DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 28 Exhibit A AGREEMENTCITY OF FRESNO, CALIFORNIACONSULTANT SERVICES THIS AGREEMENT (Agreement) is made and entered into effective _________________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and BLACK & VEATCH CORPORATION, a Delaware corporation (Consultant). RECITALS WHEREAS, the City desires to obtain professional consulting services for AWIA Recertification and Emergency Preparedness and Security Program Support (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a professional consulting company for emergency preparedness and security support and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; andWHEREAS, 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. The Consultant shall perform to the satisfaction of the City the services described in EXHIBIT A, including all work incidental to, or necessary to perform, such services even though not specifically described in EXHIBIT A. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or June 30, 2028, subject to any earlier termination in accordance with this Agreement. The City, in its sole discretion, may extend the term for two one-year terms. Any extension shall be provided by written amendment executed by both parties. The services of the Consultant as described in EXHIBIT Aare to commence upon the City’s issuance of a written “Notice to Proceed.” Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within 1,114 consecutive calendar days from such authorization to proceed.3. Compensation. (a) The Consultant’s sole compensation for satisfactory performance of DPU-S Eng. CSA, Short Form T&M (07-2024) Page 2 of 28 Exhibit A all services required or rendered pursuant to this Agreement shall be a total fee not to exceed five hundred ninety-seven thousand dollars ($597,000), 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 the City business. The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense.(c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies and Force Majeure. (a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any 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 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 of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the Consultant, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this DPU-S Eng. CSA, Short Form T&M (07-2024) Page 3 of 28 Exhibit A Agreement for default, such termination shall be deemed a termination for convenience.(e) The Consultant shall provide the City with adequate written assurances of future performance, upon Director’s request, in the event the Consultantfails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director, 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 Director, or designee, of the cessation of such occurrence. 5. Confidential Information, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the 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 by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings 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 Consultant. The Consultant grants the Citya 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 verificationby 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.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 28 Exhibit A (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 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.7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, Consultant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to 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 Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement.If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.This section shall survive termination or expiration of this Agreement. 8. Insurance.(a) Throughout the life of this 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, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payments due, or that become due, to the Consultant shall be withheld until insurance is in compliance with the requirements. Any failure to maintain the required DPU-S Eng. CSA, Short Form T&M (07-2024) Page 5 of 28 Exhibit A 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 insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. 9. Conflict of Interest and Non-Solicitation.(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement.(b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) 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 that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or DPU-S Eng. CSA, Short Form T&M (07-2024) Page 6 of 28 Exhibit A 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 access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.(d) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (e) 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. (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 Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing.(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 expiration or termination of this Agreement. 10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the 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 (a) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, DPU-S Eng. CSA, Short Form T&M (07-2024) Page 7 of 28 Exhibit A shall be effective only if signed by the Director, or designee.(b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or 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 litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultantshould 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) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) 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 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 the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows: (a) The Consultant will comply with all applicable laws and regulations 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, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the DPU-S Eng. CSA, Short Form T&M (07-2024) Page 8 of 28 Exhibit A 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, sexual 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, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the 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 collective 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 Consultantis 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 to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof.(b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in DPU-S Eng. CSA, Short Form T&M (07-2024) Page 9 of 28 Exhibit A this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.(c) Because of its status as an independent contractor, the Consultantand its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement,the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits,and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by 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 confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees,and representatives.16. Assignment.(a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.17. Compliance With Law. In 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, DPU-S Eng. CSA, Short Form T&M (07-2024) Page 10 of 28 Exhibit A 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.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.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 11 of 28 Exhibit A
27. No Third Party Beneficiaries. The rights, interests, duties and obligationsdefined 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 represents 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 instrument duly authorized and executed by both the City and the Consultant. 29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on next page.] DPU-S Eng. CSA, Short Form T&M (07-2024) Page 12 of 28 Exhibit A 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, PLSDirector of Public UtilitiesDepartment of Public Utilities No signature of City Attorney required. Standard Document #DPU-S Engineering CSA, Short Form T&M (07-2024) has been used without modification, as certified by the undersigned. By: Debbie KhounsavathPlanner II ATTEST:TODD STERMER, MMCCity Clerk By: DateDeputy BLACK & VEATCH CORPORATION,A Delaware 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 FresnoDepartment of Public UtilitiesAttention: Debbie Khounsavath Planner II 1626 E. Street Fresno, CA 93703Phone: (559) 621-1624Email: [email protected] CONSULTANT: Black & Veatch CorporationAttention: Ashu Shirolkar, PE Project Manager 10995 Gold Center Dr., Suite 100 Rancho Cordova, CA 95670 Phone: (916) 858-2423 Email: [email protected] Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 28 Exhibit A EXHIBIT ASCOPE OF SERVICES Consultant Service Agreement between City of Fresno (City)and Black & Veatch Corporation (Consultant)The following outlines Black & Veatch’s Scope of Services is to provide professional services for the Department of Public Utilities (DPU) America’s Water Infrastructure Act (AWIA) Recertification, Emergency Preparedness, and Security Program Support Project. Due to the sensitive nature of the project, its content, and associated security risks, the Consultant is prohibited from utilizing Artificial Intelligence (AI) technologies or tools in the execution of this project. Prior to data collection and review, the Consultant shall execute a Non-Disclosure Agreement (NDA). The City will provide the Consultant with access to the data and materials in accordance with applicable City policies. The Consultant will support the City as detailed below. PHASE 1—REGULATORY COMPLIANCE AND IMPLEMENTATION ROADMAP Task 1: Project Management This task will be used to effectively and efficiently manage the project to completion. The following activities are included in this task: 1. Prepare a project management plan (PMP) that describes the project management activities that will be performed to deliver the project. The PMP will include, at a minimum, team member roles and responsibilities, the project scope and schedule, communication plan, document and data management plan, the quality management plan, risk management plan, and invoicing and progress reporting procedures and any additional recommended PMP elements. 2. Prepare for and conduct a kickoff meeting that reviews the PMP and clarifies the project vision and scope of work. Consultant will prepare and distribute the kickoff meeting summary. 3. In partnership with the City, Consultant will develop the data and document management structure that will be used to collect, distribute, collaborate, and archive documents and data. The City will create and host the file sharing site via Teams. 4. Prepare for and conduct monthly progress meetings. Meetings will be a mix of virtual and in-person, and in-person meetings will be conducted quarterly, at a minimum. Consultant will prepare and distribute meeting summaries that include, at a minimum, tools to track action items, decisions, meetings, and deliverables. 5. Prepare and submit monthly invoices and progress reports. Progress reports will include scope, schedule, and budget status, and any risks the parties should be managing. Assumptions: Task 1 – Project Management DPU-S Eng. CSA, Short Form T&M (07-2024) Page 2 of 28 Exhibit A
1.Project kickoff meeting will be for two hours and attended by four representatives designated by the Consultant.2. The monthly progress meetings are covered under other tasks under Phase 1. 3. All meeting minutes and supporting documentation will be submitted electronically in PDF format.4. The following logs will be maintained:a. Action Item Log b.Decision Logc.Trend Register for Out-of-Scope Items5.It is assumed that data and document structure will meet City’s IT and security requirements pertaining to data sharing, storage and production of deliverables. These requirements will need to be confirmed with DPU so the effort associated with document management structure can be firmly established at the onset. For budgeting purposes, 16 hours of Engineer’s time is included in the budget. 6. Monthly invoices will be submitted with a progress report and transmitted to DPU in electronic format (PDF).Deliverables: 1. Draft and Final Project Management Plan (PDF Format)2. Kickoff Meeting - Agenda and Meeting Summary (PDF Format) 3. Monthly Progress Meetings (PDF Format and MS Excel)4. Meeting Summary a. Action Item Log b. Decision Log c. Deliverable Log 5. Monthly Invoices and Progress Reports with Schedule and Budget Status Updates (PDF Format) Task 2: Data Collection and Review To meet the Risk and Resilience Assessment (RRA) recertification deadline, the City will review and recertify its current RRA by March 31, 2025. The Consultant will support the City to recertify the 2025 Emergency Response Plan (ERP) by the September 30, 2025 deadline. A secondary goal of this task is for Consultant to review the RRA and recommend any improvements or changes that may need to be made to align with the City’s broader emergency preparedness strategies and goals. The RRA and ERP will include both physical and cyber security threats. The following activities will be used to complete this task: 1. Prepare a data request that identifies documents and data needed to complete the 2025 recertifications. Identify the analysis tools and establish the analysis framework that will be utilized during the RRA and ERP recertification process.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 3 of 28 Exhibit A Maintain a data and documents log to track information utilized to complete the project. 2. Perform a site visit to representative sites with a focus on physical security risks, vulnerabilities, and countermeasures currently in place. For physical security, the site visit will include critical sites agreed to by the City and BV, which includes but is not limited to well locations, water treatment plants, administrative offices, facilities operating critical IT or OT networks, and others. During this site visit, BV will meet with representatives available from the DPU and other City stakeholders as well as other stakeholders that may have additional background on risks, vulnerabilities, and current services being rendered to DPU facilities. In addition to live interviews, BV will also utilize this visit to examine documents only available at City Hall or DPU facilities. For cybersecurity, the site visit will include the four (4) DPU SCADA systems, treatment plants, and a representative sampling of remote sites as determined by DPU. The level of effort assumes that the visit could require up to five days to complete for one (1) SME for cybersecurity and physical security data collection. The physical security site visits assume 2 treatment facilities and up to 10 well sites. Cybersecurity site visits will assume 2 days will be spent for review of SCADA system network. 3. Review the 2020 ERP and identify any gaps or improvements needed to complete the recertification process. Assumptions: Task 2 – Data Collection and Review 1. The following data will be requested:a. 2020 RRA and 2020 ERP AWIA assessmentb. Current security policies and procedures c. Current security standards and guidelinesd. Listing of significant security upgrades since 2020. e. Current security reporting goalsf. Previous Vulnerability Assessments (NDA disclosure must be signed, and Consultant is required to view these records at City Hall) g. Current staffing resources and operational schedules h.Previous risks assessment studies i.Contracts, documentation and MOUs j.Previous security Audits and findingsk.Law enforcement response reports for past 3 years l.Reports and documentation to security issues2. Cybersecurity data request will include the following: a. Prior and any ongoing Cybersecurity assessments (e.g. DHS Cyber Assessment, AWIA).b.Existing SCADA network segmentation project details.c. SCADA site inventory – A basic listing of sites and their function that DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 28 Exhibit A use IP- and/or serial-based communication.d. SCADA network inventory – A basic listing of local area networks (network address and subnet mask) used at the sites above and their locations/function/purpose. e. SCADA asset inventory – A listing of devices that directly use or support IP- and/or serial-based communication along with location/network/vendor/product info. f. SCADA network drawings – Point-to-point network connection diagrams (IP and serial, wired and wireless, other). g. SCADA Master Plan. h. List of OT Systems / Assets - Per City direction, IT assets will not be evaluated as part of this project. However, a review of the segmentation of the networks supporting these systems in relation to SCADA networks will be required. i. Existing cyber/SCADA policies. 3. Physical and Electronic Security scope assumptions: a. The City and BV will finalize facilities to be evaluated at least 10 business days prior to on-site visits.b. The City will make available previous security assessments performed by internal or external entities. c. The City will ensure availability of relevant City personnel and access for site visits. d. The City will coordinate meetings with City, Vendor, and other Security Consultants who are currently or previously engaged in physical and electronic security analyses.e. The City will be able to provide additional clarity over what is in full control of Fresno DPU and what is owned by other City entities and stakeholders. f. Reviewswill be centered around AWWA, NIST, National Critical Infrastructure requirements, and industry standards.Deliverables: 1. Data Request Log (MS Excel spreadsheet format)2. Physical Security Site Visit and Data Gathering Report (PDF Format)3. Cybersecurity Site Visit and Data Gathering Report (PDF Format)Task 3: 2025 Risk and Resilience AssessmentTo meet the Risk and Resilience Assessment (RRA) recertification deadline, the City will review and recertify its current RRA by March 31, 2025. Consultant will be responsible for enhancing the RRA after the deadline, and before the 2025 ERP recertification deadline, to close any gaps or make any enhancements identified in Task 2. The following activities will be used to complete this task:
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 5 of 28 Exhibit A
1. Provide a gap analysis of DPU’s progress against meeting specific RRA requirements. Consultant will consider relevant American Water Works Association, American National Standards Institute, National Institute of Standards and Technology, and Federal Emergency Management Agency, as well as other relevant and authoritative reference documents in the development and preparation of the assessment. The results and additional enhancements or changes that could be made to evolve the RRA after the recertification deadline will be included in a chapter titled “2025 RRA Review” and will be included as part of the RRA TM.2. Assist the City in prioritizing the identified changes in preparation for the 2030 assessment update. The assessment update will consider risks to the system (malevolent, natural hazards, operational, environmental) that are not natural hazards, financial, and community, and resilience factors. Prepare for and conduct workshops as identified in the assumptions below to review and discuss recommendations for reducing risk as well as strategies for enhancing system resilience, and to discuss any improvements recommended for the RRA.3. Prepare a Draft RRA and submit it to the City for review. Prepare for and facilitate a draft RRA review workshop to review City comments and edits. Prepare and submit ten hard copies and a digital version in pdf format. City comments will be collated and provided digitally. 4. Finalize the RRA based on City comments and submit ten hard copies and a digital version in pdf format. 5. Prepare a draft and final Physical and Electronic Security Mitigation Report detailing options to mitigate vulnerabilities identified within the Physical Security Site Visit and Data Gathering Report. Recommendations will be accompanied by estimated implementation cost and time to substantially complete. Mitigation recommendations will be prioritized by anticipated benefit-cost ratio based on discussions with the City. Any City-supplied countermeasures will be compared to BV developed countermeasures to help establish alternatives and priority. Any conflicting countermeasures will be discussed in the report. Cost estimating will be completed in accordance with an ASCE Class 5 (planning-level) cost estimating methodology and based on industry standard experience. (PDF format) Assumptions: Task 3 - 2025 Risk and Resilience Assessment The following workshops will be held:1. Draft RRA Review Workshop – Virtual workshop up to two hours attended bythree representatives designated by the Consultant to review City comments. 2. SCADA Cybersecurity Assessment Initiation Workshop – virtual meetings attended by three Consultant staff. The level of effort assumes that meetings could require up to 4 hours to complete. 3. SCADA Cybersecurity “Zones and Conduits” Drawing Creation Workshop – 2-hour virtual meeting attended by two Consultant staff.
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4. SCADA Cybersecurity Assessment Workshop – Up to four (4) 4-hour virtual meetings attended by two Consultant staff. Note that non-SCADA systems are out of scope. The level of effort assumes one (1) 4-hour workshop for each of the four SCADA systems.5. Two additional meetings/workshops – Virtual meetings of two hours each attended by two consultant staff to discuss topics related to assessment (e.g.,natural hazards, consequence and vulnerability assessment)6. RRA Results Workshop – Virtual workshop of two hours attended by three people to review City comments. 7. Meeting agenda and minutes will be distributed electronically. 8. Physical and Electronic Security Mitigation Report Workshop – Virtual workshop up to two hours to discuss questions the City has regarding what is presented in the draft report. The outcome of the workshop will produce an action plan to update the draft report prior to final submission to the City. 1. Once information is collected and processed and project stakeholders are aligned, Consultant will work with DPU staff to collaboratively develop a layer-3 or “Zones and Conduits” drawing (inspired by ISA/IEC 62443) to illustrate your SCADA network-to-network connectivity and SCADA high-level network-to-network application data flows. 2. Consultant will use the EPA’s Water Cybersecurity Assessment Tool (WCAT) to assess the City’s SCADA networks. This proposal assumes an assessment and recommendations related to the controls in these assessment standards will reduce cybersecurity risk to a level acceptable to DPU. Cyber Assessment is contingent on the completion of the SCADA segregation project. 3. Consultant will use an Excel spreadsheet to facilitate and document the results of the workshops needed to complete the cybersecurity assessments. The status ofthe controls (i.e., countermeasures) in the assessment tools will be recorded along with notes as needed to clarify answers provided by DPU. The assessments will be performed prior to strategy and roadmap initiatives. 4. The assessment will be documented as a chapter in the RRA update. 5. All cybersecurity work relates to the OT (SCADA) network. 6. The cybersecurity assessment will use an interview-based desktop approach involving DPU SCADA subject matter experts. Consultant will be required to field-verify information and assessment answers provided by DPU. 7. DPU will provide existing documentation in its current form and will provide the documentation for use by Consultant. 8. DPU will make staff available when requested by Consultant that are knowledgeable about the operation and technical aspects of the IT and OT (SCADA) networks and systems.9. Cybersecurity will address four (4) SCADA system solutions on-prem at treatment facilities. The OT (SCADA) systems do not involve solutions based on ZTNA, SD-WAN, SDA, or pLTE.
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10.The J100 methodology does a good job assessing physical assets for security risks, but it typically filters out any common water sector cybersecurity best practices that Consultant feels strongly are in DPU’s best interest to evaluate. The WCAT will be used exclusively for cybersecurity assessment of SCADA.Deliverables: 1. RRA Review Workshop Agenda, Slides and Workshop Summary; including discussions, decisions and action items. (PDF Format)2. Natural Hazards, Consequences and Vulnerability Assessment Workshops (2) Agenda, Slides and Workshop Summary; including discussions, decisions and action items. (PDF Format)3. Cybersecurity Initiation Workshop Agenda, Slides and Workshop Summary; including discussions, decisions and action items. (PDF Format)4. Cybersecurity “Zones and Conduit” Drawing depicting SCADA network connectivity with other SCADA networks, SCADA remote sites, and also non-SCADA networks. 5. Water Cybersecurity Assessment Tool (WCAT) workbook with control statuses recorded based on DPU SCADA, IT, Operations, Maintenance, and Engineering SME input and notes to support the answers provided (MS Excel and PDF Format). 6. RRA Results Workshop Agenda, Slides and Workshop Summary; including discussions, decisions and action items. (PDF Format)7. Physical Security Vulnerability and Risk Analysis & Mitigation Methods technical memo (PDF Format)8. Draft and Final RRA TM (PDF Format and 10 hard copies of Draft and Final) Task 4: 2025 Emergency Response Plan Preparation and CertificationThis task will be used to update DPU’s ERP, and to certify and submit it to EPA by or before the September 30, 2025 deadline.The following activities will be used to complete this task: 1. Review DPU’s ERP documentation and identify gaps against AWIA requirements and RRA findings. Findings will be documented in a checklist and will be incorporated as a chapter in the updated ERP. 2. Prepare for and conduct a workshop to review and discuss recommendations for any improvements or enhancements to the ERP. 3. Conduct two virtual meetings to solicit input on the specific ERP updates. 4. Update DPU’s ERP documentation based on the results of the tasks above and in compliance with AWIA requirements. Prepare a Draft ERP and submit it to the City for review.5. Facilitate one workshop to discuss City comments and edits.6. Finalize the ERP based on City comments and submit ten (10) hard copies and adigital version in pdf format. City comments will be collated and provided digitally.
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7. Submit the ERP certification on behalf of the City to the EPA by or before the September 30, 2025 deadline.Assumptions:Task 4 – 2025 Emergency Response Plan Preparation and Certification 1. The following workshops will be held: a. 2020 ERP Documentation Review – 2-hour virtual meeting attended by two Consultant staff. b. Two meetings – Virtual meetings of one hour each attended by two people to discuss topics related to assessment (e.g., cybersecurity, physical security, emergency contact, emergencyresponse authority and responsibility) c. Draft ERP review workshop – Virtual 2-hour workshop attended by three people to review City comments.d. Meeting agenda and minutes will be distributed electronically.2. Consultant will work with DPU staff to establish a process for closing the gaps and agree on responsibilities for updating and closing each gap. A finalized checklist will document decisions made and track the individuals responsible for closing each gap in the ERP development. 3. DPU will share emergency response planning related documents. 4. DPU will provide the current ERP in Word format to allow for updates. 5. It is assumed that the ERP contact information will be up to date. Deliverables: 1. ERP Documentation Review Meeting Agenda and Meeting Summary (PDF Format) 2. Meetings (2), Meeting Summary (PDF Format) Draft ERP Workshop Agenda, Slides and Workshop Summary (PDF Format) 3. Draft and Final ERP (PDF Format and 10 hard copies) Task 5: Implementation Roadmap This task will be used to develop a strategic plan and implementation roadmap to optimize DPU’s emergency preparedness, continuity of operations, and security programs. The following tasks represents Consultant’s approach and recommendations for cost-effective preparation of the strategic plan and roadmap. Consultant will work with the City to develop recommendations in an efficient manner, with a phasing strategy that is in alignment with City staff availability to engage with development of the implementation roadmap. The following activities will be used to complete this task: 1. Prepare for and facilitate a workshop to gather information and assess DPU’s capability maturity across emergency preparedness, continuity of operations, and DPU-S Eng. CSA, Short Form T&M (07-2024) Page 9 of 28 Exhibit A physical and cyber security practices and programs.2. Compare DPU’s capability maturity against best practice and identify short (first year), medium (years two and three), and long-term (years three through five) goals and objectives for increasing capability maturity. 3. Recommend an organizational strategy and structure that could be used to implement and foster a workplace culture that places a high level of importance on emergency preparedness, continuity of operations, and security. 4. Recommend and conduct one desktop and one functional exercise, the format and timing of the exercise, and the goals and objectives of each. 5. Conduct up to two additional workshops to review the results of this task that will feed into the strategic plan and implementation roadmap.6. Recommend budget allocations to be included in DPU’s capital and operating budgets for implementation.7. Prepare a draft implementation roadmap and submit it to DPU for review. Prepare for and facilitate a workshop to review City comments and edits. Prepare and submit ten (10) hard copies and a digital version in pdf format. City comments will be collated and provided digitally. 8. Finalize the implementation roadmap and submit ten (10) hard copies and a digital version in pdf format. 9. The implementation roadmap outline will consist of the following sections: a. Introduction b. Purpose and Objectives c. Data Review d. Maturity Assessment and Gap Analysis e. Organizational Culture Assessment f. Goals Definition g. Industry Standards and Benchmarking h. Guidelines and Standardization Review i. Improvements and CIP Planning j. Implementation Planning k. Appendices i. Workshop and Meeting Minutes ii. Planning Level Cost Estimate Assumptions: Task 5 - Analysis and Implementation Roadmap 1. The following workshops will be held: a. Maturity Assessment Workshop – In person meeting attended by two people. It is assumed that this workshop will include interviewing stakeholders and discussing unmet needs as well as lessons learnt. The workshop will be conducted after review of the information received from the DPU. b. Physical and Electronic Security Workshop – Virtual workshop attended by 2 people to review pump station and well site assessments and recommend solutions.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 10 of 28 Exhibit A c. Organization Culture/Leadership Visioning Meeting – This will be an in person 4-hour meeting attended by two people with the DPU leaders to define and understand the vision and desired future state of the organization. d. Industry Benchmarking Meetings (2) – Two 1-hour virtual meetings attended by three people to discuss industry trends and establish benchmarking for roadmap development e. Guidelines and Standardization Meetings (2) -Two 1-hour virtual meetings attended by four people to discuss requirements and guidelines for emergency preparedness, shortlisting of security upgrades options.f. CIP Planning Meetings (2) – two 2-hour virtual meetings attended by four people to review and finalize improvements, planning level costs, staffing needs, and phased approach to implementation. g. Staffing Resource Needs and Training Meetings (2) – Two 2-hour virtual meetings attended by two people to discuss the staffing needs and a long-term training program to fill resource training gaps. h. Draft Roadmap Review Workshop – In person 4-hour workshop attended by two people to review City comments. i. Meeting agenda and minutes will be distributed electronically. Deliverables: 2. Maturity Assessment Workshop Slides, Agenda and Workshop Summary (PDF Format) 3. Physical and Electronic Security Workshop Slides, Agenda and Workshop Summary (PDF Format) 4. Organization Culture/Leadership Visioning Workshop Slides, Agenda and Workshop Summary (PDF Format) 5. Organization Culture/Leadership Visioning Current State Definition and Strategy Recommendation Memorandum (PDF Format) 6. Industry Benchmarking Workshops (2) Slides, Agenda and Workshop Summaries (PDF Format) 7. Guidelines and Standardization Meetings (2) Slides, Agenda and Workshop Summaries (PDF Format) 8. CIP Planning Meetings (2) Slides, Agenda and Meeting Summaries (PDF Format) 9. Staffing Resource Needs and Training Meetings (2) Slides, Agenda and Meeting Summaries (PDF Format) 10. Draft Roadmap Review Workshop Slides, Agenda and Workshop Summaries (PDF Format) 11. Draft and Final Implementation Roadmap (PDF Format and 10 hard copies) DPU-S Eng. CSA, Short Form T&M (07-2024) Page 11 of 28 Exhibit A SCHEDULE OF FEESHourly RateProject Manager $390Roadmap Lead $319Administrative Staff $141Controls $168Accounting $138AWIA Lead $328Roadmap Development $229Cybersecurity $313Physical Security $371QA/QC Cybersecurity $370Emergency Response/Training Lead $203Physical and Electronic Security $214Assessment Lead $218Assessment Support $153Natural Hazards $273Change Management $379Structure and Staffing Review $390Engineer Level 4 $201Other Expenses: Travel and miscellaneous expenses are illustrated in the fee estimate sheet Consultant provided to the City.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 4 Exhibit B EXHIBIT BINSURANCE REQUIREMENTSConsultant Service Agreement between City of Fresno (City) and Black & Veatch (Consultant) AWIA Recertification and Emergency Preparedness and Security Program Support MINIMUM SCOPE OF INSURANCECoverage shall be at least as broad as:1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without 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 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 Consultant’sprofession. 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 the 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 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.
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3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.4. EMPLOYER’S LIABILITY:(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit. 5. PROFESSIONAL LIABILITY (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCEIn the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:1. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Consultant shall establish additional insured status for the Cityunder 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 the City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. Consultant’s insurance coverage shall 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 the Consultant’s insurance and shall not contribute with it. The 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 non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.
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4. All policies of insurance shall contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against theCity, its officers, officials, employees, agents, and volunteers.5. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar days written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also responsible for providing written notice to the City under the same terms and 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 for the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy. 6. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits. 7. The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the 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 under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. CLAIMS-MADE POLICIES If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant.2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the 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-year discovery period. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by the Consultant, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. These requirements shall survive expiration or termination of the Agreement.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 4 Exhibit B VERIFICATION OF COVERAGEthe Consultant shall furnish 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 City’sexecution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of 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. 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 City Risk Manager or designee. If no side agreement is required, the Consultant shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and the Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with the Consultant, and City, prior to commencement of any work by the subcontractor.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 1 Exhibit C EXHIBIT CDISCLOSURE OF CONFLICT OF INTERESTAWIA Recertification and Emergency Preparedness and Security Program SupportYES* 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)