HomeMy WebLinkAboutTetra Tech BAS Inc. Agreement Consultant Srvcs - 2-5-24 AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into, effective on
_______________________, by and between the CITY OF FRESNO, a California
municipal corporation (City), and Tetra Tech BAS, Inc, a California Corporation
(Consultant).
RECITALS
WHEREAS, the City desires to obtain professional Landfill Gas Collection and Control
System Operations, Maintenance, and Monitoring Emergency support services for the
Fresno Sanitary Landfill (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a Landfill
Gas professional consultant and hereby represents that it desires to and is professionally
and legally capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its
Director of Public Utilities (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. The Consultant shall perform to the satisfaction of the City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through Decemeber 31, 2024, subject to any earlier termination in
accordance with this Agreement. The services of the Consultant as described in
Exhibit A are to commence upon the Effective Date and shall be completed in a
sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant’s sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall not exceed
Forty-Eight Thousand Eight Hundred and Eighty-Eight Dollars
($48,888.00), paid on the basis of the rates set forth in the schedule of fees
and expenses contained in Exhibit A.
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February 5, 2024
(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.
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,
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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 Administrator’s request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
(f) The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify 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.
5. Confidential Information and Ownership of Documents.
(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 Administrator. 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, 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 writings and 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. The Consultant shall not permit the
reproduction or use thereof by any other person except as otherwise
expressly provided herein.
(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
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Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, including California
Civil Code section 2782, Consultant shall indemnify, hold harmless and defend City and
each of its officers, officials, employees, agents, and volunteers from any and all loss,
liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and property
damage), and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees, litigation expenses and cost to enforce this Agreement) that
arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of
Consultant, its principals, officers, employees, agents or volunteers in the performance of
this Agreement.
If Consultant should subcontract all or any portion of the services to be performed
under this Agreement, Consultant shall require each subcontractor to indemnify, hold
harmless and defend City and each of its officers, officials, employees, agents, and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay 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, all services and work under this Agreement shall be discontinued immediately,
and all payments due, or that become due, to the Consultant shall be withheld until
insurance is in compliance with the requirements. Any failure to maintain the required
insurance shall be sufficient cause for the City to terminate this Agreement. No action
taken by the City pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase “fail to maintain any required
insurance” shall include, without limitation, notification received by the City that an insurer
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has commenced proceedings, or has had proceedings commenced against it, indicating
that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify the City shall
apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification
to be provided by the Consultant. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of the Consultant, its
principals, officers, agents, employees, persons under the supervision of the Consultant,
vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone
employed directly or indirectly by any of them.
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.) 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 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) Consultant’s duties and services under this Agreement shall not include
preparing or assisting the City with any portion of the City’s preparation of
a request for proposals, request for qualifications, or any other solicitation
regarding a subsequent or additional contract with the City. The City
entering this Agreement shall at all times retain responsibility for public
contracting, including with respect to any subsequent phase of this Project.
Consultant’s participation in the planning, discussions, or drawing of project
plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Consultant shall cooperate with the City to ensure
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that all bidders for a subsequent contract on any subsequent phase of this
Project have access to the same information, including all conceptual,
preliminary, or initial plans or specifications prepared by Consultant
pursuant to this Agreement.
(d) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(e) 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.
(f) 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 unless fully disclosed to and
approved by the City Manager, in advance and in writing. 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. Notwithstanding
any approval given by the City Manager under this provision, the Consultant
shall remain responsible for complying with Section 9(b), above.
(g) 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.
(h) 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
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.
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(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 Administrator or
designee.
(b) Records of the Consultant’s expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should subcontract
all or any portion of the services to be performed under this Agreement, the
Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
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
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participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant’s employment
practices including, but not be limited to, the following: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
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
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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 the 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 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
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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.
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.
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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:
Georgeanne A. White
City Manager
No signature of City Attorney required.
Standard Document #ALL-S Generic
CSA – Not to Exceed (01-2024) has
been used without modification, as
certified by the undersigned.
By:
Brocke D. Buche, PE, PLS
Director of Public Utilities
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention: Ahmad Alkhayyat,
Assistant Director
1325 El Dorado St
Fresno, CA 93706
Phone: (559) 621-1801
E-mail: Ahmad.Alkhayyat@Fresno.Gov
TETRA TECH BAS, INC.,
A California Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
Tetra Tech BAS, Inc.
Attention: Christine Arbogast,
President
21700 E Copley Dr #200
Diamond Bar, CA 91765
Phone: 909-860-7777
E-mail:
Christine.Arbogast@TetraTech.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
DocuSign Envelope ID: AD4B4D9D-B12A-41F1-8F98-5A6DF44DA6F3
Christine Arbogast
42578
Christine Arbogast
President, Tetra Tech BAS, Inc.
2/1/2024
2/5/2024
2/5/2024
Tina M Your
DocuSign Envelope ID: AD4B4D9D-B12A-41F1-8F98-5A6DF44DA6F3
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Tetra Tech BAS, Inc. (Consultant)
Fresno Sanitary Landfill Gas professional consultant services
Tetra Tech prepared this proposal and developed the proposed tasks below based on
discussions with City of Fresno (City), knowledge of the Landfill’s LFGCCS, and
experience with LFGCCS evaluations, design, OM&M (routine and non-routine) and
repairs:
Task 1 – Existing Data Assessment and Report of Findings
Task 2 – Field Evaluation
Task 3 – Routine Follow-ups
Task 4 – Non-Routine Repair Recommendations
Task 1 – Existing Data Assessment and Report of Findings
Tetra Tech will review existing site data for the Landfill’s existing LFGCCS to evaluate the
overall health of the LFGCCS and identify potential improvements that could help
increase LFG flow extraction and methane content. Tetra Tech will utilize our knowledge
and vast experience working on LFGCCS projects and available site information provided
by the City, including:
1) LFGCCS As-Built Drawings/Gas Plan, including:
a) LFG Extraction wells, laterals, and headers;
b) Condensate sumps;
c) Flare station; and
d) Off gas line from Wastewater Treatment Plant.
2) Recent LFG Monitoring Data (the last 6 months), including but not limited to:
a) LFG Extraction Wells (Pressure, gas composition, flow);
b) Perimeter Probe;
c) Header Taps;
d) Flare Station;
e) Condensate Sumps & Condensate Handling Data (includes locations for draining of
low spots in header);
f) Groundwater Treatment System Off-gas; and
g) Surface Emissions Monitoring.
3) Consent Decree document as outlined in the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA) Report.
4) Regulatory Reports, which may include the following:
a) 2022 Annual AB-32 Landfill Methane Report
i) Would have been due/submitted by March 15, 2023.
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b) New Source Performance Standards (NSPS) & National Emissions Standards and
Hazardous Pollutants (NESHAP) Semi-Annual Reports
c) Flare Source Test Report
i) Annual source test report also sometimes referred to as the Annual
Performance/Compliance Test for the LFG Flare.
5) Make, Model, and Operation Manuals of Major Flare Station Equipment, including
a) LFG Blowers;
b) Flare; and
c) Groundwater Treatment System Components.
6) Design plan and/or as-builts for recent regrading work performed.
7) Most recent topographic survey data.
8) Waste intake tonnages historic and projections for the future.
9) Waste composition, especially those items outside of normal Municipal Solid Waste,
Wastewater Treatment Plant sludge, other high liquids waste, etc.
Tetra Tech’s review of the existing site information will include a high-level assessment
and will be focused on viable options that can improve the Landfill’s LFG extraction and
methane content and provide feedback on improvements that can be implemented to
the LFGCCS. Tetra Tech will submit an initial Report of Findings based on the review of
the existing LFGCCS information, provided by the City, along with the field evaluation
findings from Task 2 below. Tetra Tech will host a virtual meeting with the City to
discuss the initial Report of Findings and will implement mutually agreed upon
comments and finalize the Report of Findings for submittal to the City.
Task 1 – Deliverables, Meetings and Conference Calls:
The following summarizes the items to be performed for this task:
– Review and evaluate existing site information provided by the City;
– Preparation of an initial Report of Findings to be submitted to the City for review;
– Host one conference call with the City to discuss the initial Report of Findings; and
– Finalize and submit the final Report of Findings to the City.
Task 2 – Field Evaluation
Tetra Tech will conduct one (1) site visit to the Landfill and will assess and confirm the
data provided in Task 1 to further address the existing LFGCCS and potential
improvements to the system. For budgetary purposes, Tetra Tech has included five (5)
full days, including travel, for one (1) Chief Engineering Technician to perform the site
visit. During this site visit, Tetra Tech will endeavor to collect the following information:
Confirm data reviewed in Task 1;
– Investigate the recent decline in methane quality in the LFG;
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– Investigate the tie-in location for the Wastewater plant and the LFG header connecting
to the LFG flare station;
– Perform wellfield monitoring and tuning for the LFG extraction wells;
– Gather header static pressure/vacuum data to determine if excess head loss is
occurring in the header piping network;
– Observe LFGCCS piping for signs of movement, potential air leaks and other signs of
potential flaws within the piping systems;
– Observe gas flow meters;
– Observe the general condition of the Landfill and LFGCCS, and noting any above-grade
damaged components for repair by others;
– Observing if surging vacuum conditions are occurring that may indicate restricting LFG
flow;
– Observe if any seeps of leachate are weeping out the landfill cover;
– Observe the general condition and functionality of the existing blower and existing flare
station; and
– Observe the general condition of the Landfill.
Task 2 – Deliverables, Meetings and Conference Calls:
The following summarizes the items to be performed for this task:
Tetra Tech’s Chief Engineering Technician will perform one (1) site visit to the Landfill
for five (5) days, including travel.
Task 3 – Routine Follow-ups
After completion of the data review in Task 1 and the field evaluation in Task 2, Tetra
Tech will provide a plan for routine follow-ups at the Landfill. Wellfield monitoring and
tuning will be completed by an experienced Engineering Technician monthly to improve
LFG collection efficiency and attempt to maintain continuous flare operation. Any
potential issues observed regarding the LFGCCS performance will be noted and shared
with the City along with recommendations to address these potential issues. Routine
follow-ups will include up to three (3) days on-site per month and will begin in February
2024 and continue through April 2024, for a total duration of three (3) months.
Task 3 – Deliverables, Meetings and Conference Calls:
The following summarizes the items to be performed for this task:
Complete monthly routine follow-ups (up to three (3) days on-site per month) for three
(3) months to monitor and tune the wellfield and observe/note any potential issues with
the performance of the LFGCCS so they can be addressed with the City.
Task 4 – Non-Routine Repair Recommendations
Upon completion of Task 3, Tetra Tech will update the Report of Findings (from Task 2)
based on new information obtained/discovered from Task 3 and will include
recommendations on non-routine repairs and upgrades to the current LFGCCS to yield
improved LFG flow extraction rates, increased methane content in the LFG and the
related budgetary estimates. The suggested upgrades will be either operational and/or
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physical modifications to the Landfill and/or LFGCCS system. Tetra Tech will also
include a recommendation on the general value with comparison to current industry
offerings for projects with similar scope and conditions for the City’s use for internal
discussions. Tetra Tech will hold a meeting with the City to discuss the proposed non-
routine repair recommendations (with high level budget estimates). Based on notes
from this meeting, Tetra Tech can prepare a separate proposal to assist the City with
the implementation of these proposed non-routine repairs.
Task 4 – Deliverables, Meetings and Conference Calls:
The following summarizes the items to be performed for this task:
– Prepare an updated Report of Findings including recommended non-routine repairs; and
– Host one conference call with the City to present and discuss the recommended non-
routine repairs.
SCHEDULE OF FEES AND EXPENSES
Task 1 – Existing Data Assessment and Report of Findings
Labor Cost $8,979
Other Direct Costs $0
Total Task Cost $8,979
Task 2 – Field Evaluation
Labor Cost $10,241
Other Direct Costs $1,965
Total Task Cost $12,206
Task 3 – Routine Follow-ups
Labor Cost $17,262
Other Direct Costs $3,345
Total Task Cost $20,607
Task 4 – Non-Routine Repair Recommendations
Labor Cost $7,089
Other Direct Costs $0
Total Task Cost $7,089
Total
Labor Cost $43,571
Other Direct Costs $5,310
Total Task Cost $48,881
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
And Tetra Tech BAS, Inc. (Consultant)
Fresno Sanitary Landfill Gas professional consultant services
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
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.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
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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.
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. Consultant shall establish additional insured status for the City
under the General Liability policy 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 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. 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 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.
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4. All policies of insurance shall 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.
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 30 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 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 15 calendar days prior to the expiration
date of the expiring policy.
6. 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.
7. 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.
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 the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to
provide not less than a five-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a retroactive date prior to the effective date of the Agreement or
the commencement of work by the Consultant, the Consultant must purchase “extended
reporting” coverage for a minimum of five (5) years completion of the Agreement work or
termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City for
review.
5. These requirements shall survive expiration or termination of the Agreement.
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VERIFICATION OF COVERAGE
the Consultant shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City’s Risk Manager or designee prior to City’s
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, the Consultant shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this
Agreement, the Consultant shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no side agreement is
required, the Consultant shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and the Consultant shall ensure that City, its
officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Fresno Sanitary Landfill Gas professional consultant services
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)
DocuSign Envelope ID: AD4B4D9D-B12A-41F1-8F98-5A6DF44DA6F3
Not applicable. All answers were No.
X
Tetra Tech BAS, Inc.
1/26/2024
X
21700 Copley Drive
X
X
Diamond Bar, CA 91765
Christine Arbogast
X
X
DocuSign Envelope ID: AD4B4D9D-B12A-41F1-8F98-5A6DF44DA6F3
DocuSign Envelope ID: AD4B4D9D-B12A-41F1-8F98-5A6DF44DA6F3