Fresno City Council
September 12, 2024

CPD-S Eng. CSA, Long Form T&M (06-2024)

AGREEMENT

CITY OF FRESNO, CALIFORNIA

CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into, effective ____________________________, by and between the CITY OF FRESNO, a California municipal corporation (City) , and Provost & Pritchard E ngineering Group, a California Corporation (Consultant).

RECITALS
WHEREAS, the City desires to obtain professional engi neering services for the design of plans and general construction c ontract documents for The Leaky Acres Groundwater Recharge Facility Project (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a civil 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 t hat this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administered for the City by its Capital Projects Director (Director) or designee.

AGREEMENT
NOW, THEREFORE, it is mutually agreed as follows:

1. Scope of Services.

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 c onsist 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 issuanc e of a written "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 Cons ultant performs services wit hout 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 t he description of the Project set forth in Exhibit A and consult with designated representatives of the City to ascertain the requirements of the Project.
(2) The Consultant shall conduct studies and investigations as necessary to confirm requirements of design including, but not limited to, (i) consulting with the various utility agencies, and (ii) obtaining all information

CPD-S Eng. CSA, Long Form T&M (06-2024)

and data from the respective responsible the City department/division that is available in the City’s records and is required by the Consultant in connection with the consulting services including, but not limited to, maps, surveys, reports, information, restrictions, and easements. The Consultant shall notify the City if a topographic survey is required. (3) 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 four million, eight hundred and thirteen thousand, five hundred and eight dollars ($4,813,508), including alternative approaches to design and construction of the Project. (4) Based upon the mutually agreed upon Project requirements and any adjustments authorized by the City in the Construction Budget, the Consultant shall design and prepare schematic design drawings and other documents for review, modification, if required, and acceptance by the City staff sufficient to show the concept and scope of the proposed Project and the scale and relationship of Project components.
(5) The Consultant shall submit a preliminary estimate of construction cost for review and acceptance by the City. As used herein, "construction cost" means the cost of construction under the general construction contract and does not in clude the Consultant’s compensation as herein provided. Such estimate shall include, and shall separately state, the cost of any add or deduct alternatives, the cost of any work which may be let on a segregated bid basis and any equipment or fixt ures which may be incorporated in or excluded from t he general construction contract as may be necessary to stay within the Construction Budget. (6) 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 fr om 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. (7) The Consultant may not rely upon any as-builts provided by the City but shall investigate the ex isting 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.
(8) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered, and deliverables submitted within seventy five (75) 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 s ubmitted to the Cit y within fourteen (14) calendar days from receipt of the City’s comments unless an extension of time is approved in writing by the Director.

CPD-S Eng. CSA, Long Form T&M (06-2024)

(b) Part Two. Design Develo pment 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 sch ematic design documents and the Construction Budget, including aut horized 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 Project as necessary to show treatment of significant details. In addition, the Consultant shall provide outline specifications of the work as to kinds of materials, systems, and other such design elements as may be required. Such design development documents and specifications shall be subject to review and acceptance by the City.
(2) The Consultant shall submit a revised estimate of construction cost for review and acceptance by th e 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 revis ed estimate of construction cost exceeds the preliminary estimate of construction cost previously accepted, excluding therefrom any add alternate, any work which may be let on a segregated bid basis and any furnishing, equipment or fixtures which was identified in Part 1 as that which may be excluded from the general construction contract, 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 the acceptance by the City and shall assist the City in applying for and obtaining fr om 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 submitted within one hundred and twenty (120) calendar days from the issuance of a Notice to Pr oceed 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 fourteen (14) calendar days from receipt of the City’s comments unless an CPD-S Eng. CSA, Long Form T&M (06-2024)

extension of time is approved in writing by the Director. (c) Part Three. Construction Docu ment 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 pr epare 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 r equired. The Consultant shall also prepare necessary bidding information, general and special conditions of the general construction contract, technical specifications of the general construction contract, and the bid proposal and general construction contract forms. Such documents shall be subject to the review and acceptance by the City. The Consul tant shall cooperate with, assist and be responsive to the City’s Purchas ing 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 providi ng a permanent record in black on vellum, tracing cloth, polyester base film, or high-quality bond copy. Bid, general conditions, contract and bond document forms or formats regularly used by the City shall be used by the Consultant unless the Director determines they would be impractical fo r this Project. the Consultant shall be responsible for assuring that t he 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, t he Consultant shall provide the calculations used to determine the general construction contract quantities; and structural calculations for the purpose of obtaining any building permits. (3) The Consultant shall make as many submittals as may be necessary or desirable to obtain the acceptance by the City and shall assist the City in applying for and obtaining fr om 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 provi de the City with two (2) sets of completed plans and two (2) sets of completed specifications for review and final acceptance by the City. Should the plans and specifications as submitted by the Consult ant not be accepted by t he City, the Consultant shall revise the plans and specifications as needed to obtain final acceptance at no additional cost to the City.
(5) After acceptance of final corrections, if any, the Consultant shall provide the City with one set of accepted reproducible tracings and bid documents for the Project. In addition, the Consultant shall provide the City CPD-S Eng. CSA, Long Form T&M (06-2024)

with one complete set of CAD/System disk files of drawings and complete disk files of specifications in the following format: : PDF and DWG. (6) The Consultant shall submit a final estimate of construction cost for review and acceptance by th e City. Such estimate shall be calculated as of the date all genera l construction contract documents are delivered to the City in final form r eady 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 cons truction cost previously accepted, excluding therefrom any add alternat e, any work which may be let on a segregated bid basis and any furnishings, equipment or fixtures which was identified in the final revised estimate in Part 2 as that which may be excluded from the general constructi on contract, the City shall have the option of accepting or rejecting the fi nal 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 cost previously accepted by the City.
(8) Services shall be undertaken and completed in a sequence assuring expeditious completion. All services shall be rendered, and deliverables submitted within ninety (90) calendar days from the issuance of a Notice to Proceed for this Part unless an extension of time is approved in writing by the Director. Re-submi ttals, as necessary to obtain the acceptance by the City, shall be submi tted to the City wit hin fourteen (14) 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. A fter review and acceptance of the construction document phase and if the City elects to proceed to bid, which 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 wit h potential bidders regarding this Project without the express prior written authorization of the City’s Purchasing Manager.
(2) The Consultant shall, withi n seven calendar days of any request by the City, expeditiously draft and promptly provide addendum as determined by the City to be reasonab le 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

add alternate, any work which may be let on a segregated bid basis and any furnishings, equipment or fixtures which are excluded from the general construction contract, the Consultant shall, within 14 calendar days of any request by the City, revise the plans and specificati ons 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 acceptabl e 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 aw ard of the general construction contract, which shall constitute a written Notice to Proceed with this Part Five and will terminate when a Notice of Completion is filed. Upon award of a general construction contract for the Project and under the direction of the Director through the City’s designated Construction Manager for the Project:
(1) The Consultant shall attend t he 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 Consul tant review shall be as specified in the general construction contract, except if such period is not so specified, the period shall be as determined in th e pre-construction conference as mutually agreed upon by the City, the Consultant, and the general construction contractor.
(3) The Consultant shall, at intervals appropriate to the state of construction, 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 approp riate 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 assu rance that the work covered by a payment application meet s the standards in the general construction contract. As to technical aspects, t he Consultant shall provide a written CPD-S Eng. CSA, Long Form T&M (06-2024)

judgment of the acceptability of the work for payment applications and final acceptance, subject to the City’s right to overrule the Consultant. (4) Upon written request by the Cit y, the Consultant shall render interpretations of the general constr uction contract documents necessary for the proper execution or progress of the work.
(5) Upon written request by the Cit y, the Consultant shall render written recommendations on change order s, claims, disputes, or other questions arising out of the general co nstruction contract, in a timely manner. Recommendations by the Consultant in favor of a change order that is consequently accepted by the Cit y 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 change order that the Consultant recommended to be rejected. In the event of any technical disputes, the Consultant shall provide the City with the Consult ant’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 t he pre- construction conference as mutually agreed upon by the City, the Consultant, and the general construction contractor. If the City, the Consultant, and the respective general construction contractor are unable to mutually 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 resulted 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 increase in the Consultant’s compensation.
(8) Upon written request of the City, the Consultant shall assist the City in the preparation of Progress Payment Estimates and other related construction reports.
(9) The Consultant shall prov ide the City with two sets of original as-grade plans wet-stam ped and signed by the Consultant’s Engineer of Record for the Project submitted for final approval by the City’s Building and Safety Services Divisi on of the Development and Resource Management Department on all projects located outside the Right of Way. (10) The Consultant shall prepar e Record Drawings by updating the accepted general construction documents in Part 3 to reflect all changes or deviations that occurred during construction as reflected on or from each CPD-S Eng. CSA, Long Form T&M (06-2024)

of the following: (i) the general constr uction 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 C onsultant shall provide the City with one set of vellum Record Drawings for the Project within zero (0) calendar days from receipt of red-lined field ma rkups 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 s ubmitted to the Cit y within zero (0) 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 and DWG.

2. The City’s responsibilities. the City will:
(a) Provide, upon request and cooperati on 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 priv ate lands, the Consultant shall not be relieved from performing its services as to those public and private lands that are accessible. If the Consultant notifies the City that a topographic survey is required by the Consultant in connection with the consulting services, then the City will be responsible for conducting the topographic survey.
(b) Manage and be responsible for a ll negotiations with owners in connection with land or easement acquisition and provide all required title reports and appraisals.
(c) With the exception of prepari ng correspondence required for design, hold all required special meetings, serve all public and private notices, receive and act upon all protests, and perform all services customarily performed by owners as are necessary for the orderly progress of the work and the successful completion of the Project, and pay all costs incidental thereto.
(d) Select the testing laboratory and pay the cost of borings, samplings, and other work involved in soils testing during construction. (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, th is does not release the Consultant from its responsibility to make periodic site vi sits under Section 1(e) for the purpose of observing the work to determine its gene ral conformity with the plans and specifications and reporting its findings to the City.
(f) Prepare all change orders during c onstruction 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

application meets the standards in the gen eral construction contract documents based upon the Consultant’s best knowledge, information, and belief. (h) Pay, or cause to be paid, plan ch eck fees, conditional use permit fees and site plan review fees.
(i) Arrange for and pay, or cause to be paid, any fees associated with Environmental Impact Reports or Statements.
(j) Give reasonably prompt considerati on to all matters submitted by the Consultant for acceptance to the end that there will be no substantial delays in the Consultant’s program of work. For an acceptance, approval , authorization, a request, or any direction to the Consult ant to be binding upon the City under the terms of this Agreement, such acceptance, approval, authorization, request, or direction must be in writing, duly authoriz ed by the City and signed on behalf of the City by the Director.

3. Compen sation.
(a) The Consultant’s sole compensat ion for satisfactory performance of all services
required or r endered pursuant to this Agreement shall be a total fee not to exceed three hundred ten thousand, five hundred sixty seven dollars ($310,567), paid on a time and materials basis in accordance with the schedule of fees contained in Exhibit A.
(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 attribut able 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 divi sion of the total compensation to the Consultant as provided in Section 3(a) above, or should performance of any succeeding Part not be authorized by the Ci ty 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 1 – twenty five point eight percent (25.8%), Part 2 – forty two point four percent (42.4%), Part 3 – twenty five point six percent (25.6%), Pa rt 4 – six point two percent (6.2%) and Part 5 – zero percent (0.0%). Prior to the award of a general cons truction 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 Ag reement to increase or decrease the scope of services or provide for the rendi tion of services not required by this Agreement, which modification shall incl ude 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 entitle d to any additional compensation if services are performed prior to a signed written amendment. Subsequent to the CPD-S Eng. CSA, Long Form T&M (06-2024)

date of completion of Part Three, c hanges due to Code revisions or enactments adopted after such date shall constitute additional work subject to this Section 3(d).

4. Termination, Remedies, Force Maj eure, and Consolidation of Disputes. (a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the
federal bankruptcy laws, or any bankrupt cy petition or petition for receiver commenced by a third party against the Consultant; (ii) 7 calendar days prior written notice with or without cause by the City to th e Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any the 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 material s 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 incurr ed which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that woul d otherwise be payable as an offset to, but not in excess of, the City’s damages caused by su ch 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 cont ract, 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 br each of the Agreement. If it is determined that the City improperly terminated this Agreement for default, su ch termination shall be deemed a termination for convenience.
(e) The Consultant shall prov ide the City with adequate written assurances of future performance, upon the request of the Director or designee, in the event the Consultant fails to comp ly with any terms or conditions of this Agreement.
(f) The Consultant shall be liabl e for default unless nonperformance is caused by an occurrence beyond the reas onable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of CPD-S Eng. CSA, Long Form T&M (06-2024)

the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Consultant shall notify t he 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 connecti on 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, notwit hstanding any contrary provision in this Agreement, any dispute arising from or relating to this Agreement (including, without limitation, disputes based on contract, tort, equity, or statute) may, at the City’s option, be joined and consolidated with any other dispute or disputes arising from or relating to the Projec t so that all disputes aris ing 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 m ediation, arbitration or an y other dispute resolution mechanism, forum or proceeding necessa ry to effectuate the joinder and consolidation contemplated by this provision.

5. Confidential Informati on, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any

individual or organization by the Consultant without the pr ior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. T he 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, ma terials, compilations, documents, instruments, models, sour ce or object codes and other information disclosed or submitted, orally, in writi ng, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all original sketches, penc il tracings of working drawings, plans, computations, specifications, co mputer disk files, writings and other documents prepared or provided by the Consultant pursuant to this Agreement are the property of the Cit y at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant.

The Consultant grants the City a copyri ght license to use such drawings and writings. The Consultant shall not permi t 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 ma y keep a copy of all drawings and specifications for its sole and exclusive use.

CPD-S Eng. CSA, Long Form T&M (06-2024)

(c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant s hall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expiration or termination of this Agreement.

6. Professional Skill.

It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consul tant 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 skillf ul manner and the Consultant agrees to thus perform the services and r equire the same of any subcontractors.

Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.

7. Indemnification.

To the furthest extent allowed by law, including California Civil Code 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, litigation expenses, and cost to enforce this agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employ ees, agents, or volunteer s 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 Agreem ent, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, whic h
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 rat ed no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the Cit y’s Risk Manager or designee at any time and in its sole discretion. The required poli cies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, t he insurance limits available to the City, its officers, officials, employees, agents, and volunteer s as additional insureds, shall be the greater of the minimum limits specified t herein or the full limit of any insurance CPD-S Eng. CSA, Long Form T&M (06-2024)

proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effe ct, all services and work under this Agreement shall be discont inued immediately, and a ll 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 rest ored 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” shall 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 insur ance is obtained by the C onsultant shall not be deemed to release or diminish the liabilit y of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall appl y to all claims and liabilit y regardless of whether any insurance policies are applicable. The polic y limits do not act as a limitation upon the amount of indemnification to be prov ided 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 principa ls, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontra ctors, or anyone employed directly or indirectly by any of them.

9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of inte rest disclosure statement in the form as set for
th in Exhibit C. During the term of this Ag reement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the Californ ia Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclos ure and disqualification (2 California Code of Regulations Sect ion 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due dili gent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all la ws and regulations.

The Consultant shall take, and require its subcontractors to take, reasonable steps CPD-S Eng. CSA, Long Form T&M (06-2024)

to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing.
(c) Consultant’s duties and servic es under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualif ications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain respons ibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of pr oject plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have acce ss to the same info rmation, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.
(d) In performing the work or se rvices 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. (e) The Consultant represents and wa rrants 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. (f) 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 Consulta nt and any of its subcontractors shall have no interest, direct or indirect, in any other contract wit h a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing.
(g) 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.
(h) This Section 9 shall survive ex piration or termination of this Agreement.

10. Recycling Program.

In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

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 th e satisfaction of the City’s Solid Waste Management Division the establis hment of the recycling program in paragraph (a) above and the ongoing maintenance thereof.

11. General Terms.
(a) Except as otherwise pr ovided 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 expen ses pertaining to the Project shall be kept on a generally recognized accounti ng 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 fo r a period of three years after final payment or, if longer, for any period re quired by law. In addition, all books, documents, papers, and records of the Cons ultant pertaining to the Project shall be available for the purpos e of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit, or other action is commenced before the expiration of said time period, all records shall be retained and made availabl e to the City until such action is resolved, or until the end of said time per iod whichever shall later occur. If the Consultant should subcontract all or any portion of t he services to be performed under this Agreement, the Consultant s hall cause each subcontractor to also comply with the requirements of this paragraph. This Se ction 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreem ent by the City, the Consultant shall have provided evidence to t he City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to t he City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.
(d) The Consultant’s services pur suant to this Agreement shall be provided under the supervision of Brian Ehlers, and it 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

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 co mply with all applicable laws and regulations providing that no person shall, on the gr ounds of race, religious creed, color, national origin, ancestry, physi cal disability, mental dis ability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) The Consultant will not discr iminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disa bility, medical conditi on, marital status, sex, age, sexual orientation, ethnicity, status as a di sabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practice s 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, includ ing apprenticeship. The Cons ultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all so licitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive considerati on for employment without regard to race, religious creed, color, national orig in, 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 r epresentative of workers with which it has a collective bar gaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant’s commitment 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 s hall 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees sha ll 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 di rect the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidenc e a partnership or joint venture between the Consultant and t he City. The Consultant shall have no authority to bind the City absent the City’s express wr itten 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 the City employees. The Consultant shall be solely liable and responsible fo r all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consul tant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement.

14. Notices.

Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone c onfirmation of receipt, or sent by United States registered or certif ied mail, with postage prepaid, return receipt requested, addressed to the party to whic h notice is to be given at the party's address set forth on the signature page of this Agreem ent 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 sufficient ly served or given at the time of the mailing thereof.

15. Binding.

Subject to Section 16 below, once this Ag reement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees , agents, servants, employees, and representatives.

CPD-S Eng. CSA, Long Form T&M (06-2024)

16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no assignment
by the Consultant of its ri ghts or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successo rs, or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The Cit y 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, the State of California and the City, and with all applicable regulatio ns 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 continui ng 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 par ties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

19. Governing Law and Venue.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.

20. Headings.

The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement.

21. 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 pr ovision 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 CPD-S Eng. CSA, Long Form T&M (06-2024)

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 th is Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.

24. Exhibits.

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

25. Precedence of Documents.

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

26. Cumulative Remedies.

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

27. No Third-Party Beneficiaries.

The rights, interests, duties, and obligations defined withi n this Agreement are intended for the specific parties hereto as identif ied in the preamble of this Agreement.

Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

28. Extent of Agreement.

Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents th e entire and integrat ed agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only by written instrument duly authoriz ed and executed by bot h the City and the Consultant.

29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. T he previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [SIGNATURES FOLLOW ON THE NEXT PAGE.]
CPD-S Eng. CSA, Long Form T&M (06-2024)

IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written.

CITY OF FRESNO,
A California municipal corporation
By:

Francisco V Magos II, PE
Assistant Director
Capital Projects Department
No signature of City Attorney required.

Standard Document #CPD-S Eng CSA,
Long Form T&M 06-2024 has been
used without modification, as certified by
the undersigned.

By:

Charles Masters
Engineer II
ATTEST:

TODD STERMER, CMC
City Clerk
By:

Deputy
REVIEWED BY:

Provost & Pritchard Engineering 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:

Sarah J. Lambeth
Senior Management Analyst
Capital Projects Department
Addresses:

CITY:

City of Fresno
Attention:Charles Masters , Engineer II
747 R Street
Fresno, CA Fresno, California 93721
Phone: (559) 621-8835
E-mail: [email protected]
CONSULTANT:

Provost & Pritchard Engineering Group
Attention: Brian Ehlers, Prinicpal
Engineer
455 West Fir Avenue
Clovis, California 93611
Phone: (559) 449-2700
E-mail: [email protected]
Attachments:

Director of Operations
Jeffrey Dorn
Matthew W. Kemp
Chief Strategic Officer
RCE 76749
Jeffrey Dorn
July 16, 2010

CPD-S Eng. CSA, Long Form T&M (06-2024)

1. Exhibit A - Scope of Services

2. Exhibit B - Insurance Requirements

3. Exhibit C - Conflict of Interest Disclosure Form
CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

EXHIBIT A

SCOPE OF SERVICES
Consultant Service Agreement between
City of Fresno (City) and Provost & Pritchard Engineering Group (Consultant) Improvements to The Leaky Acres Groundwater Recharge Facility Project

PROJECT

UNDERSTANDING
The project will develop plans and bid document s for the construction of improvements to the Leaky Acres Ground Water Recharge Facility located on the northeast quadrant of Ashlan Avenue and State Route 168. These im provements will a llow for operational flexibility and improve recharge capacity with the goal of appr oaching historic rates of recharge. Key design elements fo r the improvement project in clude, but ar e not limited to:

1. Updating the existing Capi tal Infrastructure Plan

2. Topographic Surveys at each basin

3. Environmental IS/MND

4. Design Plans and Engineer’s Opinion of Probable Construction Costs (EOPCC) for Upgrades at the Schematic Design, Design Development, and Construction Document design levels.

5. Bidding Support Services
PART 1 –SCHEMATIC DESIGN PHASE (DISTRIBUTION & INTAKE FACILITIES) Schematic Plan Development
The work involves review of the Leaky Acres Groundwater Recharge Facility Master Plan and associated Capital Infrastructure Plan. The design under this phase will include the distribution pipelines and any structures directly connected to them, including the turnouts to each basin, and intake facilities. Work will include:

1. Update the current in frastructure plan.

2. After a revised plan has been approved by the City, gather data, plans, reports and other information that has bearing on the design of the planned improvements.

3. After reviewing the existing informa tion, develop a Design Criteria Report. a. This report will document the design parameters to be used as the basis of design of the project and include schematic design drawings of the project inlet facilities, distribution components, and their relative relationship. The City shall provide the desi gn HGL at the start of the existing inlet facilities and proposed distribution system to be used for the basis of the distribution system hydraulics.

4. At the conclusion of the development of the schematic plans, a quantity takeoff will be performed, and a preliminary estimate of probable construction costs will be estimated which will include inlet and distribution facilities.

CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

The following lists the tasks to be performed during this phase.

Project Management
This task includes the administrative ti me associated with managing the project, conversations and communications with the Cit y, administrative tasks, as well as meetings with the City to review an d discuss deliverables and the City’s comments/feedback on them.

Initial Site Meeting
Hold a site visit with the City and Consultant to ensure that all staff have had a chance to view the existing site conditions, identify constraints and project limits, and agree upon the proposed components and facilities to be included and designed.

During the Initial Sight Meeting with the City, the following items shall be discussed:

1. Staff and Consultant introductions.

2. Site conditions

3. Project constraints and limitations

4. Proposed components and facilities to be included and designed

5. Review project objectives, scope of services, schedule, and milestones Data Acquisition and Design Criteria Report
Consultant shall develop a Design Criteria Report (DCR) for review and approval by the City. Comments, redlines, and feedback from the City on Project deliverables will be compiled and consolidated by the City onto a single document. Included in this document would be items such as:

1. Design maximum and minimum flow rates

2. Design maximum and minimum serpentine/silt bay water levels

3. Calculate existing and design maximu m and minimum serpentine/silt bay water levels based on the HGL supplied by the City

4. Conceptual standardized dist ribution infrastructure

5. Conceptual infrastructure for intake facilities

6. Assumed basin settling rates

7. Maximum flow velocities through pipelines and into basins

8. Design parameters for intake facilities

9. Establish future operations, control and communication protocols for distribution facilities

10. Establish future operations, contro l and communication protocols for intake facilities

11. Identify future electrical and/or solar requirements for distribution facilities

12. Identify future electrical and/or so lar requirements for intake facilities Permitting
CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

The following items are expected to be included:

1. Preparation of an IS/MND.
a. The documents shall be prepared ut ilizing current CEQA guidelines. b. The environmental process shall be starte d as early as possible after the concept project has been developed.

2. Preparation of a Cultural Resources Records Search.

3. Up to two client m eetings with the City.

4. Up to two rounds of review of the administrative draft document, and edits to incorporate those comments.

Identify Survey Needs
Determination of extent of the topographic surveys to be per formed by the Consultant during Part 2 of the work.

Part 1 – Schematic Design Phase Deliverables:

1. Design Criteria Report, including a t abulation of Capital Infrastructure Plan components

2. Environmental IS/MND

3. Schematic design (inlet facilit ies and distribution facilities)

4. Conceptual Engineer’s Opinion of Probable Construction Costs (EOPCC) PART 2: DESIGN DEVELOPMENT PHASE (DISTRIBUTION FACILITIES ONLY) Upon completion of the Schematic Design Phase, the consultant will prepare design development site improvement plans and EOPCCs for the distribution facilities only. Work to be performed during this phase includes:

1. Advance schematic drawings of the distribution facilities only into a plan set. a. In general, these drawings will be plans and profiles showing locations of project distribution features.

2. Present Schematic Design and Design Deve lopment level plan sets and EOPCCs to the City for feedback and comments.
a. Feedback and comments will be incorporated into the final 60% plan submittal.

3. Provide outline of overall specif ications with the 60% submittal.

Project Management
This task includes the administrative ti me associated with managing the project, conversations and communications with the Cit y, administrative tasks, as well as meetings with the City to review an d discuss deliverables and the City’s comments/feedback on them.

Survey
Perform a topography survey only on the subject property. The survey will use the same datums used for previous surveys by the City. Due to the proximity to the airport, the use CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

of a drone to collect topography and LiDAR data will not be possible. Quads will be used to collect existing grade data and only the tops and toes of existing levees will be collected (extensive data on the basin floors will not be collected). The survey sites will include the planned locations of the distribution facilities.

Design Engineering
Utilize the DCR and initiate the design of the di stribution facilities. Overflow structures from the sedimentation basins will flow into pipelines to divert water to the recharge basins with an independent outlet into each basin that will allow for flow control as well as monitoring of water levels in each basin. In the future, data from these monitoring points could be connected back to a central source allowing for both remo te operation of the valves and recordation of water levels at least daily. The improvements being designed will be manually operated and controlled but wil l be capable of future automation using the City’s existing SCADA system. Flow measurement at each basin delivery point will not be included at this time.

The site features are thought to consist of:

1. Two (2) new transmission pipeli nes with turnouts to each basin

2. Reconfigure Silt ation Bays 1 and 6

3. Extending Siltation Bay 19

4. Adding a pipeline with tur nouts from Siltation Bay 19 to Basins 20, 21, and 22 The work will include:

1. Geotechnical analysis

2. Hydraulic calculations

3. Structure design

4. EOPCC

5. Preparation of design plans, specifications, and bi d documents. a. The design submittals covered under this part will be submi tted at the 30% and 60% design levels. The 30% design submittal will include plans and EOPCC, while the 60% submittal will also include an out line of the specifications required.

Comments, redlines, and feedback from t he City on project de liverables will be compiled and consolidated by the City onto a single document.

Consultant will work with Enterprise Automation to ensure they have what they need to complete their scope of work and will en sure that the proposed improvements are consistent and compatible with the existing telemetry/SCADA system used by the City.

Work/facilities excluded from this scope includes any and all work within FID right-of-way, inlet and metering facilities, Basin 1 East Valve, Serpentine 6, and removal of basin levees (excluding siltation bays/serpentines).

Phase 2 – Design Development Phase (Distribution Facilities Only) Deliverables:

CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

1. Plan set at 30% and 60% design levels

2. Outline of Specifications at 60% design levels

3. 30% and 60% EOPCC

4. Geotechnical Report

5. Survey notes and results

6. Electronic copy of the draft ISR
PART 3: CONSTRUCTION DOCUMENT PHASE (DISTRIBUTION FACILITIES ONLY) Upon completion of the Design Development Phase, the consultant will prepare final site improvement plans. The final constructi on documents shall address all comments received during the Design Development Phase. Improvement plans will include construction documents, final technical specifications and table of contents, and final construction estimates. Work to be performed to be performed during this phase includes:

1. Complete the design plans for the distribut ion facilities with the necessary information to complete the bid package.
a. This includes adding notes, details, and other documentation to enable contractors to easily bid and build the facilities.

2. Prepare the specifications to be included in the bidding documents.

3. Compile the bid package.

Design Engineering and Permitting
This work includes advancing the specific work tasks to complete the design of the distribution facilities and preparing a bid package. The work will include completing:

1. Hydraulic calculations

2. Structure design

3. Preparation of the EOPCC
The design plans, specification documents, and the EOPCC will be prepared and provided for the City’s review at the Cons truction Document milestones. Comments, redlines, and feedback from the City on Project deliver ables will be compiled and consolidated by the City onto a single document.

Work will also include engineering assistance with final revisions, if any, for the ISR.

Phase 3 – Construction Document Phase (Distribution Facilities) Deliverables:

1. Plan set and specifications at 90% and 100% design level

2. Bid Package
PART
4: BIDDING PHASE
This phase includes assisting the City in obtaining bids. This includes responding to RFIs and drafting addenda, attending t he pre-bid meeting and bi d opening, and if requested CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit A

review and summary of the bid results.

Bidding Assistance
Responsive and timely bidding assistance is critical so that potential bidders understand the job and perceived risks as they review the construction documents. We have found that quickly responding to requests for in formation can help increase the number of bidders and keep costs down, especially in this very competitive construction environment.

Phase 4 – Support During Bidding Deliverables:

1. Submitting the Request for Bids to City’s preferred local publication

2. RFI responses and addenda

3. Attend pre-bid meeting

4. Attend bid opening

5. Bid evaluation
PART 5: CONSTRUCTION PHASE A ND GENERAL CONSTRUCTION CONTRACT

ADMINISTRATION
This Part is not included in this agreement. All efforts outlined in 1 (e) shall fall outside of this agreement, and will be addressed in a future amendment, if necessary. There will be no deliverables for Part 5.

COMPENSATION
Compensation of all services descri bed above will be based on a percentage of the completion. Fees will be billed monthly in accordance with the work completed.

Part 1 Schematic Design Phase (25.8%) $ 80,273
Part 2 Design Development Phase (42.4%) $ 131,546
Part 3 Construction Document Phase (25.6%) $ 79,408 Part 4 Bidding Phase (6.2%) $ 19,340
Part 5 Construction Phase and General Construction Contract Administration (0%)
$ -
Total Professional Service Fee $ 310,567

SCHEDULE
Part 1 Schematic Design Phase 75 Calendar Days
Part 2 Design Development Phase 120 Calendar Days Part 3 Construction Document Phase 90 Calendar Days
Part 4 Bidding Phase No defined duration
Part 5 Construction Phase and General Construction Contract Administration
Not included
CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit B

EXHIBIT B

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. The most current version of Insur ance 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 fo r “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equi pment), products and comp leted operations, and contractual liability (includi ng, without limitation, indemnity obligations under the Agreement) with limits of liability not less t han those set forth under “Minimum Limits of Insurance.”

2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability coverage ar ising out of the ownershi p, 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 Stat e of California and Employer’s Liability Insurance.

4. Professional Liabilit y (Errors and Omissions) insurance appropriate to Consultant’s profession.

MINIMUM LIMITS OF INSURANCE
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, (iv) $2,000,000 general ag gregate 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.

CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit B

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 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 po licy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers.

DEDUCTIBLES AND SELF-INSURED RETENTIONS
Consultant shall be responsible for paym ent of any deductibles contained in any insurance policy(ies) required herein and C onsultant shall also be responsible for payment of any self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City, its officers, officials, em ployees, agents, and volunteers are to be covered as additional insureds. Consultant shall establish additional insured status for the City under the General Liability policy for all ongoing and completed operations by use of endorsements providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.

2. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, em ployees, agents, and volunteers. Any available insurance proceeds in excess of the spec ified minimum limits and coverage shall be available to the Additional Insured.

3. Consultant’s insurance coverage sha ll be primary insurance with respect to the City, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Consultant’s insurance and shall not contribute with it. Consultant shall establish primary and non-contributory status on the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides primary and noncontributory status as broad as that contained in ISO Form CG 20 01 04 13.

4. All policies of insurance shall c ontain, or be endorsed to contain, the following provision: Consultant and its insurer shall waive any right of subrogation against City, its officers, officials, employees, agents and volunteers.

5. All policies of insurance required herein shall be endorsed to provide that CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit B

the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar da ys written notice by certified mail, return receipt requested, has been given to City. Consultant is also res ponsible 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, Consultant shall furnish City with a new certificate and applicable endorsements for such policy(ies).

In the event any policy is due to expire during the work to be performed for City, Consultant shall provide a new certificat e, and applicable endo rsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

6. Should any of the requi red policies provide that the defense costs are paid within the Limits of Liability, thereby reduci ng the available limits by any defense costs, then the requirement for the Limits of Liabilit y of these polices will be twice the above stated limits.

7. The fact that insurance is obtain ed by Consultant shall not be deemed to release or diminish the liabilit y of Consultant, including, without limitation, liability under the indemnity provisions of this Agreemen t. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Consultant, its principals, o fficers, agents, employees, persons under the supervision of Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.

CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form:

1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Consultant.

2. Insurance must be maintained and evi dence of insurance must be provided for at least five (5) 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 Consultant, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.

4. A copy of the claims reporting requi rements must be submitted to City for review.

5. These requirements shall surviv e expiration or termination of the Agreement.

VERIFICATION OF COVERAGE
Consultant shall furnish City with all certificate(s) and applicable endorsements effecting CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit B

coverage required hereunder. A ll certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non- ISO endorsements amending policy coverage shall be executed by a licens ed and authorized agent or broker. Upon request of City, Consultant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including al l endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.

SUBCONTRACTORS
If Consultant subcontracts any or all of the services to be performed under this Agreement, Consultant shall require, at t he discretion of the City Risk Manager or designee, subcontractor(s) to enter into a separate side agreem ent with the City to provide required indemnification and insu rance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no side agreement is required, Consultant shall r equire and verify that subcontractors maintain insurance meeting all the requirements stated herein and Consultant s hall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Consultant, and City, prior to commencement of any work by the subcontractor.

CPD-S Eng. CSA, Long Form T&M (06-2024)
Exhibit C

EXHIBIT C

DISCLOSURE OF CONFLICT OF INTEREST
The Leaky Acres Groundwater Recharge
Facility P
roject
YES* N
O
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

City, State, Zip
☐ Additional page(s) attached.
8-21-2024
Provost & Pritchard Consulting Group
455 W. Fir Ave.

Clovis, CA 93611
Jeffrey Dorn
Provost & Pritchard
provides engineering and consulting
services for public and private clients
that do business with the City.

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