HomeMy WebLinkAboutBSK Associates Agreement Consultant Services 10-5-23FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into, effective
__________________________, by and between the CITY OF FRESNO, a California
municipal corporation (City), and BSK ASSOCIATES, a California Corporation
(Consultant).
RECITALS
WHEREAS, the City desires to obtain professional environmental services for
Fresno Yosemite International Airport - Site Investigation for Per-and
Polyfluoroalkyl Substances - Additional Work Plan Development (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Enviornmental 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, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its Director of
Aviation (Director) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and promises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1.Scope of Services. The Consultant shall perform to the satisfaction of the City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2.Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through September 1, 2025, subject to any earlier termination in
accordance with this Agreement. The services of the Consultant as described in
Exhibit A are to commence upon the Effective Date and shall be completed in a
sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this agreement and in accordance with any
performance schedule set forth in Exhibit A.
3.Compensation.
(a)The Consultant’s sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total
fee of $26,160.00. Such fee includes all expenses incurred by the
Consultant in performance of the services.
(b)Detailed statements shall be rendered monthly and will be payable in the
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normal course of City business.
(c)The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to the
Consultant’s compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. The Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies, and Force Majeure.
(a)This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant’s filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) seven
calendar days prior written notice with or without cause by the City to the
Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b)Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to the
City any and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c)In the event of termination due to failure of the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City’s damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d)Upon any breach of this Agreement by the Consultant, the City may
(i)exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
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(e)The Consultant shall provide the City with adequate written assurances of
future performance, upon Director’s request, in the event the Consultant
fails to comply with any terms or conditions of this Agreement.
(f)The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify Director in writing as soon as it is
reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Director of the cessation of such occurrence.
5.Confidential Information, Ownership of Documents and Copyright License.
(a)Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the City. During the term of this Agreement, and thereafter, the
Consultant shall not, without the prior written consent of the City, disclose
to anyone any Confidential Information. The term “Confidential Information”
for the purposes of this Agreement shall include all proprietary and
confidential information of the City, including but not limited to business
plans, marketing plans, financial information, designs, drawings,
specifications, materials, compilations, documents, instruments, models,
source or object codes and other information disclosed or submitted, orally,
in writing, or by any other medium or media. All Confidential Information
shall be and remain confidential and proprietary in the City.
(b)Any and all original sketches, pencil tracings of working drawings, plans,
computations, specifications, computer disk files, writings and other
documents prepared or provided by the Consultant pursuant to this
Agreement are the property of the City at the time of preparation and shall
be turned over to the City upon expiration or termination of the Agreement
or default by the Consultant. The Consultant grants the City a copyright
license to use such drawings and writings. The Consultant shall not permit
the reproduction or use thereof by any other person except as otherwise
expressly provided herein. The City may modify the design including any
drawings or writings. Any use by the City of the aforesaid sketches,
tracings, plans, computations, specifications, computer disk files, writings
and other documents in completed form as to other projects or extensions
of this Project, or in uncompleted form, without specific written verification
by the Consultant will be at the City’s sole risk and without liability or legal
exposure to the Consultant. The Consultant may keep a copy of all
drawings and specifications for its sole and exclusive use.
(c)If the Consultant should subcontract all or any portion of the services to be
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performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d)This Section 5 shall survive expiration or termination of this Agreement.
6.Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or
relate to the negligence, recklessness or willful misconduct of the Consultant, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor
to indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a)Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than “A-VII” in the
Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the
City’s Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
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(b)If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect
and that the premiums therefore have been paid for a period satisfactory to
the City. Any failure to maintain the required insurance shall be sufficient
cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase “fail to maintain any
required insurance” shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c)The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d)If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except
that any required certificates and applicable endorsements shall be on file
with the Consultant and the City prior to the commencement of any services
by the subcontractor. The Consultant and any subcontractor/sub-
consultant shall establish additional insured status for the City, its officers,
officials, employees, agents, and volunteers by using Insurance Service
Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG
20 37 10 01 or by an executed manuscript company endorsement providing
additional insured status as broad as that contained in ISO Form CG
20 10 11 85.
9.Conflict of Interest and Non-Solicitation.
(a)Prior to the City’s execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
Consultant shall have the obligation and duty to immediately notify the City
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in writing of any change to the information provided by the Consultant in
such statement.
(b)The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.), the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to
Compete). At any time, upon written request of the City, the Consultant
shall provide a written opinion of its legal counsel and that of any
subcontractor that, after a due diligent inquiry, the Consultant and the
respective subcontractor(s) are in full compliance with all laws and
regulations. The Consultant shall take, and require its subcontractors to
take, reasonable steps to avoid any appearance of a conflict of interest.
Upon discovery of any facts giving rise to the appearance of a conflict of
interest, the Consultant shall immediately notify the City of these facts in
writing.
(c)In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d)The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
(e)Neither the Consultant, nor any of the Consultant’s subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project. The Consultant’s and any of its
subcontractors shall have no interest, direct or indirect, in any other contract
with a third party in connection with this Project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing.
(f)If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g)This Section 9 shall survive expiration or termination of this Agreement.
10.Recycling Program. In the event the Consultant maintains an office or operates a
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facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and
expense shall:
(a)Immediately establish and maintain a viable and ongoing recycling
program, approved by the City’s Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City’s Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
(b)Immediately contact the City’s Solid Waste Management Division at
(559)621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c)Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11.General Terms and Federal Assurances.
(a)Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Director or designee.
(b)Records of the Consultant’s expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should
subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply
with the requirements of this paragraph. This Section 11(b) shall survive
expiration or termination of this Agreement.
(c)Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
(d)The City will carry out applicable federal requirements in the administration
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of this Agreement. Notwithstanding Section 25 herein, the Consultant
agrees to comply with all applicable federal assurances in Exhibit D and
require that each subcontract include the same assurances by each of its
subcontractors.
12.Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a)The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b)The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant’s employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c)The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d)The Consultant will send to each labor union or representative of workers
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with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of the Consultant’s commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e)If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13.Independent Contractor.
(a)In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b)This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City’s express written consent. Except to the extent
otherwise provided in this Agreement, The Consultant shall bear its own
costs and expenses in pursuit thereof.
(c)Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. The
Consultant shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the
Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for
and payment of the Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers’ compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of the City whether
arising by reason of any common law, de facto, leased, or co-employee
rights or other theory. It is acknowledged that during the term of this
Agreement, the Consultant may be providing services to others unrelated
to the City or to this Agreement.
14.Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
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delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15.Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16.Assignment.
(a)This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b)The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
17.Compliance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, including, but not limited to, the Americans with Disabilities Act (42 U.S.C.
§§ 12101 et seq.), the State of California and the City, and with all applicable
regulations promulgated by federal, state, regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended
during the term of this Agreement.
18.Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19.Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20.Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
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add to the interpretation or meaning of the provisions of this Agreement.
21.Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22.Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23.Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24.Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25.Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26.Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27.No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28.Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both the City and the Consultant.
29.The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
-12-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written.
CITY OF FRESNO, a California municipal corporation
By:
Georgeanne A. White
City Manager
By: _____________________________
Henry Thompson, A.A.E., C.A.E., IAP
Director of Aviation
Airports Department
No signature of City Attorney required.
Standard Document #FYI-S Non-Fed CSA,
Total Fee -CMO (11-2022) has been used
without modification, as certified by the
undersigned.
By:
Richard L. Madrigal
Airports Project Supervisor
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy Date
BSK Associates,
a California Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Addresses:
CITY:
City of Fresno
Attention: Richard L. Madrigal,
Airports Projects Supervisor
Airports Department
4995 E. Clinton Way
Fresno, CA 93727
Phone: (559) 621-4528
E-mail: Richard.Madrigal@Fresno.gov
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
BSK ASSOCIATES
Attention: Tony Martin PG,
Principal Geologist
691 N. Laverne Ave, Suite 101
Fresno, CA 93727
Phone: 559 497-2880
E-mail: tmartin@bskassociates.com
Attachments:
1.Exhibit A - Scope of Services
2.Exhibit B - Insurance Requirements
3.Exhibit C - Conflict of Interest Disclosure Form
4.Exhibit D - Assurances
Renea Rangell
Richard Johnson
CFO
President / CEO
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
9/25/2023
9/25/2023
9/27/2023
10/5/2023
10/5/2023
10/5/2023
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
And BSK Associates (Consultant)
Fresno Yosemite International Airport - Site Investigation for Per-and Polyfluoroalkyl
Substances - Additional Work Plan Development
PROJECT UNDERSTANDING
On March 20, 2019, the State Water Resources Control Board (SWRCB) issued a California Water Code
(CWC) Section 13267 Order WQ 2019-0005-DWQ (Order) for the Determination of the Presence of PFAS
Impacts which was addressed to 27 California airports, including the Fresno Yosemite International Airport
(FYI), based upon its use of Aqueous Film-Forming Foam (AFFF) fire-fighting compounds. AFFF is a liquid
concentrate that consists of perfluorinated surfactants(s) with a foam stabilizer and viscosity control
agents. AFFF serves as both as a barrier to exclude air or oxygen and, in addition, produces an aqueous
film on the fuel surface that can suppress the generation of fuel vapors. AFFF contains high concentrations
of PFAS compounds. The Order specifies that if AFFF or other PFAS compounds were disposed of,
discharged to, spilled, or released in any way to lands of a facility, then a Preliminary Site Investigation
Workplan is required for those locations where PFAS was released to land.
The Preliminary Site Investigation (PSI) was performed from June 6, 2022 through July 20, 2022 following
the CVRWQCB approval of BSK’s workplan titled "Final Workplan Preliminary Site Investigation for Per-
and Polyfluoroalkyl Substance Impacts Airport ID FYI, Fresno County GeoTracker Global ID T10000012775”
(Workplan), dated December 5, 2019, including the appended “Sampling and Analysis Plan Fresno
Yosemite International Airport 4995 E. Clinton Way Fresno, California WDR Order No. WQ-2019-0005-
DWQ” dated December 5, 2019, and BSKs Sampling and Analysis Plan Addendum titled “Sampling and
Analysis Plan Addendum #1 Site Investigation for PFAS Fresno Yosemite International Airport (FAT) 5175
East Cliton Way Fresno, California (WRD Order No. WQ-2019-0005-DWQ) (GeoTracker Site ID #
T10000012775)” (SAP Addendum #1) dated May 16, 2022.
The PSI consisted of the investigation of thirteen (13) Potential Release Areas (PRA-1 through PRA-13),
forty-four (44) direct push technology (DPT)/hand auger borings, four (4) temporary wells (TWs), and two
(2) permanent wells, and the collection and analysis of soil and groundwater samples. PFAS were detected
in the soil of all PRAs except PRA-8 and PRA-13 and the limits of the affected soils were not defined. PFAS
compounds were detected in groundwater samples obtained from PRA-4 and PRA-5; and
Perfluorooctanoic Acid (PFOS) was detected in samples “11-PW-1 and 11-PW-1D” at concentrations above
the Maximum Contaminant Level (MCL) Priority Environmental Screening Levels (ESLs) presented in the
May 11, 2020, “PFAS ESL Memorandum” of 6.5 nanograms per liter (ng/L) for groundwater. Samples 11-
PW-1 and 11-PW-1D were obtained from permanent monitoring well 11-PW-1.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
Based on the PSI, BSK had the following recommendations:
•Further investigation to delineate the vertical and lateral extent of PFAS in soils within PRA-6, PRA-
10, PRA-11, and PRA-12.
•Further investigation to evaluate the extent of PFAS compounds in the groundwater in and around
PRA-11.
The PSI findings, conclusions and further recommendations was submitted to the CVRWQCB in report
“Report Preliminary Site Investigation for PFAS Fresno Yosemite International Airport (FYI) 5175 E. Clinton
Way Fresno, California (WDR Order No. WQ-2019-0005-DWQ) (GeoTracker ID# T10000012775)” dated
October 26, 2022.
Following the submission of BSK’s PSI, the CVRWQCB issued a letter titled, “Report – Preliminary Site
Investigation for PFAS, Fresno Yosemite International Airport, Fresno, Fresno County” dated July 19, 2023,
requesting additional vertical and lateral delineation of PFAs-impacted soil and groundwater of PRAs 1
thru 7 and 9 thru 12 at FYI. The requests from the CVRWQCB letter dated July 19, 2023, are as follows:
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
Boring/Location Type of Additional Assessment/Rationale
PRAs-1 thru -7 and -9 thru -12:
Borings 1-1, 1-2, 1-3, 1-TW, 2-4, 2-2, 2-3, 3-1, 3-
2, 3-3, 3-TW, 4-1, 4-2, 5-1, 5-2, 5-3, 6-1, 6-2, 6-
3, 6-4, 7-1, 7-2, 7-3, 7-4, 9-1, 9-2, 10-1, 10-2, 10-
3, 10-4, 11-1, 11-2, 11-3, 11-4, 11-PW, 12-1, 12-
2, 12-3, 12-4.
Expanded lateral soil assessment due to detection of PFAS
constituents in excess of a screening level.
PRAs-1, -2, -4 thru -7, -9 thru -12: Borings 1-1,
1-2, 2-1, 2-2, 2-3, 4-2, 5-2, 6-3, 7-1, 7-3, 7-4, 9-1,
10-1, 10-2, 10-4, 11-2, 11-4, 12-1, 12-2, 12-3
Expand vertical soil assessment due to increasing concentrations
of PFAS constituents with depth to date.
PRA-2, PRA-6, PRA-7, PRA-9, PRA-12 First-time groundwater assessment due to the detection of
PFAS constituents in the soil in excess of the RSL, based on
protection of groundwater from leaching.
PRA-4, PRA-5, PRA-11 Expanded lateral groundwater assessment and ongoing
groundwater monitoring due to the detection of PFAS
constituents in groundwater in excess of screening level.
PRA-1, PRA-3, PRA-10 Further groundwater assessment at locations where
regional/nearby site hydraulic gradient data indicate existing
Site groundwater data may not represent conditions
downgradient of PFAS in soil in excess of the soil leaching RSL.
PRA-11 Evaluate the source(s) and distribution of PFAS in
groundwater in the vicinity. Obtain PFAS analytical data from
monitoring wells between the PRA-11 and monitoring wells
evaluated in the FANG report, including monitoring wells
MWBP-08 and HFMW-28C.
Stormwater Evaluate whether stormwater has caused PFAS to migrate from
PRAs 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, and 12 and impacted soil near
adjacent stormwater outfalls and soil in stormwater basins that
receive discharge from the identified PRAs.
BSKs Proposal to prepare a Workplan in response to the CVRWQCB’s request for further assessment is
detailed as follows.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
SCOPE OF WORK
Based on recommendations from BSK’s report titled “Report Preliminary Site Investigation for PFAS
Fresno Yosemite International Airport (FYI) 5175 E. Clinton Way, Fresno, California” dated, October 26,
2022 (PSI) and from the CVRWQCB’s letter titled “Report – Preliminary Site Investigation for PFAS, Fresno
Yosemite International Airport, Fresno, Fresno County” dated July 19, 2023, BSK would assemble a
comprehensive Workplan (with an attached Revised Sampling & Analysis Plan). The Workplan would
address further soil and groundwater investigations at PRAs-1 through -7 and -9 through -12 at FYI per
the CVRWQCB letter. A tentative outline of said Workplan is as follows:
1)Security Badging
2)Permitting
City of Fresno Public Works and United States Federal Aviation Administration (FAA)
Permitting
3)Sample Source Water
4)Underground Utility Clearance
Marking by Underground Services Alert-North (USA-North) and a private utility location
company
5)Notification of Tenants
6)Direct Push Technology (DPT) borings to Define PFAS in Soil
DPT borings would be advanced to define the extent of soil contamination laterally and/or
vertically in PRA-1 through PRA-7 and PRA-9 through PRA-12. It is anticipated approximately
4 to 8 DPT borings would be advanced for each PRA (total of up to 88 DPT borings), utilizing
the step out method to define soil impact laterally and/or vertically. Selected soil samples
from each boring would be chemically analyzed for the presence and concentration of
selected PFAS analytes.
7)First Time Groundwater Assessment Using Temporary Monitoring Wells
BSK would advance one boring in each of PRA-2, PRA-6, PRA-7, PRA-9, and PRA-12. Within
each of the borings a temporary well will be constructed. Selected soil samples from each
boring and a groundwater sample from each temporary monitoring well would be chemically
analyzed for the presence and concentration of selected PFAS analytes.
8)Additional Lateral Groundwater Assessment Using Permanent Groundwater Monitoring Wells
Advance borings and install 2 permanent monitoring wells within and/or immediately
surrounding each of PRA-4, PRA-5 and PRA-11 to further assess the lateral extent of PFAS
compounds in the PRAs. Selected soil samples from each boring and a groundwater sample
from each permanent monitoring well would be chemically analyzed for the presence and
concentration of selected PFAS analytes.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
9)Further Groundwater Assessment Using Permanent Groundwater Monitoring Wells
Advance borings and install 3 permanent monitoring wells within and/or immediately
surrounding each of PRA-1 and PRA-3 to further assess the lateral extent of PFAS compounds
in the PRAs. Selected soil samples from each boring and a groundwater sample from each
permanent monitoring well would be chemically analyzed for the presence and concentration
of selected PFAS analytes.
10)Further Groundwater Assessment Using Permanent Groundwater Monitoring Wells
Advance borings and install 2 permanent monitoring wells within and/or immediately
surrounding each of PRA-10 to further assess the lateral extent of PFAS compounds in PRA-
10.Selected soil samples from each boring and a groundwater sample from each permanent
monitoring well would be chemically analyzed for the presence and concentration of selected
PFAS analytes.
11)Surveying
Boring, temporary monitoring well, and permanent monitoring well locations will be located
by either GPS or a licensed land surveyor.
12)Stormwater Evaluation
BSK will review and summarize information regarding the storm drain network provided by
the airport, including stormwater flow direction, and stormwater retention and/or treatment
systems being used by FYI. This would be completed to evaluate if PFAS are being transported
off FYI property.
13)Evaluation of Data from Area Between PRA-11 and FANG
BSK will review and summarize information regarding PFAS analytical data (if available) from
monitoring wells between PRA-11 and monitoring wells evaluated in the FANG report,
including monitoring wells MWBP-08 and HFMW-28C.
14)Report of Findings
BSK would draft a report of findings documenting the investigation. Once finalized, the report
would be uploaded to GeoTracker in a searchable portable document format (PDF).
15)Sampling and Disposal of IDW
Sampling and disposal of investigation derived wastes (IDW)
FEES
BSK’s estimated fee to prepare the Workplan is detailed below. Modification to the proposed scope of
services due to additional regulatory requirements or other reasons may affect the actual fees. Invoices
will be based on the actual amount of work performed and provided on a monthly basis until billed in full.
Invoices will be emailed and mailed to the Client, Fresno Yosemite International Airport, via Mr. Richard
L.Madrigal at Richard.Madrigal@fresno.gov and the FYI Accounts Payable Group at FYICAP@fresno.gov ,
with a street address of 4995 E. Clinton Way, Fresno, California 93727.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
Estimated Fees
Fresno Yosemite International Airport
Workplan
Units Description Rate Cost
24 hrs. Principal Geologist $285/hr. $6,840.
24 hrs. Senior Engineer $250/hr. $6,000.
48 hrs. Project Geologist I $200/hr. $9,600.
24 hrs. Staff Professional I / CADD $155/hr. $3,720.
Grand Total: $ 26,160.
ASSUMPTIONS
This proposal and cost estimate were prepared based on the following assumptions:
•FYI will provide BSK with electronic versions of facility plans showing buildings, roads,
runways/flight lines, underground utility maps; site drainage and stormwater maps; and
topographic and boundary survey (if available).
•The proposed fee does not include revisions to the workplan if required by the CVRWQCB,
permitting, implementation of the workplan or any fieldwork. Currently, a preliminary budget
estimate for implementation of the workplan using the project approach outlined would be
on the order of $500,000 to $1,000,000. Please note that based on feedback from the
CVRWQCB and costs at the time implemented, this preliminary budget estimate is subject to
change.
•Deliverables will be submitted in electronic (PDF) format only.
•Estimated fees do not include conference calls or meetings.
•Additional scope of work, if required by regulatory agencies, can not be estimated at this time
and is therefore not included in the estimated fees.
•Permitting is not included and will be included in a separate proposal to implement the
Workplan once the Workplan has been approved by FYI and the CVRWQCB.
•One (1) draft Workplan is included and will be submitted to FYI prior to submission to the
CVRWQCB for review. Additional drafts may be included on a time and materials basis if
requested.
•Workplan revisions are not included in our Schedule of Fees but can be provided on a “time
and materials” basis if desired. BSK will correct typographical or other similar changes at no
added charge.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
•BSK is an environmental consulting firm with professionals such as engineers, geologists,
hydrogeologists and others that are licensed by the State of California. BSK does not provide
legal counsel services. Please consult legal counsel experienced in California environmental
law. BSK can interact with your legal counsel at an additional charge at your request.
If any of these assumptions or conditions are not accurate or change during the project, the stated fee is
subject to change. Please contact us immediately if you are aware of any inaccuracies in these
assumptions and conditions, so we may revise the proposal or fee.
LIMITATIONS
BSK’s services will be performed in a manner consistent with the level of care and skill ordinarily exercised
by other professionals practicing in the same locale and under similar circumstances at the time of work
is performed. No other warranty, either express or implied, is included.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
Exhibit B
Page 1 of 4
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and BSK Associates (Consultant)
Fresno Yosemite International Airport - Site Investigation for Per-and
Polyfluoroalkyl Substances - Additional Work Plan Development
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
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1.COMMERCIAL GENERAL LIABILITY:
(i)$1,000,000 per occurrence for bodily injury and property damage;
(ii)$1,000,000 per occurrence for personal and advertising injury;
(iii)$2,000,000 aggregate for products and completed operations; and,
(iv)$2,000,000 general aggregate applying separately to the work
performed under the Agreement.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
Exhibit B
Page 2 of 4
2.COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3.WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4.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 the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared to on the Certificate of Insurance, and approved by, the 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 the City, its officers, officials, employees,
agents, and volunteers; or
(ii)The Consultant shall provide a financial guarantee, satisfactory to
the City’s Risk Manager or designee, guaranteeing payment of
losses and related investigations, claim administration and defense
expenses. At no time shall the City be responsible for the payment
of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1.The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional
insured status for the City and for all ongoing and completed operations
under the Commercial General Liability policy by use of ISO Forms or an
executed manuscript insurance company endorsement providing additional
insured status. The Commercial General endorsements must be as broad
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
Exhibit B
Page 3 of 4
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20
37.
2.The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and
volunteers. Any available insurance proceeds in excess of the specified
minimum limits and coverage shall be available to the Additional Insured.
3.For any claims relating to this Agreement, the Consultant’s insurance
coverage shall be primary insurance with respect to the City, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it. The Consultant shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
20 01 04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: the Consultant and its insurer shall waive any right of subrogation
against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-
made form:
1.The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2.Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the Agreement work or termination
of the Agreement, whichever occurs first, or, in the alternative, the policy
shall be endorsed to provide not less than a five-year discovery period.
3.If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by the Consultant, the
Consultant must purchase “extended reporting” coverage for a minimum of
five (5) years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4.A copy of the claims reporting requirements must be submitted to the city
for review.
5.These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
calendar days written notice by certified mail, return receipt requested, has been given to
the City. The Consultant is also responsible for providing written notice to the City under
the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI-S Non-Fed CSA, Total Fee –CMO (11-2022)
Exhibit B
Page 4 of 4
of cancellation, non-renewal, or reduction in coverage or in limits, the Consultant shall
furnish the City with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire during the work to be performed for the City, the
Consultant shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen calendar days prior to the expiration date of
the expiring policy.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by the Consultant shall not be deemed to release or
diminish the liability of the Consultant, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by the Consultant. Approval or purchase of
any insurance contracts or policies shall in no way relieve from liability nor limit the liability
of the Consultant, its principals, officers, agents, employees, persons under the
supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be
performed under this Agreement, the Consultant shall require, at the discretion of the 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 the City Risk Manager or designee. If no Side Agreement
is required, the Consultant will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City’s Risk Manager or designee prior to the 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 the City, the Consultant shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI Federal Assurances ALL Contracts (11-2022)
Exhibit D
Page 1 of 3
EXHIBIT D
ASSURANCES
Consultant Service Agreement between City of Fresno (City)
and BSK Associates (Consultant)
Fresno Yosemite International Airport - Site Investigation for Per-and
Polyfluoroalkyl Substances - Additional Work Plan Development
During the performance of this Agreement (“contract” or “contract documents”),
the Consultant, for itself, its assignees and successors in interest (referred to
collectively as “the contractor" or “the Consultant”) agrees as follows (hereafter, the
“City” is referred to as “Sponsor”):
I.PROVISIONS APPLICABLE TO ALL PROFESSIONAL SERVICES
CONTRACTS
A.GENERAL CIVIL RIGHTS PROVISIONS
The contractor agrees that it will comply with pertinent statutes, Executive Orders and
such rules as are promulgated to ensure that no person shall, on the grounds of race,
creed, color, national origin, sex, age, or handicap be excluded from participating in any
activity conducted with or benefiting from Federal assistance.
This provision binds the contractor from the bid solicitation period through the completion
of the contract. This provision is in addition to that required of Title VI of the Civil Rights
Act of 1964.
This provision also obligates the tenant/concessionaire/lessee or its transferee for the
period during which Federal assistance is extended to the airport through the Airport
Improvement Program, except where Federal assistance is to provide, or is in the form of
personal property; real property or interest therein; structures or improvements thereon.
In these cases the provision obligates the party or any transferee for the longer of the
following periods:
a.the period during which the property is used by the airport sponsor or any
transferee for a purpose for which Federal assistance is extended, or for
another purpose involving the provision of similar services or benefits; or
b.the period during which the airport sponsor or any transferee retains
ownership or possession of the property.
B.CIVIL RIGHTS ACT OF 1964, TITLE VI
Compliance with Nondiscrimination Requirements - During the performance of this
contract, the contractor, for itself, its assignees, and successors in interest (hereafter
referred to as the “contractor”) agrees as follows:
1.Compliance with Regulations: The contractor (hereafter includes
consultants) will comply with the Title VI List of Pertinent Nondiscrimination
Statutes and Authorities, as they may be amended from time to time, which
are herein incorporated by reference and made a part of this contract.
2.Non-discrimination: The contractor, with regard to the work performed by it
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI Federal Assurances ALL Contracts (11-2022)
Exhibit D
Page 2 of 3
during the contract, will not discriminate on the grounds of race, color, or
national origin in the selection and retention of subcontractors, including
procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and
the Regulations, including employment practices when the contract covers any
activity, project, or program set forth in Appendix B of 49 CFR part 21.
3.Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation
made by the contractor for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential
subcontractor or supplier will be notified by the contractor of the contractor’s
obligations under this contract and the Acts and the Regulations relative to
Non-discrimination on the grounds of race, color, or national origin.
4.Information and Reports: The contractor will provide all information and
reports required by the Acts, the Regulations, and directives issued pursuant
thereto and will permit access to its books, records, accounts, other sources of
information, and its facilities as may be determined by the sponsor or the
Federal Aviation Administration to be pertinent to ascertain compliance with
such Acts, Regulations, and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to
furnish the information, the contractor will so certify to the sponsor or the
Federal Aviation Administration, as appropriate, and will set forth what efforts
it has made to obtain the information.
5.Sanctions for Noncompliance: In the event of a contractor’s noncompliance
with the Non-discrimination provisions of this contract, the sponsor will impose
such contract sanctions as it or the Federal Aviation Administration may
determine to be appropriate, including, but not limited to:
A.Withholding payments to the contractor under the contract until the
contractor complies; and/or
B.Cancelling, terminating, or suspending a contract, in whole or in part.
6.Incorporation of Provisions: The contractor will include the provisions of
paragraphs one through six in every subcontract, including procurements of
materials and leases of equipment, unless exempt by the Acts, the Regulations
and directives issued pursuant thereto. The contractor will take action with
respect to any subcontract or procurement as the sponsor or the Federal
Aviation Administration may direct as a means of enforcing such provisions
including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or
supplier because of such direction, the contractor may request the sponsor to
enter into any litigation to protect the interests of the sponsor. In addition, the
contractor may request the United States to enter into the litigation to protect
the interests of the United States.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8
FYI Federal Assurances ALL Contracts (11-2022)
Exhibit D
Page 3 of 3
C.FEDERAL FAIR LABOR STANDARDS ACT (MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate the following
provisions by reference, with the same force and effect as if given in full text. The
contractor has full responsibility to monitor compliance to the referenced statute or
regulation. The contractor must address any claims or disputes that pertain to a
referenced requirement directly with the Federal Agency with enforcement
responsibilities.
Requirement Federal Agency with Enforcement
Responsibilities
Federal Fair Labor Standards Act (29
USC 201)
U.S. Department of Labor – Wage and
Hour Division
D.FAIR LABOR STANDARDS ACT
All contracts and subcontracts that result from this solicitation incorporate by reference
the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the
same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay,
recordkeeping, and child labor standards for full and part-time workers.
The contractor has full responsibility to monitor compliance to the referenced statute or
regulation. The contractor must address any claims or disputes that arise from this
requirement directly with the U.S. Department of Labor – Wage and Hour Division.
DocuSign Envelope ID: 28DE94C8-80ED-4DC5-B127-C41A1C0CD2D8