Fresno City Council
March 24, 2022

DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-1-

AGREEMENT

CITY OF FRESNO, CALIFORNIA

CONSULTANT SERVICES

THIS AGREEMENT is made and entered into effective _____________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Provost & Pritchard Consulting Group, a California corporation (Consultant).

RECITALS
WHEREAS, the City desires to obtain professional engineering services for the design of plans and general construction contract documents for Concrete Liners at Drying Bed Ponds 1 & 2 at the City of Fresno’s Northeast Surface Water Treatment Facility (NESWTF) (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a Professional Engineer and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Ag reement is subject to the requirements of Fresno Municipal Code Section 4 -107 and Administrative Order No. 6 - 19; and
WHEREAS, this Agreement will be administered for the City by its Director of Public Utilities (Director) or the Director’s designee.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:

1. Scope of Services and Completion Schedule. The Consultant shall perform the services described herein and in Exhibit A to complete the Project more fully described in Exhibit A , and this shall include all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. The services of the Consultant shall consist of five parts as described below. A separate “Notice to Proceed” will be issued for each of the aforementioned parts. By entry into this Agreement and upon the City’s issuance of a writte n "Notice to Proceed," the City contracts for the services in Part One. The Consultant shall not perform any other part of the Agreement, and this Agreement shall not be a contract for any other part, until further performance is authorized by the City’s issuance of a written “Notice to Proceed.” It shall, however, remain the Consultant’s offer to perform all remaining parts described herein.

In the event the Consultant performs services without the City’s prior written authorization, the Consultant will not be entitled to compensation for such services. (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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-2-

(2) The Consultant shall complete a Schematic Design in accordance with the detailed minimum requirements set forth in Exhibit A. The Schematic Design shall include sufficient detail for the design of the Project, to complete the Tasks identified in Exhibit A , and as necessary to obtain the acceptance of the City. The Consultant shall provide the City wi th an electronic file of the Schematic Design in the following format:

ACAD and PDF copy of plans; MSWord and PDF copies of Basis of Design Report and Construction Estimate in Excel and PDF.
(3) The Consultant shall conduct studies and investigations as necessary to conf irm requirements of design including, but not limited to, (i) consulting with the various utility agencies, and (ii) obtaining all information and data from the respective responsible City department/division that is available in the City’s records and is required by the Consultant in connection with the consulting services including, but not limited to, maps, reports, information, restrictions and easements.
(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 $993,000, 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, m odification, if required, and acceptance by City staff sufficient to show the concept and scope of the proposed Project and the scale and relationship of Project components.
(6) The Consultant shall submit a preliminary estimate of construction cost for re view and acceptance by the City. "Construction cost" means the cost of construction under the general construction contract and does not include the Consultant’s compensation. Such estimate shall include, and shall separately state, the cost of any add o r deduct alternatives, the cost of any work which may be let on a segregated bid basis and any equipment or fixtures which may be incorporated in or excluded from the general construction contract as may be necessary to stay within the Construction Budget.
(7) 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 applying for and obtaining from applicable public agencies any approval permit, or waiver required by law, which assistance shall include, but not be limited to, making Project information available to the City.
(8) The 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. The Consultant shall bring to the City's attention any discrepancies in the as -builts that are discovered by the Consultant. The City makes no representations regarding any as-builts.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-3-

(9) Services shall be undert aken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables submitted within Sixty (60) 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 Twenty One (21) 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 acceptance by the City the design development documents consisting of drawings and other documents to fix and describe the size and character of the Pr oject 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, but shall separately state, the cost of any add or deduct alternates, any work which may be let on a segregated bid basis, and any furnishings, equipment or fixtures which may be incorporated in or excluded from the general construction contract as may be necessary to stay within the Construction Budget, including authorized revisions thereto.
(3) In the event that the revised estimate of construction cost exceeds the preliminary estimate of construction cost previously accepted, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishing, equipment or fixtures which was identified in Part One as that which may be excluded from the general construction contract, the City shall have the option of accepting or rejecting the revised estimate and the Consultant shall, at no additional cost to the City, make such design changes as may be necessary to reduce the revised estimate so that it shall not exceed the preliminary estimate of construction cost previously accepted by the City. The City 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. (4) The Consultant shall make as many submittals as may be necessary or desirable to obtain th e acceptance by the City and shall assist the City in applying for and obtaining from applicable public agencies any approval, permit, or waiver required by law, which assistance shall include, but not be limited to, making Project information available to the City.
(5) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered and deliverables DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-4-

submitted within Two Hundred Forty (240) 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 Twenty One (21) 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 construct ion 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 co py. Bid, general conditions, contract and bond document forms or formats regularly used by the City shall be used by the Consultant unless the Director determines they would be impractical for this Project. The Consultant shall be responsible for assurin g that the special conditions, technical specifications and any other documents prepared by the Consultant are consistent with any documents regularly used by the City that are used for this Project.
(2) Upon request of the City, the Consultant shall provi de 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 necessary or desirable to obtain t he acceptance by the City and shall assist the City in applying for and obtaining from applicable public agencies any approval, permit, report, statement, or waiver required by law, which assistance shall include, but not be limited to, making Project information available to the City. 4) The Consultant shall provide the City with ACAD and PDF electronic copy and Five (5) sets of completed plans and electronic copy in MSWord and PDF and Five (5) sets of completed specificatio ns for review and final 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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-5-

(5) After acceptance of final corrections, if any, the Consultant shall provide the City with one set of accepted reproducible tracings 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 and MSWord. (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 the date all general construction contract documents are delivered to the City in final form ready for reproduction and advertising. Such estimate shall include, but shall separately state, the cost of any add or deduct alternates, any work which may be let on a segregated basis, and any equipment, or fixtures which may be incorporated in or excluded from the general construction contract. (7) In the event that the final estimate of construction cost exceeds the revised estimate of construction cost previously accepted, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishings, equipment or fixtures which was identified in the final revised estimate in Part Two as that which may be excluded from the general construction contract, the City shall have the option of accepting or rejecting the final estimate.

If the City elects to reject the final estimate, the Consultant shall 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 c ost 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 Sixty (60) 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 Twenty One (21) 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 to bid 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 without the express prior written authorization of the City’s Purchasing Manager. (2) Upon request of the City, the Consultant shall expeditiously draft addenda 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 previously accepted by the City, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishin gs, equipment or fixtures which are excluded from the general construction contract, the DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-6-

Consultant shall, within fourteen days of any request by the City, revise the plans and specifications as may be necessary to stay within 10% of such final estimate of construction cost, at no additional cost to 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 gene ral 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 discussing the 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 general construction contractor as required by the general construction contract and applicable laws and regulations in a timely manner. The period for the Consultant review shall be as specified in the general construction contract, except if such period is not so specified, the period shall be as determined in the pre -construction conference as mutuall y agreed upon by the City, the Consultant and the general construction contractor.
(3) The Consultant shall, at intervals appropriate to the state of construction, familiarize itself with the progress and quality of the work and determine in general if the work is proceeding in accordance with the general construction contract documents, and keep the City informed of the progress of the work. In the event that the Consultant’s visit to the site results in the discovery of any defect or deficiencies in the work 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 Consultant shall provide the City a general written assurance that the work covered by a payment application meets the standards in the general construction contract. As to technical aspects, the Consultant shall provide a written judgment of the acceptability of the work for payment applications and final acceptance, subject to the City’s right to overrule the Consultant.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-7-

(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 constitute approval by the Consultant who shall then approve the change order in writing. The Consultant shall not unreasonably withhold written approval in the event the City accepts a chang e order that the Consultant recommended to be rejected. In the event of any technical disputes, the Consultant shall provide the City with the Consultant’s written interpretation of the contract documents. The period for the Consultant review shall be as specified in the general construction contract, except if such period is not so specified, the period shall be as determined in the pre-construction conference as mutually agreed upon by the City, the Consultant and the general construction contractor. I f the City, the Consultant and the respective general construction contractor are unable to mutually agree on such period for the Consultant review, then the City will make the 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 necessary for clarification or interpretation of the general construction contract documents or which may have resulte d from errors or omissions by the 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 incre ase 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 plans wet-stamped and signed by the Consultant’s Engineer of Record for the Project submitted for final approval by the City’s Building and Safety Services Division of the Development and Resource Management Department. (10) The Consultant shall prepare Record Drawings by updating the accepted general construction documents in Part Three to reflect all changes or deviations that occurred during construction as reflected on or from each of the following: (i) the general construction contractor provided red-lined plans, (ii) those furnished by the City, (iii) the Consultant provided Request for Information responses, 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 Thirty (30) calendar days from receipt of red-lined DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-8-

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 City within Twenty One (21) calendar days from receipt of the City comments unless an extension of time is approved in writing by the Director. In addition, the Consultant shall provide the City with one complete set of CAD/System disk files of Record Drawings in the following format: PDF.

2. The City’s responsibilities. The City will:
(a) Provide, upon request and cooperation of the Consultant, access to, and make all provisions necessary to, enter upon public or private lands as required for the Consultant to perform such services and inspections as are required in development of the Project; provided, however, if the City is unable to obtain access to enter upon public or private lands, the Consultant shall not be relieved from performing its servic es as to those public and private lands that are accessible. (b) Manage and be responsible for all negotiations with owners in connection with land or easement acquisition and provide all required title reports and appraisals.
(c) With the exception of preparing correspondence required for design, hold all required special meetings, serve all public and private notices, receive and act upon all protests, and perform all services customarily performed by owners as are necessary for the orderly progress of th e work and the successful completion of the Project, and pay all costs incidental thereto.
(d) Select the testing laboratory and pay the cost of borings, samplings, and other work involved in soils testing during construction. (e) Conduct onsite inspection during construction to check quality and quantity of work as conditions warrant and be responsible for assuring that the general construction contractor carries out all construction work in accordance with the plans and specifications. However, this does not release 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.
(f) Prepare all change orders during construction in cooperation with the Consultant.
(g) 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. (h) Pay, or cause to be paid, plan check fees, conditional use permit fees and site plan review fees.
(i) Arrange for and pay, or cause to b e paid, any fees associated with Environmental Impact Reports or Statements.
(j) 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 DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-9-

Consultant’s program of work. For an acceptance, approval, authorization, a request or any direction to the Consultant to be binding upon the City under the terms of this Agreement, such acceptance, approval, authorization, request or direction must be in writing, duly authorized by the City and signed on behalf of the City by the Director.

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 One Hundred Forty-Five Thousand Seven Hundred Eighty-Eight ($145,788), 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 Six Hundred ($14,600) for any additional work rendered pursuant to Subsection (d) below and authorized in writing by the Director.
(b) Detailed statements shall be rendered monthly and will be payable in the normal course of City business. Such statements shall be for an amount no greater than that attributable to the part upon which the Consultant is then engaged as provided in Section 3(c) below. 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) For purposes of determining the division of the total compensation to the Consultant as provided in Section 3(a) above, or sho uld performance of any succeeding part not be authorized by the City as provided in Section 1 of this Agreement, it is agreed that the total compensation shall be allocated to the five parts of the Consultant’s performance as follows: Part One – 22.4%, Part Two – 48.0%, Part Three – 6.6%, Part Four – 9.2% and Part Five – 13.8%. Prior to the award of a general construction contract for the Project, or should such contract not be awarded, the approved parts as provided above shall be utilized for purposes of determining the fee due to the Consultant.
(d) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to 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. Subsequent to the date of completion of Part Three, changes due to Code revisions or enactments adopted after such date shall constitute additional work subject to this Section 3(d).

4. Termination, Remedies, Force Majeure, and 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 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 DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-10-

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 paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event o f 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 suc h 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 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 det ermined 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 th e 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 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 the Director, or designee, in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Director, or designee, of the cessation of such occurrence. (g) The Consultant agrees that, notwithstanding any contrary provision in this Agreement, any dispute arising from or relating to this Agree ment (including, without limitation, disputes based on contract, tort, equity or statute) may, at the City’s option, be joined and consolidated with any other dispute or disputes arising from or relating to the Project so that all disputes arising from or relating to the Project may be resolved in a single proceeding. The Consultant hereby specifically waives any objection it may otherwise have to such joinder and consolidation and specifically consents to DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-11-

mediation, arbitration or any other dispute resolu tion mechanism, forum or proceeding necessary to effectuate the joinder and consolidation contemplated by this provision.

5. Confidential Information, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior 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, 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 b y 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, writi ngs and other documents prepared or provided by the Consultant pursuant 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 Consult ant. 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 other 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 uncompleted 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 surviv e 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 the Consultant and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, 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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-12-

7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782.8, the Consultant shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its princ ipals, officers, employees, agents, or volunteers in the performance of this Agreement.

If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless , and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Agreement.

8. Insurance.
(a) Throughout the life of this Agreement, 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, a nd 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 an y of its subcontractors/sub -consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to 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 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” shal l include, without limitation, notification received by the City that an insurer 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 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 DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-13-

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 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, consultant s, 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-consultant to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section, except that any required certificates and applicable 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 company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.

9. Conflict of Interest and Non-Solicitation.
(a) Prior to 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 sub contractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor th at, 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 con flict 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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-14-

(d) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither 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 d isclosed 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 under 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 fa cility(ies), or is required herein 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 maintain 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 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 (i) 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 recogni zed accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of 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 litigatio n, claim, negotiations, audit or other action is commenced before the expiration of said time DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-15-

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 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 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 lice nse 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 each subcontractor to provide evidence to the City that subcontractor is licensed to perfo rm 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 Keith Mortensen, PE, and shall not assign another to supervise the Consultant’s performance of this Agreement without the prior written approval of the Director.

12. Nondiscrimination. To the extent required by controlling federal, state and local law, 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 dis ability, 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 providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, ag e, 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, physical disability, mental disability, medical condition, marital status, sex, age, s exual orientation, ethnicity, 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, nati onal 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; and selection for training, including a pprenticeship. The Consultant agrees to post in DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-16-

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 Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to 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.
(d) The Consultant will send to each labor union or representative of workers with which it has a collectiv e bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If 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 contractor. 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 t o 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 Consultant 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 ta x 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 City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-17-

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 party’s 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 t o 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 Consultant shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.), 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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-18-

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 this Agreement shall not affect the other provisions.

22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.

23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.

24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.

25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.

26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

27. No Third Party Ben eficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

28. Extent of Agreement . Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement re presents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrum ent duly authorized and executed by both the City and the Consultant.

[Signatures follow on next page.]
DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-19-

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 D Buche, PE, PLS,
Interim Director of Public Utilities]
Department of Public Utilities

ATTEST:

TODD, STERMER, CMC
City Clerk

By:

Deputy

No signature of City Attorney required.

Standard Document # DPU-S Eng CSA,
Long Form T&M – Contingency (02-2022)
has been used without modification, as
certified by the undersigned.

By:

Samuel Nadores
Professional Engineer

Provost & Pritchard Consulting Group,
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:

Addresses:

CITY:

City of Fresno
Attention: Samuel Nadores, PE,
Professional Engineer
2101 G Street, Building A
Fresno, CA 93706
Phone: (559) 621-1602
Facsimile: (559) [#]
E-mail: [email protected]

CONSULTANT:

Provost & Pritchard Consulting Group]
Attention: Keith Mortensen, PE,
Director of Operations
455 W Fir Avenue
Clovis, CA 93611
Phone: (559)449-2700
Facsimile: (559)449-2715
E-mail: [email protected]

Attachments:

1. Exhibit A - Scope of Services

2. Exhibit B - Insurance Requirements

3. Exhibit C - Conflict of Interest Disclosure Form

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 3/4/2022
3/4/2022
Keith Mortensen
Director of Operations
Vice President
Matthew W. Kemp
3/4/2022
Clerk Attesting
DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-20-

EXHIBIT A

SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (the City) and Provost & Pritchard Consulting Group (the Consultant) Engineering Services for the Design of Concrete Liners at Drying Bed Ponds 1 & 2 at the City of Fresno’s (NESWTF)

A. SCOPE OF SERVICES

The Consultant shall provide all labor, materials, equipment, and incidentals required to complete the work. Consulting services shall encompass, but not be limited to, the following:

ENGINEERING DESIGN SERVICES

1.0 PROJECT MANAGEMENT AND ADMINISTRATION(Fees related to efforts noted in this section are distributed and made part of Parts 1 through 5 Compensation Plan) a. Prepare and maintain a project schedule that identifies timelines related to all consultant efforts and services throughout the life of the project. b. Prepare Project Management Plan.
c. Coordinate weekly progress meetings and provide agendas and meeting minutes.
d. Schedule and conduct Project Kick-off meeting which will include review of project objectives, scope of work, approach, schedule, and development of coordination procedures.
e. Coordinate with any affected agencies, districts, and stakeholders. f. Develop a list of information to be provided by the City that is needed to perform the work.
g. Prepare, provide, and conduct monthly schedule and budget updates h. Preparation of detailed monthly billing.
i. Assist City in any necessary Public Outreach efforts

(Part-1)

1.1 PRELIMINARY DESIGN
a. Perform field evaluation and assessment in preparation of contract drawings.
b. Review existing plans and coordinate with Facility staff to discuss scope. c. Provide Draft Basis of Design and Construction Estimate. d. Prepare 30% Schematic plans and Specifications(30%)
e. Submit 4 hard copies and one ACAD and PDF elec tronic copy of the Schematic (30%) Design Plans and Specifications, one electronic copy of the Draft Basis of Design Report (MSWord and PDF) and one electronic copy of the Construction Estimate (Excel & PDF) for City Review.
f. Perform compliance and schedule review related to CEQA as may be required. See C.2 below.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-21-

(Part-2)

2.1 DETAILED DESIGN
a. Address (30%) Schematic Plans / Specifications, Basis of Design Report and Construction Estimate review comments.
b. Prepare and provide 60% design and specification submittals. This submittal shall include an updated Construction Estimate and Final Basis of Design Report.
c. Verify and incorporate applicable regulatory agency requirements. d. Submit 4 hard copies and one ACAD and PDF electronic copy of the 60% design plans. The submittal shall include 4 hard copies of the specifications and one electronic copy in MSWord and PDF. Four hard copies of the Final Basis of Design Report and one elec tronic copy in MSWord and PDF shall be included along with an updated Engineer’s Estimate and any supportive Structural Calculations(as required) for City review.
e. Schedule and conduct Review Meetings to discuss progress on environmental compli ance efforts, 60% Plans, Specifications and Engineer’s Estimate review comments.
f. Address (60%) Submittal review comments.
g. Prepare and provide 90% design and specification submittals. This submittal shall include an updated Construction Estimate. h. Submit five (5) hard copies and one ACAD and PDF electronic copy of the 90% plans and 5 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% bid documents, plans, and specifications to the City’s Public Works Construction Management Division for review and comment. Consultant will also address comments from Public Utilities and Public Works.
i. Based on the approved design, prepare construction documents including, but not limited to any necessary topographic surveys; geotechnical studies; civil, structural, mechanical, electrical, instrumentation plans.

2.2 ENVIRONMENTAL ANALY SIS/INITIAL STUDY/MITIGATED NEGATIVE

DECLARATION
The following tasks will be completed in this phase.

TASK 1: PROJECT KICK-OFF AND AB 52 COMPLIANCE
• Provost & Pritchard will attend one (1) kick-off meeting (via conference call) with the City to clarify work product expectations, communication protocol, and project schedule.
• Our team will prepare a draft letter to notify Native American Tribes in accordance with Public Resources Code Section 21080.3.1 (AB 52). Since correspondence must be between the City and the Tribes, the City will be responsible for finalizing the letter, printing on City letterhead, and mailing to the Tribes.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-22-

TASK 2: PREPARATION OF ADMINISTRATIVE DRAFT INITIAL STUDY/MITIGATED

NEGATIVE DECLARATION (IS/ MND) FOR DISTRICT REVIEW
Provost & Pritchard will prepare the Administrative Draft IS/MND pursuant to the CEQA Guidelines Appendix G Environmental Checklist, including completing the following desktop studies, technical studies, and exhibits to provide analysis withi n the IS/MND within the first 30 days:
• A CalEEMod air model for determining air quality pollutants and greenhouse gases potentially generated by the project.
• Maps and information for the following: Regional Vicinity, Topographic Quadrangle, Area of Potential Effect Boundary, Zoning, General Plan, FEMA Flood, Wetlands, and Sensitive Receptors.
• A United States Department of Agriculture Natural Resource Conservation Service Custom Soil Resource Report for the Project site to determine soil types and associated risks and impacts.
• Biological Resources Evaluation.
• Cultural Resources Evaluation.
• Traffic Study.

TASK 3: PUBLIC REVIEW DRAFT INITIAL STUDY/MITIGATED NEGATIVE

DECLARATION (MND) AND FINALIZED NOTICE OF INTENT TO ADOPT THE IS/MND • Upon receipt of one (1) set of consolidated City review comments, Provost & Pritchard will incorporate all comments into the Draft IS/MND, Notice of Intent (NOI), and Notice of Completion (NOC) and provide the City with an electronic screen- check of the revised documents, with all insertions, deletions and formatting changes in strike - through and underline (i.e., Microsoft Word “Track Changes”). • After City staff comments on the screen -check IS/MND, NOI, and NOC, Provost & Pritchard will finalize the documents based upon the comments received and will provide electronic copies of each document to the City. Provost & Pritchard will publish the NOI pursuant to CEQA Guidelines and distribute the NOC and the Draft IS/MND to the State Clearinghouse (SCH) and other interested agencies and individuals identified by the City for the public review period.

TASK 4: PREPARATION OF NOTICE OF DETERMINATION
CEQA Guidelines §15075 requires that the lead agency file a Notice of Determination (NOD) within five (5) working days of the agency’s decision to approve the project (Public Resources Code §21083).
• Provost & Pritchard will prepare a draft NOD for review and comment by City staff.

Deliverables: Attendance at one (1) project kick -off meeting with the City. One (1) electronic copy of the Administrative Draft IS/MND.

One (1) electronic copy of the Draft IS/MND, NOI and NOC for the City. Submittal of CEQA documents to the State Clearinghouse for distribution. One (1) electronic copy of the NOD
Hard copies available upon request
Agendas, minutes, and response to comments as necessary.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-23-

(Part-3)

3.1 CONSTRUCTION DOCUMENT (100%)
a. Upon final review and acceptance by City, prepare and submit 100% project documents for competitive bidding, signed and sealed by a California licensed professional engineer. Submit 5 hard copies and one ACAD and PDF electronic copy of the 100% design plans. The submittal shall include 5 hard copies of the specifications and one electronic copy in MSWord and PDF. The submittal shall include an updated Engineer’s estimate (Excel & PDF), and supportive structural calculations as required in MSWord & PDF.

(Part-4)

4.1 PERMIT APPLICATION AND BIDDING
a. Acquiring appropriate permits as necessary. These Permits may include, but not be limited to, Conditional Use Permit or Development Permit, Building Permits, San Joaquin Valley Air Pollution Control District permit, and other permits as may be required from stakeholding agencies.
b. Completing environmental assessments and preparing required environmental documents, as needed.
c. Completing processes for review by and compliance with all federal, state and local codes and regulation s, including City Plan check, obtaining all necessary permits therefrom, and delivering to City final approved plans and specifications for bidding and construction, and completion of boilerplate bidding documents. d. Providing professional engineering support during bidding by responding to contractor requests for information, etc.

(Part-5)

5.1 SERVICES DURING CONSTRUCTION
a. Attending pre-bid/pre-construction meetings.
b. Providing assistance to the City staff during construction by responding to contractor requests for information and clarifications during construction, reviewing submittals, schedule and change orders, etc.
c. Providing project management assistance, including monthly project coordination and status meetings, preparation of meeting agenda and minutes, schedule updates, etc.
d. Preparing operations plans, and assist with facility start -up, and project close-out.
e. Prepare and track punch list items upon substantial completion of the project.
f. Prepare and submit Record Drawings to the City.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-24-

SCHEDULE OF FEES

Principal Engineer IV…………………………………………………..$225
Principal Engineer I…………………………………………………….$195
Associate Engineer II…………………………………………………..$123
Associate Technician IV……………………………………………….$124
Principal Construction Manager IV…………………………………..$205
Project Administrator IV……………………………………………….$98
Project Administrator III………………………………………………..$96
Licensed Surveyor III…………………………………………………..$165
Assistant Surveyor I……………………………………………………$100
Associate Planner IV…………………………………………………..$130
Senior Planner III………………………………………………………$158
2 Man Survey LS- Prevailing Wage………………………………….$295]

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-25-

EXHIBIT B

INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (the City) and Provost & Pritchard Consulting Group (the Consultant) Engineering Services for the Design of Concrete Liners at Drying Bed Ponds 1 & 2 at the City of Fresno’s Northeast Surface Water Treatment Facility (NESWTF)

A. 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 operat ions, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *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 provide 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 Omissions) insurance appropriate to the Consultant’s profession.

MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits 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, DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-26-

(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.

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.

B. 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. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents, and volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to the City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self-insured retentions.

C. OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to c ontain, 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 Consultant shall establish additional insured status for the City and for all on going and completed operations under the Commercial General Liability policy by use of ISO Forms or an DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-27-

executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20

37. 2. The coverage shall contain no special limitations on the scope of protection afforded to 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. For any claims relating to this Agreement, the Consultant’s insurance coverage shall be primary insurance with respect to the C ity, its officers, officials, e mployees, agents, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. The Consultant shall esta blish primary and non - contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.

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.

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 years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (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 y ears 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.

5. These requirements shall survive expiration or termination of the Agreement.

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 calendar days written notice by certified mail, return receipt requested, has been given to DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-28-

the City. The Consultant is also responsible for providing written notice to the City under the same terms and conditions. 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 fo r the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

Should any of the required policies pro vide 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 Liability of these polices will be twice the above stated limits.

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 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 u nder the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.

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 separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by the City Risk Manager or designee. If no Side Agreement is required, the Consultant will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

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 n on-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 City 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.

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6 DPU-S Eng CSA, Long Form T&M – Contingency (02-2022)
-29-

EXHIBIT C

DISCLOSURE OF CONFLICT OF INTEREST
Engineering Services for the Design of Concrete Liners at Drying Bed Ponds 1 & 2 at the City of Fresno’s Northeast Surface Water Treatment Facility (NESWTF)

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 business 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)

(Address)

 Additional page(s) attached. (City, State Zip)

DocuSign Envelope ID: 980EA986-BAF6-46E7-8520-4083AFE317A6

X
X

Provost & Pritchard Consulting Group
455 W Fir Ave
Clovis, CA 93611
3/4/2022
X
X
X
Provost & Pritchard, as a
subconsultant to RHAA, a landscape
architecture firm hired by the City
for the Fulton Street Reconstruction
project, is currently in a dispute
over cause of cracking in decorative
concrete (workmanship vs design).

Provost & Pritchard was responsible
for street improvement design. Provost
& Pritchard provides professional
services to a number of private and
municipal clients that do

Keith Mortensen
X
Provost & Pritchard Consulting Group