HomeMy WebLinkAboutCarollo Engineers Inc. First Amendment to Agreement 11-27-23
1
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (Amendment) made and entered
into as of this ______ day of _______________, 2023, (Effective Date) amends the
Agreement entered into between the CITY OF FRESNO, a California municipal
corporation (City), and Carollo Engineers Inc., a Delaware Corporation (Consultant).
RECITALS
WHEREAS, City and Consultant entered into a Consultant Services Agreement on
May 31, 2023, (Agreement) to provide professional engineering services for the
Downtown Area Water and Wastewater Infrastructure Improvement Study (Project); and
WHEREAS, the City and the Consultant now desire to expand the scope of
services to include design, bidding support, and construction support services related to
the Project; and
WHEREAS, the expanded scope of services will also require an increase in
Consultant’s compensation, as well as an increase in contingency, increasing the total
fee by $2,000,406 for an increased total fee not to exceed $2,737,279 and increasing the
contingency by $300,000 for an increased contingency amount not to exceed $374,000;
and
WHEREAS, with entry into this Agreement, the Consultant agrees the Consultant
has no claim, demand, or dispute against the City.
AGREEMENT
NOW, THEREFORE, the City and the Consultant agree that the aforesaid
Agreement be amended as follows:
1. Exhibit A of the Agreement is amended to expand the scope of services as
indicated in Exhibit A2 attached hereto and incorporated herein by reference.
2. Section 3(a) of the Agreement amended in its entirety to read as follows:
“(a) The Consultant’s sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total
fee not exceed $2,737,279 (Two-million, Seven-hundred thirty-seven
Thousand, Two-hundred Seventy-nine Dollars) paid on a time and materials
basis in accordance with the schedule of fees contained in Exhibit A, and
a contingency amount not to exceed $374,000 (Three-hundred Seventy-
four Thousand Dollars) for any additional work rendered pursuant to
Subsection (c) below and authorized in writing by the Director.”
3. Except as otherwise provided herein, the Agreement entered into by the
City and the Consultant on May 31, 2023, remains in full force and effect.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
November 27th
2
IN WITNESS WHEREOF, the City and the Consultant have executed this
Amendment at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Brock D. Buche, PE, PLS
Director of Public Utilities
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Jennifer M. Quintanilla Date
Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Carollo Engineers, Inc., a Delaware
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)
Attachment:
Exhibit A2 – Expanded Scope of Services
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Paul Amico
9/29/2023
Vice President
Michael Barnes
9/29/2023
Secretary
9/29/2023
11/27/2023
Tina M Your
11/27/2023
Exhibit A2
Page 1 of 9
EXPANDED SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and Carollo Engineers, Inc., a Delaware Corporation (Consultant)
Downtown Area Water and Wastewater Infrastructure Improvements Study
The expanded scope of services are in addition to those in the original agreement, with effective date of
May 31, 2023, and are necessary for development of construction documents and construction awards in
response to the recent City receipt of California Department of Housing and Community Development Infill
Infrastructure Grant Catalytics Program (IIGC) and State General Funding.
Amendment No. 1 Understanding
The City requests that Carollo expedite planning and design of both the water and sewer infrastructure
within the on-going Phase I feasibility study area to encumber construction and soft cost by the end of
this current 2023-2024 fiscal year. This scope of work describes three additional task orders, with their
respective sub tasks, for the expedited design of the water and sewer improvements within the Phase I
boundary of the project.
• Task 10 includes water and sewer design of the improvements identified in the Phase I study area
per tasks 2 – 5 of the original contract scope of work. As of 9/20/2023, the improvements have
yet to be identified. This work is expected to be funded by the earmarked State Budget consisting
of $10 million for each water and wastewater improvements.
• Task 11 includes the water and sewer design of the improvements provided by the City as shown
in Exhibits 1 and 2 attached to this scope of work document. This work is expected to be funded
by the IIGC grant.
• Task 12 provides CEQA Environmental Permitting support to be completed by Carollo’s
Subconsultant Rincon Consultants.
The construction of these projects must fall within Fiscal Year 2023-2024 and the design needs to be
completed no later than April 10th, 2024, to allow time for project bidding, purchasing administration, and
council award before the June 6th, 2024 council meeting.
It should be noted that several of the projects to be delivered under this State funding have not been
identified at this time. Carollo is working with the City to model the wastewater collection system and
water distribution system improvements to identify the necessary projects. To achieve the timeline
identified above, the projects need to be identified by the City and Carollo by October 30, 2023.
Assumptions associated with each task are listed at the end of each respective task section. As the project
water and sewer improvements are further identified in tasks 2-5, Carollo will provide a revised scope and
fee reflecting the actual work to be completed. As stated, the water and sewer improvements have not
been identified, therefore the task 11 scope items are based on the Carollo’s best assessment on an
anticipated scope of work.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 2 of 9
Task 10 Water and Sewer Design of the State Funded Phase 1 Improvements
The water and sewer improvements to be funded by the State budget have not yet been identified and
are expected to be based on the Phase I findings identified in Tasks 2 through 5 of the original Feasibility
Study contract. Given the expedited schedule, the following scope of work is included in Task 10.
Carollo will prepare 30% conceptual design submittals for acceptance by City of Fresno and then the plans
shall be directly progressed to a 60% and 90% deliverable. Carollo will incorporate 30%, 60%, and 90%
design comments and with the expectation that the 100% plans will be the bid set with no further review
by the City.
Carollo will develop the project technical specifications, as necessary in conjunction with the referenced
City standard specifications and drawings. It is expected that the project will utilize the City standard
contract document (front ends) sections 1 through 6. Carollo will review the front-end documents
developed by the City of Fresno.
Task 1 0.1 Water and Sewer Pipeline Improvements Construction Document
Development (30%)
Preparation of 30% conceptual design submittal includes a plan-view alignment and a profile of major
design intersections or conflicts that need discussion and coordination with the City. The 30% deliverable
will include topographic and utility basemap from Tasks 10.6 and 10.7The 30% design deliverable
specifications will include an anticipated table of contents of Carollo technical specifications necessary for
the project.
Task 1 0.2 Water and Sewer Construction Document Development (60%)
Upon completion of City review of the 30% deliverable package, Carollo will incorporate comments
received from City into a matrix and respond accordingly in preparation for the 60% design deliverable.
The 60% design deliverable will include a full plan and profile design of the water and sewer alignments
and all the necessary details associated with the design.
The 60% design deliverable specifications will include a completed draft of the City’s front ends and
complete Carollo Technical Specifications for review by City staff.
Task 1 0.3 Water and Sewer Construction Document Development (90%)
Upon completion of City review of the 60% deliverable package, Carollo will incorporate comments
received from City into a matrix and respond accordingly in preparation for the 90% design deliverable.
The 90% design deliverable will include the plan and profile design of the water and sewer alignments
and all the necessary details associated with the design.
The 90% design deliverable specifications will include a completed draft of the City’s front ends and
complete Carollo Technical Specifications for review by City staff.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 3 of 9
Task 1 0.4 Water and Sewer Construction Document Development (100%)
Upon completion of City review of the 90% deliverable package, Carollo will incorporate comments
received from City into a matrix and respond accordingly in preparation for the 100% design deliverable.
Carollo will revise the deliverable as necessary and send the final construction package to the City for bid
advertisement. Carollo will meet with the City to go through received comments from the 90% submittal
package and achieve final concurrence to progress the plans to 100% (bidset).
Task 1 0.5 Bidding Support
Carollo will provide bidding support to City staff during the bidding period. This work includes answering
questions from potential contractors, developing bid package addenda, attending the pre-bid conference
and providing a bid evaluation of the received contractor bid packages.
Task 1 0.6 Geotechnical
Carollo will subcontract with BSK & Associates (BSK) to perform the geotechnical field evaluation and
report. Carollo will recommend locations for geotechnical field evaluation. The locations for exploratory
borings will be based on the proposed project alignments. BSK will obtain all City of Fresno encroachment
permits for the geotechnical investigations and will restore sites as required by the City and perform
laboratory testing to evaluate the properties of the site soils. The geotechnical report will include the
following:
Geotechnical Recommendations Report:
» Summarizes the findings and subsurface site conditions using data obtained from field evaluation and laboratory testing. The report will include: » Site plan showing exploratory boring locations.
» Log of exploratory borings, including visual soil classification, depth to groundwater, and existing
pavement thickness.
» Laboratory test results.
» Provide engineering recommendations for replacement sewers and laterals using the data described in the Geotechnical Data Report.
Task 1 0.7 Survey and Utility Investigation
A complete topographic survey will be completed by Carollo’s subconsultant for the Project, Blair, Church,
& Flynn Consulting Engineers (BCF).
The survey will obtain rim and invert elevations of sanitary sewer and storm drain manholes, clean-out
lids, utility valve covers, meter covers, utility boxes, hydrants, surface evidence of underground utilities
(e.g., trenches or markouts), curb and gutter lines, edges of sidewalks, and other prominent features that
may impact design.
The survey will be tied horizontally to the North America Datum of 1983 (NAD83) and vertically to the City
of Fresno Benchmark system or using NGVD29 Datum (U.S.G.S Datum). Right-of-way lines will be based
on a combination of record data and any monuments collected during topographic surveying. The right-
of-way lines to be included in the survey will be considered approximate only.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 4 of 9
BCF will also complete the utility investigation within the area and provide an approximate location of
existing known utilities along the alignment and within the survey boundaries.
Task 1 0.8 Engineering Services During Construction
This task is a placeholder for engineering services during construction. Once the water and sewer
improvements are further defined, this task will be updated with a detailed scope of work. No hours are
associated with this task at this time.
Task 1 0.9 Project Management, Administration and Controls
This task includes the project administration for the management of the Amendment 1 scope of work.
Tasks include regular billing administration, progress report development, managing budget, and invoice
preparation. Additionally, this task includes four extra meetings associated with internal design
coordination, internal discussions among Carollo design staff, or other meetings necessary to progress the
project.
Task 1 0.10 Additional Meetings
This task includes an additional six project meetings with the larger project team and the City of Fresno
Staff to discuss project design development, coordinate with City consultants for other projects currently
in progress (e.g. Akel Engineering Group), and potential future development conflicts. Additionally this
task includes design review workshops at each deliverable for the 30%, 60%, and 90% deliverables.
Task 10 Deliverables
• Full-Size PDF and four full size hard copies of the 30% design plans.
• 30% construction cost estimate (Level 4 estimate).
• 30% Comment response matrix
• Full-Size PDF and four hard copies of the 60% design plans.
• 60% construction cost estimate (Level 3 estimate).
• 60% Comment response matrix
• Full-Size PDF and four hard copies of the 90% design plans.
• 90% construction cost estimate (Level 1 estimate).
• 90% comment response matrix
• 100% (bid set) design plans.
• Geotechnical Report Draft and Final
• Meeting Agendas and Minutes
Task 10 Assumptions
• Once the water and sewer improvements have been further identified, Carollo will provide a
revised scope and fee to reflect the scope of work for the actual improvements to be made.
• Fee assumptions assumed 30 plan and profile sheets, 7 specific detail sheets and 3 general sheets.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 5 of 9
• Topographic survey and geotechnical budgetary place holders assume approximately 10,000
linear feet of improvements each both water and sewer improvements for a grand total of 20,000
linear feet of improvements.
• CAD Design will follow the City of Fresno Standard drawings standards.
• Water and Sewer improvements will be identified in Tasks 2 through 5 of the original Feasibility
Study contract. Carollo will identify the water system improvements and will Coordinate with the
City’s Collection System Mater Plan Update consultant for the sewer improvements.
• It is assumed the City of Fresno reviews for the 30% and the 60% will be internal reviews within
Department of Public Utilities. The 90% review will be sent to Construction Management and
Public Works only. The 100% (bidset) will not be re-sent to Construction Management and Public
Works for concurrence.
• Scope and Fee for the Task 10.6 and 10.7 is based on the same assumptions of the design scope
and fee.
Task 1 1 Water and Sewer Design of the IIGC Grant Improvements
This task includes final design of the water and sewer facilities as shown in Exhibits 1 and 2. Given the
expedited schedule, the following scope of work is included in Task 11.
Carollo will oversee their subconsultant Blair, Church & Flynn (BCF) and BCF will prepare 30% conceptual
design submittal for acceptance by City of Fresno and then the plans shall be directly progressed to a 60%
and 90% deliverables. Carollo will incorporate 60% and 90% design comments and with the expectation
that the 100% plans will be the bid set with no further review by the City. Similar to task 10, the 30 and
60% design submittals are assumed to be only reviewed by the Department of Public Utilities, with the
90% to be submitted to both Public Works and Construction Management for full review.
Carollo will verify the pipeline diameters shown on Exhibits 1 and 2 using the City’s Water System
Hydraulic Model and Coordinating with the City’s consultant currently working on the Collection System
Master Plan (Akel Engineering Group).
BCF will develop the project technical specifications, as necessary in conjunction with the referenced City
standard specifications and drawings. It is expected that the project will utilize the City standard contract
document (front ends) sections 1 through 6. BCF will provide support completion of the front-end
documents with final completion of the contract documents to be by City of Fresno. Upon refinement of
the construction cost estimates for the water and sewer improvements identified in Exhibits 1 and 2, if IIG
funds become available, Carollo and BCF will provide a Scope and Fee to the City to provide design
services for additional water and sewer construction to be funded by the IIG.
Task 1 1.1 Water and Sewer Construction Document Development (30%)
This task is for Carollo to validate the pipeline sizes in Exhibits 1 and 2 using the City’s water system
hydraulic model as well as for performing design oversight and coordination during BCF preparation of
construction documents.
BCF preparation of 30% conceptual design submittal including a plan-view alignment and a profile of major
design intersections or conflicts that need discussion and coordination with the City. The 30% deliverable
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 6 of 9
will include topographic and utility base map from Tasks 11.6 and 11.7 inclusive of specifications with
anticipated table of contents of BCF’s technical specifications necessary for the project.
Task 1 1.2 Water and Sewer Construction Document Development (60%)
This task is to coordinate with BCF, oversee the design, and assist in comments from the City and other
agencies involved in the project.
Upon completion of City review of the 30% deliverable package, BCF will incorporate comments received from City into a matrix and respond accordingly in preparation for the 60% design deliverable.
The 60% design deliverable will include a full plan and profile design of the water and sewer alignments
and all the necessary details associated with the design. The 60% design deliverable specifications will
include a completed draft of the City’s front ends and complete BCF’s Technical Specifications for review by
City staff.
Task 1 1.3 Water and Sewer Construction Document Development (90%)
The level of effort in this task is to coordinate with BCF, oversee the design, and assist in comments from the City and other agencies involved in the project. Upon completion of City review of the 60% deliverable
package, BCF will incorporate comments received from City into a matrix and respond accordingly in
preparation for the 90% design deliverable.
The 90% design deliverable will include the plan and profile design of the water and sewer alignments and
all the necessary details associated with the design. The 90% design deliverable specifications will include a
completed draft of the City’s front ends and complete BCF Technical Specifications for review by City staff.
Task 1 1.4 Water and Sewer Construction Document Development (100%)
This task is to coordinate with BCF, oversee the design, and assist in comments from the City and other
agencies involved in the project.
Upon completion of City review of the 90% deliverable package, BCF will incorporate comments received
from City into a matrix and respond accordingly in preparation for the 100% design deliverable. BCF will
revise the deliverable as necessary and send the final construction package to the City for bid advertisement.
BCF will meet with the City to go through received comments from the 90% submittal package and achieve
final concurrence to progress the plans to 100% (bidset).
Task 1 1.5 Bidding Support
Carollo will provide bidding support to City staff during the bidding period. This work includes answering
questions from potential contractors, developing bid package addenda, attending the pre-bid conference
and providing a bid evaluation of the received contractor bid packages.
Task 1 1.6 Geotechnical
Carollo will subcontract with BSK & Associates (BSK) to perform the geotechnical field evaluation and
report. Carollo will recommend locations for geotechnical field evaluation. The locations for exploratory
borings will be based on the proposed project alignments that have been identified in Exhibits 1 and 2.
BSK will obtain all City of Fresno encroachment permits for the geotechnical investigations and will restore
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 7 of 9
sites as required by the City and perform laboratory testing to evaluate the properties of the site soils. The
geotechnical report will include the following:
Geotechnical Recommendations Report:
» Summarizes the findings and subsurface site conditions using data obtained from field evaluation
and laboratory testing. The report will include:
» Site plan showing exploratory boring locations.
» Log of exploratory borings, including visual soil classification, depth to groundwater, and existing
pavement thickness.
» Laboratory test results.
» Provide engineering recommendations for replacement sewers and laterals using the data described in the Geotechnical Data Report.
» Draft and Final Geotechnical Report to be performed by BSK with six bore hold locations 15 feet
deep.
Task 1 1.7 Survey and Utility Investigation
A complete topographic survey of the Exhibits 1 and 2 alignments will be completed by Carollo’s
subconsultant for the Project, Blair, Church, & Flynn Consulting Engineers (BCF).
The survey will obtain rim and invert elevations of sanitary sewer and storm drain manholes, clean-out
lids, utility valve covers, meter covers, utility boxes, hydrants, surface evidence of underground utilities
(e.g., trenches or markouts), curb and gutter lines, edges of sidewalks, and other prominent features that
may impact design.
The survey will be tied horizontally to the North America Datum of 1983 (NAD83) and vertically to the City
of Fresno Benchmark system or using NGVD29 Datum (U.S.G.S Datum). Right-of-way lines will be based
on a combination of record data and any monuments collected during topographic surveying. The right-
of-way lines to be included in the survey will be considered approximate only.
BCF will also complete the utility investigation within the area and provide an approximate location of
existing known utilities along the alignment and within the survey boundaries.
11.8 Engineering Services During Construction
This task is a placeholder for engineering services during construction. Once the water and sewer
improvements are further defined, this task will be updated with a detailed scope of work. There are no
hours associated with this task at this time.
11.9 Project Management Administration and Controls
This task includes the project administration for the management of the Amendment 1 scope of work.
Tasks include regular billing administration, progress report development, managing budget, and invoice
preparation. Additionally, this task includes four extra meetings associated with internal design
coordination with BCF.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 8 of 9
11.10 Additional Design Progress Meetings
This task includes an additional six project meetings with the larger project team and the City of Fresno
Staff to discuss project design development, coordinate with City consultants for other projects currently
in progress, and potential future development conflicts. Additionally, this task includes design review
workshops at each deliverable for the 30%, 60%, and 90% deliverables.
Task 11 Deliverables
• Full-Size PDF and four full size hard copies of the 30% design plans.
• 30% construction cost estimate (Level 4 estimate).
• 30% Comment response matrix
• Full-Size PDF and four hard copies of the 60% design plans.
• 60% construction cost estimate (Level 3 estimate).
• 60% Comment response matrix
• Full-Size PDF and four hard copies of the 90% design plans.
• 90% construction cost estimate (Level 1 estimate).
• 90% comment response matrix
• 100% (bid set) design plans.
• Meeting agendas and minutes
Task 11 Assumptions
• All design, estimates, and specifications will be done by Blair, Church, and Flynn per City of Fresno
Standards.
• Blair, Church & Flynn will perform topographic survey and utility investigation.
• All encroachment permit fees for geotechnical investigation and topographic survey will be
waived.
• Carollo would validate the water system improvements using the City’s existing water system
hydraulic model.
• Carollo would coordinate with the City’s Collection System Model Update consultant to validate
the sewer system improvements.
• It is assumed the City of Fresno reviews for the 30% and the 60% will be internal reviews within
Department of Public Utilities. The 90% review will be sent to Construction Management and
Public Works only. The 100% (bidset) will not be re-sent to Construction Management and Public
Works for concurrence.
Task 12 CEQA Support for Water and Sewer Improvements
This task includes the CEQA environmental support by Carollo’s Subconsultant Rincon Environmental to
perform all necessary permitting work through the CEQA process associated with this process. Carollo will
include time to support Rincon as necessary, but assume Rincon will be the lead consultant for this effort.
Currently, as of 9/20/2023, the water and sewer improvements are not identified therefore, the scope and
fee developed by Rincon is simply a placeholder for budgetary purposes.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Exhibit A2
Page 9 of 9
Task 12 Assumptions
• 20,000 linear feet of water and sewer improvements are to be completed for Rincon to use in
their Environmental permitting effort. When these improvements are further identified, a revised
scope and fee will be provided by Rincon.
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
Legend
Water Mains by Diameter
--6" and Smaller
--8" -12"
-14" and Larger
� Site LocationfZZI HSR Station
IIGS Potential Sites
-Proposed 12" Water Main(Approx. 5,423 LF)
-Proposed 16" Water Main(Approx. 2,831 LF)
[=:J Proposed 24" Water Main(Approx. 5,781 LF)
Potential Dwelling Units
A.CVS, Fresno Housing (457 Units) building and Lot 2
B.Helm Building (95 Units)
C.JC Penny's Building (100 Units)
D.Former Berkeley Building
E.Gottschalks (75 Units)
F.Surface Parking Lot 6 {99 Units)
G.Grizzlies Surface Parking (293 Units)
H.
I.
Lot and city warehouse
Bing Kong Building and (40 Units) neighboring lot
Peacock Building (30 Units)
Water Mains
by Diameter
City of Fresno
Department of Public Utilities
Exhibit 1 - Project Area Proposed Water Mains
--
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
6
2
4 242
4 24242424 242
4
12
1
8
6
1
8 188
8
1
0
6
6
6
630303014
8
12
2
4
2
4
6
2
7
1
2
1
2
121
2
30
88422
418 8
6
6
1
0 218
1
0
6
6
1
0
8
8
8
6
8
181
8
6
6301
4
1
4
1
4
8
8
1
0
6
1
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1
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8
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1
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6
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1
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8
88
8
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010 10640401
0
1
2 126
1
0 106
61
0
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1010101
0
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8
8403681012122
7
2
7
2
7
278
8
6
886
6
18106 12181833336
8 881616166
6
1
0
6
6
1
0
66
6
6
6
6
6
6
6
1
2
8888
6
181818815
1515221212121818246
8
6
8
1
2
8
8
8
8
8
8
8
6
6
6
1
0
1
0
1
0
1
0
8
8
8
8
6
6
8
6
6
6
6
6
6
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1
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6
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0
627
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8
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2
2
2
2
22221
0
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8
¯0 500 1,000250Feet
Legend
Sewer Mains by Diameter
10" and Smaller
12"- 24"
26" and Larger
Sewer Main Flow Direction
Manholes
Site Location
HSR Station
Proposed 12" Sewer Main (Approx. 1,779 LF)
Proposed 18" Sewer Main (Approx. 863 LF)
Proposed 24" Sewer Main (Approx. 2,581 LF)
City of Fresno
Department of Public Utilities
Sanitary Sewer Mains
by Diameter
Exhibit 2 - Project Area Proposed Sewer Mains
-t
• _. ....
l:;:I ---
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
DPU-S Eng. CSA, Short Form T&M – Contingency (01-2023)
-1-
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 Carollo Engineers, Inc., a Delaware Corporation
(Consultant).
RECITALS
WHEREAS, the City desires to obtain professional engineering services for the
Downtown Area Water and Wastewater Instrastructure Improvement Study (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Civil Engineer and hereby represents that it desires to and is professionally and legally
capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 619;
and
WHEREAS, this Agreement will be administered for the City by its Director of
Public Utilities (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 and shall continue in full force and effect
through the earlier of complete rendition of the services hereunder or June 30, 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 City’s issuance of a
written “Notice to Proceed.” Work shall be undertaken and completed in a sequence
assuring expeditious completion, but in any event, all such services shall be completed
within 760 (Seven Hundred Sixty) consecutive calendar days from such authorization to
proceed.
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 not to
exceed $736,873.00 (Seven Hundred Thirty-Six Thousand, Eight Hundred Seventy-
Three Dollars, paid on a time and materials basis in accordance with the schedule of fees
contained in Exhibit A, and a contingency amount not to exceed $74,000 (Seventy-Four
Thousand Dollars) for any additional work rendered pursuant to Subsection (c) below and
authorized in writing by the Director.
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(b) Detailed statements shall be rendered monthly and will be payable
in the normal course of City business. The City shall not be obligated to reimburse any
expense for which it has not received a detailed invoice with applicable copies of
representative and identifiable receipts or records substantiating such expense.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to the 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.
(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.
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(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 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
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Consultant and any subcontractors to do and perform such services in a skillful manner
and the Consultant agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law including California
Civil Code section 2782.8, the Consultant shall indemnify, hold harmless and defend the
City and each of its officers, officials, employees, agents, and volunteers from any and all
loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or
strict liability, including but not limited to personal injury, death at any time and property
damage), and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees, litigation expenses, and costs to enforce this agreement) 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.
(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.
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(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 04 13 and CG 20 37 04 13 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 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
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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 and any of its subcontractors shall have no interest, direct or
indirect, in any other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing.
(f) If the Consultant should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, the Consultant shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the 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 the 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.
(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,
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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.
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
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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 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 the City employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co-employee rights or other theory. It is
acknowledged that during the term of this Agreement, the Consultant may be providing
services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
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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, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
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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.]
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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:
Brock D. Buche, PE, PLS,
Director
ATTEST:
TODD STERMER, CMC, MMC
City Clerk
By:
Deputy
No signature of City Attorney required.
Standard Document #DPU-S Eng.
CSA, Short Form T&M - Contingency
(01-2023) has been used without
modification, as certified by the
undersigned.
By:
Robert A. Diaz
Supervising Engineering Technician
Department of Public Utilities
REVIEWED BY:
Jesus A. Gonzalez, PE,
Assistant Director
Department of Public Utilities
Addresses:
CITY:
City of Fresno
Attention: Robert A. Diaz, Supervising
Engineering Technician
1626 E Street
Fresno, CA 93706
Phone: (559) 621-1623
E-mail: Robert.Diaz@fresno.gov
DPU-S Eng. CSA, Short Form T&M – Contingency (01-2023)
Carollo Engineers, Inc.,
A Delaware Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
Carollo Engineers, Inc.
Attention: Felicia James, PE, Vice
President/Project Manager
1401 Fulton Street, Suite 802
Fresno, CA 93721
Phone: (559) 436-6616
Facsimile” (559) 436-1191
E-mail FJames@carollo.com
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4/27/2023
4/27/2023
Vice President
C64648
Paul Amico
January 23, 2003
Paul Amico
Secretary
Michael Barnes
4/28/2023
5/2/2023
5/31/2023
5/31/2023
Tina M Your
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Attachments:
1.Exhibit A - Scope of Services
2.Exhibit B - Insurance Requirements
3.Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Carollo Engineers, Inc., a Delaware Corporation (Consultant)
Downtown Area Water and Wastewater Infrastructure Improvements Study
March 2023
The scope of services described in the RFP can be delineated into the following major activities to
evaluate the relocation and capacity improvement needs for the City’s water and wastewater
infrastructure within the downtown area delineated in Attachment 1 in the RFP.
PHASE I
Task 1 – Phase I Project Management and Document Review
Task 1.1 – Phase I Kickoff Meeting
This task includes a project kickoff meeting with City of Fresno Department of Public Utilities staff to
present the project schedule and goals, anticipated expectations of involved parties, and data request for
documents to be reviewed in Task 2.
Task 1.2 – Phase I Monthly Meetings
This task includes conducting monthly coordination meetings with City staff for the project.
The level of effort for this task assumes the duration for Phase I is six months.
Task 2 – Desktop Review of Relevant Documents
Task 2.1 –Document Review
This task includes utilities research, reviewing record drawings, sewer repair and rehabilitation records,
infrastructure rehabilitation projects, plat and easement maps, and reviewing relevant planning
documents for the downtown specific area and the City in general for future growth demands. This
includes planning documents associated with develop plans for other strategic developments.
Task 2.2 – Strategic Development Discussion
Conduct an in-person, two-hour workshop with City staff and key project collaborators to discuss
upcoming development in the downtown area or strategic development block, neighborhood, or region,
and coordination needs.
Task 3 – Project Boundary Delineation and Prioritization
This task consists of reviewing the project area boundaries delineated by the City and developing a
prioritized set of project areas incorporating the information gathered during the document review task.
The resulting project areas may be different from those initial defined by the City. Select one of the
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resulting project areas, in collaboration with City of Fresno Staff, to initiate the downtown water and sewer
utility field investigations.
Task 4 – Preliminary Field Investigation
Task 4.1 – Field Investigation
Conduct a block-by-block field investigation of the project area selected during the previous task. The
goal of the field investigation is to identify impediments to utility relocations and confirm existing
conditions from visible surface features.
The level of effort for this task assumes four working days of field investigation effort.
Task 4.2 – Summary of Findings
Draft a technical memorandum (TM) summarizing the type of impediments to utility relocation
encountered during the field investigation and infrastructure improvement needs for the initial project
area. Specifically for the sewer infrastructure, we will include improvements to address capacity
deficiencies, point repairs, and sewer rehabilitations identified during the document review and hydraulic
analysis. We will describe feasible alternatives (up to two per impediment type, where appropriate) to
address the impediments. The alternatives are intended to minimize service transfer efforts, account for
physical limitations of property and available industry methods. Extrapolate an estimated frequency for
encountering impediment types for the remaining project areas using information gathered during the
document review task.
The level of effort for this task assumes up to twenty unique impediment types for the initial project area
and that the location of sewer point repairs and rehabilitation needs are provided by the City.
Task 4.3 – Task Review Meeting
Conduct an in-person, three-hour workshop with City staff to review the Summary of Findings TM and
alternatives for addressing relocation impediments. The goal of the workshop is for City staff to select
which alternative for each impediment situation to use for developing construction cost estimate for
improvements and relocations within the initial project area.
Task 4.4 – Initial Project Area Improvement Study Results TM
After completion of the hydraulic analyses described in the next task, we will draft a TM documenting the
feasibility of relocating existing infrastructure from alleyways to streets and to address other
impediments for the initial project area. We will develop Class V, planning -level construction cost
estimates for the feasible alternatives selected by the City and for constructing infrastructure
improvements where relocation is not feasible.
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Task 5 – Hydraulic Analysis
Task 5.1 – Water and Sewer Hydraulic Analysis
Perform hydraulic analysis using existing City of Fresno Water and Sewer Distribution System Models
taking into consideration conceptual pipeline alignments defined by the City in their planning documents
and future growth demands. We will use the results of the hydraulic analysis to size replacement pipe
diameters. We will evaluate the T4 pressure zone for optimization improvements related to the downtown
area.
Task 5.2 – Hydraulic Analysis Technical Memorandum
We will draft a TM summarizing the results of the hydraulic analysis.
Task 6 – Phase II Work Plan
We will develop a work plan for the remaining downtown project areas that includes:
▪Conducting block-by-block field investigations.
▪Selecting feasible infrastructure relocation strategies.
▪Identifying situations where relocation is not feasible.
▪Developing planning-level cost estimates for the infrastructure improvements within each project area.
▪Description of the pros and cons for proceeding with phasing the improvements for the initial and
subsequent project areas over multiple years.
▪Recommendations, if appropriate, for conducting utility survey and manhole flowline elevation
measurement to support the hydraulic analysis recommendations and for evaluating the feasibility of
relocation alternatives.
▪Projected schedule and estimated level of effort for implementing the work plan.
We will present the work plan to the City’s Project Manager for review and approval prior to initiating
Phase II.
PHASE I DELIVERABLES
Four hard copies and one PDF of:
▪Hydraulic analyses results maps (plotted on 22-inch by 34-inch sheets).
▪TM and cost estimates.
PHASE II
Task 7 – Phase II Project Management
Task 7.1 – Phase II Kickoff Meeting
This task includes a kickoff meeting with City of Fresno Department of Public Utilities staff to present the
Phase II project schedule and goals, and anticipated expectations of involved parties.
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Task 7.2 – Phase II Monthly Meetings
This task includes conducting monthly coordination meetings with City staff for the project.
The level of effort for this task assumes the duration for Phase II is six months.
Task 8 – Project Area Evaluation Studies
Task 8.1 – Project Area Field Investigation
For each of the project areas defined in Phase I, we will conduct a block-by-block field investigation to
identify impediments to infrastructure relocation and improvement feasibility.
The level of effort for this task assumes 30 working days of field investigation effort.
Task 8.2 – Utility Survey
If authorized by the City, conduct utility survey and manhole flowline elevation measurement to update
the hydraulic analysis recommendations and for validating the feasibility of relocation alternatives.
Task 8.3 – Update Hydraulic Analysis
If warranted by the results of the field investigation and authorized by the City, update the hydraulic
analyses as each project area is completed.
Task 8.4 – Draft Project Area Summary of Findings
Draft a TM summarizing the type of impediments to utility relocation encountered during the field
investigation and infrastructure improvement needed within the project area. Specifically for the sewer
infrastructure, include improvements to address capacity deficiencies point repairs, and sewer
rehabilitations identified during the document review and hydraulic analysis. Identify, where feasible, the
improvement to address each impediment. The improvements are intended to minimize service transfer
efforts, account for physical limitations of property, and available industry methods.
The level of effort for this task assumes the impediments identified during Phase I (up to 20) will be
refined and an additional 10 impediment scenarios developed.
Task 8.5 – Project Area Review Meeting
Conduct a hybrid, 90-minute meeting with City staff to review the Draft Summary of Findings TM and
selected improvements for addressing relocation impediments. The goal of the meeting is for City staff to
provide input and recommendations for each impediment situation. The results of the meeting are to be
used for developing construction cost estimates for improvements and relocations within the project area.
Task 8.6 – Final Project Area Summary of Findings
Develop Class V, planning-level construction cost estimates for the feasible alternatives selected by the
City and for constructing infrastructure improvements where relocation is not feasible.
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Prepare the final TM summarizing the relations and improvements to be constructed within the project
area.
The level of effort for this task assumes up to eight project areas and that Tasks 9.1 through 9.6 are
completed for each project area.
Task 9 – Consolidated Improvements Study Report
Consolidate the results of evaluation studies for each project area into a final project report. The final
report will include:
▪Distinct areas to serve as individual projects for phase construction of infrastructure improvements
over multiple years.
▪Construction cost estimates for the identified improvements.
▪Description of the pros and cons for proceeding with each phase developed for improvements.
PHASE II DELIVERABLES
Four hard copies and one PDF of:
▪Hydraulic analyses results maps (plotted on 22-inch by 34-inch sheets).
▪TM for each project area, with cost estimates.
▪Final study report.
PROJECT ASSUMPTIONS
The City shall furnish Consultant available studies, reports and other data pertinent to Consultant’s
services; and Consultant shall be entitled to use and reasonably rely upon all such information.
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SCHEDULE OF FEES
CAROLLO ENGINEERS, INC.
FEE SCHEDULE
As of January 1, 2023
California
Hourly Rate
Engineers/Scientists
Assistant Professional $200.00
Professional 251.00
Project Professional 296.00
Lead Project Professional 314.00
Senior Professional 339.00
Technicians
Technicians 150.00
Senior Technicians 218.00
Support Staff
Document Processing / Clerical 127.00
Project Equipment Communication Expense 14.00
(PECE) Per DL Hour
Other Direct Expenses
Travel and Subsistence at cost
Mileage at IRS Reimbursement Rate $.655 per mile
Effective January 1, 2023
Subconsultant cost + 10%
Other Direct Cost cost + 10%
Expert Witness Rate x 2.0
This fee schedule is subject to annual revisions due to labor adjustments.
Actual increase will be negotiated with the City and will not exceed 6%.
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Carollo Engineers, Inc., a Delaware Corporation
(Consultant)
Downtown Area Water and Wastewater Improvements Study
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 the
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.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event 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
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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 years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
calendar days’ written notice by certified mail, return receipt requested, has been given
to the City. The Consultant is also responsible for providing written notice to the City under
the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non-renewal, or reduction in coverage or in limits, the Consultant shall
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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’s 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 its 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 the
City with a complete copy of any insurance policy required under this Agreement,
including all endorsements, with said copy certified by the underwriter to be a true and
correct copy of the original policy. This requirement shall survive expiration or termination
of this Agreement.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Downtown Area Water and Wastewater Improvements Study
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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X
X
N/A
X
Paul Amico
Paul Amico
X
4/27/2023
X
X
Carollo Engineers, Inc.
1401 Fulton St
Suite 802
Fresno CA 93721
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
2795 Mitchell Drive, Walnut Creek, California 94598
P. 925.932.1710 F. 925.930.0208
carollo.com
CERTIFICATION
This is to certify that the undersigned, Michael W. Barnes, as Corporate Secretary and General
Counsel for Carollo Engineers, Inc., is authorized to state and certify: That by corporate
policy approved by the Board of Directors on 02/07/2011, Paul Amico, Vice President, and
Anne Prudhel, Vice President, are authorized to execute engineering service agreements for
the usual and customary engineering business of the company.
Dated: May 9, 2022
Michael W. Barnes
Corporate Secretary & General Counsel
DocuSign Envelope ID: 25FB1994-9478-4178-AA40-7F5E1655279DDocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00
2795 Mitchell Drive, Walnut Creek, California 94598
P. 925.932.1710 F. 925.930.0208
carollo.com
CERTIFICATION
This is to certify that the undersigned, Michael W. Barnes, as Corporate Secretary and General
Counsel for Carollo Engineers, Inc., is authorized to state and certify: That by corporate
policy approved by the Board of Directors on 02/07/2011, Paul Amico, Vice President, and
Anne Prudhel, Vice President, are authorized to execute engineering service agreements for
the usual and customary engineering business of the company.
Dated: May 9, 2022
Michael W. Barnes
Corporate Secretary & General Counsel
DocuSign Envelope ID: 38896250-314D-46D2-A8A2-28FCCBFBFF00