HomeMy WebLinkAboutKleinfelder Inc Consultant Services Agreement 10-20-23
CONSULTANT SERVICES AGREEMENT
CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT is made and entered into effect on ,
by and between the CITY OF FRESNO, a California municipal corporation (City), and
Kleinfelder, Inc., a California Incorporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional environmental engineering
services for site investigation of 2165 S. Elm Street, Fresno, CA 93706 (Project); and
WHEREAS, Consultant is engaged in the business of furnishing such services as
a professional engineering firm and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, communication from the Regional Water Quality Control Board
(RWQCB) has indicated the need for additional assessment at the Project area; and
WHEREAS, the purpose of this project is to provide further assessment of the
extent of impacted soil vapor for the purposes of assessing potential vapor intrusion risk
in the alleyway east of the property; and
WHEREAS, sampling and analysis of soil gas in select areas of concern will be
conducted in general accordance with United States Environmental Protection Agency
(USEPA) and Department of Toxic Substances Control (DTSC) guidelines and industry
standards; and
WHEREAS, the scope of work included in this agreement will include engagement
with RWQCB, sampling of existing vapor monitoring points, and modifications to the draft
feasibility study; and
WHEREAS, Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its Parks, After School,
Recreation and Community Services PARCS Director (Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. Consultant 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 (Effective Date) and shall continue in full
force and effect through October 31, 2024, subject to any earlier termination in
accordance with this Agreement. The services of 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
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10/20/2023
completed prior to expiration of this agreement and in accordance with any
performance schedule set forth in Exhibit A.
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 $40,570, paid on the basis of the rates set forth in the schedule of fees and
expenses contained in Exhibit A. Such fee includes all expenses incurred by Consultant in
performance of the services.
(b) Detailed statements shall be rendered monthly for services
performed in the preceding month 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) seven 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) Immediately upon any termination or expiration of this
Agreement, Consultant shall (i) immediately stop all work 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) In 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 otherwise be payable as an offset to, but not in
excess of, City’s damages caused by such failure. In 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.
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(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; and/or (iii)
recover all direct, indirect, consequential, economic and incidental damages for the
breach of the Agreement. If 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 Administrator’s request, in the event Consultant fails to
comply with any terms or conditions of this Agreement.
(f) Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable co ntrol 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 notify
Administrator 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 Administrator of the cessation of such occurrence.
(g) Consultant may terminate this Contract upon thirty (30) days’
notice in the event of any non-payment or other default or breach by City.
5. Confidential Information and Ownership of Documents.
(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 the
Administrator. During the term of this Agreement, and thereafter, Consultant shall
not, without the prior written consent of 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 City, including but not
limited to business plans, marketing plans, financial information, 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 City.
(b) Any and all writings and 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. Consultant shall not permit the reproduction or use thereof by any other
person except as otherwise expressly provided herein.
(c) If 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 this
Agreement.
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6. Level of Skill. It 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 industry necessary to perform the services
agreed to be done by it under this Agreement, City relies upon the skill of Consultant
and its subcontractors, if any, 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 industry and professional
standards.
If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall require each subcontractor to
indemnify, hold harmless and defend City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
7. Insurance.
(a) Throughout the life of this Agreement, 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 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..
(b) If at any time during the life of the Agreement or any extension,
Consultant or any of its subcontractors 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 th is
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. 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, or persons under the
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supervision of Consultant, vendors, suppliers, invitees, consultants, sub -
consultants, subcontractors, or anyone employed directly or indirectly by any of
them.
8. Conflict of Interest 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.) and the regulations of the Fair Political
Practices Commission concerning disclosure and disqualification (2 California Code
of Regulations Section 18700 et. seq.). 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
subcontractor(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) In 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 otherwise, direct or indirect, to
solicit, or procure this Agreement or any rights/benefits hereunder.
(e) Consultant and any of its subcontractors shall have no interest,
direct or indirect, in any other contract with a third party in connection with this
Project unless such interest is in accordance with all applicable law and fully
disclosed to and approved by the City Manager, in advance and in writing.
Notwithstanding any approval given by the City Manager under this provision,
Consultant shall remain responsible for complying with Section 9(a), above.
(f) If 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.
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9. Recycling Program. In 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:
(a) Immediately 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.
(b) Immediately 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.
(c) 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
10. 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 Administrator or 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. In 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. 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 City until such action is resolved, or until the
end of said time period whichever shall later occur. If 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 11(b) shall survive expiration or termination of this
Agreement.
(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). If 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.
11. 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,
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medical condition, marital status, sex, age, sexual orientation, ethnicity, status a s 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, 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 f rom 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, mental disability, medical condition, marital status, sex,
age, sexual orientation, ethnicity, status as a disabled veteran or veteran 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, 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) 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) If Consultant should subcontract all or any portion of the
services to be performed under this Agreement, Consultant sha ll cause each
subcontractor to also comply with the requirements of this Section 12.
12. Independent Contractor.
(a) In 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.
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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 thereo
(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. In 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. It is acknowledged that during the term of this
Agreement, Consultant may be providing services to others unrelated to City or to
this Agreement.
13. Notices. Any notice required or intended to be given to either party
under the terms of this Agreement shall be in writing and shall be deemed to be duly
given if delivered personally, transmitted by facsimile followed by telephone
confirmation of receipt, or sent by United States registered or certified mail, with
postage prepaid, return receipt requested, addressed to the party to which notice is
to be given at the party's 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.
14. 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.
15. Assignment.
(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 designee. Any attempted
assignment by Consultant, its successors or assigns, shall be null and void unless
approved in writing by the City Manager or 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
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monies due Consultant directly to Consultant.
16. Compliance With Law. In 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.
17. 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.
18. 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.
19. Headings. The section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify
or add to the interpretation or meaning of the provisions of this Agreement.
20. 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.
21. 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.
22. 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.
23. Exhibits. Each exhibit and attachment referenced in this Agreement
is, by the reference, incorporated into and made a part of this Agreement.
24. 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.
25. Cumulative Remedies. No remedy or election hereunder shall be
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deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
26. 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 th is 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.
27. 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 City and Consultant.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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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:____________________________
Georgeanne A. White,
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Angela M. Karst Date
Senior Deputy City Attorney
KLEINFELDER, INC.
A California Incorporation
By:
Name: Mark Connelly
Title: Vice President
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
ATTEST:
Todd Stermer, CMC
City Clerk
Name: Dan Brockman
Title: Assistant Secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
By:
Deputy Date
Addresses:
CITY:
City of Fresno
Attention: Aaron A. Aguirre,
PARCS Director
1515 E. Divisadero Street
Fresno, CA 93721
Phone: (559) 621-2900
FAX: (559) 457-1575
CONSULTANT:
Kleinfelder, Inc.
Attention: Jeremy Scott, PE
3649 W. Holland Ave., Suite 105
Fresno, CA 93722
Phone: 559-486-0750
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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10/17/2023
10/18/2023
10/18/2023
10/19/2023
10/20/2023
Page 1 of 11
EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Kleinfelder, Inc.
Site Investigation – 2165 South Elm Street, Fresno CA 93706
Site Investigation – Former Imperial Cleaners
City of Fresno, PARCS Department Property
2165 South Elm Street, Fresno, CA 93706
SCOPE OF WORK
Kleinfelder has developed this proposed scope of work for an Additional Investigation for
the Former Imperial Cleaners in Fresno, California (Site) (Figure 1). The Site layout and
investigation locations are shown on Figure 2.
The purpose of the additional work is to further evaluate the nature, extent, and risk from
impacted soil vapor in the vicinity of the Maxie L Parks Community Center from past
operation of a former dry cleaner on the Site. This scope of work includes a summary of
proposed tasks, cost estimates, and assumptions.
The proposed scope of work consists of the following tasks:
Task 1 - Regulatory Negotiation
Task 2 – Sampling Existing Vapor Monitoring Probes
Taks 3 – Revisions to Feasibility Study
TASK 1 – REGULATORY NEGOTIATION
Kleinfelder will prepare for and participate in teleconference calls with the City and the
RWQCB for this task. These teleconferences will seek clarification on several points
raised in their June 29, 2023 letter:
A. Confirm that the City and RWQCB are aligned on risk management, investigation,
remedial implementation, and documentation required to move the Site toward
closure.
B. Confirm that the proposed investigation activities will address agency concerns
and move the Site toward closure.
C. Conduct additional research into the adjoining Valley Gasoline petroleum release
and historical groundwater flows.
D. Conduct additional research into historical benzene content of Stoddard Solvent
dry-cleaning fluid.
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Page 2 of 11
TASK 2 - SAMPLING EXISTING VAPOR MONITORING POINTS
A. Kleinfelder will contract with Confluence Environmental, a small business field
services provider, to collect samples from the 12 existing on-Site vapor monitoring
probes (VMPs) and six VMPs located in the alley.
B. In addition, two duplicate samples will be collected for quality purposes.
C. Samples will be collected in accordance with the 2015 Guidance for Active Soil
Gas Investigations by the California Environmental Protection Agency (CalEPA),
and previously approved work plans for sampling these VMPs. Pursuant to their
request, the RWQCB has been notified by the City regarding this scope of work.
D. Kleinfelder will meet the subcontractor on Site, observe and document their
activities, and act as liaison with City staff.
E. Samples will be collected, labeled, and transported under chain-of-custody
protocol to
F. Eurofins Air Toxics laboratory in Folsom, California for analyses for volatile organic
compounds (VOCs) by USEPA Method TO-15.
G. Kleinfelder will review the results of the laboratory testing and prepare a brief letter
format report documenting research into Stoddard Solvent components, historical
groundwater gradients and area releases, VMP sampling methods and laboratory
results. This letter will propose a conclusion about the source of benzene detected
in soil vapor.
H. Depending upon the conclusion and the RWQCB’s acceptance of the information
provided, the Feasibility Study will be edited for completion or contingent off -Site
characterization will be completed followed by the Feasibility Study.
A. TASK 3 – MODIFICATIONS TO FEASIBILITY STUDY
A. This task includes costs associated with revisions and re-pricing remedial
strategies outside previously contracted services. The additional revisions and
revising costs for multiple remedial strategies from Spring 2022 pricing are outside
of the original scope of work.
B. Costs to update the Feasibility Study as a result of the additional testing are also
included in this task.
C.
FEE ESTIMATE
Based on the level of effort and scope of work described herein, Kleinfelder has
developed a budget estimate. The budget estimate is summarized below.
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SCHEDULE
A. Research into the historical petroleum release and groundwater flow directions will begin
immediately. The sampling of existing VMPs will be completed within 4 weeks of
authorization and it is anticipated that preliminary laboratory results will be received within
three weeks after sampling.
B. The on-Site report will be completed 3 weeks after receipt of final laboratory results.
C. Based on the results of this report, the Feasibility Study will be started or a new proposal
for off-Site investigation will be sent. The Feasibility Study will be completed either after
the on-Site report is completed or after off-Site investigation is completed, depending on
results.
ASSUMPTIONS AND CLIENT RESPONSIBILITIES
Kleinfelder used the following assumptions to develop the scope of work and estimate of fees. It
is possible other unforeseen conditions or situations may arise that could impact this cost
estimate. Such conditions and responses would be discussed with you and authorized prior to
Kleinfelder expending the additional funds.
• Regulator negotiations include preparation and participation in up to three
teleconferences and documentation of the meeting outcomes. This task also
includes up to 8 hours of research into historical groundwater gradient and
additional research into the varying chemical makeup of Stoddard Solvent.
• The City will provide or arrange right-of-entry and unrestricted access to the
Community Center property for existing VMP assessment activities.
• Estimated labor hours include the following: Two days to sample existing VMPs
as described in Task 2.
• One report will be prepared for the on-Site vapor sampling.
Kleinfelder is committed to providing quality service to our clients, commensurate with their wants,
needs and desired level of risk. If a portion of this proposal does not meet your needs, or if those
needs have changed, we will consider appropriate modifications, subject to the standards of care
to which we adhere as professionals. Modifications such as changes in scope, methodology,
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scheduling and contract terms may result in changes to the risks assumed by you, as well as
adjustments to our fees.
A.
LIMITATIONS
Our work will be performed in a manner consistent with that level of care and skill ordinarily
exercised by other members of Kleinfelder’s profession practicing in the same locality, under
similar conditions and at the date the services are provided. Our conclusions, opinions, and
recommendations will be based on a limited number of observations and data. It is possible that
conditions could vary between or beyond the data evaluated. Kleinfelder makes no guarantee or
warranty, express or implied, regarding the services, communication (oral or written), report,
opinion, or instrument of service provided.
This proposal is valid for a period of 45 days from the date of this proposal, unless a longer period
is specifically required by the RFP in which case that time frame will apply. This proposal was
prepared specifically for the City and its designated representatives and may not be provided to
others without Kleinfelder’s express permission.
FIGURES
1 – Site Location Map
2 – Soil Vapor Monitoring Point Locations
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Figure 1 – Site Location Map
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Figure 2 – Soil Vapor Monitoring Point Locations
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EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Kleinfelder, Inc. (Consultant)
Site Investigation – 2165 South Elm Street, Fresno CA 93706
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 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:
1. COMMERCIAL GENERAL LIABILITY:
(i) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations; and,
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(iv) $4,000,000 general aggregate applying separately to the work performed under
the Agreement.
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) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 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 responsi ble for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insurers. CONSULTANT shall establish additional insured status for the City
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and for all ongoing and completed operations by use of endorsements providing
additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG
20 10 04 13.
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. 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 on the General
Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that
provides primary and non contributory status as broad as that contained in ISO Form CG
20 01 04 13.
4. 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.
5. 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 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.
6. 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 o f them.
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CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-
made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at
least three (3) 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 three (3) 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 three (3) 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.
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. This requirement shall survive expiration or termination of this
Agreement.
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 shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and CONSULTANT shall ensure that CITY, its
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officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with CONSULTANT, and
CITY, prior to commencement of any work by the subcontractor.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Site Investigation – 2165 South Elm Street, Fresno CA 93706
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
2 Do you represent any firm, organization, or person who is in litigation
with the City of Fresno?
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
of Fresno, or in a business which is in litigation with the City of
Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
Name
Company
Address
Additional page(s) attached.
City, State, Zip
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