26-26 First Amendment to the Agreement-Krazan Engineering Inc.pdf

______________
________

AGREEMENT

CITY OF FRESNO, CALIFORNIA

CONSULTANT SERVICES
This Agreement is made and entered into effective on
and between the CITY OF FRESNO, a California municipal corporation KRAZAN & ASSOCIATES, INC, a California corporation ( Consultant).

RECITALS
by
City), and
WHEREAS, the City desiresto obtainprofessionalon -call Testingand Inspection services for the Public Works Capital Improvement Program (Program); and WHEREAS, the Consultant is engaged in the business of furnishing services as a Licensed Professional Engineer and hereby represents that it desires to and is professionallyandlegallycapableofperformingtheservicescalledforbythisAgreement; and
WHEREAS, the City has conducteda qualification -basedselectionprocessto obtain multipleprofessionallaboratory/engineeringfirmstobecontractedonanon -callbasisfor services, as definedby this Agreement, thatareto be awardedTaskOrderworkon a competitivebasispertheselectioncriteriadefinedhereinandsolicitedtothecontracted Consultants; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirementsofFresnoMunicipalCodeSection4-107andAdministrativeOrderNo. 6-19; and
WHEREAS, this Agreement will be administered for the City by its Public Works Director Director) or designee.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promiseshereinaftercontainedto be kept and performedby the respectiveparties, 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, suchserviceseventhoughnotspecificallydescribedinExhibitA.

2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force andeffectforFIVEyears, subjecttoanyearlierterminationinaccordancewiththis Agreement. The City, in its discretion, mayextendthe Agreementfor up to five additionalone-yearterms. TheContractAdministratorshallhavetheauthorityto execute an extension of this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the City's issuance of a written Notice to Proceed." A separate Notice to Proceed will be issued for each of the awarded Task Orders, following the Consultants successfulsubmission of a Proposal, which shall be awarded based on the competitive criteria defined herein.

City may, at its discretion, issue concurrent Notices to Proceed, allowing Consultant to perform concurrent Task Orders. By entry into this Agreement and DPW-S FHWA Eng On -Call, T&M - Multiple (04-2022)
upon City' s issuance of a written " Notice to Proceed," City contracts for the services in the specific Task Order. Consultant shall not perform any other Task Order work of the Agreement, and this Agreement shall not be a contract for any other Task Order, until further performance is authorized by City's issuance of a written " Notice to Proceed." It shall, however, remain Consultant' s offer to perform all services described herein. In the event Consultant performs services without City' s prior written authorization, Consultant will not be entitled to compensation for such services. Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within the agreed upon duration for each individual Task Order from such authorization to proceed.
1 Compensation.
a) The Consultant will be reimbursed for hours worked at the hourly rates specified in the Consultant' s approved Cost Proposal as described in Exhibit A, Schedule of Fees. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. The Consultant will be reimbursed within thirty days upon receipt by the City' s Contract Administrator of itemized invoices in duplicate.
b) In addition, the Consultant will be reimbursed for incurred ( actual) direct costs other than salary costs that are in the approved Cost Proposal of the authorized Task Order.
c) Specific projects will be awarded to the Consultant through issuance of Task Orders.
d) After a project to be performed under this Agreement is identified by the City, the City will prepare a Miniature Request for Proposal ( Mini- RFP) for the specific Task Order. A Mini- RFP will identify the scope of services, expected results, project deliverables and will designate a City Coordinator.

The Mini- RFP will be solicited to the contracted Consultant' s for review.

Evaluation criteria will be included in each solicitation. The Mini- RFP will contain evaluation criteria that will identify the most qualified firm for each task.

The evaluation criteria may include:

O Availability of Personnel,
o Staff Capabilities,
o Completion Schedule,
o Experience of Consultant or Sub - Consultant
o Specialized Expertise
O Past Performance
e) The Consultant' s shall return a Proposal, excluding cost, and a draft Task Order, per Exhibit E attached hereto, within ten calendar days. f) Proposals will be evaluated and ranked based on the defined criteria within DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
the Mini- RFP.
g) Task order costwillbebasedon wage ratesestablishedin the Consultant's on -call contract, andthetime and deliverablerequirementsinthe taskorder h) Upon determination of the successful Proposal, City and selected Consultantwill negotiatethe CostProposalandfinalizetheTaskOrder. The finalizedTaskOrdershallbe signedby boththe City andthe selected Consultant. TheCityhastherightto moveonto thenextmostqualified Consultant if Cost Proposal is unagreeable to the City. i) Reimbursementfortransportationandsubsistencecostsshallnotexceed State rates.
j) ProgresspaymentsforeachTaskOrderwillbemademonthlyinarrears based on services provided and actual costs incurred.
k) TheConsultantshallnotcommenceperformanceofworkor servicesuntil thisAgreementhasbeenapprovedbytheCityandnotificationto proceed has been issuedbythe City's ContractAdministrator. No payment will be madepriorto approvalorforanyworkperformedpriorto approvalofthis Agreement.
1) A Task Orderisof noforceor effect untilreturnedto the Cityand signedby an authorized representative of the City. No expenditures are authorized onaprojectandworkshallnotcommenceuntilaTaskOrderforthatproject hasbeenexecutedbytheCityandawrittenNoticetoProceedisissued. m) The selectedConsultantwill be reimbursedwithinthirty days upon receipt by the City's ContractAdministratorof itemizedinvoicesin duplicate.

Separateinvoicesitemizingall costsare requiredfor all workperformed under each Task Order. Invoices shall be submittedno later than thirty calendardays after the performanceof work for which the selected Consultantis billing, oruponcompletionoftheTaskOrder. Invoicesshall detailthe work performedon each milestone, oneachprojectas applicable.

InvoicesshallfollowtheformatstipulatedfortheapprovedCostProposal and shall referencethis Agreement number, projecttitle and Task Order number. Creditsduethe City that includeanyequipmentpurchasedunder theprovisionsofArticleXIEquipmentPurchase, mustbereimbursedbythe ConsultantpriortotheexpirationorterminationofthisAgreement. Invoices shallbe mailedto theCity's ContractAdministratoratthefollowingaddress:

City of Fresno / Johnan Ruiz
1721 Van Ness Avenue
n) Theperiodof performanceforTaskOrdersshallbeinaccordancewith dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement.
o) ThetotalamountpayablebytheCityforanindividualTaskOrdershallnot exceedthe amountagreedto in the Task Order, unlessauthorizedby amendment.

DPW-S FHWA Eng On -Call, T&M - Multiple (04-2022)
p) Ifthe Consultantfails to satisfactorilycompletea deliverableaccordingto the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.
q) Task Orders may not be used to amend the language ( or the terms) of this Agreement or exceed the scope of work under this Agreement. r) The total amount payableby the City for all Task Orders resulting from under this Agreement shall not exceed $ 958, 000. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this Agreement through Task Orders.

4. Termination, Remedies and Force Maieure.
a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: ( i) the Consultants 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 City fiscal year of this Agreement, or insufficient funding for the Program; or ( iv) expiration of this Agreement. b) Immediately upon any termination or expiration of this Agreement, the Consultant shall ( i) immediately stop all work hereunder; ( ii) immediately cause any and all of its subcontractors to cease work; and ( iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination.

The Consultant shall not be paidfor any work or services performed or costs incurred which reasonably could have been avoided.
c)
In the eventof terminationdue to failureof the Consultantto 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 paymentimpairor prejudiceany 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 maybe availableto it underapplicablelawsofthe Stateof Californiaor any other applicable law; ( ii) proceed by appropriate court action to enforce the terms of the Agreement; and/ or ( iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
convenience.
e) The Consultantshallprovidethe City with adequatewritten assurancesof future performance, upon Director's request, in the event the Consultant fails to complywithanytermsor conditionsof thisAgreement. f) The Consultant shall be liable for default unless nonperformance is caused by an occurrencebeyondthe reasonablecontrolof the Consultantand without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractualcapacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultantshall notify Directorin writing as soon as it is reasonably possibleafter the commencementof any excusable delay, settingforththefull particularsin connectiontherewith, andshallremedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director of the cessation of such occurrence. g) Anynoticeof terminationsentto Consultantshallincludethereason(s) for such termination or state that it is without cause.

5. Confidential Information. Ownership of Documents and Copyright License. a) Any reports, information, or other data prepared or assembled by the Consultantpursuantto this Agreementshallnot be madeavailableto any individual or organization by the Consultant without the prior written approval of the City. Duringtheterm of thisAgreement, andthereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposesof this Agreementshall includeall proprietaryand 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. i. Permission granted to the Consultant to disclose information on one occasion shall not authorize the Consultant to further disclose such information or any other information or disseminate the same on any other occasion.
ii. The Consultant shall not comment publicly to the press or any other media regarding the Agreement or the City's actions on the same, excepttotheCity's personnelortheConsultant's personnelinvolved in the performanceof this Agreementat public hearingsor in response to questions from a Legislative committee.
iii. The Consultant shall not issue any news releases or any public relationsitemof any nature, whatsoever, regardingwork performed or to be performedunderthis Agreementwithoutprior reviewof the contents thereof by the City and receipt of the City's written DPW-S FHWA Eng. On -Call, T&M - Multiple (04-2022)
permission.
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, in any form whatsoever, 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 City a copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or projects of this Program, or in uncompleted form, without specific written verification by the Consultant will be at the City' s sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use.

In the event of the copyright of any reports or other products prepared under this Agreement by the Consultant or any
subcontractor, the Federal Highway Administration ( FHWA) shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes.
c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5. d) This Section 5 shall 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.
a) To the furthest extent allowed by law, including California Civil Code section 2782. 8, 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 DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
whether in contract, tort or strict liability, including but not limited to personalinjury, deathat anytime and propertydamage), and from any and all claims, demands and actions in law or equity ( including reasonable attorney'sfees, litigationexpensesandcosttoenforcethisagreement) that ariseoutof, pertainto, or relateto the negligence, recklessnessorwillful misconduct of Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement.
b) If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractorto indemnify, hold harmlessand defendCity and eachof its officers, officials, employees, agents, andvolunteersin accordancewiththe terms of the preceding paragraph.
c) This section shall survive termination or expiration of this Agreement.

8. Insurance.
a) Throughoutthe life of this Agreement, the Consultantshall pay for and maintaininfullforceandeffectall insuranceas requiredin Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admittedbytheCaliforniaInsuranceCommissioner to do business in the State of California and rated no less than "A-VII" in the Best's InsuranceRatingGuide, or (ii) as maybeauthorizedinwritingbythe City's RiskManageror designeeat anytimeandin its sole discretion. The requiredpoliciesofinsuranceasstatedinExhibitBshallmaintainlimitsof 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 Agreementor any extension, the
Consultantor any of its subcontractors/sub-consultantsfail to maintainany required insurance in full force and effect, all services and work under this Agreementshallbediscontinuedimmediately, andall paymentsdueorthat becomedue to the Consultantshall be withhelduntil notice is receivedby theCitythattherequiredinsurancehasbeenrestoredtofullforceandeffect andthatthepremiumsthereforehavebeenpaidfora periodsatisfactoryto the City. Anyfailureto maintainthe requiredinsuranceshallbesufficient cause for the City to terminate this Agreement. No action taken by the City pursuantto thissectionshallin anywayrelievethe Consultantof its responsibilities under this Agreement. The phrase " fail to maintain any requiredinsurance" shallinclude, withoutlimitation, notificationreceivedby the City that an insurer has commenced proceedings, or has had proceedingscommencedagainstit, indicatingthattheinsurerisinsolvent. c) The fact that insuranceis obtainedby the Consultantshall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liabilityunderthe indemnityprovisionsof this Agreement. The DPW-S FHWA Eng. On -Call, T&M - Multiple (04-2022)
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. d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor/ sub- consultant to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with the Consultant and the City prior to the commencement of any services by the subcontractor. The Consultant and any subcontractor/ sub- consultant shall establish additional insured status for the City, its officers, officials, employees, agents, and volunteers by using Insurance Service Office ( ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.

9. Conflict of Interest and Non - Solicitation.
a) Prior to the City' s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement.
b) The Consultant shall comply, and require its 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, 23 U. S. C. § 112, FHWA regulations applicable to design and engineering consulting contracts found at 23 C. F. R. 172. 1 et seq., 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 DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
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) Inperformingtheworkorservicestobeprovidedhereunder, theConsultant shall not employ or retain the servicesof any personwhile such person either is employedby the City or is a memberof any City council, commission, board, committee, or similar City body. This requirement may be waivedin writingbythe City Manager, if no actualor potentialconflictis involved.
d) The Consultant represents and warrants that it has not paid or agreed to payanycompensation, lawfulorunlawful, contingentorotherwise, director indirect, to any party to solicit or procure this Agreement or any rights/ benefits hereunder. The City shall have the right, in its discretion, to deduct from any payment to the Consultantunder this Agreement, or
otherwise recover the full amount of, any rebate, kickback or other considerationpaid by the Consultantin violationof any representationor warranty under this section.
e) Neither the Consultant, nor any firm affiliated with the Consultant, nor any of the Consultant's subcontractors performing any services on a Task Order, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connectionwith a Task Order, with the exceptionof any subcontractorwhoseservicesare limited to providing surveying or materials testing information. The Consultant and any of its subcontractorsshallhaveno interest, director indirect, in any othercontractwitha thirdpartyin connectionwithaTaskOrderunlesssuch interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint - ownership or otherwise.
f) The Consultant shall disclose any financial, business, or other relationship withtheCitythatmayhaveanimpactupontheoutcomeofthisAgreement or any ensuing the City construction project. The Consultant shall also discloseany currentclientswho may have a financialinterestin the outcome of this Agreement or any ensuing the City construction project, which will follow.
g) The Consultant hereby certifies that it does not now have, nor shall it acquireany financialor businessinterestthat would conflictwith the performance of services under this Agreement.
h) If the Consultant should subcontract all or any portion of the work to be performedorservicestobeprovidedunderthisAgreement, theConsultant shallincludethe provisionsof this Section9 ineachsubcontractandrequire its subcontractors to comply therewith.
i) This Section 9 shall survive expiration or termination of this Agreement.

DPW-S FHWA Eng. On -Call, T&M - Multiple (04-2022)

10. Recycling Program
facility( ies), or is
incorporated limits
expense shall:
11 In the event the Consultant maintains an office or operates a required herein to maintain or operate same, within the of the City of Fresno, the Consultant at its sole cost and a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City' s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City's Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621- 1111.
b) Immediately contact the City' s Solid Waste Management Division at 559) 621- 1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste Management Division the establishment of the recycling program in paragraph ( i) above and the ongoing maintenance thereof.

General Terms. Federal and State Assurances and Requirements. a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. b) Records of the Consultant's expenses pertaining to this Agreement shall be kept on a generally recognized accounting basis. The Consultant and its subcontractors shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement including, but not limited to, the costs of administering the Agreement. The Consultant and its subcontractors shall make such materials available at their respective offices at all reasonable times during the period of this Agreement and for three years, or longer if required by law, from the date of final payment under the Agreement. City, the State, the State Auditor, FHWA or any duly authorized representative of the federal government shall have access to any books, records, papers, accounting records and other documents of the Consultant and its subcontractors that are pertinent to the Agreement for audit, examinations, excerpts, and transcriptions. Copies thereof shall be furnished by the Consultant, if requested. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of the three- year time period, all records shall be retained and made available until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this section and in the event a subcontract is entered into for an amount in excess of $ 25, 000, the subcontract shall include this paragraph in its entirety. This Section 11( b) shall survive expiration or termination of this Agreement.

DPW- S FHWA Eng, On -Call, T& M - Multiple ( 04- 2022)
12 c) Prior to execution of this Agreement by the City, the Consultant shall have providedevidenceto the Citythatthe Consultantis licensedto performthe servicescalledfor by thisAgreement (or that no licenseis required). If the Consultant should subcontract all or any portion of the work or services to be performedunderthis Agreement, the Consultantshall requireeach subcontractorto provideevidenceto the Citythat subcontractoris licensed to performthe servicescalledforby thisAgreement (or thatno licenseis required) before beginning work.
d) The Consultant's services pursuantto this Agreementshall be provided under the supervision of David R. Jarosz, II, and he/she shall not assign another to supervise the Consultant's performance of this Agreement without the prior written approval of the Director.
e) The City will carry out applicable federal requirements in the administration of this Agreement. Notwithstanding Section 25 herein, the Consultant agrees to comply with all applicablefederal and state assurancesand requirements identified in Exhibit D along with its Appendix A and require that each subcontract include the same assurances by each of its subcontractors.

Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultantshall not employdiscriminatorypracticesin the provisionof services, employmentof personnel, or in any other respecton 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 duringtheperformanceofthisAgreement, theConsultantagreesasfollows:
a) The Consultant will comply with all applicable laws and regulations providingthatnopersonshall, onthegroundsofrace, religiouscreed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participationin, be deniedthe benefits of, or be subjectto 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, DPW-S FHWA Eng On -Call, T&M - Multiple (04-2022)
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 Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right 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 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 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.

DPW- S FHWA Eng. On - Call, T& M - Multiple ( 04- 2022) In addition, together with its other obligations under this Agreement, the Consultantshall be solelyresponsible, indemnify, defendandsavethe City harmlessfrom all mattersrelatingto employmentand tax withholdingfor andpaymentof the Consultant's employees, including, withoutlimitation, ( 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 claimof right or interestin the City employment benefits, entitlements, programsand/orfundsofferedemployeesof theCity whetherarisingby reasonof any commonlaw, 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. Anynoticerequiredorintendedtobegiventoeitherpartyundertheterms of this Agreementshall be in writing and shall be deemedto be duly given if deliveredpersonally, transmittedby facsimilefollowedby telephoneconfirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, returnreceiptrequested, addressedtothepartytowhichnoticeisto be givenattheparty's addresssetforthonthesignaturepageofthisAgreementor at suchother addressas the partiesmay from time to time designateby written notice. NoticesservedbyUnitedStatesmailinthemannerabovedescribedshall bedeemedsufficientlyservedorgivenatthetimeofthemailingthereof.

15. Binding. SubjecttoSection16, below, oncethisAgreementissignedbyallparties, it shallbebindingupon, andshallinureto thebenefitof, allparties, andeach parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.

16. Assignment.
a) This Agreement is personal to the Consultant and there shall be no assignmentby the Consultantof its rights or obligationsunder this Agreement without the prior written approval of the City Manager or designee. Any attemptedassignmentby the Consultant, its successorsor assigns, shall be null and void unless approved in writing by the City Manager or designee.
b) TheConsultantherebyagreesnottoassignthepaymentofanymoniesdue the Consultantfromthe Cityunderthe termsof thisAgreementto anyother individual( s), corporation( s) or entity( ies). The City retains the right to pay anyandall moniesduetheConsultantdirectlytotheConsultant.

17. Compliance With Law. In providingthe servicesrequiredunderthis Agreement, the Consultantshall at all times comply with all applicablelaws of the United States, 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 amendedduring the term of this Agreement.

DPW-S FHWA Eng. On -Call, T&M - Multiple (04-2022)

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.

27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement DPW- S FHWA Eng, On -Call. T& M - Multiple ( 04- 2022)
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. RFQ Document. Any Request for Qualifications and documents issued therewith collectively RFQ) by the City that resulted in selection of the Consultant for entry into this Agreement are hereby incorporated into and made a part of this Agreement. In the event of a conflict between the RFQ and this Agreement including any Exhibit hereto), this Agreement ( including any exhibit hereto) shall take precedence.
30, Disadvantaged Business Enterprise ( DBE) Parkipation. This AGREEMENT is subject to 49 CFR Part 26 entitled " Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs".

Consultants who enter into a federally -funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

The goal for DBE participation for this AGREEMENT is zero percent ( 0%).

Participation by DBE Consultant or subconsultants shall be in accordance with information contained in the Consultant' s Exhibit 10- 02: Consultant Contract DBE Commitment.

The Consultant shall comply with Title 49 of the Code of Federal Regulations CFR), Part 26. 37( c). To comply with 49 CFR 26.37(c), the Consultant must complete the Exhibit 9-F: Disadvantaged Business Enterprise ( DBE) Running Tally of Payments from the execution of the contract until all DBE sub consulting activity on the entire project is completed. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the Consultant shall complete and email the Exhibit 9- F: Disadvantaged Business Enterprise Running Tally of Payments to business. support. unit@dot. ca. gov with a copy also sent to the City of Fresno at PublicWorksCIP@fresno. gov.

31. 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 the next page.]
DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.

CITY OF FRESNO,
a Californ' mu ipal oration
By:
i
Bill Herr,
Assistant Director
Public Works Department
ATTEST:

TODD STERMER, CMC
City Clerk
r _
By: I& A Zt2-..2j
E y
No signature of City Attorney required.

Standard Document DPW- S FHWA
Engineering On -Call, T& M - Multiple
04- 2022) has been used without
modification, as certified by the
under gr
By:

Jo uiz
Senior Engineering Inspector
Public Works Department
REVIE
Df By.

JO* JiYRui
Senl r Engineering Inspector
Public Works Department
Addresses:

City:

City of Fresno
Attention: Johnan Ruiz,
Senior Engineering Inspector
1721 Van Ness Avenue
Fresno, CA 93721
Phone: ( 559) 621- 5635
E- mail: Johnan. Ruiz@fresno. gov

KRAZAN & ASSOCIATES, INC,
a Californa corporation
Name: - DE-A-ld
Title: t pew I
If corporation or LLC., Board Chair,
Pres. or Vice Pre-s-1
By:

J
Name: t2_
Title: l
If corporation or LLC., tFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:

Number:

Name:

Date of Issuance:

Consultant:

KRAZAN & ASSOCIATES, INC
Attention: David R. Jarosz, II, RCE, RGE,
VP of Engineering Services
215 W Dakota Ave
Clovis, CA 93612
Phone: 559- 348- 2200
E- mail: davejaroz@krazan. com
DPW- S FHWA Eng. On -Call, T& M - Multiple ( 04- 2022)
Attachments:

1. Exhibit A - Scope of Services

2. Exhibit B - Insurance Requirements

3. Exhibit C - Conflict of Interest Disclosure Form

4. Exhibit D - Federal and State Assurances

5. Appendix A to Exhibit D

6. Exhibit E - Task Order Form
DPW- S FHWA Eng On -Call, T& M - Multiple ( 04- 2022)

EXHIBIT A

SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno ( City) and KRAZAN & ASSOCIATES, INC ( Consultant)
Public Works Capital Improvement Program ( Program)
ROJECT OBJECTIVE:

Acceptance Testing Consultant ( ATC) will provide materialsacceptancetesting and inspection services for assurances that materials incorporated into construction projects withintheCityof Fresnorightofwaysare in conformancewithcontractspecifications.

The materialslaboratoryshall be underthe responsiblemanagementof a California registeredEngineerwith experiencein sampling, inspectionandtestingof construction materials. The Engineershallcertifythe resultsof all testsperformedby laboratory personnel under the Engineers supervision.

SPECIAL PROVISIONS:

Certified Payroll Reports shall be submitted to the City of Fresno Construction ManagementDivisionwitheachinvoiceforallassociatedwork, includingall FieldTests, Overtimeand SamplePick -Up duties. CertifiedPayrollshallcomplywith Section7-

1.02k(3) of the CaliforniaStandardSpecificationsand Section1776of the LaborCode.

Eachinvoicesubmittedshall be designatedto one specifiicproject, CertifiedPayroll ReportsshalldifferentiatethelaborperformedoneachprojectfortheCityof Fresno.

Consultantsshallcomplywiththecurrentprevailingwageraterequirementsthroughout the lengthof this contract. Increasedratesdue to shift and holidayprovisionsshall only beappliedtothebaseprevailingwagerateandshallbenotedonprojectinvoicesand Certified Payroll Reports.

ACCEPTANCE TESTING SERVICES:

The scope of services and reimbursement, as detailed and outlined in the following paragraphs, shallbeinconformancewiththe2021Cityof FresnoQualityAssurance Program Manual (2021 QAP) or as amended from time to time.

Tests and inspectionsshall be performedas listed belowandoutlinedin the Acceptance SamplingandTestingFrequencyLoginthe2021QAP; orasrequestedbyCityofFresno staff and/ or required by project specifications.

The services required by each item are described below:

1. Field Technician Services - This item provides reimbursement at prevailing wage rates Group 3 Classification- Building/ConstructionInspectorand FieldSoilsand Material TesterCraft) forafieldtechniciantoperformtestsinaccordancewithapplicablestandard proceduresandperformrequestedinspections. Therateincludesallon -sitetestingfora DPW-S FHWA Eng On -Call T&M - Multiple (04-2022) Page 1 of 13 Exhibit A
singletechnicianonly, roundedtothenearest1/2 hour, beyondtheminimum1 hourunit.

The reimbursement is for all basic reporting, equipment charges, insurance, training, billing, safety programs, invoicing, QA/QC, administrative services, or other expenses
required to provide competent on - site testing services. The rate also includes professional and non-professional supervision, routine report generation, and routine report review.

As a partof providingthisserviceunderthisrate, it is theresponsibilityof thefirms providingtheworkto confirmtheactualtimeon -sitewiththeassignedConstruction ManagementProjectInspectoron a dailybasis. Failureto dothis mayresultintimebeing reduced from invoices submitted at Construction Management's discretion.

If any laboratory test can be conducted on site ( such as a single check point on an optimum moisture/ Maximum Density curve), it shall be considered part of this cost and not also be charged as a laboratory test.

Thisreimbursementmaynotbeusedforanyadditionaltechnicianonajobsite. Prevailing wage ratesallowfor alternatewageclassificationsfor multipletechnicians. Whenthese situationsarisewhich requiremorethanone technicianon a projectat onetime, contact Construction Management to negotiate an appropriate fee.

This reimbursementdoes not includetraveltime. A separatetravelfee can be charged for travel costs ( see item No. 1a. below).

This reimbursementdoes not includecosts for non -routinereportpreparationsuch as submittal review, RFI response, providing recommendationsor conclusions beyond passingoffailingtestsorspecifications. Itemnumber1includesreimbursementforall reportingrequirementsrequiredby the applicabletest method. Timeto preparenon - routine report preparation can be charged using the Registered Engineer, Project Manager, and/or AdministrativeStaff fees on the enclosedscheduleas approvedby Construction Management.
la. Trip Charge - This item is a lumpsum fee that will providereimbursementfor staff travel time, mileage, fuel costs, maintenance, insurance, training, safety programs, or other expenses required to transport equipment and personnel to the job site.

This reimbursementis on a once per day, once per technicianbasis. If the technician travelsawayandbacktothejobsiteforsampledelivery, lunchorbreakperiod, ormultiple appointmentsinonedayon a specificproject, thereimbursementwillonlybe paidonce perday. MultipleTripChargescanbechargedif ConstructionManagementrequires either: 1) twotechniciansat onetimeperformingdifferentfunctionsandoperatingdifferent equipment; 2) asecondshiftrequiringasecondtechnician; 3) ifthetechnicianisrequired to leavethe site to return samplesto the laboratory, and then returnto the site (cannot charge as Sample Pick - Up), or 4) off -site inspection on the same day that onsite inspectionis required. If travel beyondthe limitsof the Cityof Fresnois required, contact Construction Management to negotiate an appropriate fee.

DPW-S FHWA Eng. On -Call T&M - Multiple (04-2022) Page 2 of 13 Exhibit A
This reimbursement may not be used for overtime on any additional technician on a job site. Also, this reimbursementshouldnot be used past 12 hours in one day (including travel time). This reimbursement does not cover overtime on second shift, holiday, or other rates applicable for anything beyond first shift, straight time, up to 12 hours per day.

2. Sample Pick -Up - This item provides reimbursement at prevailing wage rates (Group 3 Classification- Building/ Construction Inspector and Field Soils and Material Tester Craft) for a field technician to travel from individual offices or job -sites to the requested job site or off -site location within the City of Fresno (including Wastewater Treatment Plant), and obtain soil, aggregate, concrete, etc. The fee is a lump sum that will also provide reimbursement for travel time, sampling time, mileage, fuel costs, maintenance, insurance, training, safety programs, or other expenses required to transport samples from the job site to the individual firms laboratory where the test will be conducted ( not necessarily in Fresno Metropolitan area). Sample Pick-up includes all premium prevailing wage time for after hours, Saturdays and/or Sunday pick-ups.

This reimbursement is on a once per trip, once per technician basis for use on days when no testing or inspection is scheduled, and test methods or project schedules require that samples be picked up. Also, the sample pick-up rate will be used for off -site sampling of materials. If a technician is charged for at least the on -site field testing minimum, this rate does not apply. Multiple Sample Pick -Up charges can be charged if Construction Management requires either: 1) a sample must be picked up because the technician cannot leave the site; or 2) off -site inspection on the same day that onsite sample pick- up is required. If sample pick- up requires travel beyond the Fresno/ Clovis Metropolitan Area, contact Construction Management to negotiate an appropriate fee.

3. Maximum Density and Optimum Moisture Determination ( ASTM 01557, CTM 216) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management Project Inspector within 24 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

The scope includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, proper sample disposal costs, or any other cost required to provide this test not covered under another item in this Exhibit " A". 3a. Single Check Point ( Maximum Density and Optimum Moisture) ( ASTM 01557, CTM
216) - Provide a single check of the minimum three required for modified proctor results.

Also, provide the maximum point for the CTM 216 wet method complete. Provide preliminary verbal report results to Construction Management Project Inspector within 24 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

DPW- S FHWA Eng On -Call T& M - Multiple ( 04- 2022) Page 3 of 13 Exhibit A

4. LaboratoryMoistureContent (ASTM04643, ASTM04959) - perform this test in strict accordancewith the requiredprocedureand providepreliminaryverbalreportresultsto ConstructionManagementProjectInspectorwithin24 hoursof sampling, or as agreedto.

Finalresultsshallmeetalltestingprocedurerequirementswithina writtenformalreport, or a separate report; before reimbursement is approved.

The scope of this item includes all laboratory work, sample tracking costs, consultation, reportingcosts, equipmentcosts, calibrationcosts, propersampledisposalcost, orany othercostrequiredto providethistestnotcoveredunderanotheriteminthisExhibit " A".

5. ConcreteCompressiveStrength (ASTMC172, ASTMC143, ASTMC138, ASTMC39 and ACI standards) - This reimbursement will be for performance of laboratory tests on all typesof concretecylinders, groutand/or mortarcubes, etc. The scopeof the item includes a set of 4 cylinders/ samples, the required curing facilities, the physical compressionstrengthtestingina calibratedapparatus, plusthepreliminaryverbalresults for each break and the final formal report required by the testing method. The scope includesholdinga singlecylinderforuptooneyear. Finalresultsshallmeetalltesting procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

Note: this item is for laboratorytests only, and does not include any field sampling, transportation, or inspection, which is covered under other items.

6. Flexural Strength of Concrete (ASTM C78, ASTM C293) (As Needed Only) - This item providesreimbursementtosamplethematerial (eachbeam), prepare the specimen, cure thespecimen, andperformthistestinstrictaccordancewiththerequiredprocedureand provideverbalorFAXresultsofflexuralstrengthstoConstructionManagementProject Inspectorwithin24 hours of testing, or as agreedto. Final resultsshall meet all testing procedurerequirementswithin a writtenformal report, or a separate report; before reimbursement is approved.

7. SieveAnalysisof FineandCoarseAggregates (CTM202, ASTMC117, ASTMC136, ASTM D421, ASTM D422, ASTM D1140) - Perform this test in strict accordance. with the requiredprocedureandprovidepreliminaryverbalreportofresultswithrespecttoproject specifications (pass/fail) to ConstructionManagementProjectInspectorwithin24hours of sampling, or asagreedto. Finalresultsshallmeetalltestingprocedurerequirements withina writtenformalreport, or a separatereport; beforereimbursementis approved.

The scope includes all laboratory work , sample tracking costs, consultation, reporting DPW-S FHWA Eng. On -Call T&M - Multiple (04-2022) Page 4 of 13 Exhibit A
costs, equipment costs, calibration costs, proper sample disposal cost, or any other cost required to provide this test not covered under another item in this Exhibit " A".

8. Sand Equivalent ( CTM 217) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/fail) to Construction Management Project Inspector within 24 hours of sampling, or as agreedto. Finalresultsshallmeet all testingprocedurerequirements within a written formal report, or a separate report; before reimbursement is approved.

9. R- Value ( CTM 301, ASTM D2844) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management
Project Inspector within 48 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a writtein formal report, or a separate report; before reimbursement is approved.

10. Laboratory Tested Maximum Density (LTMD of Pre Mixed HMA) - Perform this test in strict accordance with the required procedure. When notified at least 5 working days in advance, maximumdensityresultsare requiredwithin 4 hoursof sampling (same day) and provide preliminary verbal report results to Construction Management Project Inspectorduring paving, or as agreedto. Final resultsshall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

The scope of on -site in -place density testing/sampling is to be covered under Item 1 Field Testing. This item is for the laboratorywork to obtainthe maximumdensity. The scope includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, sample disposal costs, or any other cost required to provide this test not covered under another item in this Exhibit " A".

11. Asphalt Content ( CTM 310, CTM 362, CTM 382) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results to ConstructionManagementProjectInspectorwithin4 hoursof sampling, or as agreedto.

Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved .

The scope includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, proper sample and test materials disposal DPW- S FHWA Eng. On -Call T& M - Multiple ( 04- 2022) Page 5 of 13 Exhibit A
costs, or anyothercostrequiredto providethistestnotcoveredunderanotheritemin this Exhibit " A".

12. Hot Mix Asphalt Extraction by Solvent - Perform this test in strict accordance with the requiredprocedureandprovidepreliminaryverbalreportresultswithrespectto project specifications (pass/fail) to ConstructionManagementProjectInspectorwithin24 hours of sampling, or as agreedto. Final resultsshallmeetall testing procedurerequirements within a written formal report, or a separate report; before reimbursement is approved.

13. Gradation of Extracted Aggregates - Perform this test in strict accordance with the requiredprocedureandprovidepreliminaryverbalreportresultswithrespectto project specifications (pass/fail) to ConstructionManagementProjectInspectorwithin24 hours of sampling; or as agreedto. Final resultsshallmeetall testing procedurerequirements withina writtenformalreport, or a separatereport; beforereimbursementis approved.

14. StabilityandResistanceto PlasticFlow (CTM304, CTM 366) - perform these tests in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management Project Inspector within 96 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

15. Bulk SpecificGravity, Density, andThicknessof AC Core (CTM308) (As Requested Only) - Perform this test in strict accordance with the required procedure with the addition of measuringandreportingtheaveragethickness. Thescopeincludesonlythelaboratory procedureofdeterminingthebulkspecificgravity, densityandthicknessofcoreswhich areeithercollectedbytheCityora Contractor. Whenordered, providepreliminaryverbal report results to Construction Management Project Inspector within 24 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; ;before reimbursement is approved.

The scope includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, proper sample disposal cost, or any other cost! required to providethistestnotcoveredunder -anotheritemin thisletter. Ifthe testing firm is requiredto take the cores, the samplingwill be compensatedunderFieldTesting DPW-S FHWA Eng. On -Call T&M - Multiple (04-2022) Page 6 of 13 Exhibit A
Item No. 1 with an agreed to equipment charge.

16. Durability Index ( CTM 229) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/ fail) to Construction Management Project Inspector within 24 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

17. Abrasion of Coarse Aggregate by Use of the Los Angeles Rattler Machine ( CTM 211) 500 Revolutions Minimum) ( As Requested Only) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/ fail) to Construction Management Project Inspector within 48 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

18. Clay Lumps and Friable Particles in Aggregates ( ASTM C142) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/ fail) to Construction Management Project Inspector within
48 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

19. Soundness of Aggregates by Use of Sulfate ( ASTM C88) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/ fail) to Construction Management Project Inspector within
48 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

20. Cleanness of Coarse Aggregates ( CTM 227) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results with respect to project specifications ( pass/ fail) to Construction Management Project Inspector within 48 hours of sampling, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

DPW- S FHWA Eng, On -Call T& M - Multiple ( 04- 2022) Page 7 of 13 Exhibit A

21. Registered Civil Engineer - Reimbursement to attend meetings and review/ prepare requiredcorrespondencebeyondrequiredreports (requiresCityapprovalpriorto work).

This charge can be billed in 1/2 hour increments for professional engineering services requiredbeyondreportingof resultsand conclusionsregardingfield observationsmade as a part of Item No. 1. If requested by City staff, this reimbursementis to provide professionalengineeringevaluationand/orreviewofconstructionrelatedconditionsand for recommendationsor conclusionsin supportof ConstructionManagementprojects.

22. Project Manager - To performmanagementduties, attendmeetings, and prepare requiredcorrespondencebeyondrequiredreports (requiresCityapprovalpriorto work).

Thischargecanbebilledin 1/2 hourincrementsfor non-professionalservicesrequired beyond reportingof resultscollectedas a partof Item No. 1. If requested by City staff, this reimbursementis to providenon-professionalengineeringevaluationand/or review of construction related conditions and for recommendations or conclusions ( under the directionof a professionalengineer) insupportofConstructionManagementprojects.

23. Administrative Staff - Reimbursement for mass document copying, drafting, file searches, etc. ( requires City approval prior to work). Note: cannot include any costs for billing. This charge can be billed in Yz hour increments for administrative services requiredbeyondreportingof resultscollectedasapartof ItemNo. 1. IfrequestedbyCity staff, this reimbursementis to provide administrativetime to respondto Construction Management requests.

24. ReinforcingSteelTensionandBendTest (No. 12Barand
smaller) - Perform this test
in strictaccordancewiththe requiredprocedureand providepreliminaryverbalreport results with respect to project specifications ( pass/ fail) to Construction Management ProjectInspectorwithin24hoursof sampling, orasagreedto. Finalresultsshallmeetall testingprocedurerequirementswithinawrittenformalreport, oraseparatereport; before reimbursement is approved.

25. Special Inspection Services - This item provides reimbursement at prevailing wage ratesfor a CertifiedSpecialInspectorto perorminspectionsin accordancewithapplicable standard procedures. The rate includes all on -site time for a single inspector only, roundedtothenearest1/2 hour, beyondtheminimum1hourunit. Thereimbursementis for all basic reporting, equipmentcharges, insurance, training, billing, safetyprograms, invoicing, QA/ QC, administrative services, or other expenses required to provide competent on -site inspection services. The rate also includes professionaland non- professionalsupervision, routinereportgeneration, androutinereportreview.

As a part of providing this service under this rate, it is the responsibility of the firms providingtheworkto confirmthe actualtimeon -sitewiththeassignedConstruction DPW-S FHWA Eng, On -Call T&M - Multiple (04-2022) Page 8 of 13 Exhibit A
ManagementProjectInspectoron a dailybasis. Failureto dothismayresultin timebeing reduced from invoices submitted at Construction Management' s discretion.

This reimbursement may not be used for any additional inspection and/or technician time on a job site. Prevailing wage rates allow for alternate wage classifications for multiple technicians. When these situations arise which require more than one inspector and/ or technician on a project at one time, contact Construction Management.

This reimbursement does not include travel time. A separate travel fee can be charged for travel costs ( see item No. 1a.).

This reimbursementdoes not includecosts for non -routinereport preparationsuch as submittal review, RFI response, providing recommendations or conclusions beyond passing of failing tests or inspections. Time to prepare non- routine report preparation can be charged using the Registered Engineer, Project Manager, and/or Administrative Staff fees on the enclosed schedule as approved by Construction Management.

26. High Strength Bolt Torque Testing ( Onsite) - Perform this test in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management Project Inspector within 24 hours, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

The scope includes all field work, consultation, reporting costs, equipment costs, calibration costs, proper sample disposal costs, or any other cost required to provide this test not covered under another item in this Exhibit " A".

27. Weld-ing Inspection - This item provides reimbursement at prevailing wage rates for a Certified Welding Inspector to perorm inspections in accordance with applicable standard procedures. The rate includesall on -sitetimefor a singleinspectoronly, roundedto the nearest 1/2 hour, beyond the minimum 1 hour unit. The reimbursement is for all basic reporting, equipment charges, insurance, training, billing, safety programs, invoicing, QA/ QC, administrative services, or other expenses required to provide competent on - site inspection services. The rate also includes professional and non-professional supervision, routine report generation, and routine report review.

As a part of providingthis service under this rate, it is the responsibilityof the firms providing the work to confirm the actual time on -site with the assigned Construction ManagementProjectInspectorona dailybasis. Failureto dothismayresultin time being reduced from invoices submitted at Construction Management' s discretion.

DPW- S FHWA Eng On - Call T& M - Multiple ( 04- 2022) Page 9 of 13 Exhibit A
Thisreimbursementdoesnotincludetraveltime. A separatetravelfeecanbecharged for travel costs ( see item No. 1a.).

This reimbursementdoes not include costsfor non -routine reportpreparationsuch as submittal review, RFI response, providingrecommendationsor conclusionsbeyond passingoffailingtestsorinspections. Timetopreparenon- routinereportpreparationcan bechargedusingtheRegisteredEngineer, ProjectManager, and/orAdministrativeStaff fees on the enclosed schedule as approved by Construction Management.

28. Shop Welding Inspection - This item provides reimbursement at prevailingwage rates for a CertifiedWeldingInspectorto perorminspectionsin accordancewith applicable standard procedures. The rate includes all on -site time for a single inspector only, roundedto the nearest1/2 hour, beyondthe minimum1 hour unit. Thereimbursementis for all basic reporting, equipmentcharges, insurance, training, billing, safety programs, invoicing, QA/ QC, administrative services, or other expenses required to provide competent on -site inspection services. The rate also includes professionaland non- professionalsupervision, routinereportgeneration, androutinereportreview.

As a partof providingthisserviceunderthisrate, it is the responsibilityof thefirms providingtheworkto confirmthe actualtimeon -sitewiththeassignedConstruction ManagementProjectInspectoron a dailybasis. Failureto dothis mayresultin time being reduced from invoices submitted at Construction Management's discretion.

Thisreimbursementmaynotbeusedforanyadditionalinspectionand/ortechniciantime onajobsite. Prevailingwageratesallowforalternatewageclassificationsformultiple technicians. Whenthese situationsarise whichrequiremore than one inspectorand/or technicianon a projectat one time, contactConstructionManagement.

This reimbursementdoesnotincludetraveltime. A separatetravelfeecanbe charged for travel costs ( see item No. 1a.).

This reimbursementdoes not include costsfor non -routine report preparationsuch as submittal review, RFI response, providingrecommendationsor conclusionsbeyond passingoffailingtestsorinspections. Timetopreparenon- routinereportpreparationcan bechargedusingtheRegisteredEngineer, ProjectManager, and/orAdministrativeStaff fees on the enclosed schedule as approved by Construction Management.

29. Pipe Manufacturing Plant Inspections - This item provides reimbursement at prevailingwageratesfor a CertifiedSpecialInspectorto perorminspectionsin accordancewith applicablestandardprocedures. The rate includesall on -sitetime for a singleinspectoronly, roundedto thenearest1/2 hour, beyondtheminimum1 hourunit.

The reimbursement is for all basic reporting, equipment charges, insurance, training, billing, safetyprograms, invoicing, QA/QC, administrative services, or other expenses
required to provide competent on -site inspection services. The rate also includes professional and non-professional supervision, routine report generation, and routine report review.

DPW-S FHWA Eng. On -Call T&M - Multiple ( 04-2022) Page 10 of 13 Exhibit A
As a part of providing this service under this rate, it is the responsibility of the firms providing the work to confirm the actual time on -site with the assigned Construction ManagementProjectInspectorona dailybasis. Failureto dothis mayresultintimebeing reduced from invoices submitted at Construction Management' s discretion.

This reimbursement does not include travel time. A separate travel fee can be charged for travel costs ( see item No. 1a.).

This reimbursement does not include costs for non -routine report preparation such as submittal review, RFI response, providing recommendations or conclusions beyond passing of failing tests or inspections. Time to prepare non- routine report preparation can be charged using the Registered Engineer, Project Manager, and/ or Administrative Staff fees on the enclosed schedule as approved by Construction Management.

30. Cured in Place Pipe ( CIPP) Liner Thickness - perform this test in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management Project Inspector within 24 hours of testing, or as agreed to. Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

The scope of this item includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, proper sample disposal cost, or any other cost required to provide this test not covered under another item in this Exhibit " A".

31. Cured in Place Pipe ( CIPP) Liner Flexural Modulus - perform this test in strict accordance with the required procedure and provide preliminary verbal report results to Construction Management Project Inspector within 24 hours of sampling, or as agreed to.

Final results shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

The scope of' this item includes all laboratory work, sample tracking costs, consultation, reporting costs, equipment costs, calibration costs, proper sample disposal cost, or any other cost required to provide this test not covered under another item in this Exhibit " A".

32. Cured in; Place Pipe ( CIPP) Liner Flexural Strength - perform this test in strict accordance with the required procedure and provide preliminary verbal report results to ConstructionVanagement Project Inspector within 24 hours of sampling, or as agreed to.

Final results 'Shall meet all testing procedure requirements within a written formal report, or a separate report; before reimbursement is approved.

DPW- S FHWA Eng. On -Call T& M - Multiple ( 04-2022) Page 11 of 13 Exhibit A
The scope of this item includes all laboratory work, sample tracking costs, consultation, reportingcosts, equipmentcosts, calibrationcosts, propersampledisposalcost, orany other cost requiredto providethis test notcoveredunderanotheritemin this Exhibit " A".

DPW-S FHWA Eng On -Call T&M - Multiple (04-2022) Page 12 of 13 Exhibit A

SCHEDULE OF FEES
Schedule of Fees]
DPW- S FHWA Eng, On -Call T& M - Multiple ( 04- 2022) Page 13 of 13 Exhibit A

CITYOFFRESNOACCEPTANCETESTINGSCHEDULEOF FEES
November 2022 - November 2027
Rates for Testinq and Inspection
Description of Service/ Test
Rate

7. FieldTechnicianServices - PerformSoil, AggregateBase, AsphaltConcretecompactiontesting, 120/ hour*
sample/ test concrete ( 1 % hour minimum,'/ z hour increments) 1 a, Trip Charge - ( includes all prep -work, mileage and vehicle costs) 65/ each

2. SamplePickUp — ConstructionMaterials, ConcreteCylinders. Onandoffsite. Notesting, trip 105/ each
charge included

3. MaximumDensityandOptimumMoistureDetermination (SoilsandAggregates) 235/ test
3a. MaximumDensityandOptimumMoistureSinglecheckpoint (SoilsandAggregates) 125/ test

4. LaboratoryDeterminedMoistureContentof SoilsandAggregates 55/ test

5. Concrete compressive strength - ( Set of 5 - 4"x8" or Set of 4 — 6"xl2" including proper storage 120/ set
and cure)

5. a Concrete Compressive Strength — ( Additional test cylinder/ specimen including proper storage 28/ additional and cure)
specimen

6. Flexural Strength of Concrete
125/ beam

7. Sieve Analysis of Fine and Coarse Aggregates - ( not including hydrometer) 185/ test

8. Sand Equivalent
130/ test

9. R Value
285/ test
10 LaboratoryTestedMaximumDensity (LTMDofPreMixedHMA)
330/ test
11, AsphaltContentbyIgnitionMethod (testresultswithin4 hours) 5 2251test
12 Hot Mix Asphalt Extraction by solvent
285/ test
13 Gradation of Extracted Aggregates
195/ test

14. Stability Value of Hot Mix Asphalt
225/ test

15. BulkSpecificGravity, Density, andThicknessofAsphaltConcreteCores 75/ test

16. Durability Index
205/ test

17. Abrasionof CoarseAggregateby UseoftheLosAngelesRattlerMachine 245/ test

18. Clay Lumps and Friable Particles in Aggregates
200/ test

19. Soundness of Aggregates ( price per sieve)
620/ each
20 Cleanness Value of Course Aggregates
145/ test

21. RegisteredCivilEngineer - toattendmeetings, review/preparerequiredcorrespondencebeyond 185/ hour'
required reports (Requires City approval prior to work)

22. ProjectManager- toperformmanagementduties, attendmeetings, andpreparerequired 135/ hour"
correspondencebeyondrequiredreports (RequiresCityapprovalpriorto work)

23. AdministrativeStaff - Massdocumentcopying, drafting, filesearches, etc. (requiresCityapproval 75/ hour'
priortowork). Note: cannotincludeanycostsforbilling
24, ReinforcingSteelTensionandBendTest (No. 12BarandSmaller) 135/ test

25. Special Inspection Services - 1 % hour minimum,% hour increments. ( Reinforced Concrete, 127/ hour* Structural Masonry, High strength Bolting)
High Strength Bolt Torque Testing ( onsite) 127/ hour*
26 WeldingInspection (1Yzhourminimum,''/zhourincrements) (CWI) 127/ hour* 27 Shop Welding Inspection (1'/zhour minimum,'/: hour increments) ( CWI) 801hour* 28 Pipe Manufacturing Plant inspection ( 1'/ hour minimum,''/ z hour increments) 80/ hour* 29 Curedin PlacePipe (CIPP) LinerThickness (Includes3 specimenspertest) 500/ test

30. CITY OF FRESNO ACCEPTANCE TESTING SCHEDULE OF FEES
November 2022 — November 2027
Rates for Testing and Inspection
Description of Service/ Test Rate
31 Curedin PlacePipe (CIPP) LinerFlexuralModulus (Includes5 specimenspertest) 525/ test

32. CuredinPlacePipe (CIPP) LinerFlexuralStrength (Includes3specimenspertest) 565/ test 33, Specific Gravity of Fine Aggregate 135/ test

34. Specific Gravity of Coarse Aggregate 135/ test
35, Non -Shrink Grout Compressive Strength — ( Set of 3 — 2"x2" cube including proper storage and 110/ set & cure)
28/ additional
specimen

36. Grout Compressive Strength — ( Set of 4 — 3"xY prisms including proper storage and cure) 110/ set & 28/ additional
specimen

37. Mortar Compressive Strength — ( Set of 4 — 2"x4" cylinders including proper storage and cure) 1 110/ set & 28/ additional
specimen

38. Masonry Prism Compressive Strength — ( Set of 3 — 8"x8"x16"prisms including proper storage and 220/ set & cure)
80/ additional
specimen

39. CMU Block Conformance Testing — (Unit Weight, Absorption, Compressive Strength) 650/ block set type

40. Ignition Oven Calibration 275/ calibration
41 Laboratory Prep for Unconfined Compression Specimens 100/ per set of 3

42. Unconfined Compression Test — ( Set of 3 specimens including proper storage and cure) 11 01"set kThosefeeswillautomaticallyincreasebyanescalationfactorof3% onthe15' Januaryofeachyearduringthedurationofthe agreement 2022 to 2027.

EXHIBIT B

INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno ( City) and KRAZAN & ASSOCIATES, INC ( Consultant)
Public Works Capital Improvement Program ( Program)

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

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arisingoutof yourbusinessoperations. TheCommercialGeneralLiability policyshallbewrittenonanoccurrenceformandshallprovidecoveragefor bodily injury," " propertydamage" and ''personalandadvertisinginjury" with, coveragefor premisesandoperations (includingtheuseof ownedandnon - owned equipment), productsand completedoperations, and contractual liability ( including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under Minimum Limits of Insurance."

2. The most current version of ISO Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The AutomobilePolicyshall bewrittenon an occurrenceformandshall 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 profession. -

MINIMUM LIMITS OF INSURANCE
Consultant, or anypartythe Consultantsubcontractswith, shallmaintainlimitsof 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 greaterof the minimumlimitsspecifiedhereinorthefull limitof anyinsuranceproceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY:
i) $ 1,000,000 peroccurrencefor bodilyinjuryand propertydamage; ii) $ 1,000,000 peroccurrencefor personaland advertisinginjury; 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.

DPW-S FHWA Eng On -Call T&M - Multiple (04-2022) Page 1 of 4

2. COMMERCIAL AUTOMOBILE LIABILITY:
1,000, 000 per accident for bodily injury and property damage.

3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits.

4. EMPLOYER' S LIABILITY:
i) $ 1,000, 000 each accident for bodily injury;
ii) $ 1, 000, 000 disease each employee; and,
iii) $ 1,000, 000 disease policy limit.

5. PROFESSIONAL LIABILITY ( Errors and Omissions):
i) $ 1,000, 000 per claim/ occurrence; and,
ii) $ 2,000, 000 policy aggregate.

UMBRELLA OR EXCESS INSURANCE
In the event 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
Consultant shall be responsible for payment of any deductibles contained in any insul ante policy( ies) required herein and Consultant shall also be responsible - For payrnent of a-ny self -insured retentions. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager or designee. At the option of the City' s Risk Manager or designee, either:
i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects to City, its officers, officials, employees, agents and volunteers; or
N) Consultant shall provide a financial guarantee, satisfactory to City'S Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses.

At no time shall City be responsible for the payment of any deductibles or 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, employees, agents and volunteers are to be covered as additional insureds. Consultant shall establish additional insured statLis- for the City for all ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. ' The Commercial General endorsements must be as broad as that contained in ISO Forms: CG 20 10 11 85 or both CG 20 10 & CG 20 37.

DPW- S FHWA Eng. On - Call T& M - Multiple ( 04- 2022) Page 2 of 4

2. The coverageshallcontainnospeciallimitationsonthe scopeof protection affordedto City, its officers, officials, employees, agentsandvolunteers.

Anyavailableinsuranceproceedsinexcessofthespecifiedminimumlimits and coverage shall be available to the Additional Insured.

3. Foranyclaimsrelatingto thisAgreement, Consultantinsurancecoverage shallbe primaryinsurancewith respectto the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents and - volunteersshallbe excessof Consultantinsuranceandshallnotcontribute with it. Consultantshall establishprimaryand non-contributorystatusby usingISOFormCG20010413orbyanexecutedmanuscriptinsurance companyendorsementthat provides 'primaryand non-contributorystatus as broad as that contained in ISO Form CG 20 01 04 13.

TheWorkers' Compensationinsurang22oficLlistocontain, orbeendorsedtocontain, the followingprovision: Consultantanditsinsurershallwaiveanyrightofsubrogationagainst City, itsofficers, officials, employees, agentsandvolunteers.

If theProfessionalLiability Errorsand Omissionsinsurancepolic iswrittenon a claims- made form:

1. Theretroactivedatemustbeshown, andmustbebeforetheeffectivedate of the Agreement or the commencement of work by Consultant.

2. Insurancemustbemaintainedandevidenceofinsurancemustbeprovided foratleastfiveyearsaftercompletionoftheAgreementworkortermination of the Agreement, whichever occurs first,, or, in the alternative, the policy,:., shallbeendorsedto providenotless -thanafive-yeardiscoveryperiod.,

3. If coverageis canceledor non -renewed, and not replacedwith ahofhe'r claims -madepolicyformwitharetroactivedatepriortotheeffectivedate'of the Agreementor the commencementof workby Consultant, Consultant mustpurchase "extendedreporting" coveragefora minimumoffiveyears completion of the Agreement work or termination of the Agreement, whichever occurs first.

4. Acopyoftheclaims, reportingrequirementsmustbesubmittedtoCityfor review.

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

Allpoliciesof insurancerequiredhereinshallbe endorsedto providethatthecoverage, shallnot be cancelled, non -renewed, reducedin coverageor in limitsexceptafter30 calendardayswrittennoticebycertifiedmail, returnreceiptrequested, hasbeengivento City. ConsultantisalsoresponsibleforprovidingwrittennoticetotheCityunderthesame terms and conditions. Uponissuanceby the insurer, broker, or agentof a noticeof cancellation, non -renewal, orreductionincoverageorinlimits, Consultantshallfurnish City with a new certificate and applicable endorsements for such policy( ies). In the event anypolicyisduetoexpireduringtheworktobeperformedforCity, Consultantshall provide a new certificate, and applicable endorsements, evidencing renewal of such DPW-S FHWA Eng On -Call T&M - Multiple (04-2022) Page 3 of 4 policynotlessthan15encalendardayspriortotheexpirationdateoftheexpiringpolicy Shouldanyof the requiredpoliciesprovidethatthe defensecostsarepaidwithinthe Limitsof Liability, therebyreducingthe availablelimits by any defensecosts, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.

The fact that insurance is obtained by Consultant shall not be deemed to release or diminish the liability of Consultant, including, without limitation, liability under the indemnityprovisionsof this Agreement. The policylimitsdo not act as a limitationupon theamountof indemnificationtobeprovidedbyConsultant. Approvalorpurchaseofany insurancecontractsor policiesshallin nowayrelievefromliabilitynorlimittheliabilityof Consultant, its principals, officers, agents, employees, personsunderthe supervisionof Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them.

SUBCONTRACTORS - If Consultant subcontracts any or all of the services to be performedunderthisAgreement, Consultantshallrequire, at the discretionof theCity Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the Cityto providerequiredindemnificationandinsuranceprotection. 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 will be solely responsiblefor ensuring that its subcontractors maintaininsurancecoverageat levelsno lessthan thoserequiredby applicablelawand is Customaryin the relevant industry.

VERIFICATION OF COVERAGE
Consultant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements areto be receivedandapprovedbythe City's RiskManageror designeepriorto City's execution 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. Uponrequestof City, ConsultantshallimmediatelyfurnishCitywith a complete copyof any insurancepolicyrequiredunderthisAgreement, includingall endorsements, with said copy certifiedby the underwriterto be a true and correctcopy of the original policy. This requirement shall survive expiration or termination of this Agreement.

DPW- S FHWA Eng On -Call T& M - Multiple ( 04- 2022) Page 4 of 4

EXHIBIT C

DISCLOSURE OF CONFLICT OF INTEREST
Public Works Capital Improvement Program ( Program
YES* NO
1 Are youcurrentlyin litigationwiththe Cityof Fresnoor any of its agents?
2 Doyourepresentanyfirm, organization, orpersonwhoisinlitigation L] 54 with the City of Fresno?
3 Doyoucurrentlyrepresentor performworkforanyclientswhodo 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 businesswhich is in litigationwith the City of Fresno?
5 Are you or any of your principals, managers, or professionals, related by bloodor marriageto any City of Fresnoemployeewho Elhasany significantroleinthe subjectmatterof thisservice? 6 Do you or any of your subcontractorshave, or expectto have, any Interest, direct or indirect, in any other contractin connectionwith y j tt
this Project?
If the answerto anyquestionis yes, pleaseexplaininfull below.

Explanatiom WaRK
Signature
11 1L ttJ.
l 1 - ( 2c) 22
E - t-! 5y\/ i- p -gE Date Name)
Company)
2 u, 1. DADA Addld
ressss) ULS
CA— LAdditionalpage( s) attached. City
StateZip) DPW-
S FHWAEng On - CallT& M - Multiple (04- 2022) Page 1 of 1 Exhibit C

EXHIBIT D

FEDERAL AND STATE ASSURANCES
Consultant Service Agreement between City of Fresno ( City) and KRAZAN & ASSOCIATES, INC ( Consultant)
Public Works Capital improvement Program ( Program)
TheConsultantshallcomplywithandrequireits Subcontractorsto complywiththe following:
a. 23 USC § 112 regarding Highways and the letting of contracts to Architects and Engineers;
b. The provisions of the Fair Employment and HousingAct (Government Code Section 1290- 0 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.).

The lapplicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12900(a-f), set forth in Chapter of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Give a written notice of their obligations under this clause to any labororganizationswithwhichthey havea collectivebargainingor any other agreements as appropriate. INCLUDE THIS ENTIRE CLAUSE IN ANY AND ALL SUBCONTRACTS.
c. Appendix A attached hereto and incorporated herein.

2. Cost Principles
a. The Consultant agrees that the Contract Cost Principles and Procedures, 48-CFR, Federal Acquisition Regulations System, Chapter 1 Part 31.000 et seq., shall be used to determine the allowability of cost for individual items. b. The Consultant also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative requirements for Grants and Cooperative Agreements to State and Local Governments. c. Any costs for which payment has been made to the Consultant that are deter -mined by subsequent audit to be unallowable under 48 CFr; Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by the Consultant to the City.

3. Subcontracting
a: the {; onsultant shall perform the work contemplated with resources available within its own organization; and no portion of the work pertinent to this Agreementshall be subcontractedwithoutwritten authorizationby the City's -Contract Manager, except that, which is expressly identified in the approved Cost Proposal.
b. Any subcontract in excess of $ 25,000 shall contain ALL the provisions stipulated in this Agreement to be applicable to subcontractors. c. Any substitution of subconsultants/ subcontractors must be approved in DPW- S FHWA Eng. On -Call T& M - Multiple ( 04- 2022)

Page 1 of 3 ends

Exhibit D
renewal, amendment, or modificationof anystateor federal contract, grant, loan, or cooperative agreement.

2. Ifanyfundsotherthanfederalappropriatedfundshavebeenpaid, orwill be paid to any personfor influencingor -attemptingto influencean officeror employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; the Consultant shall complete and submit Standard Form- LLL, " Disclosure Form to Report Lobbying," in accordance with its instructions. '
B. This certification is a material representation of fact upon which reliance was placed -whenthis transactionwas madeor enteredinto. Submission of this certificationis a prerequisitefor makingorenteringintothistransactionimposed by; Section 1352, Title 31, U. S. Code. Any personwho fails to file the required certification shall be subject to a civil penalty of not less than $ 10, 000 and not more than $ 100, 000 for each such failure.

C:''fhe Consultantalsoagreesbysigningthisdocumentthatheorsheshallrequire thet the language of this certification be included in all lower -tier subcontracts, which exceed $ 100,000, and that all such sub recipients shall certify and disclose accordingly.

6. NON- DISCRIMINATION CLAUSE
Duriih'y theperformanceof thisAgreement, theConsultantanditssubcontractors shall not unlawfully discriminate, harass, or allow harassment against any employe or applicant for employment because of sex, race, color, ancestry, religious -creed, nationalorigin, physicaldisability (includingHIVandAID:), mental disability; medical condition ( e.g., cancer), age ( over 40), marital status, and denial of family care leave. The Consultant and subcontractors shall insure that the evaluation -and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Consultant and subcontractors shall-'complywiththeprovisionsof'theFairEmploymentandHousingAct (Gov.

Code§ 1,2990 ( a-f) et seq.) and the applicable regulations- promulgated thereunder California Code of Regulations, Title 2, Section . 7285- et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 ( a- f), set forth in Chapter 5 of Division 4 of Title 2 of the CaliforniaCode of Regulations, are incorporatedinto this Agreementby reference and made a part hereof as if set forth in full. The Consultant and its subcontractorsshallgivewrittennoticeof theirobligationsunderthisclauseto labor organizations with which they have a collective bargaining or other Agreement.

The Consultantshall includethe nondiscriminationand complianceprovisionsof this clause in all subcontracts to perform work under the Agreement.

DPW-S FHWA Eng On -Call T&M - Multiple (04-2022)

Page 3 of 3 ends

Exhibit D
writing by the City' s Contract Manager.

4. Equipment Purchase
a. Prior authorization in writing, by the City' s Contract Manager shall be required before the Consultant enters into any unbudgeted purchase order, or subcontract exceeding $ 5, 000 for supplies, equipment, or the Consultant services. The Consultant shall provide a written request which includes an evaluation of the necessity or desirability of incurring such costs, three competitive quotations obtained in the manner prescribed in the City's Municipal Code Section 4- 101( d) or 4- 102 as applicable or a sole source justification as provided in the City' s Administrative Order No. 3-3. b. Any equipment purchased as a result of this Agreement is subject to the following: the Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $ 5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, the Consultant may either keep the equipment and credit the City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established the City procedures; and credit the City in an amount equal to the sales price. If the Consultant elects to keep the equipment, fair market value shall be determined at the Consultant' s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to the City and the Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the City. 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $ 5, 000 is credited to the project.
c. The, above provisions shall be included in all subcontracts in excess of 25, 000.

5. PROHIBITION OF EXPENDING City STATE OR FEDERAL FUNDS FOR

LOBBYING
This section only applies to contracts where federal funding will exceed $100, 000 A. The Consultant certifies to the best of his or her knowledge and belief that:

1. No state, federal or City appropriated funds have been paid, or will be paid by -or -on behalf of the Consultant to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, DPW- S FHWA Eng. On -Call T& M - Multiple ( 04- 2022)

Page 2 of 3 ends

Exhibit D

APPENDIX A TO EXHIBIT D
Consultant Service Agreement between City of Fresno ( City) and KRAZAN & ASSOCIATES, INC ( Consultant)
Public Works Capital Improvement Program ( Program)
1) The Consultantshall comply with the regulationsrelative to nondiscriminationin federally assisted programsof the Departmentof Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time REGULATIONS), which are herein incorporated by reference and made a part of this Agreement.
2) The Consultant, with regardto the work performedby it duringthe Agreement, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub -applicants, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectlyinthediscriminationprohibitedbySection21.5oftheREGULATIONS, including employmentpracticeswhentheAgreementcoversa programsetforthinAppendixBof the REGULATIONS.
3) In all solicitationseitherby competitivebiddingor negotiationmadebytheConsultant forworkto beperformedundera Sub -agreement, includingprocurementsofmaterialsor leases of equipment, each potential sub -applicantor supplier shall be notifiedby the Consultantof theConsultant's obligationsunderthisAgreementandthe REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin. 4) The Consultant shall provide all information and reports required by the REGULATIONS, or directivesissued pursuantthereto, and shall permitaccessto the Consultant' s books, records, accounts, other sources of information, and its facilities as maybedeterminedbySTATEorFederalHighwayAdministration (FHWA) tobepertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnishthis information, the Consultantshallsocertifyto theStateofCalifornia (STATE) or the FHWA as appropriate; and shall setforthwhateffortsthe Consultanthasmadeto obtain the information.
5) In the event of the Consultant' s noncompliance with the nondiscrimination provisions of thisAgreement, STATEshallimposesuchagreementsanctionsas it ortheFHWAmay determine to be appropriate, including, but not limited to:
a) withholding of payments to the City under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
b) cancellation, termination or suspension of the Agreement, in whole or in part. 6) The Consultantshallincludethe provisionsof paragraphs (1) through (6) ineverysub - agreement, includingprocurementsofmaterialsandleasesofequipment, unlessexempt by the REGULATIONS, or directivesissuedpursuantthereto. The Consultant shall take suchactionwithrespecttoanysub -agreementorprocurementasSTATEor FHWAmay direct as a meansof enforcingsuch provisionsincludingsanctionsfor noncompliance, provided, however, that, intheeventtheConsultantbecomesinvolvedin, oristhreatened DPW-S FHWA Eng On -Call T&M - Multiple (04-2022) Page 1 of 2 Appendix A to Exhibit D
with, litigation with a sub -applicant or supplier as a result of such direction, the Consultant may request STATE enter into such litigation to protect the interests of STATE, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
7) The Consultant shall execute the following CERTIFICATION OF CONSULTANT, COMMISSIONS & FEES:

I HEREBY CERTIFY that I am i.A-K1 C _ : and duly
authorized representative of the firm of ' K
address is ', 2 i' S W, ' per ,, FA
that, exceptasherebyexpresslystated, ne
whose
and
I nor the above firm that I represent have -
5 a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration;, any firm or person ( other than a bona fide employee working solely for me or the above Consultant) to solicit or secure this Agreement; nor b) agreed; as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the Agreement; nor
c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above Consultant) any fee, contribution, donation, or consideration of .any kind, for or in connection with, procuring or carrying out this Agreement,
I acknowledge that this Certificate is to be made available to the California Department of Transportation ( Caltrans) in connection with this Agreement involving participation of Federal -aid Highway funds, and is subject to applicable state and federal laws, both criminal and civil.

Id-11 -z
Date) ( Signature)
DPW- S FHWA Eng. On -Call T& M - Multiple ( 04- 2022)
Appendix A to Exhibit D

Page 2 of 2 ends

EXHIBIT E

TASK ORDER FORM
Consultant Service Agreement between City of Fresno ( City) and KRAZAN & ASSOCIATES, INC ( Consultant)
Public Works Capital Improvement Program ( Program)
TASK ORDER Click or tap here to enter text.

Title/ Project: Click: or G-ti) Thereto enter text.

Consultant: Click or takehere to enter text.

City Project ID: Qicl< or to) here to ender text.

Task Order Description ( Attach Scope of Work):

Flick or ta}: here do enter text.

Task Order Work Plan:
flick or tar hero to enter text.

Task Order Deliverable:

Lil_ ic ,, t: ll to cnlcl ter.:.

Task Or rk,, r Stafiina:

Task Order Cost:

Task Order Period of Performance:

Task Order DBE Commitment:

Consultant Project Manager:

City Project Manager:

Click, or tap to fRjtl a xt.

Click or tap hVre to enter text.
lah i!cr:: iu cnlc:
lich o? tap he•c t, enter te;:; t,
Authorized Signatures
Consultant' s Authorized Representative I City's Authorized Representative Signature
Name:

Title:

Date:

Attachments:

1. Scope of Work

2. Cost Proposal
DPW-S FHWA Eng. On -Call T&M - Multiple (04-2022)
Exhibit E
Name:

Title:

Date:

Page 1 of 1 ends

Signature

Fresno City CouncilJanuary 15, 2026

Fresno City Council
January 15, 2026