DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 23 Exhibit A AGREEMENTCITY OF FRESNO, CALIFORNIACONSULTANT SERVICESTHIS AGREEMENT (Agreement) is made and entered into effective _________________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and PROVOST & PRITCHARD CONSULTING GROUP, a California Corporation (Consultant). RECITALS WHEREAS, the City desires to obtain professional engineering services for Environmental Site Assessment for Northwest Fresno Recharge Basin (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a engineering firm 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 the Director’s designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. The Consultant shall perform to the satisfaction of theCity 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 beeffective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or June 30, 2030, 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 City’s issuance of a written “Notice to Proceed.” Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within 1,800 consecutive calendar days from such authorization to proceed. 3. Compensation.(a) The Consultant’s sole compensation for satisfactory performance ofall services required or rendered pursuant to this Agreement shall be a total fee not to exceed Seventy Five Thousand Dollars ($ 75,000), paid on a time and materials basis in accordance with the schedule of fees contained in EXHIBIT A. (b) Detailed statements shall be rendered monthly and will be payablein the normal course of the City business. The City shall not be obligated to reimburse DPU-S Eng. CSA, Short Form T&M (07-2024) Page 2 of 23 Exhibit A 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 thescope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies and Force Majeure.(a) This Agreement shall terminate without any liability of the City to theConsultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any the City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement,the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of the Consultant tosatisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the Consultant, the City may(i) exercise any right, remedy (in contract, law or equity), or privilege which may beavailable 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 thebreach of the Agreement. If it is determined that the City improperly terminated thisAgreement for default, such termination shall be deemed a termination for convenience.(e) The Consultant shall provide the City with adequate writtenassurances of future performance, upon Director’s 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 (07-2024) Page 3 of 23 Exhibit A caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director, or designee, in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Director, or designee, of the cessation of such occurrence. 5. Confidential Information, Ownership of Documents and Copyright License.(a) Any reports, information, or other data prepared or assembled by theConsultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term “Confidential Information” for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all original sketches, pencil tracings of working drawings,plans, computations, specifications, computer disk files, writings and other documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant. The Consultant grants the Citya copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verificationby the Consultant will be at the City’s sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use. (c) If the Consultant should subcontract all or any portion of the servicesto 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 thisAgreement.6. Professional Skill. It is further mutually understood and agreed by andbetween 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 DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 23 Exhibit A Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.7. Indemnification. To the furthest extent allowed by law, including CaliforniaCivil Code section 2782, Consultant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this Agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement.If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. 8. Insurance.(a) Throughout the life of this Agreement, the Consultant shall pay forand maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, theConsultant or any of its subcontractors/sub-consultants fail to maintain any required insurance, all services and work under this Agreement shall be discontinued immediately, and all payments due, or that become due, to the Consultant shall be withheld until insurance is in compliance with the requirements. Any failure to maintain the required 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.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 5 of 23 Exhibit A (c) The fact that insurance is obtained by the Consultant shall not be deemedto release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. 9. Conflict of Interest and Non-Solicitation.(a) Prior to the City’s execution of this Agreement, the Consultant shallcomplete 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 tocomply, 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 writtenrequest of the City, the Consultant shall provide a written opinion of its legal counsel andthat of any subcontractor that, after a due diligent inquiry, the Consultant and therespective subcontractor(s) are in full compliance with all laws and regulations. TheConsultant shall take, and require its subcontractors to take, reasonable steps to avoidany appearance of a conflict of interest. Upon discovery of any facts giving rise to theappearance of a conflict of interest, the Consultant shall immediately notify the City ofthese facts in writing.(c) Consultant’s duties and services under this Agreement shall notinclude preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) In performing the work or services to be provided hereunder, theConsultant shall not employ or retain the services of any person while such person either DPU-S Eng. CSA, Short Form T&M (07-2024) Page 6 of 23 Exhibit A is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.(e) The Consultant represents and warrants that it has not paid oragreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (f) Neither the Consultant, nor any of the Consultant’s subcontractorsperforming any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (g) If the Consultant should subcontract all or any portion of the work tobe performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (h) This Section 9 shall survive expiration or termination of thisAgreement. 10. Recycling Program. In the event the Consultant maintains an office oroperates 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 recyclingprogram, 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 theirconduct of the audit for each office and facility.(c) Cooperate with and demonstrate to the satisfaction of the City’s SolidWaste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof. 11. General Terms.(a) Except as otherwise provided by law, all notices expressly requiredof the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director, or designee. (b) Records of the Consultant’s expenses pertaining to the Project shallbe 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 DPU-S Eng. CSA, Short Form T&M (07-2024) Page 7 of 23 Exhibit A Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultantshould subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Consultant’s duties and services under this Agreement shall notinclude preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) Prior to execution of this Agreement by the City, the Consultant shallhave 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 andlocal 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 regulationsproviding 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 orapplicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual DPU-S Eng. CSA, Short Form T&M (07-2024) Page 8 of 23 Exhibit A orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements foremployees 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 ofworkers 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 servicesto be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12. 13. Independent Contractor.(a) In the furnishing of the services provided for herein, the Consultantis acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venturebetween 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 Consultantand its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and DPU-S Eng. CSA, Short Form T&M (07-2024) Page 9 of 23 Exhibit A retirement benefits. In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party underthe terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by allparties, 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 noassignment 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 anymonies 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 thisAgreement, the Consultant shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101, et seq.), the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 18. Waiver. The waiver by either party of a breach by the other of any provisionof this Agreement shall not constitute a continuing waiver or a waiver of any subsequent DPU-S Eng. CSA, Short Form T&M (07-2024) Page 10 of 23 Exhibit A 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, andconstrued 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 andreference 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 invalidityor 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 formis 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 orlegal 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, bythe reference, incorporated into and made a part of this Agreement.25. Precedence of Documents. In the event of any conflict between the body ofthis 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 deemedexclusive 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 obligationsdefined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.28. Extent of Agreement. Each party acknowledges that they have read and DPU-S Eng. CSA, Short Form T&M (07-2024) Page 11 of 23 Exhibit A 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 toexecute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on next page.] DPU-S Eng. CSA, Short Form T&M (07-2024) Page 12 of 23 Exhibit A IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.CITY OF FRESNO,A California municipal corporationBy: Georgeanne A. White City Manager No signature of City Attorney required. Standard Document #DPU-S Engineering CSA, Short Form T&M (07-2024) has been used without modification, as certified by the undersigned. By: Joseph De GeorgeProject ManagerATTEST:TODD STERMER, CMC City ClerkBy: DateDeputy Provost & Pritchard Consulting Group, a California Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.)By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Any Applicable Professional License:Number: Name: Date of Issuance: Addresses:CITY:City of FresnoDepartment of Public UtilitiesAttention: Joseph De George Project Manager 1626 E Street Fresno, CA 93706 Phone: (559) 621-1619 Email: [email protected] CONSULTANT: Provost & Pritchard Consulting GroupAttention: Stephanie Gillaspy Prinicpal Environmental Specialist 455 W Fir Avenue Clovis, CA 93611 Phone: (559) 449-2700 Email: [email protected] Attachments: 1. Exhibit A - Scope of Services2. Exhibit B - Insurance Requirements3.Exhibit C - Conflict of Interest Disclosure Form
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 23 Exhibit A EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (City) and Provost & Pritchard Consulting Group (Consultant) The purpose of this ESA is to support the City of Fresno in evaluating potential environmental conditions at the Northwest Fresno Recharge Basin site (APN 505-021-01). Our team will conduct a Phase I ESA in accordance with ASTM E1527-21 and AAI standards, ensuring full compliance with local, State, and federal environmental regulations. If RECs are identified, we will be prepared to transition seamlessly into Phase II investigations, including the development of a targeted sampling and work plan. Provost & Pritchard has a detailed scope of work for preparing a Phase I ESA in accordance with the current ASTM standard (E1527-21). We have conducted many Phase I’s on properties being considered for infiltration basins for many public agencies. Our approach and scope of work is detailed below. Task 1 - Phase I ESA This scope of work is designed to meet the general guidelines specified in the American Society for Testing and Materials (ASTM) Guideline E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.” This standard meets the AAI rule set forth by the Environmental Protection Agency (EPA). The following tasks will be conducted. Task A: Background Information Search 1. Review of local, State, and federal environmental databases listed in ASTME1527-21 within a 1-mile radius of the property.2. Review local agency records and interview agency personnel for historicalinformation (may include City or County building, planning, tax assessor’s, fire,and environmental health departments, as well as State and Regionalenvironmental regulatory departments).3. Gather history on the site from reasonably ascertainable aerial photographs,topographic maps, Sanborn Fire Insurance maps, city directories, and otherpublic records.4. Interview individuals familiar with the history of the site.Task B: Site Reconnaissance 1. Conduct interviews with the property owner, and other key personnel to evaluateif potentially hazardous conditions exist on the property.2. Perform a visual inspection of the property to evaluate if any potentiallyhazardous conditions exist on the property.3. Conduct a drive-by survey of the uses of adjoining properties for evidence ofpotentially hazardous conditions that may impact the subject site.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 2 of 23 Exhibit A Task C: Report of Findings1. Prepare a written report that describes the assessment findings andrecommendations. The report will describe:2. Current and past usage of the property.3. Geologic, hydrogeologic, and topographic conditions.4. Structures and utilities and identify potable water supply and sewage disposalsystem.5. Interior and exterior observations on the property.6. Presence of odors, stains, corrosion, and stressed vegetation.7. Evidence of underground storage tanks, sumps, and drains that potentiallystored or carried hazardous materials.8. Evidence of drums and containers of known or unknown hazardous materials.9. Environmental records search and potential to impact the property.10. Recommendation for Phase II environmental site assessment, if applicable.11. The report will include site photographs, maps, and documentation leading to ourconclusions regarding the investigation. A PDF version of the report will beprovided.Currently Excluded from Scope – May Be Considered Upon Determination or Triggering Conditions This proposal is only pertaining to Phase I Environmental Site Assessment activities and does not include any Phase II activities such as soil or water collection or sampling; evaluation of asbestos, lead based paints, PCBs, or radon; or the list of additional issues as described in Section 13.1.5 of ASTM E1527-21. These services can be provided at a later time if deemed necessary and at your request.Our typical timeline for completing a Phase I is approximately 3 to 4 weeks. For the project the schedule is dependent on the availability of certain public records and site access. Task 2 - Phase II ESA (as approved)If the Phase I ESA identifies RECs, a Phase II ESA will be developed in coordination with the City to investigate potential impacts. This involves targeted soil, groundwater, and vapor sampling to assess the extent of contamination. Samples will be analyzed at a state-certified laboratory to determine contaminant presence and concentration. Data interpretation and reporting will guide the City’s next steps for risk assessment, remediation planning, and regulatory compliance.Estimated Costs & Schedule: Due to site-specific variables, a Phase II ESA scope and cost will be determined after Phase I completion. However, an initial Phase II investigation (e.g., soil or vapor sampling) is typically in the $5,000 to $50,000 range, with work taking approximately 6 to 20 weeks, depending on the complexity of the site DPU-S Eng. CSA, Short Form T&M (07-2024) Page 3 of 23 Exhibit A and regulatory coordination.Task 3 - Geotechnical and Infiltration Study (as approved)Geotechnical evaluations will support infiltration basin feasibility by identifying subsurface conditions, percolation rates, and potential embankment stability concerns.APPROACH1. Perform an initial due diligence geotechnical engineering study toa. Preliminarily evaluate the expected performance of the proposed basin(percolation and seepage through embankments)b. Preliminarily evaluate the primary geotechnical engineering issues fordesign and construction (quality of excavated soil for re-use as compactedengineered fill, etc.)c. With the City, evaluate whether a second due diligence study with asubsurface investigation is warranted (for the City’s overall evaluation ofproperty acquisition), and re-evaluate the preliminary scope and feeestimate for the second study2. Perform the second due diligence study (with a subsurface investigation)a. Note: After the City acquires the property, P&P would use data from thesecond study to prepare a geotechnical engineering document for designand construction under a later scope of services/contractSCOPE OF SERVICES 1. First Due-Diligence Geotechnical Engineering Study2. Review and evaluate pertinent data such as aerial photographs, geologic maps,USDA-soil survey maps, USGS and DWR publications, and well constructionreports related to recharge potential3. Visit the site to observe, evaluate, and document the pertinent geotechnicalengineering aspects of surface conditions (related to percolation performanceand earthwork)4. Perform preliminary engineering and geological evaluations5. Prepare a report that summarizes the followinga. Scope of servicesb. Project description (expected/preliminary)c. Site conditionsd. Geologic, hydrogeologic and soils data – maps and narrativee. Preliminary conclusions about DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 23 Exhibit A i. Expected subsurface conditions and embankment fill materials,including groundwater depths, flow direction, and hydrogeologicsettingii. Potential for geologic hazardsiii. Estimated percolation performance, seepage throughembankments, and best methods for mitigationiv. Primary geotechnical engineering issues for earthwork andembankment designv. The need for performing a subsurface investigation to furtherevaluate risk of poor performance and the potential for othergeotechnical engineering issuesvi. A scope of services and fee estimate for a second due diligencegeotechnical engineering study with a subsurface investigation, ifwarranted6. Second Due-Diligence Geotechnical Engineering Study (Note: If warranted.P&P will update this preliminary scope after we complete the first study)7. Perform a subsurface investigation consisting of excavating test pits using abackhoe, drilling boreholes with a hollow stem drill rid, detailed logging ofpertinent soil and subsurface characteristics8. For preliminary planning, we expect that the investigation will consist ofexcavating about 15-20 test pits to depths of about 6 to 10 feet (during twoworkdays), drilling 6-8 borings to depths of about 40 feet, and drilling 2 boringsto depths of 80 to 100 feet9. Prepare a report that summarizes the followinga. Background (previous work performed in the initial study)b. Scope of servicesc. Summary of data from previous workd. Subsurface datae. Updated conclusion abouti. Expected subsurface conditions, including groundwater andpotential presence of fine-grained layersii. Estimated percolation performance, seepage throughembankments, and best methods for mitigationiii. Primary geotechnical engineering issues for earthwork andembankment designFEE ESTIMATEFirst Due Diligence Study: $16,000 DPU-S Eng. CSA, Short Form T&M (07-2024) Page 5 of 23 Exhibit A Second Due Diligence Study (if warranted/preliminary): $55,000CEQA ComplianceProvost & Pritchard recommends an Initial Study/Mitigated Negative Declaration (IS/MND) to satisfy CEQA requirements, including technical studies for biological and cultural resources. From kickoff to adoption, the CEQA process is estimated to take approximately 8 months.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 6 of 23 Exhibit A
SCHEDULE OF FEES
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 4 Exhibit B EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and Provost & Pritchard Consulting Group (Consultant) Environmental Ste Assessment for Northwest Fresno Recharge Basin MINIMUM SCOPE OF INSURANCECoverage shall be at least as broad as:1. The most current version of Insurance Services Office (ISO) Commercial GeneralLiability Coverage Form CG 00 01, providing liability coverage arising out of your businessoperations. The Commercial General Liability policy shall be written on an occurrenceform and shall provide coverage for “bodily injury,” “property damage” and “personal andadvertising injury” with coverage for premises and operations (including the use of ownedand non-owned equipment), products and completed operations, and contractual liability(including, without limitation, indemnity obligations under the Agreement) with limits ofliability not less than those set forth under “Minimum Limits of Insurance.”2. The most current version of Commercial Auto Coverage Form CA 00 01, providingliability coverage arising out of the ownership, maintenance or use of automobiles in thecourse of your business operations. The Automobile Policy shall be written on anoccurrence form and shall provide coverage for all owned, hired, and non-ownedautomobiles or other licensed vehicles (Code 1- Any Auto).3. Workers’ Compensation insurance as required by the State of California andEmployer’s Liability Insurance.4. Professional Liability (Errors and Omissions) insurance appropriate to Consultant’sprofession.MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY:(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(iii) $2,000,000 aggregate for products and completed operations; and,(iv) $2,000,000 general aggregate applying separately to the work performedunder the Agreement.2. COMMERCIAL AUTOMOBILE LIABILITY:$1,000,000 per accident for bodily injury and property damage.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 2 of 4 Exhibit B
3. WORKERS’ COMPENSATION INSURANCE as required by the State of Californiawith statutory limits.4. EMPLOYER’S LIABILITY:(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit.5. PROFESSIONAL LIABILITY (Errors and Omissions):(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate.UMBRELLA OR EXCESS INSURANCEIn the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:1. The City, its officers, officials, employees, agents, and volunteers are to be coveredas additional insureds. Consultant shall establish additional insured status for the Cityunder the General Liability policy for all ongoing and completed operations by use ofendorsements providing additional insured status as broad as that contained in ISO FormCG 20 10 11 85 or CG 20 10 04 13.2. The coverage shall contain no special limitations on the scope of protectionafforded to the City, its officers, officials, employees, agents, and volunteers. Anyavailable insurance proceeds in excess of the specified minimum limits and coverageshall be available to the Additional Insured.3. Consultant’s insurance coverage shall be primary insurance with respect to theCity, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteersshall be excess of the Consultant’s insurance and shall not contribute with it. TheConsultant shall establish primary and non-contributory status on the General Liabilitypolicy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that providesprimary and non-contributory status as broad as that contained in ISO Form CG 20 01 0413.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 3 of 4 Exhibit B
4. All policies of insurance shall contain, or be endorsed to contain, the followingprovision: the Consultant and its insurer shall waive any right of subrogation against theCity, its officers, officials, employees, agents, and volunteers.5. All policies of insurance required herein shall be endorsed to provide that thecoverage shall not be cancelled, non-renewed, reduced in coverage or in limits exceptafter 30 calendar days written notice by certified mail, return receipt requested, has beengiven to the City. The Consultant is also responsible for providing written notice to theCity 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, theConsultant shall furnish the City with a new certificate and applicable endorsements forsuch policy(ies). In the event any policy is due to expire during the work to be performedfor the City, the Consultant shall provide a new certificate, and applicable endorsements,evidencing renewal of such policy not less than 15 calendar days prior to the expirationdate of the expiring policy.6. Should any of the required policies provide that the defense costs are paid withinthe Limits of Liability, thereby reducing the available limits by any defense costs, then therequirement for the Limits of Liability of these policies will be twice the above stated limits.7. The fact that insurance is obtained by the Consultant shall not be deemed torelease or diminish the liability of the Consultant, including, without limitation, liabilityunder the indemnity provisions of this Agreement. The policy limits do not act as alimitation upon the amount of indemnification to be provided by the Consultant. Approvalor purchase of any insurance contracts or policies shall in no way relieve from liability norlimit the liability of the Consultant, its principals, officers, agents, employees, personsunder the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.CLAIMS-MADE POLICIES If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form: 1. The retroactive date must be shown, and must be before the effective date of theAgreement or the commencement of work by the Consultant.2. Insurance must be maintained and evidence of insurance must be provided for atleast five (5) years after completion of the Agreement work or termination of theAgreement, whichever occurs first, or, in the alternative, the policy shall be endorsed toprovide 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 orthe commencement of work by the Consultant, the Consultant must purchase “extendedreporting” coverage for a minimum of five (5) years completion of the Agreement work ortermination of the Agreement, whichever occurs first.4. A copy of the claims reporting requirements must be submitted to the City forreview.5. These requirements shall survive expiration or termination of the Agreement.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 4 of 4 Exhibit B VERIFICATION OF COVERAGEthe Consultant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’sexecution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, the Consultant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. SUBCONTRACTORS If the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no side agreement is required, the Consultant shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and the Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with the Consultant, and City, prior to commencement of any work by the subcontractor.
DPU-S Eng. CSA, Short Form T&M (07-2024) Page 1 of 1 Exhibit C EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST Environmental Ste Assessment for Northwest Fresno Recharge Basin 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: SignatureDate(Name) (Company) (Address) Additional page(s) attached. (City, State Zip)