), corporation( s) or entity( ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement, the Consultantshallat all timescomplywith all applicablelawsof the United States, including, but notlimitedto, theAmericansWithDisabilitiesAct (U.S.C. §§ 12101 et seq.), the State of California and the City, and with all applicable regulations promulgatedby federal, state, regional, or localadministrativeand regulatoryagencies, nowin forceandastheymaybe enacted, issued, or amendedduringthetermof this Agreement.
18. Waiver. Thewaiverby eitherpartyof a breachbytheotherof anyprovision 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 Agreementmaybewaivedunlessinwritingandsignedbyall partiestothisAgreement.
Waiverof anyoneprovisionhereinshallnot be deemedto be a waiverof 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, anyconflictoflawsrulewhichwouldapplythelawofanotherjurisdiction. Venue forpurposesof thefilingof anyactionregardingtheenforcementor interpretationofthis Agreementandany rightsanddutieshereundershallbe FresnoCounty, California.
20. Headings. The section headings in this Agreement are for convenience and referenceonlyandshallnotbeconstruedorheldinanywayto explain, modifyoraddto the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceabilityof anyoneprovisioninthisAgreementshallnotaffectthe other provisions.
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Interpretation. The partiesacknowledgethat this Agreementin itsfinalformis theresultof thecombinedefforts of thepartiesand that, shouldany provisionof thisAgreement be foundto beambiguousin anyway, suchambiguityshall not be resolvedby construingthis Agreementin favorof oragainsteither party, but ratherby construingthe termsin accordancewith their generallyaccepted meaning. 23.
Attorney' s Fees. If eitherparty is requiredto commenceany proceedingor legal actionto enforceor interpretany term, covenantor conditionof thisAgreement, the prevailing party in suchproceedingor actionshall be entitledto recoverfrom the otherparty its reasonableattorney' s feesand legalexpenses. 24.
Exhibits. Each exhibitand attachmentreferenced in thisAgreementis, by the reference, incorporatedinto and madea partof thisAgreement. 25.
Precedenceof Documents. In theeventof anyconflictbetweenthe bodyof thisAgreementand any exhibitor attachmenthereto, the termsand conditionsof thebody of thisAgreementshall controland takeprecedenceover the termsand conditionsexpressed within the exhibitor attachment. Furthermore, any termsor conditionscontained within any exhibitor attachmenthereto which purportto modifythe allocationof riskbetweenthe partiesprovidedfor withinthe bodyof thisAgreement, shall be nulland void. 26.
CumulativeRemedies. No remedyor electionhereundershall be deemedexclusive but shall, whereverpossible, be cumulativewith all otherremediesat lawor in equity.
27. No ThirdParty Beneficiaries. The rights, interests, duties and obligationsdefined within this Agreementare intendedfor thespecificparties hereto as identifiedin the preambleof thisAgreement. Notwithstandinganything stated to thecontraryin thisAgreement, it isnotintendedthat any rightsor interestsin thisAgreementbenefit or flowto theinterestof anythirdparties. 28.
Extent of Agreement. Each party acknowledgesthat theyhaveread and fully understandthe contentsof thisAgreementand any Requestsfor Qualificationsand/ or Requestsfor Proposals, together with any documentsissued therewith collectively, RFQ/ P) bytheCitythatresultedin selectionof theConsultantfor entryinto this Agreement. This Agreementincorporatesby referencesuch RFQ/P, whichtogetherrepresent the entireand integratedagreementbetween the partieswith respectto thesubject matter hereof and supersedeall prior negotiations, representations or agreements, either written or oral. This Agreementmay be modifiedonly by writteninstrument duly authorizedand executedby boththe Cityandthe Consultant. SIGNATURES FOLLOW ON NEXTPAGE.] 19-
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LIUL; u, DJ JI CIIVCIUptC IL/. OUDUUU I.- ULJUI-+ L/ 0O- 0tAMZ)- LD. 7UUr1J4/ U4r IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, effective the day and year first above written.
CITY OF FRESNO,
A California municipal corporation
DocuSigned by:
f
Qt&ov lg4w 12/ 1/ 2022
GregoryN. Barfield
Interim Director
Fresno Area Express/ Transportation
Department
APPROVED AS TO FORM:
CITY ATTORNEY' S OFFICE
City Attorney
By: 10/ 20/ 22
Pauline Brickey Date
Deputy City Attorney
ATTEST:
TODD STERMER
City Q6EilS" ' by: By:
fi ( our12/5/ 2022 DeputyR
VIWD
BY: Ficu IQned
y
r'. is
12/1/ 2022 i RouNruvn
ristop her
Grey, ProjectAdministratorFresno
Area
Express/ TransportationDepartment Addresses:
CITY:
City
of
FresnoAttention: Shelle
O' Brien, CapitalDevelopment
Specialist 2223 G
Street Fresno, CA
93706 Phone: (559)
621- 1420 FAX: (559)
498- 4957 PCubedAssociates,
A California
CorporationBy: Name:
Pawan
R Gu Title: President/
Principal If corporation
orLLC., BoardChair, Pres. or Vine
Pres.) By: , Name:
Prabha
Gupta Title: Secretary
If corporation
orLLC., CFO, Treasurer, Secretaryor
Assistant Secretary) Any Applicable
ProfessionalLicense: Number: S6198
Name: Pawan
R Gupta Dateof
Issuance: 12/17/ 2014Validtill 09/ 30/2022CONSULTANT: PCubed Associates
Inc. Attention: Pawan
Gupta, President/Principal
221 E
LexingtonDr., #304 Glendale, CA
91206 Phone: (818)
920- 8001 FAX: 20-
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LIUUUJIy11 CIIVGIUFIC IL/. JU0: IVJ I- UVL//-'- FLlOP' DI' V4:- LD V: Jr ILL/ V4r 1\ 1CWLJUU0L IUI \..( UQ1111VCi4LV110 Vl I IUFUOC'
Proposal No. 10088R
Submit with Proposal)
Proposer' s Name Pcubed Associates Inc.
DISCLOSURE OF CONFLICT OF INTEREST
FRESNO AREA EXPRESS FACILITY HVAC AND BUILDING ENCLOSURE IMPROVEMENTS YES* NO
1 Are you currentlyin litigationwith the City of Fresnoor any of itsa ents?
2 Do you representany firm, organizationor personwho is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who dobusiness 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 El the City of Fresno, or in a businesswhich is in litigationwith 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 yoursubcontractorshave, or expectto have, any interest, direct or indirect, in any other contract in E connection with this Project?
If the answer to any question is yes, please explain in full below.
Explanation:
Additional page(s) attached.
4 Signatur
Pawan R Gupta
name)
Pcubed Associates Inc.
company)
221 E Lexington Drive, # 304
address)
Glendale, CA 91206
city state zip)
23