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AGREEMENT NO._________________
DESIGN CONSULTANT AGREEMENT
This DESIGN CONSULTANT AGREEMENT is made and entered into on ______________________ (“Effective Date”) , by and between the CITY OF BAKERSFIELD, a municipal corporation ( “CITY”), and PROVOST & PRITCHARD ENGINEERING GROUP, INC. dba PROVOST & PRITCHARD CONSULTING GROUP, a California Corporation (“DESIGN CONSULTANT”).
R E C I T A L S
WHEREAS, CITY provides domestic water services for the distribution of clean drinking water to residents and businesses within the City of Bakersfield’s Domestic Service Area; and
WHEREAS, CITY extracts, treats and distributes said clean drinking water through approximately 65 separate well stations; and
WHEREAS, nine of these well stations have had detection of PFAS contaminants, which will be addressed in two phases; and
WHEREAS, CITY is currently developing the PFAS Treatment Program – Phase 1 (the “Project”); and
WHEREAS, since CITY does not have expertise currently on staff to design and engineer the Project, CITY has issued a Request for Qualifications/Request for Proposal (“Request”) for those services; and
WHEREAS, after reviewing the Reques t, including the Technical Provisions dated September 26, 2025, and being satisfied that it understands the Project’s requirements, DESIGN CONSULTANT has submitted a response, including a scope of work and cost proposal; and
WHEREAS, DESIGN CONSULTANT represents that it is experienced in the fields of design and engineering required for the Project, and that all of its officers, partners, and/or principals are appropriately licensed professionals; and
WHEREAS, DESIGN CONSULTANT further represents that it has an adequate number of properly licensed and experienced employees to accomplish the Scope of Work and is competent to undertake such Scope of Work; and
WHEREAS, based on these representations and all other representations
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made by DESIGN CONSULTANT to CITY, CITY desires to retain DESIGN CONSULTANT to perform the Scope of Work.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and DESIGN CONSULTANT mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), DESIGN CONSULTANT must competently and thoroughly design and engineer the Project as more specifically described in the Request, attached as Exhibit A and incorporated herein by reference, and in DESIGN CONSULTANT's scope of work, attached hereto as Exhibit B and incorporated herein by reference (collectively, the project description in the Request and DESIGN CONSULTANT's scope of work are referred to as "Scope of Work" ). DESIGN CONSULTANT’s services shall include all the procedures necessary to properly complete the Scope of Work, whether specifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE. In exchange for performing the Scope of Work and subject to the terms of this section, CITY will pay DESIGN CONSULTANT as follows (“Compensation”):
CITY will pay DESIGN CONSULTANT on a monthly basis, based up on the percentage of the Scope of Work completed.
CITY will pay DESIGN CONSULTANT within 30 days following DESIGN CONSULTANT’s submission of an itemized invoice for the portions of the Scope of Work completed, provided that the invoice is approved by CITY.
The Compensation constitutes the total amount payable to DESIGN CONSULTANT for performing the Scope of Work and includes, without limitation, all out-of-pocket costs and taxes. No additional compensation will be provided, and under no circumstances will CITY pay DESIGN CONSULTANT more than SEVEN HUNDRED TWENTY-SIX THOUSAND THREE HUNDRED ONE DOLLARS ($726,301.00).
3. TERM. Unless terminated sooner as set forth herein, this Agreement shall terminate on December 31, 2028.
4. TERMINATION FOR CAUSE. If at any time CITY becomes dissatisfied with the DESIGN CONSULTANT ’s performance under this Agreement, CITY may terminate this Agreement after providing DESIGN CONSULTANT with ten (10) days written notice.
5. STARTING WORK. DESIGN CONSULTANT shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the Effective Date.
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6. TIME FOR COMPLETION. DESIGN CONSULTANT must complete all assigned tasks set forth in the Scope of Work no later than December 31, 2028.
7. CONTRACT ADMINISTRATOR.
CITY’s Contract Administrator is:
Henry Kouyoumdjian, P.E.
City of Bakersfield
Water Department
1000 Buena Vista Road
Bakersfield, California 93311
Telephone: (661) 326-3622
Email: [email protected]
DESIGN CONSULTANT’s Project Manager shall be designated as:
Jeane Hill, P.E.
Provost & Pritchard Consulting Group
1518 Mill Rock Way, Suite 100
Bakersfield, California 93311
Telephone: (661) 616-5900
Email: [email protected]
The Contract Administrator and the Project Manager shall be the primary contact persons for CITY and DESIGN CONSULTANT, respectively.
8. COMPLIANCE WITH ALL LAWS. DESIGN CONSULTANT shall, at DESIGN CONSULTANT’s sole cost, comply with all applicable requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, wit hout limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
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9. INDEPENDENT CONTRACTOR. This Agreement calls for DESIGN CONSULTANT’s performance of the Scope of Work as an independent contractor. DESIGN CONSULTANT is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with DESIGN CONSULTANT other than that of an independent contractor.
10. DIRECTION. DESIGN CONSULTANT retains the right to control or direct the manner in which the services described herein are performed.
11. EQUIPMENT. DESIGN CONSULTANT will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
12. KEY PERSONNEL. DESIGN CONSULTANT shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and experienced for the work to be performed under this Agreement. DESIGN CONSULTANT shall provide background for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key personnel are approved , DESIGN CONSULTANT shall not change such personnel without CITY’s written approval.
13. LICENSES. DESIGN CONSULTANT shall, at DESIGN CONSULTANT’s sole cost and expense, have at the time of bidding or proposal submission and shall keep in full force and effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for DESIGN CONSULTANT to practice its profession in the State of California and perform the Scope of Work . DESIGN CONSULTANT must also ensure that all employees or subcontractors assigned to perform any portion of the Scope of Work are properly licensed. If DESIGN CONSULTANT is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. DESIGN CONSULTANT must provide proof that the requirements of this section are met when requested by CITY.
14. CONFLICTS OF INTEREST. DESIGN CONSULTANT hereby represents that both corporately and individually the firm and its employees and subconsultants:
14.1 Do not have, and will not have, financial interest in either the success or failure of any project which is dependent upon DESIGN CONSULTANT’s performance of the Scope of Work; and
14.2 Are not currently, and will not be, employed by or under contract to
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any contractor who may be awarded the contract to construct the Project.
15. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the per formance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the t ime the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
16. ACCEPTANCE OF WORK. CITY’s acceptance of work or payment for work shall not constitute a waiver of any portion or any provision of this Agreement.
17. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement.
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18. INSURANCE.
18.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, DESIGN CONSULTANT must procure and maintain, for the duration of this Agreement , the types and limits of insurance below (“Basic Insurance Requirements”).
18.1.1 Professional liability insurance, providing coverage on claims made basis for errors and omissions with limits of not less than $1,000,000 per occurrence.
18.1.2 Automobile liability insurance, providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence.
18.1.3 Commercial general liability insurance, unless otherwise approved by CITY ’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
18.1.3.1 Provide contractual liability coverage for the terms of this Agreement;
18.1.3.2 Provide products and completed operations
coverage;
18.1.3.3 Provide premises, operations, and mobile
equipment coverage; and
18.1.3.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
18.1.4 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . I n accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861, DESIGN CONSULTANT must submit to CITY the following certification before beginning any work on the Improvements:
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I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, DESIGN CONSULTANT is
submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
18.2 General Provisions Applied to All Insurance Types.
18.2.1 All policies required of DESIGN CONSULTANT must be written on a first -dollar coverage basis, or contain a deductible provision. Subject to CITY’s advance approval, DESIGN
CONSULTANT may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.
18.2.2 Except for professional liability insurance, all policies required of DESIGN CONSULTANT must be primary insurance as to CITY and its mayor, council, officers, agents,
employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of DESIGN CONSULTANT ’s insurance and
must not contribute with it.
18.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY ’s Risk Manager, but in no event less than A- :VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain
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types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in writing.
18.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
18.2.5 Full compensation for all premiums which the DESIGN CONSULTANT is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.
18.2.6 It is further understood and agreed by DESIGN CONSULTANT that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by DESIGN CONSULTANT in connection with this Agreement.
18.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for DESIGN CONSULTANT, and all subcontractors must agree in writing to be bound by the provisions of this section.
19. THIRD PARTY CLAIMS. In the case of public works contracts CITY will timely notify DESIGN CONSULTANT of third party claims relating to this contract.
CITY shall be allowed to recover from DESIGN CONSULTANT, and DESIGN CONSULTANT shall pay on demand, all costs of notification.
20. INDEMNITY.
20.1 DESIGN CONSULTANT shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, arising from DESIGN CONSULTANT’s negligence, fraud, willful misconduct, criminal conduct, errors and omissions, or breaches of contract, or any of them, before administrative or
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judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by DESIGN CONSULTANT or DESIGN CONSULTANT’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
20.2 To the extent Civil Code Section 2782.8 is applicable to this Agreement, the DESIGN CONSULTANT shall indemnify, defend and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands, against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, that only arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of DESIGN CONSULTANT. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unp aid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in this section. This section shall not be waived or modified by contractual agreement, act, or omission of the parties.
21. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
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22. CONFIDENTIALITY. During the term of this Agreement, DESIGN CONSULTANT may have disclosed to it information of a legal and confidential nature, and such information could severely damage CITY if disclosed to outside parties.
Except as otherwise required by law, when inform ed that information is confidential, DESIGN CONSULTANT will not disclose to any person, directly or indirectly, either during the term of this Agreement or at any time thereafter, any such information or use such information other than as necessary in the course of this Agreement. All documents DESIGN CONSULTANT prepares and confidential information given to DESIGN CONSULTANT under this Agreement are the exclusive property of CITY.
Under no circumstances shall any such information or documents be removed from CITY without CITY’s prior written consent.
23. ACCOUNTING RECORDS. DESIGN CONSULTANT shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at DESIGN CONSULTANT’s office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
24. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
25. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
27. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
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28. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
29. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
30. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
31. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
32. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
33. NEWS RELEASES/INTERVIEWS. All news releases, media interviews, testimony at hearings and public comments relating to this Agreement by DESIGN CONSULTANT shall be prohibited unless authorized by CITY.
34. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
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APPROVED AS TO CONTENT:
WATER DEPARTMENT
By:
KRISTINA BUDAK
Water Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:
MATTHEW COLLOM
Deputy City Attorney
Insurance: __________
COUNTERSIGNED:
By:
RANDY MCKEEGAN
Finance Director
Attachments: Exhibit A and B