DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -1- AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICESThis Agreement is made and entered into effective ________________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Provost & Pritchard Engineering Group, Inc., dba Provost & Pritchard Consulting Group, a California corporation (Consultant). RECITALS WHEREAS, the City desires to obtain professional engineering services for wellhead treatment improvements at Pump Station 102A (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a Civil Engineer and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for the City by its Director of Public Utilities (Director) or designee. AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. The Consultant shall perform to the satisfaction of the City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or December 31, 2024, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the Citys issuance of a written Notice to Proceed. Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within 900 consecutive calendar days from such authorization to proceed. 3. Compensation. (a) The Consultants sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed $215,986, paid on a time and materials basis in accordance with the schedule of fees contained in Exhibit A, and a contingency amount not to exceed $20,000 for any additional work rendered pursuant to Subsection (c) below and authorized in writing by the Director. (b) Detailed statements shall be rendered monthly and will be payable DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -2- in the normal course of City business. The City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultants compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies, and Force Majeure. (a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the 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 Citys non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the Citys damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the Consultant, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Directors request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -3- caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director of the cessation of such occurrence. 5. Confidential Information, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings and other documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant. The Consultant grants the City a copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verification by the Consultant will be at the Citys sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall 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 DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -4- and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards. 7. Indemnification. To the furthest extent allowed by law including California Civil Code section 2782.8, the Consultant shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. 8. Insurance. (a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than A-VII in the Bests Insurance Rating Guide, or (ii) as may be authorized in writing by the Citys Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to the Consultant shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase fail to maintain any required insurance shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -5- liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (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 Citys execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -6- Manager, if no actual or potential conflict is involved. (d) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither the Consultant, nor any of the Consultants subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement. 10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by the Citys Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the Citys Solid Waste Management Division and by calling the City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the Citys 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. (ci) Cooperate with and demonstrate to the satisfaction of the Citys Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultants expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -7- period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows: (a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultants employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -8- 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 Consultants 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 Citys express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, the Consultant and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultants employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -9- address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 16. Assignment. (a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant. 17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. 22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -10- 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 benefit or flow to the interest of any third parties. 28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Consultant. 29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -11- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Brock D. Buche, PE, PLS, Interim Director of Public Utilities Department of Public Utilities ATTEST: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document #DPU-S Eng. CSA, Short Form T&M - Contingency (04-2022) has been used without modification, as certified by the undersigned. By: Anita Luera, Supervising Engineering Techncian Department of Public Utilities REVIEWED BY: Glenn Knapp, PE, Supervising Professional Engineer Department of Public Utilities Addresses: CITY: City of Fresno Attention: Anita Luera, Supervising Engineering Technician 2101 G Street, Building A Fresno, CA 93706 Phone: (559) 621-1625 Facsimile (559) 498-4126 E-mail: [email protected] Provost & Pritchard Engineering Group, Inc., dba Provost & Pritchard Consulting Group, A California Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Any Applicable Professional License: Number: Name: Date of Issuance: CONSULTANT: Provost & Pritchard Engineering Group, Inc., dba Provost & Pritchard Consulting Group Attention: Kevin Berryhil, PE, Principal Engineer 455 Fir Avenue Clovis, CA 93611 Phone: (559) 449-2700 Facsimile (559) 449-2715 E-mail [email protected]
DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) -12- Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form
EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (City) and Provost & Pritchard Engineering Group, Inc., dba Provost & Pritchard Consulting Group (Consultant) Wellhead Treatment Improvements at Pump Station 102A The Consultant shall provide all labor, materials, equipment, and incidentals required to complete the work. Consulting services shall encompass, but not be limited to, the following: PART 1 SCHEMATIC DESIGN PHASE A. PROGRAMMING AND PROJECT MANAGEMENT 1. Project management and administration 2. Prepare and maintain design and construction schedule 3. Attend kick-off meeting with City staff 4. Participate in monthly status calls or meetings 5. Prepare and submit monthly billing Deliverables: a) Meeting agendas and minutes b) Project schedule and updates B. SURVEYING 1. Conduct right-of-way and boundary research for the two properties and pipeline alignment 2. Conduct field survey to locate sufficient monumentation to re-establish the right-of-way and property lines within the project 3. Conduct topographic survey of the two sites and pipeline alignment Deliverables: a) Topographic survey .DWG file C. UTILITY COORDINATION 1. Utility Research - iViEW 2. Review Record Information 3. Utility Research Letters D. BASIS OF DESIGN REPORT 1. Prepare Basis of Design Report containing the following information a. Design flow rate b. Water quality evaluation c. Estimated head loss through treatment system and resulting impact to well pumping rate
d. GAC design parameters (empty bed contact time, hydraulic loading rate, vessel quantity, and series/parallel operation) e. A description of major site features including features to mitigate aesthetic and operational impacts (e.g. pit and walls); chlorination system; carbon delivery access; and backwash water disposal method f. A description of site access constraints and mitigation approach g. Vessel procurement method h. Electrical construction responsibilities (City vs. Contractor) i. Schematic (30%) site plan showing the proposed improvements j. Schematic design (30%) level opinion of probable construction cost Deliverables: a) Basis of Design Report (.pdf) Assumptions: a) The project management and programming budget is based on a total project duration of 18 months b) A well pump curve is available for use in estimating the loss in well production due to the addition of treatment c) Record drawings are available for the well site PART 2 DESIGN DEVELOPMENT PHASE A. PRELIMINARY PLANS, SPECIFICATIONS, AND COST ESTIMATE 1. Address any remaining comments on the Basis of Design summarized during Part 1 2. Prepare preliminary (60%) plans for wellhead treatment construction project, including the following sheets: i. Cover and index (1 sheet) ii. Legend and notes (1 sheet) iii. Demolition plan (2 sheets) iv. Site plan (1 sheet) v. Grading plan (1 sheet) vi. Site piping plan (2 sheets) vii. Transmission pipeline index (1 sheet) viii. Transmission pipeline plan & profile (2 sheets) ix. Pit piping details (2 sheets) x. Pit structural details (1 sheet) xi. Miscellaneous details (2 sheets) xii. Building details and sections (3 sheets) xiii. Electrical sheets (3 sheets) xiv. Title 24 sheets (3 sheets) xv. Landscape plan (1 sheet) xvi. Irrigation plan (1 sheet) xvii. Landscaping details (2 sheets)
3. Prepare preliminary technical specifications 4. Prepare itemized estimate of quantities and cost 5. Perform internal QA/QC review 6. Submit preliminary (60%) plans, specifications and estimate (PS&E) Deliverables: a) 60% Plans (.pdf and 2 hard copies) b) 60% Bid specifications (.doc and .pdf) c) Updated construction cost opinion (.xls) Assumptions: a) The wellhead treatment and transmission pipeline construction will be bid as a single project b) City-supplied up-front contract documents (Divisions I through IV) will be used c) New GAC vessels will be procured utilizing the Citys standard GAC vessel procurement specifications d) No standby generator, well, deaeration tank, booster pump, or manganese treatment system are included in the project. These features will be shown on Development Permit exhibits as future e) The equipment building will include floor drains and water service, but will not include gas service, or a restroom f) The building will not be ADA compliant. g) SCADA/telecommunications system design, specification, and construction will be accomplished by the City and will not be included in the plans and specifications. h) The building will not be sprinklered or include a fire alarm B. GEOTECHNICAL SERVICES 1. BSK, as a subconsultant to Provost & Pritchard will conduct exploratory borings, laboratory testing, and provide a geotechnical engineering report containing findings, conclusions, and recommendations for use in design and preparation of construction specifications. Deliverables: a) Geotechnical report (.pdf) Assumptions: a) The geotechnical investigation will be limited to the treatment site C. PERMITTING ASSISTANCE 1. Assist City with applying for and obtaining approval for a new or revised Development Permit (formerly known as a conditional use permit, CUP) a. Prepare development permit exhibits consisting of Site Plan, Landscape Plan, and Elevation Views
b. Assist Water Division with preparation of Planning & Development Department Master Application Form c. Submit application to Planning & Development Department d. Participate in one meeting or Planning & Development Department counter visit after the initial application to assist the City in obtaining an approved Development Permit 2. Submit off-site improvements plans to City of Fresno Public Works Department for review and approval 3. Coordinate with the State Water Resources Control Board Division of Drinking Water (DDW) regarding the project 4. Coordinate with Fresno Metropolitan Flood Control District (FMFCD) regarding acceptable location of backwash and flush-to-waste water discharge 5. Establish whether project is subject to SJVAPCD Indirect Source Rule 6. Submit new electrical service application to PG&E if required to obtain new RULE 16 drawing Deliverables: a) Permit exhibits (.pdf) b) Rule 16 (.pdf) Assumptions: a) City will pay for all permit fees directly b) No permits will be required other than those specifically identified above. No Regional Water Quality Control Board waste discharge waiver will be required c) City will provide Preliminary Title Report and supporting Deed documents; Letter of Owner Authorization; and Operational Statement required for CUP application d) The City will handle coordination with residences adjacent to new treatment site regarding aesthetic impacts, and construction activities PART 3 CONSTRUCTION DOCUMENT PHASE A. DRAFT FINAL (90%) DESIGN 1. 60% submittal review meeting with City 2. Address Design Development Phase review comments 3. Prepare draft final plans, including the same sheets listed in the previous phase. 4. Prepare draft final technical specifications 5. Incorporate City up-front contract documents 6. Prepare draft final cost opinions 7. Submit draft final plans, specifications, and estimate 8. Internal QA/QC review prior to submittal
Deliverables: a) 90% Plans (.pdf and 2 hard copies) b) 90% Bid specifications (.doc, .pdf and 2 hard copies) c) Updated construction cost opinion (.xls) B. FINAL (100%) PLANS, SPECIFICATIONS AND ESTIMATES 1. 90% submittal review meeting with City 2. Address draft final review comments 3. Prepare final plans 4. Prepare final technical specifications 5. Prepare final opinion of probable construction costs 6. Submit final plans, specifications, and estimate 7. Internal QA/QC review prior to submittal Deliverables: a) 100% Plans (.pdf and 12 hard copies) b) 100% Bid specifications (.doc, .pdf and 12 hard copies) c) Updated construction cost opinion (.xls) C. BUILDING & SAFETY DEPARTMENT PLANCHECK 1. Submit four full-size plansets and two sets of structural calculations for Building & Safety Department Plancheck 2. Complete backcheck process to obtain Building & Safety Department approval 3. Obtain FMFCD plan approval and signatures Assumptions: a) The contractor will prepare and implement Storm Water Pollution Prevention Plan and Dust Control Plan if required PART 4 ENVIRONMENTAL AND PERMITTING Provost & Pritchard understands that an Initial Study/Mitigated Negative Declaration (IS/MND) is anticipated to be the appropriate level of CEQA documentation for the proposed Project and National Environmental Policy Act (NEPA) is not necessary. The following tasks will be completed in this phase. A. PROJECT KICKOFF 1. Provost & Pritchard will attend one (1) kick-off meeting (via conference call) with the City to clarify work product expectations, communication protocol, and project schedule 2. Provost & Pritchard will prepare AB 52 tribal consultation letters for the Dumna Wo Wah and Table Mountain Tribes to be sent out certified mail on City letterhead
Deliverables: a) Attendance at one (1) project kick-off meeting with the City b) Draft AB 52 tribal consultation letters to be mailed by Lead Agency B. PREPARATION OF ADMINISTRATIVE DRAFT INITIAL STUDY/MITIGATED NEGATIVE DECLARATION (IS/MND) FOR CITY REVIEW Provost & Pritchard will prepare the Administrative Draft IS/MND pursuant to the CEQA Guidelines Appendix G Environmental Checklist, including completing the following desktop studies and exhibits to provide analysis within the IS/MND within the first 30 days: 1. A CalEEMod air model for determining air quality pollutants and greenhouse gases potentially generated by the project 2. Maps and information for the following: Regional Vicinity, Topographic Quadrangle, Area of Potential Effect Boundary, Zoning, General Plan, FEMA Flood, and Sensitive Receptors 3. A United States Department of Agriculture Natural Resource Conservation Service Custom Soil Resource Report for the Project site to determine soil types and associated risks and impacts 4. A Biological Resources Memo based on maps and information for biological resources and wetlands information from California Department of Fish and Wildlife (CDFW) and National Wetlands Inventory (NWI) websites 5. Provost & Pritchard will perform the following research in house for cultural resources a. Records Search & Native American Consultation i. A records search will be conducted from the Southern San Joaquin Valley Information Center of the California Historical Resources Information System (CHRIS) at California State University, Bakersfield. The Information Center will review its files, base maps, and other sources to identify previously recorded archaeological and built-environment sites and prior cultural resources surveys within the project area as well as one-half mile radius of the project ii. Pursuant to the California Public Resources Code Section 5097.9, state and local agencies cooperate with and assist the Native American Heritage Commission (NAHC) in its efforts to preserve and protect locations of sacred or special cultural and spiritual significance to Native Americans. Provost & Pritchard will contact the NAHC to determine whether it has information on sacred or special sites in the study area and to obtain the names and contact information of Native American representatives who may provide details about such sites. Those included on the list will be contacted by letter, telephone, and/or e-mail to request information about the study area
Deliverables: a) One (1) electronic copy of the Administrative Draft IS/MND including desktop studies listed above, and Mitigation Monitoring and Reporting Program C. PUBLIC REVIEW DRAFT INITIAL STUDY/MITIGATED NEGATIVE DECLARATION AND FINALIZED NOTICE OF INTENT TO ADOPT THE IS/MND 1. Upon receipt of one (1) set of consolidated City review comments, Provost & Pritchard will incorporate all comments into the Draft IS/MND, Notice of Intent (NOI), and Notice of Completion (NOC) and provide the City with an electronic screen-check of the revised documents, with all insertions, deletions and formatting changes in strike-through and underline (i.e. Microsoft Word Track Changes). 2. After City staff comments on the screen-check IS/MND, NOI, and NOC, Provost & Pritchard will finalize the documents based upon the comments received and will provide electronic copies of each document to the City. Provost & Pritchard will publish the NOI pursuant to CEQA Guidelines and distribute the NOC and the Draft IS/MND to the State Clearinghouse (SCH) and other interested agencies and individuals identified by the District for the public review period. Deliverables: a) One (1) electronic copy of the Draft IS/MND, NOI and NOC for the City. b) Submittal of CEQA documents to the State Clearinghouse for distribution. D. PREPARATION OF RESPONSE TO COMMENTS AND NOTICE OF DETERMINATION Following the 30-day public comment period, Provost & Pritchard will respond to up to three letters and/or 10 pages of mild complexity. CEQA Guidelines §15075 requires that the lead agency file a Notice of Determination (NOD) within five (5) working days of the agencys decision to approve the project (Public Resources Code §21083). 1. Provost & Pritchard will prepare a draft NOD for review and adoption by City staff. The City will be responsible for the CDFW/CEQA filing fees and filing at the County Clerks Office 2. Provost & Pritchard staff will attend City Council meeting for adoption of CEQA Deliverables: a) One (1) electronic copy of the Response to Comments document and NOD b) Supportive documents including desktop studies, tribal consultation letters, notices, public comments, responses to public comments, etc. (.pdf) c) Mitigation, Monitoring, and Reporting Program, if applicable (.doc and .pdf)
d) Administrative Draft, Public Draft, and Initial Study and ND or MND (.doc and .pdf) e) Final Approved IS/MND Assumptions: a) No biological or cultural field work will be required b) The City will be responsible for the CDFW/CEQA filing fees and filing at the County Clerks Office PART 5 BIDDING PHASE A. BIDDING SERVICES 1. Attend pre-bid conference 2. Assist with the preparation of addenda and clarifications as necessary during the bid period 3. Review bid proposals and provide recommendation for award Deliverables: a) Responses to up to eight Bidder RFIs (.pdf) b) Up to four Addenda (.doc and .pdf) c) Conformed plans and specifications (.dwg, .doc, and .pdf) Assumptions: a) The City will advertise and facilitate the bidding process and Provost & Pritchard will assist PART 6 CONSTRUCTION PHASE A. CONSTRUCTION SERVICES 1. Attend pre-construction kickoff meeting 2. Review contractor submittals prior to the start of construction 3. Make periodic site visits while construction is active to observe the progress of work; including a site visit for substantial completion and a final walk-through. A total of four (4) construction administration site visits are included in the scope of services. 4. Assist in response to RFIs (assumed 8 RFI responses) 5. Review the contractors completion documents. Prepare record drawings based on as-built information furnished by the Contractor and City. Provide one hard copy and one electronic copy of reproducible record drawings to City for permanent records. Deliverables: a) RFI responses (.pdf) b) Up to 40 submittal responses (.pdf) c) As-built drawings (.dwg and .pdf)
Assumptions: a) No flood plain surveys will be required PART 7 OPERATIONS PLAN ASSISTANCE A. OPERATIONS PLAN 1. Meet with City Water Quality Supervisor 2. Provide design criteria (e.g. EBCT, hydraulic loading rate) and site plan exhibit to assist the Citys Water Quality Supervisor with updating the Citys existing GAC Operations Plan as necessary to incorporate TCP treatment at PS 102A remote treatment site 3. Participate in conference call or meeting with City staff and DDW to discuss any comments on the draft Operations Plan Deliverables: a) Site plan exhibit and design criteria parameters (.doc and .pdf) Assumptions: a) The Citys standard GAC Operations Plan will be used. Site specific information contained in the Operations Plan will be updated to include the PS 102A treatment parameters SPECIFIC EXCLUSIONS The following engineering services are specifically excluded from the scope of services but may be provided if requested by the City and following adjustment to this Scope of Services and corresponding fee estimate: 1. Support of any services related to litigation including, but not limited to, expert witness services, responding to subpoenas, participating in depositions, and testifying at trial 2. Legal descriptions and exhibits 3. Applying for plan amendment, rezoning, or code variances 4. Construction staking 5. Services associated with property acquisition except as specifically identified above 6. Preparation of dust control plans and storm water pollution prevention plans 7. Payment of agency plan check and permit fees 8. Payment of fees for outside laboratory, equipment, and testing services 9. Potholing and utility locating services 10. Hydraulic modeling and/or surge analysis 11. Traffic control plans 12. Preparation of Hazardous Materials Business Plan 13. Contractor prequalification 14. Construction management and inspection 15. Corrosion control analysis and studies Provost & Pritchard Consulting Group
2022 Standard Fee ScheduleThis schedule supersedes previously published fee schedules as of the effective date of January 1, 2022. Multi-year contracts are subject to any subsequent changes in these rates.Staff Type Fee RangeEngineering StaffAssistant Engineer $97.00 – $125.00Associate Engineer $115.00 – $147.00Senior Engineer $153.00 – $184.00Principal Engineer $195.00 – $235.00Associate Structural Engineer $120.00 – $146.00Senior Structural Engineer $150.00 – $170.00Principal Structural Engineer $180.00 – $230.00SpecialistsAssociate Biologist $95.00 – $115.00Assistant Environmental Specialist $90.00 – $120.00Associate Environmental Specialist $126.00 – $155.00Senior Environmental Specialist $155.00 – $185.00Principal Environmental Specialist $195.00 – $235.00Assistant GIS Specialist $75.00 – $93.00Associate GIS Specialist $100.00 – $127.00Senior GIS Specialist $135.00 – $170.00Assistant Geologist/Hydrogeologist $95.00 – $113.00Associate Geologist/Hydrogeologist $120.00 – $150.00Senior Geologist/Hydrogeologist $150.00 – $180.00Principal Geologist/Hydrogeologist $195.00 – $235.00Associate Water Resources Specialist $105.00 – $130.00Senior Water Resources Specialist $135.00 – $160.00Environmental & Roof Specialist $120.00 – $200.00External Affairs Specialist $98.00 – $128.00Principal Tunneling Consultant $235.00 – $255.00Planning StaffAssistant Planner/CEQA-NEPA Specialist $85.00 – $105.00Associate Planner/CEQA-NEPA Specialist $110.00 – $133.00Senior Planner/CEQA-NEPA Specialist $140.00 – $168.00Principal Planner/CEQA-NEPA Specialist $173.00 – $196.00Technical StaffAssistant Technician $75.00 – $97.00Associate Technician $102.00 – $125.00 Staff Type Fee RangeSenior Technician $130.00 – $150.00Construction Services StaffAssociate Construction Manager $120.00 – $140.00Senior Construction Manager $145.00 – $167.00Principal Construction Manager $180.00 – $210.00Construction Inspector (1)$152.00 – $177.00Construction Inspector (2)$187.00 – $218.00Support StaffAdministrative Assistant $70.00 – $90.00Project Administrator $80.00 – $105.00Senior Project Administrator $115.00 – $200.00Intern $65.00 – $80.00Surveying Services StaffAssistant Surveyor $95.00 – $115.00Licensed Surveyor $145.00 – $175.001-Man Survey Crew $175.00/$200.00(1)2-Man Survey Crew $245.00/$285.00(1)2-Man Survey Crew including LS $280.00/$295.00(1)UAV (Drone) Services $210.00(Field work not including survey equipment billed at individual standard rate plus vehicle as appropriate.)(1) Prevailing wage rates shown for San Joaquin, Stanislaus, Merced, Madera, Fresno, Tulare, Kings, and Kern counties; other counties as quoted. (2) Overtime for Construction Services prevailing wage will be calculated at 125% of the standard prevailing wage rate.Additional FeesExpert Witness / GIS Training: As quoted. Travel Time (for greater than one (1) hour from employee’s base office): $80/hour (unless the individual’s rate is less)Project CostsMileage: IRS value + 15% Outside Consultants: Cost + 15%Direct Costs: Cost + 15% DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) Page 1 of 4 EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and Provost & Pritchard Engineering Group, Inc., dba Provost & Pritchard Consulting Group (Consultant) Wellhead Treatment Improvements at Pump Station 102A MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for bodily injury, property damage and personal and advertising injury with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under Minimum Limits of Insurance. 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers Compensation insurance as required by the State of California and Employers Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to the Consultants profession. MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) Page 2 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. EMPLOYERS LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. PROFESSIONAL LIABILITY (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the Minimum Limits of Insurance, this insurance policy(ies) shall follow form and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the Citys Risk Manager or designee. At the option of the Citys Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, agents, and volunteers; or (ii) The Consultant shall provide a financial guarantee, satisfactory to the Citys Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. The Consultant shall establish additional insured status for the City and 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 DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) Page 3 of 4 as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. 2. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, the Consultants insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of the Consultants insurance and shall not contribute with it. The Consultant shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers Compensation insurance policy is to contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers. If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five-year discovery period. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by the Consultant, the Consultant must purchase extended reporting coverage for a minimum of five years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. These requirements shall survive expiration or termination of the Agreement. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days written notice by certified mail, return receipt requested, has been given to the City. The Consultant is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the Consultant shall DPU-S Eng. CSA, Short Form T&M Contingency (04-2022) Page 4 of 4 furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of the Citys Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by the City Risk Manager or designee. If no Side Agreement is required, the Consultant will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. VERIFICATION OF COVERAGE The Consultant shall furnish the City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the Citys Risk Manager or its designee prior to the Citys 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. Upon request of the City, the Consultant shall immediately furnish the City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
EXHIBIT CDISCLOSURE OF CONFLICT OF INTERESTWellhead Treatment Improvements at Pump Station 102A YES* NO 1 Are you currently in litigation with the City of Fresno or any of its agents? 2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: Signature Date (Name) (Company) (Address) Additional page(s) attached. (City, State Zip)
N:\Board of Directors\Board Minutes\2022\Resolutions\Resolution 2022-1.doc PROVOST & PRITCHARD ENGINEERING GROUP, INC. RESOLUTION 2022-1 AUTHORIZING SIGNATORY AUTHORITY WHEREAS this Corporation enters into contracts which require the signature of an authorized person representing the Corporation. RESOLVED that the CorporatiBoard of Directors hereby authorizes certain employees of the Corporation to approve/execute contracts of any amount on behalf of Provost & Pritchard Engineering Group, Inc. as follows: Ronald J. Samuelian Michael G. Taylor Russ A. McKay Donald T. Ikemiya Brian E. Ehlers Kevin R. Johansen Randy S. Hopkins Matthew W. Kemp Jeff W. Eklund Heather Bashian Keith M. Mortensen Linda G. Sloan Alex Collins Matthew T. Klinchuch David W. Norman R. Kevin Berryhill Jeff Dorn Maija Madec Soo Ho Park Gavin OLeary Steve Spencer Joe Hopkins Tim Odom RESOLVED, that this Resolution supersedes Resolution 2021-3 and replaces any otherprevious authorizations that have been given. All Directors were present. Upon motion duly made, seconded and unanimously adopted, this resolution was adopted. ________________________________ Michael G. Taylor, Secretary January 13, 2022