HomeMy WebLinkAboutEricsson-Grant - CEQA - RWRF Gas Pipeline - 2021AGREEMENT
CITY OF FRESNO, CALIFORNIA CONSUL TANT SERVICES
THIS AGREEMENT is made and entered into effective the __ of January, 2021, by
and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to
as "CITY"), and Ericsson-Grant, Inc., a California Corporation (hereinafter referred to as
"CONSUL TANT").
RECITALS
WHEREAS, CITY desires to obtain professional Consulting services for the CEQA
Environmental Assessment for the Regional Wastewater Reclamation Facility Renewable
Natural Gas Pipeline project hereinafter referred to as the "Project;" and
WHEREAS, CONSULTANT is engaged in the business of furnishing services as a
Environmental Consultant and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, 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 CITY by its Director of Public Utilities
(hereinafter referred to as "Director") or his/her 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. CONSULT ANT shall perform to the satisfaction of 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, 2022, subject to any earlier
termination in accordance with this Agreement. The services of CONSULTANT as described in
Exhibit A are to commence upon 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 240 consecutive calendar days from such
authorization to proceed.
3.Compensation.
(a)CONSULTANT'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to exceed
Twenty Nine Thousand Three Hundred and Twenty Dollars ($29,320.00) 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 Fifteen Thousand Dollars ($15,000.00) for any additional work
rendered pursuant to Subsection (c) below and authorized in writing by the Director.
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(b) Detailed statements shall be rendered monthly and will be payable in the
normal course of CITY business. 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 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. 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 CITY to
CONSULTANT upon the earlier of: (i) CONSULTANT'S filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party
against CONSULTANT; (ii) 7 calendar days prior written notice with or without cause by CITY to
CONSULTANT; (iii) CITY'S non-appropriation of funds sufficient to meet its obligations hereunder
during any CITY fiscal year of this Agreement, or insufficient funding for the Project; or (iv)
expiration of this Agreement.
(b) lmmediately upon any termination or expiration of this Agreement,
CONSULTANT shall (i) immediately stop allwork hereunder; (ii) immediately cause any and all
of its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and
all properties and materials in the possession of CONSULTANT that are owned by CITY. Subject
to the terms of this Agreement, CONSULTANT shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. CONSULTANT shall not be paid
for any work or services performed or costs incurred which reasonably could have been avoided.
(c) ln the event of termination due to failure of CONSULTANT to satisfactorily
perform in accordance with the terms of this Agreement, CITY may withhold an amount that
would othenrise be payable as an offset to, but not in excess of, CITY'S damages caused by
such failure. ln no event shall any payment by CITY pursuant to this Agreement constitute a
waiver by CITY of any breach of this Agreement which may then exist on the part of
CONSULTANT, nor shall such payment impair or prejudice any remedy available to CITY with
respect to the breach.
(d) Upon any breach of this Agreement by CONSULTANT, 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; andior (lii) recover all direct,
indirect, consequential, economic and incidental damages for the breach of the Agreement. lf it
is determined that CITY improperly terminated this Agreement for default, such termination shall
be deemed a termination for convenience.
(e) CONSULTANT shall provide CITY with adequate written assurances of
future performance, upon Director's request, in the event CONSULTANT fails to comply with any
terms or conditions of this Agreement.
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(Ð CONSULTANT shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of CONSULTANT and without its fault or
negligence such as, acts of God or the public enemy, acts of CITY in its contractual capacity,
fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of
common carriers. CONSULTANT shall notiff 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 lnformation. Ownership of Documents and Copyriqht License.
(a) Any reports, information, or other data prepared or assembled by
CONSULTANT pursuant to this Agreement shall not be made available to any individual or
organization by CONSULTANT without the prior written approval of CITY. Ðuring the term of this
Agreement, and thereafter, CONSULTANT shall not, without the prior written consent of CITY,
disclose to anyone any Confidential lnformation. The term Confidential lnformation for the
purposes of this Agreement shall include all proprietary and confidential information of 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 lnformation shall be and remain confidential and proprietary in
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 CONSULTANT pursuant to this Agreement are the property of CITY at the time of
preparation and shall be turned over to CITY upon expiration or termination of the Agreement or
default by CONSULTANT. CONSULTANT grants CITY a copyright license to use such drawings
and writings. CONSULTANT shall not permit the reproduction or use thereof by any other person
except as otherwise expressly provided herein. CITY may modify the design including any
drawings or writings. Any use by 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 CONSULTANT will be at CITY'S sole risk and without liability or legal exposure to
CONSULTANT. CONSULTANT may keep a copy of all drawings and specifications for its sole
and exclusive use.
(c) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, 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. lt is further mutually understood and agreed by and between
the parties hereto that inasmuch as CONSULTANT represents to CITY that 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, CITY relies upon the skill of CONSULTANT and any subcontractors to do and
perform such services in a skillful manner and CONSULTANT agrees to thus perform the services
and require the same of any subcontractors. Therefore, any acceptance of such services by CITY
shall not operate as a release of CONSULTANT or any subcontractors from said professional
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standards.
7. lndemnification. To the furthest extent allowed by law, 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 and litigation expenses) 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.
lf 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.
L lnsurance
(a) Throughout the life of this Agreement, CONSULTANT shall pay for and
maintain in fullforce 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
lnsurance Commissioner to do business in the State of California and rated no less than "A-Vll"
in the Best's lnsurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk
Manager or his/her designee at any time and in his/her 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 avaílable to 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) lf at any time during the life of the Agreement or any extension,
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 CONSULTANT shall be
withheld until notice is received by 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 CITY.
Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY pursuant to this section shall in any way relieve
CONSULTANT of its responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by 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 CONSULTANT shall not be deemed
to release or diminish the liability of CONSULTANT, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify 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 CONSULTANT. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit
the liability of CONSULTANT, its principals, officers, agents, employees, persons under the
supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
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(d) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, 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
CONSULTANT and CITY prior to the commencement of any services by the subcontractor.
CONSULTANT and any subcontractor/sub-consultant shall establish additional insured status for
CITY, íts officers, officials, employees, agents and volunteers by using lnsurance Service Office
(lSO) Form CG 20 10 11 85 orboth CG 20 10 10 01 and CG 20 37 10 01 orbyan executed
manuscript company endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 1011 85.
9. Conflict of lnterest and Non-Solicitation.
(a) Prior to CITY'S execution of this Agreement, 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, CONSULTANT shall have the obligation and duty
to immediately notify CITY in writing of any change to the information provided by CONSULTANT
in such statement.
(b) 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 (lneligibility to Compete). At any time, upon written request of CITY,
CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, CONSULTANT and the respective subcontracto(s) are in full
compliance with all laws and regulations. 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, CONSULTANT shall
immediately notify CITY of these facts in writing.
(c) ln performing the work or services to be provided hereunder,
CONSULTANT shall not employ or retain the services of any person while such person either is
employed by 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.
(d) CONSULTANT represents and warrants that it has not paid or agreed to
pay any compensation, contingent or othenryise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for,
or perform any services pursuant to, any other contract in connection with this Project.
CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other
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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,
(Ð lf CONSULTANT should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, 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. Recvclinq Program. ln the event 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, CONSULTANT at its sole cost and expense shall:
lmmediately establish and maintain a viable and ongoing recycling program,
approved by CITY'S Solid Waste Management Division, for each office and
facility. Literature describing CITY recycling programs is available from CITY'S
Solid Waste Management Division and by calling City of Fresno Recycling Hotline
at (559) 621-1111.
(ii)lmmediately contact CITY'S Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
Cooperate with and demonstrate to the satisfaction of CITY'S 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
CITY within the body of this Agreement, and not otherwise specifically provided for, shall be
effective only if signed by the Director or his/her designee.
(b) Records of CONSULTANT'S expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to 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. ln
addition, all books, documents, papers, and records of CONSULTANT pertaining to the Project
shall be available for the purpose of making audits, examinations, excerpts, and transcriptions
for the same period of time. lf 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 CITY until such action is resolved, or until the end of said time period whichever shall
later occur. lf CONSULTANT should subcontract all or any portion of the services to be performed
under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 1 1(b) shall survive expiration or termination of this
Agreement.
(i)
(i ii)
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(c) Prior to execution of this Agreement by CITY, CONSULTANT shall have
provided evidence to CITY that CONSULTANT is licensed to perform the services called for by
this Agreement (or that no license is required). lf CONSULTANT should subcontract all or any
portion of the work or services to be performed under this Agreement, CONSULTANT shall
require each subcontractor to provide evidence to 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, 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, CONSULTANT agrees
as follows:
(a) 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, physicaldisability, mentaldisability, medicalcondition, maritalstatus, sex, age, sexual
orientation, ethnicity, status as a disabled veteran orveteran 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) CONSULTANT will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability,
mentaldisability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status
as a disabled veteran orveteran of the Vietnam era. '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 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. CONSULTANT agrees to
post in conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) CONSULTANT will, in all solicitations or advertisements for employees
placed by or on behalf of CONSULTANT in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color, national
origin, ancestry, physicaldisability, mentaldisability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) 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 CONSULTANT'S commitment under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, CONSULTANT shall cause each subcontractor to also
comply with the requirements of this Section 12.
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13. lndependentContractor.
(a) ln the furnishing of the services provided for herein, CONSULTANT is
acting solely as an independent contractor. Neither CONSULTANT, nor any of its officers, agents
or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate
of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or
method by which CONSULTANT shall perform its work and functions. However, CITY shall retain
the right to administer this Agreement so as to verify that 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
CONSULTANT and CITY. CONSULTANT shall have no authority to bind CITY absent CITY'S
express written consent. Except to the extent otherwise provided in this Agreement,
CONSULTANT shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, CONSULTANT and
its officers, agents and employees shall have absolutely no right to employment rights and
benefits available to CITY employees. 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. ln addition, together
with its other obligations under this Agreement, CONSULTANT shall be solely responsible,
indemnify, defend and save CITY harmless from all matters relating to employment and tax
withholding for and payment of 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 CITY employment
benefits, entitlements, programs and/or funds offered employees of CITY whether arising by
reason of any common law, de facto, leased, or co-employee rights or other theory. lt is
acknowledged that during the term of this Agreement, CONSULTANT may be providing services
to others unrelated to 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 mailingthereof.
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. Assiqnment.
(a) This Agreement is personal to CONSULTANT and there shall be no
assignment by CONSULTANT of its rights or obligations under this Agreement without the prior
written approval of the City Manager or his/her designee. Any attempted assignment by
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CONSULTANT, its successors or assigns, shall be null and void unless approved in writing by
the City Manager or his/her designee.
(b) CONSULTANT hereby agrees not to assign the payment of any monies
due CONSULTANT from CITY under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). CITY retains the right to pay any and all monies due CONSULTANT
directly to CONSULTANT.
17. Compliance With Law. ln providing the services required under this Agreement,
CONSULTANT shall at all times comply with all applicable laws of the United States, the State
of California and 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. Governinq 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, modiñ7 or add to the
interpretation or meaning of the provisions of this Agreement.
21. Severabilitv. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the otherprovisions.
22. lnterpretation. The parties acknowledge that this Agreement in its finalform is the
result of the combined efforts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing this
Agreement in favor of or against either party, but rather by construing the terms in accordance
with their generally accepted meaning.
23. Attornev's Fees. lf 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 Ðocuments. ln 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
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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 inequity.
27. No Third Partv 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 Aqreement. 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 CITY and
CONSULTANT.
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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 : _________ _ Michael Carbajal
Director
Department of Public Utilities
ATTEST:
YVONNE SPENCE, CMG
City Clerk
By: ___________ _ Deputy
No signature of City Attorney required.
Standard Document #DPU-S 8.3 has
been used without modification, as
certified by the undersigned.
By: _________ _ Paul Maragoni,
Professional Engineer
Department of Public Utilities
REVIEWED BY:
Jesus Gonzalez
Supervising Professional Engineer
Department of Public Utilities
City of Fresno
Attention: Paul Maragoni,
Professional Engr.
2101 "G" Street, Bldg. "A"
Fresno, CA 93706
Phone: (559) 621-1626
FAX: (559) 457-1568
Attachments:
1.
2.
Exhibit A -Scope of Services
Exhibit B -Insurance Requirements
Ericsson-Grant, I: /.---.
By: i: �
/ I
Name: � A-t:aA ,-r
Title: p,u�it?�
(if 1corporati&; or LLC, Board
Chair, Pres. or Vice Pres.)
By : -.__-9.- �
Name: h Y\ V\.. h-L'"' c.5 � �
Title: ___ C_-4=z:;, _______ _
(if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary)
Any Applicable Professional License:
Number: _________ _
Name: _________ _
Date of Issuance: _____ _
CONSUL TANT:
Ericsson-Grant
Attention: Melanie Halajian,
Senior Environmental Planner, AICP,
2229 W. Fir Avenue
Fresno, Ca 93711
Phone: 559-612-7606
FAX: 559 501-0219
3.Exhibit C -Conflict of Interest Disclosure Form
Exhibit A
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REA I #07600
Kevin Grant
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SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno
(“City”) and Ericsson-Grant Inc. (“Consultant”)
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
TASK 1 – PROJECT KICK-OFF MEETING
Consultant to conduct a kick-off meeting with Stakeholders for introduction of the team, develop
understanding of the roles and critical path items as well as to discuss the Project Description.
Potential stakeholders may include but not be limited to City DPU-UPE Staff and City Planning Staff.
The Consultant will provide the City with a list of data/informational needs including but not limited
to any maps or existing reports, or studies prepared for the Project. Consultant will formulate the
Project Description and submit to the City DPU-UPE staff for review.
Deliverables: Agenda, meeting minutes including action items and Data/informational needs list
TASK 2 – FIELD INVESTIGATIONS
Consultant has reviewed the CEQA Appendix G Initial Study Checklist for the Renewable Natural
Gas Pipeline Project and anticipates that field investigations such as biological surveys will not be
necessary. Assembly Bill 52 Consultation is anticipated and included in the base cost for the
services. Potential issues that may require technical studies include Air Quality & Greenhouse
Gases, Energy Consumption Analysis, Cultural Resources Report, Preliminary Geotechnical Study,
and a Phase I Environmental Site Assessment. Studies deemed necessary are to be funded
from contingency.
Deliverables: Draft and final copies of prepared technical studies
TASK 3 – COORDINATION WITH STAKEHOLDERS
Consultant, with assistance from the City, will develop a list of contacts used to establish
communication with Stakeholders. Stakeholders may include but not be limited to: Fresno County,
PG&E, San Joaquin Valley Pollution Control District, Fresno Metropolitan Flood Control District, and
adjacent property owners. Consultant will notify the stakeholders of the intended project and conduct
meetings via telephone or video conferences to ensure an opportunity for participation. Eight
meetings are included in the agreement with two additional meetings at $1,250 each to be funded
from contingency as may be deemed necessary.
Deliverables: Agenda and meeting minutes, including action items, on a per meeting basis
TASK 4 – PREPARE ENVIRONMENTAL DOCUMENT
Consultant to prepare the Initial Study (IS) and Negative Declaration/Mitigated Negative Declaration
(ND/MND) document in conformance with CEQA requirements to be submitted in three iterations:
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Administrative Draft: Submitted to the City of Fresno for review and comment. Consultant request
that the City provide a set of consolidated “track changes” comments. A conference call or virtual
meeting can be held, if needed, to discuss comments prior to incorporation.
Deliverables: Six (6) hard-copies and two (2) electronic files (PDF and MS Word document)
Screencheck Draft: After incorporating the City’s comments on the Administrative Draft, Consultant
will prepare a Screencheck Draft. This version will be reviewed by the City prior to publication (see
Public Draft publications below and Task 6). Revisions on this iteration are anticipated to be limited
to minor text or grammatical revisions included as necessary at no extra cost.
Deliverables: Two (2) electronic files (PDF and MS Word document)
Public Draft: The Public Draft document will be produced and submitted to the State Clearinghouse.
A shortened review period of 20 days (instead of the usual 30 days) will be requested from the State
Clearinghouse. Consultant will also prepare the appropriate noticing (Notice of Completion, Notice
of Intent) for submission to the State Clearinghouse and County Clerk. The Notice of Intent will also
be published in paper of local circulation (i.e., the Fresno Bee) by Consultant (see Task 6).
Deliverables: Fifteen (15) hard-copies and two (2) electronic files (PDF and MSWord document).
Materials for public distribution shall comply with the Americans with Disabilities Act (ADA) per City
Administrative Order 8-16.
TASK 5 – PREPARE RESPONSE TO COMMENTS, FINAL ENVIRONEMNTAL DOCUMENT AND
MITIGATION MONITORING AND REPORTING PROGRAM (MMRP)
The following items are included in one document as part of the Administrative Final ND/MND
Response to Comments: Consultant will review the comment letters received on the ND/MND and
coordinate with City staff to discuss the responses. Consultant will prepare draft responses to
comments, along with an errata section containing any text revisions, if necessary. Upon completion,
an electronic copy of the Administrative Final ND/MND and the MMRP will be made available to the
City.
Administrative Final Environmental Document: The Administrative Final Document will be
prepared, taking into consideration comments received on the document during the public review
period. This version will be submitted to the City for review and comment.
Administrative Final Mitigation Monitoring and Reporting Program: Assuming preparation of an
MND, the Mitigation Monitoring and Reporting Program (MMRP) will be prepared based on the
document and any revisions to the mitigation measures precipitated by comments received on the
MND. The MMRP will be prepared in a tabular format with columns identifying: the mitigation
measure number; the mitigation measure text; timing for carrying out the measure; and the agency
responsible for implementing the mitigation measure. The Administrative MMRP will be submitted to
the City for review and comment.
Deliverables: Two (2) electronic files (PDF and MS Word document) of the Administrative Final
ND/MND.
Final Environmental Document: After incorporating the City’s comments on the Administrative
Final Document, Consultant will prepare the Final Environmental Document. This version will be
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submitted to the City and circulated to individuals and agencies that commented on the draft
document.
Final MMRP: After incorporating the City’s comments on the Administrative Final MMRP, Consultant
will prepare the Final MMRP. After incorporating the City’s comments on the Administrative Draft,
Consultant will prepare a Screencheck Draft. This version will be reviewed by the City prior to
publication (see Task 6). Revisions on this iteration are anticipated to be limited to minor text or
grammatical revisions included as necessary at no extra cost.
Deliverables: Two (2) electronic files (PDF and MS Word document) of the Final ND/MND.
TASK 6 – PUBLIC HEARINGS
Consultant anticipates participation at up to two public meetings. This includes preparation and
delivering of a PowerPoint presentation related to the CEQA portion of the project and supporting
staff with inquiries about the environmental analysis, support public relations events (if any), respond
to all inquiries. Consultant’s Principal-in-Charge/Project Director and Senior Project Manager will
attend the Planning Commission hearing and the City Council hearing. Cost for additional meetings
will be at a fee of $1,680 per meeting.
Deliverables: PowerPoint presentation and attendance at meetings
TASK 7 – NOTICING
Consultant will prepare and distribute all required CEQA notices. This will include the completion and
distribution of the Notice of Completion, Notice of Intent, Notice of Determination and Notice of
Preparation as appropriate. Consultant will work with City staff to develop and publish press releases
and website postings to provide information to the public regarding CEQA process.
Deliverables: Six (6) hard copies and two (2) electronic files (PDF and MSWord document) of
environmental documentation related to the document, including the Notice of Intent to adopt the
ND/MND, Notice of Completion for the State Clearinghouse, Notice of Determination and Notice of
Preparation as appropriate. Consultant will coordinate and pay for advertisements and public
notifications as required for CEQA preparation and applicable community meetings. Consultant will
also coordinate with and send appropriate documents to the State Clearinghouse and applicable
state agencies. Materials for public distribution shall comply with the Americans with Disabilities Act
(ADA) per City Administrative Order 8-16.
TASK 8 – MONTHLY UPDATE MEETINGS
Given the brief schedule proposed for the project (assumed 3 months or less), Consultant will
establish a scheduled minimum 8 bi-weekly conference calls. An agenda will be provided prior to the
call and meeting notes with action items noting the responsible individual as well as the timeframe
for its completion will be distributed following the call.
Deliverables: Agenda and meeting minutes, including action items, on a per meeting basis
TASK 9 – MONTHLY SCHEDULE AND BUDGET UPDATES
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Consultant will provide an update on progress on the project, detailed billing and costs to date broken
out on a personnel and task basis and a budget update on a monthly basis. The date of the updates
will be tied to the kick-off meeting as the official start of work on the project.
Deliverables: Monthly written update providing project status/milestones reached.
TASK 10 – PROJECT MANAGEMENT
Consultant will provide project management throughout the course of document preparation
including team calls with agendas and notes (see Task 8). Project Management also includes
administrative time for invoicing.
Deliverables: Monthly invoice.
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TENTATIVE SCHEDULE
++Excludes duration associated with Planning Commission and Council Meeting activities
EA Schedule+ Project Task Days/Weeks
Notice to Proceed December 21, 2020
1) Project Initiation (Week of December 21) 1 day
2) Preparation of Draft IS/MND 3 weeks
3) IS/MND Administrative Draft City Review 2 weeks
4) Revise IS/MND 1 week
5) IS/MND Screencheck Draft City Review 2 weeks
6) Production/Noticing 1 week
7) Public Review 30 days
8) Preparation of Draft Final IS/MND 1 week
9) City Review 2 days
10) Final MND and NOD 1 week
Total Duration 16 weeks++
Total Duration
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SCHEDULE OF FEES
Consultant’s proposal fee estimate is provided below. This estimate has been prepared
based on the information provided as part of the RFP. The fee may be subject to
modification if during the analysis any unforeseen issues arise or additional services,
studies or scope is requested by the City.
Consultant’s Standard Labor Rate Schedule is provided below showing hourly rates used
for various job classifications. We have also provided a budget of estimated costs based
on the RFP and the project Description Operational and Environmental Statement for the
RWRF Renewable Natural Gas Pipeline. Additional costs may be necessary if specific
studies are needed to support the analysis.
Employee Category Hourly Billing Rate
Principal $135
Project Director $105
Project Manager $95
Analyst III $90
Analyst II $85
Analyst I/Planner I $75
Cultural Resources $95
Archaeologist $95
Biologist $95
Graphic Designer I $95
Administrative $65
Direct Costs
Postage/Overnight Mail Actual Cost + 10%
Other Direct Costs Actual Cost + 10%
Courier Charges Actual Cost + 10%
Mileage Federal Rate + 15%
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno
(“CITY”) and Ericsson-Grant, Inc (“CONSULTANT”)
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
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 Employer’s Liability Insurance.
4.Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT’s profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to
meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis
for the benefit of the CITY, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and 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 CITY’s Risk Manager
or designee. At the option of the CITY’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects CITY, its officers, officials,
employees, agents, and volunteers; or
(ii) CONSULTANT shall provide a financial guarantee, satisfactory to
CITY’s Risk Manager or designee, guaranteeing payment of losses
and related investigations, claim administration and defense
expenses. At no time shall CITY be responsible for the payment of
any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. CONSULTANT shall establish additional
insured 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
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG
20 37.
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2. The coverage shall contain no special limitations on the scope of protection
afforded to 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, CONSULTANT’s insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents,
and volunteers shall be excess of CONSULTANT’s insurance and shall not
contribute with it. 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: CONSULTANT and its insurer shall waive any right of subrogation
against 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 CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five (5) year
discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by CONSULTANT,
CONSULTANT must purchase “extended reporting” coverage for a
minimum of five (5) years completion of the Agreement work or termination
of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to 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
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. 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, CONSULTANT
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shall furnish CITY with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due to expire during the work to be performed for
CITY, CONSULTANT shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) 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 CONSULTANT shall not be deemed to release or
diminish the liability of 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 CONSULTANT. Approval or purchase
of any insurance contracts or policies shall in no way relieve from liability nor limit the
liability of CONSULTANT, its principals, officers, agents, employees, persons under the
supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If CONSULTANT subcontracts any or all of the services to be
performed under this Agreement, 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, CONSULTANT will be solely responsible for ensuring
that it’s subcontractors maintain insurance coverage at levels no less than those
required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the CITY’S Risk Manager or his/her designee prior
to CITY’S execution of the Agreement and before work commences. All non-ISO
endorsements amending policy coverage shall be executed by a licensed and authorized
agent or broker. Upon request of CITY, CONSULTANT shall immediately furnish City
with a complete copy of any insurance policy required under this Agreement, including
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.
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Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
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AGREEMENT
CITY OF FRESNO, CALIFORNIA CONSUL TANT SERVICES
THIS AGREEMENT is made and entered into effective the __ of January, 2021, by
and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to
as "CITY"), and Ericsson-Grant, Inc., a California Corporation (hereinafter referred to as
"CONSUL TANT").
RECITALS
WHEREAS, CITY desires to obtain professional Consulting services for the CEQA
Environmental Assessment for the Regional Wastewater Reclamation Facility Renewable
Natural Gas Pipeline project hereinafter referred to as the "Project;" and
WHEREAS, CONSULTANT is engaged in the business of furnishing services as a
Environmental Consultant and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, 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 CITY by its Director of Public Utilities
(hereinafter referred to as "Director") or his/her 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. CONSULT ANT shall perform to the satisfaction of 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, 2022, subject to any earlier
termination in accordance with this Agreement. The services of CONSULTANT as described in
Exhibit A are to commence upon 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 240 consecutive calendar days from such
authorization to proceed.
3.Compensation.
(a)CONSULTANT'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to exceed
Twenty Nine Thousand Three Hundred and Twenty Dollars ($29,320.00) 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 Fifteen Thousand Dollars ($15,000.00) for any additional work
rendered pursuant to Subsection (c) below and authorized in writing by the Director.
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(b) Detailed statements shall be rendered monthly and will be payable in the
normal course of CITY business. 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 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. 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 CITY to
CONSULTANT upon the earlier of: (i) CONSULTANT'S filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party
against CONSULTANT; (ii) 7 calendar days prior written notice with or without cause by CITY to
CONSULTANT; (iii) CITY'S non-appropriation of funds sufficient to meet its obligations hereunder
during any CITY fiscal year of this Agreement, or insufficient funding for the Project; or (iv)
expiration of this Agreement.
(b) lmmediately upon any termination or expiration of this Agreement,
CONSULTANT shall (i) immediately stop allwork hereunder; (ii) immediately cause any and all
of its subcontractors to cease work; and (iii) return to CITY any and all unearned payments and
all properties and materials in the possession of CONSULTANT that are owned by CITY. Subject
to the terms of this Agreement, CONSULTANT shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. CONSULTANT shall not be paid
for any work or services performed or costs incurred which reasonably could have been avoided.
(c) ln the event of termination due to failure of CONSULTANT to satisfactorily
perform in accordance with the terms of this Agreement, CITY may withhold an amount that
would othenrise be payable as an offset to, but not in excess of, CITY'S damages caused by
such failure. ln no event shall any payment by CITY pursuant to this Agreement constitute a
waiver by CITY of any breach of this Agreement which may then exist on the part of
CONSULTANT, nor shall such payment impair or prejudice any remedy available to CITY with
respect to the breach.
(d) Upon any breach of this Agreement by CONSULTANT, 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; andior (lii) recover all direct,
indirect, consequential, economic and incidental damages for the breach of the Agreement. lf it
is determined that CITY improperly terminated this Agreement for default, such termination shall
be deemed a termination for convenience.
(e) CONSULTANT shall provide CITY with adequate written assurances of
future performance, upon Director's request, in the event CONSULTANT fails to comply with any
terms or conditions of this Agreement.
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(Ð CONSULTANT shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of CONSULTANT and without its fault or
negligence such as, acts of God or the public enemy, acts of CITY in its contractual capacity,
fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of
common carriers. CONSULTANT shall notiff 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 lnformation. Ownership of Documents and Copyriqht License.
(a) Any reports, information, or other data prepared or assembled by
CONSULTANT pursuant to this Agreement shall not be made available to any individual or
organization by CONSULTANT without the prior written approval of CITY. Ðuring the term of this
Agreement, and thereafter, CONSULTANT shall not, without the prior written consent of CITY,
disclose to anyone any Confidential lnformation. The term Confidential lnformation for the
purposes of this Agreement shall include all proprietary and confidential information of 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 lnformation shall be and remain confidential and proprietary in
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 CONSULTANT pursuant to this Agreement are the property of CITY at the time of
preparation and shall be turned over to CITY upon expiration or termination of the Agreement or
default by CONSULTANT. CONSULTANT grants CITY a copyright license to use such drawings
and writings. CONSULTANT shall not permit the reproduction or use thereof by any other person
except as otherwise expressly provided herein. CITY may modify the design including any
drawings or writings. Any use by 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 CONSULTANT will be at CITY'S sole risk and without liability or legal exposure to
CONSULTANT. CONSULTANT may keep a copy of all drawings and specifications for its sole
and exclusive use.
(c) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, 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. lt is further mutually understood and agreed by and between
the parties hereto that inasmuch as CONSULTANT represents to CITY that 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, CITY relies upon the skill of CONSULTANT and any subcontractors to do and
perform such services in a skillful manner and CONSULTANT agrees to thus perform the services
and require the same of any subcontractors. Therefore, any acceptance of such services by CITY
shall not operate as a release of CONSULTANT or any subcontractors from said professional
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standards.
7. lndemnification. To the furthest extent allowed by law, 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 and litigation expenses) 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.
lf 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.
L lnsurance
(a) Throughout the life of this Agreement, CONSULTANT shall pay for and
maintain in fullforce 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
lnsurance Commissioner to do business in the State of California and rated no less than "A-Vll"
in the Best's lnsurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk
Manager or his/her designee at any time and in his/her 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 avaílable to 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) lf at any time during the life of the Agreement or any extension,
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 CONSULTANT shall be
withheld until notice is received by 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 CITY.
Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY pursuant to this section shall in any way relieve
CONSULTANT of its responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by 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 CONSULTANT shall not be deemed
to release or diminish the liability of CONSULTANT, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify 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 CONSULTANT. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit
the liability of CONSULTANT, its principals, officers, agents, employees, persons under the
supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
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(d) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, 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
CONSULTANT and CITY prior to the commencement of any services by the subcontractor.
CONSULTANT and any subcontractor/sub-consultant shall establish additional insured status for
CITY, íts officers, officials, employees, agents and volunteers by using lnsurance Service Office
(lSO) Form CG 20 10 11 85 orboth CG 20 10 10 01 and CG 20 37 10 01 orbyan executed
manuscript company endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 1011 85.
9. Conflict of lnterest and Non-Solicitation.
(a) Prior to CITY'S execution of this Agreement, 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, CONSULTANT shall have the obligation and duty
to immediately notify CITY in writing of any change to the information provided by CONSULTANT
in such statement.
(b) 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 (lneligibility to Compete). At any time, upon written request of CITY,
CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, CONSULTANT and the respective subcontracto(s) are in full
compliance with all laws and regulations. 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, CONSULTANT shall
immediately notify CITY of these facts in writing.
(c) ln performing the work or services to be provided hereunder,
CONSULTANT shall not employ or retain the services of any person while such person either is
employed by 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.
(d) CONSULTANT represents and warrants that it has not paid or agreed to
pay any compensation, contingent or othenryise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for,
or perform any services pursuant to, any other contract in connection with this Project.
CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other
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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,
(Ð lf CONSULTANT should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, 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. Recvclinq Program. ln the event 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, CONSULTANT at its sole cost and expense shall:
lmmediately establish and maintain a viable and ongoing recycling program,
approved by CITY'S Solid Waste Management Division, for each office and
facility. Literature describing CITY recycling programs is available from CITY'S
Solid Waste Management Division and by calling City of Fresno Recycling Hotline
at (559) 621-1111.
(ii)lmmediately contact CITY'S Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
Cooperate with and demonstrate to the satisfaction of CITY'S 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
CITY within the body of this Agreement, and not otherwise specifically provided for, shall be
effective only if signed by the Director or his/her designee.
(b) Records of CONSULTANT'S expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to 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. ln
addition, all books, documents, papers, and records of CONSULTANT pertaining to the Project
shall be available for the purpose of making audits, examinations, excerpts, and transcriptions
for the same period of time. lf 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 CITY until such action is resolved, or until the end of said time period whichever shall
later occur. lf CONSULTANT should subcontract all or any portion of the services to be performed
under this Agreement, CONSULTANT shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 1 1(b) shall survive expiration or termination of this
Agreement.
(i)
(i ii)
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(c) Prior to execution of this Agreement by CITY, CONSULTANT shall have
provided evidence to CITY that CONSULTANT is licensed to perform the services called for by
this Agreement (or that no license is required). lf CONSULTANT should subcontract all or any
portion of the work or services to be performed under this Agreement, CONSULTANT shall
require each subcontractor to provide evidence to 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, 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, CONSULTANT agrees
as follows:
(a) 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, physicaldisability, mentaldisability, medicalcondition, maritalstatus, sex, age, sexual
orientation, ethnicity, status as a disabled veteran orveteran 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) CONSULTANT will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability,
mentaldisability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status
as a disabled veteran orveteran of the Vietnam era. '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 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. CONSULTANT agrees to
post in conspicuous places, available to employees and applicants for employment, notices
setting forth the provision of this nondiscrimination clause.
(c) CONSULTANT will, in all solicitations or advertisements for employees
placed by or on behalf of CONSULTANT in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color, national
origin, ancestry, physicaldisability, mentaldisability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) 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 CONSULTANT'S commitment under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) lf CONSULTANT should subcontract all or any portion of the services to
be performed under this Agreement, CONSULTANT shall cause each subcontractor to also
comply with the requirements of this Section 12.
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13. lndependentContractor.
(a) ln the furnishing of the services provided for herein, CONSULTANT is
acting solely as an independent contractor. Neither CONSULTANT, nor any of its officers, agents
or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate
of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or
method by which CONSULTANT shall perform its work and functions. However, CITY shall retain
the right to administer this Agreement so as to verify that 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
CONSULTANT and CITY. CONSULTANT shall have no authority to bind CITY absent CITY'S
express written consent. Except to the extent otherwise provided in this Agreement,
CONSULTANT shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, CONSULTANT and
its officers, agents and employees shall have absolutely no right to employment rights and
benefits available to CITY employees. 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. ln addition, together
with its other obligations under this Agreement, CONSULTANT shall be solely responsible,
indemnify, defend and save CITY harmless from all matters relating to employment and tax
withholding for and payment of 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 CITY employment
benefits, entitlements, programs and/or funds offered employees of CITY whether arising by
reason of any common law, de facto, leased, or co-employee rights or other theory. lt is
acknowledged that during the term of this Agreement, CONSULTANT may be providing services
to others unrelated to 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 mailingthereof.
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. Assiqnment.
(a) This Agreement is personal to CONSULTANT and there shall be no
assignment by CONSULTANT of its rights or obligations under this Agreement without the prior
written approval of the City Manager or his/her designee. Any attempted assignment by
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CONSULTANT, its successors or assigns, shall be null and void unless approved in writing by
the City Manager or his/her designee.
(b) CONSULTANT hereby agrees not to assign the payment of any monies
due CONSULTANT from CITY under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). CITY retains the right to pay any and all monies due CONSULTANT
directly to CONSULTANT.
17. Compliance With Law. ln providing the services required under this Agreement,
CONSULTANT shall at all times comply with all applicable laws of the United States, the State
of California and 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. Governinq 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, modiñ7 or add to the
interpretation or meaning of the provisions of this Agreement.
21. Severabilitv. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the otherprovisions.
22. lnterpretation. The parties acknowledge that this Agreement in its finalform is the
result of the combined efforts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing this
Agreement in favor of or against either party, but rather by construing the terms in accordance
with their generally accepted meaning.
23. Attornev's Fees. lf 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 Ðocuments. ln 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
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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 inequity.
27. No Third Partv 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 Aqreement. 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 CITY and
CONSULTANT.
ilt
ilt
ilt
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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 : _________ _ Michael Carbajal
Director
Department of Public Utilities
ATTEST:
YVONNE SPENCE, CMG
City Clerk
By: ___________ _ Deputy
No signature of City Attorney required.
Standard Document #DPU-S 8.3 has
been used without modification, as
certified by the undersigned.
By: _________ _ Paul Maragoni,
Professional Engineer
Department of Public Utilities
REVIEWED BY:
Jesus Gonzalez
Supervising Professional Engineer
Department of Public Utilities
City of Fresno
Attention: Paul Maragoni,
Professional Engr.
2101 "G" Street, Bldg. "A"
Fresno, CA 93706
Phone: (559) 621-1626
FAX: (559) 457-1568
Attachments:
1.
2.
Exhibit A -Scope of Services
Exhibit B -Insurance Requirements
Ericsson-Grant, I: /.---.
By: i: �
/ I
Name: � A-t:aA ,-r
Title: p,u�it?�
(if 1corporati&; or LLC, Board
Chair, Pres. or Vice Pres.)
By : -.__-9.- �
Name: h Y\ V\.. h-L'"' c.5 � �
Title: ___ C_-4=z:;, _______ _
(if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary)
Any Applicable Professional License:
Number: _________ _
Name: _________ _
Date of Issuance: _____ _
CONSUL TANT:
Ericsson-Grant
Attention: Melanie Halajian,
Senior Environmental Planner, AICP,
2229 W. Fir Avenue
Fresno, Ca 93711
Phone: 559-612-7606
FAX: 559 501-0219
3.Exhibit C -Conflict of Interest Disclosure Form
Exhibit A
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REA I #07600
Kevin Grant
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1/4/2021
Yvonne Spence
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1/8/2021
1/8/2021
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SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno
(“City”) and Ericsson-Grant Inc. (“Consultant”)
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
TASK 1 – PROJECT KICK-OFF MEETING
Consultant to conduct a kick-off meeting with Stakeholders for introduction of the team, develop
understanding of the roles and critical path items as well as to discuss the Project Description.
Potential stakeholders may include but not be limited to City DPU-UPE Staff and City Planning Staff.
The Consultant will provide the City with a list of data/informational needs including but not limited
to any maps or existing reports, or studies prepared for the Project. Consultant will formulate the
Project Description and submit to the City DPU-UPE staff for review.
Deliverables: Agenda, meeting minutes including action items and Data/informational needs list
TASK 2 – FIELD INVESTIGATIONS
Consultant has reviewed the CEQA Appendix G Initial Study Checklist for the Renewable Natural
Gas Pipeline Project and anticipates that field investigations such as biological surveys will not be
necessary. Assembly Bill 52 Consultation is anticipated and included in the base cost for the
services. Potential issues that may require technical studies include Air Quality & Greenhouse
Gases, Energy Consumption Analysis, Cultural Resources Report, Preliminary Geotechnical Study,
and a Phase I Environmental Site Assessment. Studies deemed necessary are to be funded
from contingency.
Deliverables: Draft and final copies of prepared technical studies
TASK 3 – COORDINATION WITH STAKEHOLDERS
Consultant, with assistance from the City, will develop a list of contacts used to establish
communication with Stakeholders. Stakeholders may include but not be limited to: Fresno County,
PG&E, San Joaquin Valley Pollution Control District, Fresno Metropolitan Flood Control District, and
adjacent property owners. Consultant will notify the stakeholders of the intended project and conduct
meetings via telephone or video conferences to ensure an opportunity for participation. Eight
meetings are included in the agreement with two additional meetings at $1,250 each to be funded
from contingency as may be deemed necessary.
Deliverables: Agenda and meeting minutes, including action items, on a per meeting basis
TASK 4 – PREPARE ENVIRONMENTAL DOCUMENT
Consultant to prepare the Initial Study (IS) and Negative Declaration/Mitigated Negative Declaration
(ND/MND) document in conformance with CEQA requirements to be submitted in three iterations:
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Administrative Draft: Submitted to the City of Fresno for review and comment. Consultant request
that the City provide a set of consolidated “track changes” comments. A conference call or virtual
meeting can be held, if needed, to discuss comments prior to incorporation.
Deliverables: Six (6) hard-copies and two (2) electronic files (PDF and MS Word document)
Screencheck Draft: After incorporating the City’s comments on the Administrative Draft, Consultant
will prepare a Screencheck Draft. This version will be reviewed by the City prior to publication (see
Public Draft publications below and Task 6). Revisions on this iteration are anticipated to be limited
to minor text or grammatical revisions included as necessary at no extra cost.
Deliverables: Two (2) electronic files (PDF and MS Word document)
Public Draft: The Public Draft document will be produced and submitted to the State Clearinghouse.
A shortened review period of 20 days (instead of the usual 30 days) will be requested from the State
Clearinghouse. Consultant will also prepare the appropriate noticing (Notice of Completion, Notice
of Intent) for submission to the State Clearinghouse and County Clerk. The Notice of Intent will also
be published in paper of local circulation (i.e., the Fresno Bee) by Consultant (see Task 6).
Deliverables: Fifteen (15) hard-copies and two (2) electronic files (PDF and MSWord document).
Materials for public distribution shall comply with the Americans with Disabilities Act (ADA) per City
Administrative Order 8-16.
TASK 5 – PREPARE RESPONSE TO COMMENTS, FINAL ENVIRONEMNTAL DOCUMENT AND
MITIGATION MONITORING AND REPORTING PROGRAM (MMRP)
The following items are included in one document as part of the Administrative Final ND/MND
Response to Comments: Consultant will review the comment letters received on the ND/MND and
coordinate with City staff to discuss the responses. Consultant will prepare draft responses to
comments, along with an errata section containing any text revisions, if necessary. Upon completion,
an electronic copy of the Administrative Final ND/MND and the MMRP will be made available to the
City.
Administrative Final Environmental Document: The Administrative Final Document will be
prepared, taking into consideration comments received on the document during the public review
period. This version will be submitted to the City for review and comment.
Administrative Final Mitigation Monitoring and Reporting Program: Assuming preparation of an
MND, the Mitigation Monitoring and Reporting Program (MMRP) will be prepared based on the
document and any revisions to the mitigation measures precipitated by comments received on the
MND. The MMRP will be prepared in a tabular format with columns identifying: the mitigation
measure number; the mitigation measure text; timing for carrying out the measure; and the agency
responsible for implementing the mitigation measure. The Administrative MMRP will be submitted to
the City for review and comment.
Deliverables: Two (2) electronic files (PDF and MS Word document) of the Administrative Final
ND/MND.
Final Environmental Document: After incorporating the City’s comments on the Administrative
Final Document, Consultant will prepare the Final Environmental Document. This version will be
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submitted to the City and circulated to individuals and agencies that commented on the draft
document.
Final MMRP: After incorporating the City’s comments on the Administrative Final MMRP, Consultant
will prepare the Final MMRP. After incorporating the City’s comments on the Administrative Draft,
Consultant will prepare a Screencheck Draft. This version will be reviewed by the City prior to
publication (see Task 6). Revisions on this iteration are anticipated to be limited to minor text or
grammatical revisions included as necessary at no extra cost.
Deliverables: Two (2) electronic files (PDF and MS Word document) of the Final ND/MND.
TASK 6 – PUBLIC HEARINGS
Consultant anticipates participation at up to two public meetings. This includes preparation and
delivering of a PowerPoint presentation related to the CEQA portion of the project and supporting
staff with inquiries about the environmental analysis, support public relations events (if any), respond
to all inquiries. Consultant’s Principal-in-Charge/Project Director and Senior Project Manager will
attend the Planning Commission hearing and the City Council hearing. Cost for additional meetings
will be at a fee of $1,680 per meeting.
Deliverables: PowerPoint presentation and attendance at meetings
TASK 7 – NOTICING
Consultant will prepare and distribute all required CEQA notices. This will include the completion and
distribution of the Notice of Completion, Notice of Intent, Notice of Determination and Notice of
Preparation as appropriate. Consultant will work with City staff to develop and publish press releases
and website postings to provide information to the public regarding CEQA process.
Deliverables: Six (6) hard copies and two (2) electronic files (PDF and MSWord document) of
environmental documentation related to the document, including the Notice of Intent to adopt the
ND/MND, Notice of Completion for the State Clearinghouse, Notice of Determination and Notice of
Preparation as appropriate. Consultant will coordinate and pay for advertisements and public
notifications as required for CEQA preparation and applicable community meetings. Consultant will
also coordinate with and send appropriate documents to the State Clearinghouse and applicable
state agencies. Materials for public distribution shall comply with the Americans with Disabilities Act
(ADA) per City Administrative Order 8-16.
TASK 8 – MONTHLY UPDATE MEETINGS
Given the brief schedule proposed for the project (assumed 3 months or less), Consultant will
establish a scheduled minimum 8 bi-weekly conference calls. An agenda will be provided prior to the
call and meeting notes with action items noting the responsible individual as well as the timeframe
for its completion will be distributed following the call.
Deliverables: Agenda and meeting minutes, including action items, on a per meeting basis
TASK 9 – MONTHLY SCHEDULE AND BUDGET UPDATES
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Consultant will provide an update on progress on the project, detailed billing and costs to date broken
out on a personnel and task basis and a budget update on a monthly basis. The date of the updates
will be tied to the kick-off meeting as the official start of work on the project.
Deliverables: Monthly written update providing project status/milestones reached.
TASK 10 – PROJECT MANAGEMENT
Consultant will provide project management throughout the course of document preparation
including team calls with agendas and notes (see Task 8). Project Management also includes
administrative time for invoicing.
Deliverables: Monthly invoice.
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TENTATIVE SCHEDULE
++Excludes duration associated with Planning Commission and Council Meeting activities
EA Schedule+ Project Task Days/Weeks
Notice to Proceed December 21, 2020
1) Project Initiation (Week of December 21) 1 day
2) Preparation of Draft IS/MND 3 weeks
3) IS/MND Administrative Draft City Review 2 weeks
4) Revise IS/MND 1 week
5) IS/MND Screencheck Draft City Review 2 weeks
6) Production/Noticing 1 week
7) Public Review 30 days
8) Preparation of Draft Final IS/MND 1 week
9) City Review 2 days
10) Final MND and NOD 1 week
Total Duration 16 weeks++
Total Duration
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SCHEDULE OF FEES
Consultant’s proposal fee estimate is provided below. This estimate has been prepared
based on the information provided as part of the RFP. The fee may be subject to
modification if during the analysis any unforeseen issues arise or additional services,
studies or scope is requested by the City.
Consultant’s Standard Labor Rate Schedule is provided below showing hourly rates used
for various job classifications. We have also provided a budget of estimated costs based
on the RFP and the project Description Operational and Environmental Statement for the
RWRF Renewable Natural Gas Pipeline. Additional costs may be necessary if specific
studies are needed to support the analysis.
Employee Category Hourly Billing Rate
Principal $135
Project Director $105
Project Manager $95
Analyst III $90
Analyst II $85
Analyst I/Planner I $75
Cultural Resources $95
Archaeologist $95
Biologist $95
Graphic Designer I $95
Administrative $65
Direct Costs
Postage/Overnight Mail Actual Cost + 10%
Other Direct Costs Actual Cost + 10%
Courier Charges Actual Cost + 10%
Mileage Federal Rate + 15%
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno
(“CITY”) and Ericsson-Grant, Inc (“CONSULTANT”)
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
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 Employer’s Liability Insurance.
4.Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT’s profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to
meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis
for the benefit of the CITY, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and 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 CITY’s Risk Manager
or designee. At the option of the CITY’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects CITY, its officers, officials,
employees, agents, and volunteers; or
(ii) CONSULTANT shall provide a financial guarantee, satisfactory to
CITY’s Risk Manager or designee, guaranteeing payment of losses
and related investigations, claim administration and defense
expenses. At no time shall CITY be responsible for the payment of
any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. CONSULTANT shall establish additional
insured 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
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG
20 37.
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2. The coverage shall contain no special limitations on the scope of protection
afforded to 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, CONSULTANT’s insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents,
and volunteers shall be excess of CONSULTANT’s insurance and shall not
contribute with it. 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: CONSULTANT and its insurer shall waive any right of subrogation
against 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 CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five (5) year
discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by CONSULTANT,
CONSULTANT must purchase “extended reporting” coverage for a
minimum of five (5) years completion of the Agreement work or termination
of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to 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
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. 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, CONSULTANT
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shall furnish CITY with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due to expire during the work to be performed for
CITY, CONSULTANT shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) 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 CONSULTANT shall not be deemed to release or
diminish the liability of 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 CONSULTANT. Approval or purchase
of any insurance contracts or policies shall in no way relieve from liability nor limit the
liability of CONSULTANT, its principals, officers, agents, employees, persons under the
supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If CONSULTANT subcontracts any or all of the services to be
performed under this Agreement, 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, CONSULTANT will be solely responsible for ensuring
that it’s subcontractors maintain insurance coverage at levels no less than those
required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the CITY’S Risk Manager or his/her designee prior
to CITY’S execution of the Agreement and before work commences. All non-ISO
endorsements amending policy coverage shall be executed by a licensed and authorized
agent or broker. Upon request of CITY, CONSULTANT shall immediately furnish City
with a complete copy of any insurance policy required under this Agreement, including
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.
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Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
CEQA Environmental Assessment for the Regional Wastewater Reclamation
Facility Renewable Natural Gas Pipeline
PROJECT TITLE
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