HomeMy WebLinkAboutBlankinship & Associates, Inc - Consultant Agreement - 08.10.23DocuSign Envelope ID: 3AE9D449-FF30-4822-85A4-48596D87759F
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES fZ
This Agreement is made and entered into, effective on J by
and between the CITY OF FRESNO, a California munici al corporation (City), and
BLANKINSHIP & ASSOCIATES, INC (Consultant).
RECITALS
WHEREAS, City desires to obtain design professional services for a comprehensive and
progressive plan for pyrethroid management (Project); and
WHEREAS, Consultant is engaged in the business of furnishing design professional
services as an engineering and environmental science firm and hereby represents that it
desires to and is professionally and legally capable of performing the services called for
by this Agreement; and
WHEREAS, Consultant acknowledges that this Agreement is subject to the requirements
of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administered for City by its City Manager
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. Consultant shall perform to the satisfaction of City the services
described in Exhibit A, including all work incidental to, or necessary to perform,
such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shaft be effective
from the date first set forth above for a term of one year with provisions for a one-
year extension, subject to any earlier termination in accordance with this
Agreement. The services of Consultant as described in Exhibit A are to
commence upon the Effective Date and shall be completed in a sequence assuring
expeditious completion, but in any event, all such services shall be completed prior
to expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Com ensation.
(a) Consultant's sole compensation for satisfactory performance of all services
required or rendered pursuant to this Agreement shall be a total fee of
$49,999. Such fee includes all expenses incurred by Consultant in
performance of the services.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
(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
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Agreement, which modification shall include an adjustment to Consultant's
compensation. Any change in the scope of services must be made by
written amendment to the Agreement signed by an authorized
representative for each party. Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination Remedies and Force Mameure.
(a) This Agreement shall terminate without any liability of City to Consultant
upon the earlier of: (i) Consultant's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third party against Consultant; (ii) seven calendar days'
prior written notice with or without cause by City to Consultant; (iii) City's
non -appropriation of funds sufficient to meet its obligations hereunder
during any City fiscal year of this Agreement, or insufficient funding for the
Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to City
any and all unearned payments and all properties and materials in the
possession of Consultant that are owned by City. Subject to the terms of
this Agreement, Consultant shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. Consultant
shall not be paid for any work or services performed or costs incurred which
reasonably could have been avoided.
(c) In the event of termination due to failure of Consultant to satisfactorily
perform in accordance with the terms of this Agreement, City may withhold
an amount that would otherwise be payable as an offset to, but not in excess
of, City's damages caused by such failure. In no event shall any payment
by City pursuant to this Agreement constitute a waiver by City of any breach
of this Agreement which may then exist on the part of Consultant, nor shall
such payment impair or prejudice any remedy available to City with respect
to the breach.
(d) Upon any breach of this Agreement by Consultant, City may (i) exercise any
right, remedy (in contract, law or equity), or privilege which may be available
to it under applicable laws of the State of California or any other applicable
law; (ii) proceed by appropriate court action to enforce the terms of the
Agreement; and/or (iii) recover all direct, indirect, consequential, economic
and incidental damages for the breach of the Agreement. If it is determined
that City improperly terminated this Agreement for default, such termination
shall be deemed a termination for convenience.
(e) Consultant shall provide City with adequate written assurances of future
performance, upon Administrator's request, in the event Consultant fails to
comply with any terms or conditions of this Agreement.
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(f) Consultant shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of City in
its contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, unusually severe weather, and delays of common carriers.
Consultant shall 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
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by Consultant without the prior written approval of
the Administrator. During the term of this Agreement, and thereafter,
Consultant shall not, without the prior written consent of City, disclose to
anyone any Confidential Information. The term Confidential Information for
the purposes of this Agreement shall include all proprietary and confidential
information of City, including but not limited to business plans, marketing
plans, financial information, materials, compilations, documents,
instruments, models, source or object codes and other information
disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary
in City.
(b) Any reports, information, or other data prepared or assembled by
Consultant pursuant to this Agreement shall not be made available by the
City to any individual, government entity, or organization who intends copy
in whole or in part, or otherwise use the document for purposes other than
"for information only" without the prior written approval of the Consultant.
The Parties agree a request for documents pursuant to the Public Records
Act shall be considered for informational purposes only. If the City receives
a request for documents related to this Agreement, it shall notify Consultant,
so Consultant may take measures to prevent disclosure.
(c) Any and all writings and documents prepared or provided by Consultant
pursuant to this Agreement are the property of City at the time of preparation
and shall be turned over to City upon expiration or termination of the
Agreement. Consultant or City shall not permit the reproduction or use
thereof by any other person except as otherwise expressly provided herein.
(d) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(e) 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 Consultant represents to City that Consultant
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and its subcontractors, if any, are skilled in the profession and shall perform in
accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, City relies upon the skill of
Consultant and any subcontractors to do and perform such services in a skillful
manner and Consultant agrees to thus perform the services and require the same
of any subcontractors. Therefore, any acceptance of such services by City shall
not operate as a release of Consultant or any subcontractors from said
professional standards.
7. Indemnification. To the furthest extent allowed by law, including California Civil
Code 2782.8, Consultant, its principals, officers, agents or employees (collectively
"Consultant") shall indemnify, hold harmless and defend City and each of its
officers, officials, employees, agents and volunteers (collectively "City") 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, but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or
claims for injury or damages are caused by or result from the negligent or
intentional acts or omissions of Consultant.
Consultant's obligations do not apply to claims or litigation arising from the City's
storage, handling or application of pesticides, except to the extent caused by the
negligent or intentional acts or omissions of Consultant.
8. 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.
9. Insurance.
(a) Throughout the life of this Agreement, Consultant shall pay for and maintain
in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
City's Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to City, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum
limits specified therein or the full limit of any insurance proceeds to the
named insured.
(b) If at any time during the life of the Agreement or any extension, Consultant
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or any of its subcontractors/sub-consultants fail to maintain any required
insurance in full force and effect, all services and work under this Agreement
shall be discontinued immediately, and all payments due or that become
due to Consultant shall be withheld until notice is received by City that the
required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any
failure to maintain the required insurance shall be sufficient cause for City
to terminate this Agreement. No action taken by City pursuant to this section
shall in any way relieve Consultant of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall
include, without limitation, notification received by City that an insurer has
commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Consultant shall not be deemed to
release or diminish the liability of Consultant, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to
indemnify City shall apply to all claims and liability regardless of whether
any insurance policies are applicable. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability
Consultant, its principals, officers, agents, employees, persons under the
supervision of Consultant, vendors, suppliers, invitees, consultants, sub -
consultants, subcontractors, or anyone employed directly or indirectly by
any of them.
(d) The total aggregate liability of Consultant, it's officers, employees and
subconsultants to the City shall not exceed the insurance requirement
amounts detailed in Exhibit B.
(e) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except
that any required certificates and applicable endorsements shall be on file
with Consultant and City prior to the commencement of any services by the
subcontractor. Consultant and any subcontractor/sub-consultant shall
establish additional insured status for City, its officers, officials, employees,
agents, and volunteers by using Insurance Service Office (ISO) Form CG
20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed
manuscript company endorsement providing additional insured status as
broad as that contained in ISO Form CG 20 10 11 85.
10. Conflict of Interest and Non -Solicitation.
(a) Prior to City's execution of this Agreement, Consultant shall complete a City
of Fresno conflict of interest disclosure statement in the form as set forth in
Exhibit C. During the term of this Agreement, Consultant shall have the
obligation and duty to immediately notify City in writing of any change to the
information provided by Consultant in such statement.
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Consultant shall comply, and require its subcontractors to comply, with all
applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) federal, state and local conflict of
interest laws and regulations including, without limitation, California
Government Code Section 1090 et. seq., the California Political Reform Act
(California Government Code Section 87100 et. seq.) and the regulations
of the Fair Political Practices Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et. seq.).
At any time, upon written request of City, Consultant shall provide a written
opinion of its legal counsel and that of any subcontractor that, after a due
diligent inquiry, Consultant and the respective subcontractor(s) are in full
compliance with all laws and regulations. Consultant shall take, and require
its subcontractors to take, reasonable steps to avoid any appearance of a
conflict of interest. Upon discovery of any facts giving rise to the
appearance of a conflict of interest, Consultant shall immediately notify City
of these facts in writing.
(b) In performing the work or services to be provided hereunder, Consultant
shall not employ or retain the services of any person while such person
either is employed by City or is a member of any City council, commission,
board, committee, or similar City body. This requirement may be waived in
writing by the City Manager, if no actual or potential conflict is involved.
(c) 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.
(d) Neither Consultant, nor any of Consultant's subcontractors performing any
services on this Project, shall bid for, assist anyone in the preparation of a
bid for, or perform any services pursuant to, any other contract in connection
with this Project unless fully disclosed to and approved by the City Manager,
in advance and in writing. Consultant and any of its subcontractors shall
have no interest, direct or indirect, in any other contract with a third party in
connection with this Project unless such interest is in accordance with all
applicable law and fully disclosed to and approved by the City Manager, in
advance and in writing. Notwithstanding any approval given by the City
Manager under this provision, Consultant shall remain responsible for
complying with Section 9(b), above.
(e) If Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(f) This Section 9 shall survive expiration or termination of this Agreement.
11. Recycling Program. In the event Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Consultant at its sole cost and expense
shall:
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(a) Immediately establish and maintain a viable and ongoing recycling program,
approved by City's Solid Waste Management Division, for each office and
facility. Literature describing City recycling programs is available from City's
Solid Waste Management Division and by calling City of Fresno Recycling
Hotline at (559) 621-1111.
(b) Immediately contact City's Solid Waste Management Division at (559)
621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
12. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided
for, shall be effective only if signed by the Administrator or designee.
(b) Records of Consultant's expenses pertaining to the Project shall be kept on
a generally recognized accounting basis and shall be available to City or its
authorized representatives upon request during regular business hours
throughout the life of this Agreement and for a period of three years after
final payment or, if longer, for any period required by law. In addition, all
books, documents, papers, and records of Consultant pertaining to the
Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit or other action is commenced before the
expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time
period whichever shall later occur. If Consultant should subcontract all or
any portion of the services to be performed under this Agreement,
Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Consultant shall have provided
evidence to City that Consultant is licensed to perform the services called
for by this Agreement (or that no license is required). If Consultant should
subcontract all or any portion of the work or services to be performed under
this Agreement, Consultant shall require each subcontractor to provide
evidence to City that subcontractor is licensed to perform the services called
for by this Agreement (or that no license is required) before beginning work.
13. Nondiscrimination. To the extent required by controlling federal, state and local
law, Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, Consultant agrees as follows:
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(a) Consultant will comply with all applicable laws and regulations providing that
no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled
veteran or veteran of the Vietnam era be excluded 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.
Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. Consultant shall ensure that applicants are
employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Consultant agrees to post
in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(b) Consultant will, in all solicitations or advertisements for employees placed
by or on behalf of Consultant in pursuit hereof, state that all qualified
applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(c) Consultant will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(d) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, Consultant is acting
solely as an independent contractor. Neither Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venture, partner or associate of City for any purpose. City shall have
no right to control or supervise or direct the manner or method by which
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Consultant shall perform its work and functions. However, City shall retain
the right to administer this Agreement so as to verify that Consultant is
performing its obligations in accordance with the terms and conditions
thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Consultant and City. Consultant shall have no authority to bind City absent
City's express written consent. Except to the extent otherwise provided in
this Agreement, Consultant shall bear its own costs and expenses in pursuit
thereof.
(c) Because of its status as an independent contractor, Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. Consultant
shall be solely liable and responsible for all payroll and tax withholding and
for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare and retirement benefits. In
addition, together with its other obligations under this Agreement,
Consultant shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and payment;
and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of City whether
arising by reason of any common law, de facto, leased, or co -employee
rights or other theory. It is acknowledged that during the term of this
Agreement, Consultant may be providing services to others unrelated to
City or to this Agreement.
15, 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.
16. 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.
17. Assignment.
(a) This Agreement is personal to Consultant and there shall be no assignment
by Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted
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assignment by Consultant, its successors or assigns, shall be null and void
unless approved in writing by the City Manager or designee.
(b) Consultant hereby agrees not to assign the payment of any monies due
Consultant from City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). City retains the right to pay any
and all monies due Consultant directly to Consultant.
18. Compliance With Law. In providing the services required under this Agreement,
Consultant shall at all times comply with all applicable laws of the United States,
the State of California and City, and with all applicable regulations promulgated by
federal, state, regional, or local administrative and regulatory agencies, now in
force and as they may be enacted, issued, or amended during the term of this
Agreement.
19. 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.
20, 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
26. 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
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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.
27. 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.
28. 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.
29. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Consultant.
30. 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
FQ.CVSk9"o by.
B 8/8/2023
y: � arrmrnar�s-
Georgeanne White,
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
DOC Signccl by:
By:L7_,Ttoret
� h� 8/7/2023
C Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By: �17ocuSi9�eu by:
�ilna r1a 8/10/2023
dcaias�oowEa
Deputy
Addresses:
City:
CITY OF FRESNO
GENERAL SERVICES DEPARTMENT
Attention: PURCHASING,
2101 G STREET BLDG. A
FRESNO, CA 93706
Phone: (559) 621-1107
E-mail: PURCHASING@FRESNO.GOV
BLANKINSHIP & ASSOCIATES,
INC
By: N�Wb
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IK
Name: CLh i
Title: JmlzkA
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By: -A
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Name:
Title:
(If corporation or Lw:, CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number: 41"_ 64 A72—
Name: G _W•
Date of Issuance:
Consultant:
BLANKINSHIP & ASSOCIATES
Attention: MICHAEL BLANKINSHIP,
PRESIDENT
1615 5T" ST SUITE A
DAVIS CA 95616
Phone: (530)757-0941
Email: MIKE@H2OSCI.COM
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 BLANKINSHIP & ASSOCIATES (Consultant)
INTEGRATED PYRETHROID MANAGEMENT PLAN
To accomplish the objective stated above, we propose the following tasks for this project:
TASK 1: Review of Existing City IPM Documents and Basin Plan Amendment
We will review the existing City IPM and pyrethroid management documents, such as the
Fresno -Clovis Stormwater Quality Management Program Pyrethroid Management Plan, draft
IPM Policy, and Basin Plan Amendment to obtain information on relevant IPM and pyrethroid
management requirements. If deemed appropriate, the City draft IPM Policy may be slightly
modified to support the draft IPM Plan.
TASK 2: Presentation to City Staff
We will prepare a presentation reviewing the Program's Pyrethroid Management Plan and IPM
Policy implementation status, benefits, next steps, and potential challenges. The presentation
may be provided virtually or in person depending on project budget.
TASK 3: Staff Interviews and Site Reconnaissance
We will spend up to one (1), 8-hour day performing an initial site reconnaissance and
conducting interviews with knowledgeable City staff who implement IPM. As needed,
additional interviews may be conducted by phone after the reconnaissance. Prior to the
reconnaissance, we request that City staff identify areas representative of typical IPM activity
that we may visit with them and provide any relevant requested site documents.
We will use the interviews to learn about the City's pest management goals, staffs' roles and
responsibilities, site scouting frequency and methods, target pests, pest threshold levels,
treatment options, timing, product storage, application, and transportation protocols, staff
concerns with application methods or non -target effects, and application site information.
During the site reconnaissance, we intend to gain information on site types and features, pest
problems, and pest control equipment used, and pesticide use history.
TASK 4: Conference Calls with City Staff
As allowed for by budget, we will participate in either ad hoc or regularly scheduled conference
calls to update the City on project progress and request additional information, as needed.
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TASK 5: Preparation of Draft IPM Plan
Based on the findings of Tasks 1 through 3, we will prepare a draft IPM Plan for the City review.
To the extent practicable, the City's Basin Plan Amendment requirements will be integrated
into the Plan. The draft Plan will serve as the Department IPM Plan as required by the
Program's draft IPM Policy and include the following elements:
• Identification of staff positions responsible for and participating in pest management
activities.
• A copy of the final IPM Policy.
• Description of pest monitoring and identification strategy.
Description of site -specific pest prevention measures.
• Determination of pest -specific trigger levels for treatment.
• Selection of the least toxic pest control measures.
• Establishment of a recordkeeping system.
• Establishment of guidelines to be implemented when pesticides, such as pyrethroids,
are used.
The Draft IPM Plan will include proposed procedures for preventative measures to support the
City's IPM Policy and will aim to support implementation of the City's IPM approach, including:
■ Education and training of City staff on the IPM program, practices, and policy.
• Requiring City staff and pesticide application contractors to implement the IPM Policy
on all City facilities, landscaped areas, and rights -of -way and to maintain records on
and report the types and amounts of pesticides used, as well as IPM methods
considered and used to prevent and control pests.
• Identification, evaluation, and minimization or elimination of conditions that encourage
pest problems.
• Reduction to the maximum extent practicable the use of pesticides, such as pyrethroids.
• Consideration of taking a "no -action" approach in addressing certain pest control issues.
• Review and consideration of available non -chemical options before using a chemical
pesticide.
• Identification of pests and the least toxic methods to control pests.
• Conducting careful and efficient inspection, monitoring, and assessment of pest
problems by designated personnel or contractor knowledgeable of IPM methods.
• Maintenance of records on IPM methods considered and used to prevent and control
pests.
• Compliance with all applicable local, State of California (State), and federal regulations,
including pesticide use and reporting.
• Conducting decision -making based on the best available science and data.
TASK 6: Preparation of Final IPM Plan
Taking City comments into consideration, we will prepare a final IPM Plan,
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and BLANKINSHIP & ASSOCIATES (Consultant)
INTEGRATED PYRETHROID MANAGEMENT PLAN
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
City, its officers, officials, employees, agents, and volunteers are to be listed
as additional insureds.
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. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability
of not less than those set forth below. However, insurance limits available to City, its
officers, officials, employees, agents, and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
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(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.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event Consultant purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford
no less coverage than the primary insurance policy(ies). In addition, such Umbrella or
Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for
the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Consultant shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager
or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects City, its officers, officials, employees, agents,
and volunteers; or
(ii) Consultant shall provide a financial guarantee, satisfactory to City's
Risk Manager or designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
At no time shall City be responsible for the payment of any
deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General LiabilitV and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. Consultant shall establish additional insured
status for the City and for all ongoing and completed operations by use of
ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or
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by an executed manuscript insurance company endorsement providing
additional insured status as broad as that contained in ISO Form
CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers.
Any available insurance proceeds in excess of the specified minimum limits
and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, Consultant's insurance coverage
shall be primary insurance with respect to the City, its officers, officials,
employees, agents, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, agents, and
volunteers shall be excess of Consultant's insurance and shall not
contribute with it. Consultant shall establish primary and non-contributory
status by using ISO Form CG 20 01 04 13 or by an executed manuscript
insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Cam ensation insurance policy is to contain, or be endorsed to contain, the
following provision: Consultant and its insurer shall waive any right of subrogation against
City, its officers, officials, employees, agents, and volunteers.
If the Professional 6Errors and OmissionsPolicy is written on a claims -made form:
The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by Consultant.
1. 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.
2. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by Consultant, Consultant
must purchase "extended reporting" coverage for a minimum of five years
completion of the Agreement work or termination of the Agreement,
whichever occurs first.
3. A copy of the claims reporting requirements must be submitted to City for
review.
4. 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 City. Consultant is also responsible for providing written notice to the City under the
same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of
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cancellation, non -renewal, or reduction in coverage or in limits, Consultant shall furnish
City with a new certificate and applicable endorsements for such policy(ies). In the event
any policy is due to expire during the work to be performed for City, Consultant shall
provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not less than fifteen calendar days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
VERIFICATION OF COVERAGE
Consultant shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, Consultant shall immediately furnish City with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
INTEGRATED PYRETHROID
MANAGEMENT PLAN
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its
❑
EV
agents?
2
Do you represent any firm, organization, or person who is in
El[
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
❑I
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
❑
Ep'
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:
❑ Additional page(s) attached.
Signature
Date
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Name
Company
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Address
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City, State Zip
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