HomeMy WebLinkAboutHazardous Materials Institute - Consultant Services - 05.31.23UUUU01Y11 CIIVCIUF tC IL). JlJC.7G/'iGr-CVV4-4rl.rV-OMI��-y:JMJJCOJ4U C/'1
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
This Agreement (Agreement) is made and entered into effective
5/31/23 , by and between the CITY OF FRESNO, a California
municipal corporation (City), and HAZARDOUS MATERIALS INSTITUTE, a Limited
Liability Corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting services for
Confined Space Entry Program and Training for Wastewater Management Division
Facilities (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Consultant for Confined Space Entry Programs and hereby represents that it desires to
and is professionally and legally capable of performing the services called for by this
Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 619;
and.
WHEREAS, this Agreement will be administered for the City by its Director of
Public Utilities (Director) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. 1-erm of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above and shall continue in full force and effect
through the earlier of complete rendition of the services hereunder or December 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 City's issuance of a
written "Notice to Proceed." Work shall be undertaken and completed in a sequence
assuring expeditious completion, but in any event, all such services shall be completed
within 575 consecutive calendar days from such authorization to proceed.
3. Compensation.
(a) Consultant's sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall be a total fee not to
exceed Ninety Six Thousand Five Hundred Seventy Five Dollars ($96,575), paid on a
time and materials basis in accordance with the schedule of fees contained in Exhibit A,
and a contingency amount not to exceed Twenty Five Thousand Dollars ($25,000) for
any additional work rendered pursuant to Subsection (c) below and authorized in writing
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by the Director.
(b) Detailed statements shall be rendered monthly and will be payable
in the normal course of City business. The City shall not be obligated to reimburse any
expense for which it has not received a detailed invoice with applicable copies of
representative and identifiable receipts or records substantiating such expense.
!�) 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
chance 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 additioriai compensation if services are performed prior to a signed written
amendment.
4. -f ermination Remedies and Force Maieure.
(a) 'T-iis Agreement shall terminate without any liability of the City to the
Consultant u!)c; ; the Earlier of: (i) the Consultant's filing for protection under the federal
bari�ruptcy laws; or any bankruptcy petition or petition for receiver commenced by a third
party against 6e 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 obliga-.Ions hereunder during any City fiscai year of this Agreement, or insufficient
funding for the !=rojec'�; or (iv) expiration of this Agreement.
Immediately upon any termination or expiration of this Agreement,
the Consu!tari shall (i) immediately stop aii work hereunder; (ii) immediately cause any
an,' al! of its sui,1con'.-reactors to cease work; and (iii) return to the City any and all unearned
pay:-ien'_s ar:-1eroPerties 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
cornwrsation r s& vices satisfactorily performed prior to the effective date of
ierrr,inacor�. - ^u Consultant shaii not be paid for any work or services performed or costs
incurred whici-i r::as;,,-_a ly could have beer; avoided.
(c) !r: the event of termination due to failure of the Consultant to
sa-isfactorily ,ce,rform in accordance with the terms of this Agreement, the City may
vvithhold an is .at would otherwise r,a payable as an offset to, but not in excess of,
the City's da.:_.�ns caused by such failure. In no event shall any payment by the City
pursuant to tl pis .' ,greement constitute a waiver by the City of any breach of this Agreement
which may to er; exist on the part of the Consultant, nor shall such payment impair or
preju,ciice any :-erledy available to the City with respect to the breach.
'd) !..;'oon any breach of this Agreement by the Consultant, the City may
(i) exercise cry right, remedy (in contract, law or equity), or privilege which may be
available to i` I_!)dsr applicable laws of the State of California or any other applicable law;
(ii) proceed by atppropriate 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 Agreer, lent. If it is determined that the City improperly terminated this
Agi Ecir)en-t fur d fau;t, such termination shall be deemed a termination for convenience.
!e) The Consultant sha!I provide the City with adequate written
asE:<rances of future performance, upon Director's request, in the event the Consultant
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fails to comply with any terms or conditions of this Agreement.
(") 7-he Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and without its
fauit or negligence such as, acts of God or the public enemy, acts of the City in its
ccl-i_ractua! cap c!ty, ;fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Consultant shall notify Director in
writii fig as soci-: as it is reasonably possibie after the commencement of any excusable
de;: -Ay, setting forth Li -fie full particulars in connection therewith, and shall remedy such
occurrence wi,;, aii reasonable dispatch, and shail promptly give written notice to Director
of tr:_- cessati,)r: such occurrence.
5. Co:,ifide-tial Information, Ow-,ersl-ig of Documents and Copyright License.
(a AI,y r epor ts, informaidior, or other data prepared or assembled by the
Cor SWLta,�t p + sr,; .nt tc this Agreement shall not be made available to any individual or
orgaciizaU;on kr i ie C3nsultant witi lout the prior written approval of the City. During the
term of this Asir esmert, send thereafter, the Consultant shall not, without the prior written
consent of 'h.e City; disclose to anyone any Confidential Information. The term
Coifiden ial ;n'`.rmati,:)r+ for the purposes of this Agreement shall include all proprietary
a rid c or iicier :Gi ri'formation of the City, including but not limited to business plans,
rria: s L1, 19 pi__;,s, firiancial information, designs, drawings, specifications, materials,
compila-Lions, _:;ar;'i�nts, ir:strurrients, models, source or object codes and other
information Os'-_;D6ed or submitte7, ocally, in writing, or by any other medium or media.
All E ; aorrr a.tion shall be and remain confidential and proprietary in the City.
and a!i original s!,etches, pencil tracings of working drawings,
p arc. ccrt,pLa:::ns, ;a cifications; comb acr disk files, writings and other documents
,;ref rW=d or : ir?c ' y the Ccnsul ar` pursuant to this Agreement are the property of
o{ 1,pparation ar;d cirai! be turned over to the City upon expiration or
terrninUt on of Agreement or default by the Consultant. The Consultant grants the
City a copyri -,i ,;. ?icer,;,e to use sucl-+ drawings and writings. The Consultant shall not
p :rrr;it CI-1a r; ; ✓L 10LiOii or use thereof by ar+y other person except as otherwise expressly
pro de i^ierl� .. he +�ity may modify tl �e design including any drawings or writings. Any
use 'Jy fie C;i_y t-le a;':Oresa,d skeToiies, -Evacings, plans, computations, specifications,
computei dis % - iias, writings and other documents in completed form as to other projects
or e)denstons o '.his Project, or in uncompiezed form, without specific written verification
by �; �nsri'.a.:t wi'i be at the City's sole :-isk and without liability or legal exposure to
..he C-onsultar00L. -�'he Consultant may keep a copy of all drawings and specifications for
its sUe and Ex,c ;swe use.
c = if the Consultant should subcontract all or any portion of the services
this Agreement, the Consultant shall cause each subcontractor to
a,!sc ccmply ith -:he r3quirements of this Section 5.
Isis Section 5 shall survive expiration or termination of this
Agreement.
u. arc essional Skill. It is further mutually understood and agreed by and
JaLv,ice r: t_1e , a;Tie�S i,aretothat inasmuch: as the Consultant represents to the City that
th;e Corsu!ta -i� :� its subcontractors, if any, are skilled in the profession and shall
DPU-S Eng. CSA, Shori Form T&M - Contingency (01-2023)
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perform in ac-co; dance 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 arc: 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 ;i -tr,e Ce:?sultant or any subcontractors from said professional standards.
'r;csrnr:ification. To the furthest extent allowed by law including California
Civ'l :'ode se`ticn 2782.8, the Corsultant shall indemnify, hold harmless and defend the
City and eac',-; of its officers, officials, employees, agents, and volunteers from any and all
loss, !iah°Jit"; `i;n � ;;alties, forfeitures, costs and damages (whether in contract, tort or
str icI ilabiiiiy, :.: d!i g but not limited to personal injury, death at any time and property
dariage f, ari--. r r r. Li ",V ;d all claims, dernands and actions in law or equity (including
reasonable G1_r,-iey's Fees, litigation expenses, and costs to enforce this agreement) that
arise out ��, pert:Z-;�in "to, cr relate -io the negiigence, recklessness or willful misconduct of
t,aJ�JI:LC{.IL, !tS prir;cipals, officers, employees, agents, or volunteers in the
penrorri-,anca o agreement.
should subccrtr ct a!! or any portion of the services to be
per.�r,�liec' _ — -phis ;A,-reement, the Cc:-,sultart shall require each subcontractor to OF
r,c `.. r.^:ic-.ss and defers_, tine Cite and each of its officers, officials, employees,
aC :>,s, z:;a v_ : ::e.:rs ; accordance with -the terms of the preceding paragraph.
-Cris s- s'a'.L s�rrive ter;-nir:at'c, or expiration of this Agreement.
7'Iroughout the Life of this Agreement, the Consultant shall pay for
arse : rairtair: !' force and effect all insurance as required in Exhibit B, which is
inccr-c:-a _eci a, is ai' cr this ,��Agr a a r:ent, will f an insurance company(ies) either
Insurance Commissioner to do business in the State of
CE: f� w,. r:c 'ess than "n=01F' in the 8est's Insurance Rating Guide, or (ii) as
rn�a, El L ::z;:c ir: i,iii,ig y the City's isk i�iaridger or designee at any time and in
i'Ls so "ha required policies of i.r�surance as stated in Exhibit B shall maintain
fit pia o lia'0i :., Gr 510L less than those amounts stated therein. However, the insurance
lire, s G.c;iia� : : amity, its oificei�s, officials, employees, agents, and volunteers as
aCiQi ior;a ir;s ,w�, s!:all be the greater or tie minimum limits specified therein or the full
iirrk o-i al-!y proceeds to -the earned insured.
!f at any time du-inc the life of the Agreement or any extension, the
suhcorrtractors/sub-corstaltants fail to maintain any required
`:)ice a�Id effect, all services and work under this Agreement shall be
disccr:i".U. u : e:diately, and all payments due cr that become due to the Consultant
snail be, vjith'-je�d until notice is received by the City that the required insurance has been
restored to fu'I iorce and effect and that the premiums therefore have been paid for a
p;;ric;d sat si-":;-.ctcr y to the City. Any failure to maintain the required insurance shall be
su- il:Oien' cai � :: r �tr le City to terminate this Agreement. No action taken by the City
pursuant to ti is section snail in any way relieve the Consultant of its responsibilities under
this Agreerne;-A. Tie phrase "fail to maintain any required insurance" shall include,
withau-� lirnitalior:, notification received by the City that an insurer has commenced
p ,cC,eec-Ai ;s, i had Proceedings commenced against it, indicating that the insurer is
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insclvent.
lc� The fact that insurance is obtained by the Consultant shall not be
deemed to r&ease or diminish the liability of the Consultant, including, without limitation,
liability under -thy, indemnity provisions of this Agreement. The duty to indemnify the City
sh i' apply to, all claims and liability regardless of whether any insurance policies are
appiicabe. The policy limits do not act as a limitation upon the amount of indemnification
to be orovidea ljy the Consul-tan-t. Approval or purchase of any insurance contracts or
policies snail `f-, .-,o vvay relieve frorn liability nor limit the liability of the Consultant, its
principals, officers, agents, employees, persons under the supervision of the Consultant,
ver�di,s, sub rc:ic— s. invitees, consultants, sub -consultants, subcontractors, or anyone
e,`rlployeci dirs-,Cd_, or il-�directly by any of then-i.
if -t ae Ccnsultant shcui d subcontract all or any portion of the services
to "%` -d nc' r `:his Ag;eernent, the Consultant shall require each
to provlue ihsrlrance protection, as an additional insured, to
th:r a-ri -ch o" its cfficers, o ficia!s, employees, agents, and volunteers in
acc .rd; ce vfii . the terms of this section, except that any required certificates and
ao /l' �ieisc:crsen I r is si-,aii ice on fil Y✓ith ii
3- le Consultant and the City prior to the
: vGbo
of .any services Icy is ie subcontractor. The Consultant and any
su, co: cC� 'o'U. 7-cc s�'iarn, shali esiablisri additional insured status for the City, its
o -:c6l"S, 017ic c•, Er;a� oyees, agents, and volunteers by using insurance Service Office
OS",--') :=or;;, C.: 20 'i 11 85 or both CG 230 10 04 '13 and CG 20 37 04 13 or by an
rt cot- tPariy endorsernent providing additional insured status as broad
c!j .' 'i C .-la_. " li`.'_ C Forrn C' 20 10 "I.1 Off.
1. es_ at- . No o! cita'•:IO,'1.
to the City's executior cf this Agreement, the Consultant shall
col,.tllct of intar es disclosure statement in the form as set forth
cerrrl of this Agr Bement, the Consultant shall have the obligation
r:ctify the City i� Nn/:'i.;;,g cf any change to the information provided
by :_'_;c s! Icr � statement.
0e �—;orsu!iart sha?'. cor `:j,, and reCL!irc- its subcontractors to
crofessir-ma! �^ncrs ar.d requirements governing avoidance
o` c^-Picts; and (ii) T^deral, state ar:d local conflict of interest laws
without iimitation, California Government Code Section 1090
et. sea., the a. Political Reform �,c, (California Government Code Section 87100
c'. .`ie _ ;;c,lil :,s o-1 i ie Fair � loii ica; Pi actices Commission concerning disclosure
a�i Orrlla cou-e ;,i 3� ;�ulatio!"iS Section '18700 et. Seq.) and Section
it i ipai Code (iraalig' ii7y tc Con pete). At any time, upon written
re :rev! ci ii`E �iLy, L'0 Cons;.al'ta,ii shali provide a written opinion of its legal counsel and
ii�at c' aIy S,'iD om° actor that, after a due diligent inquiry, the Consultant and the
res:..1lis? s��+_��.;-":r�.c�or(s) are in f�.�i! cornpiiance with all laws and regulations. The
sr, .!: laKe; acid require its subcontractors to take, reasonable steps to avoid
any a corifiici of interest. Upon discovery of any facts giving rise to the
appear ar lce ,ci&z con iict of interest, the Consultant shall immediately notify the City of
these
n performing the work or services to be provided hereunder, the
DPU-S En-g- CSA, Snui- =on-n + t>:M - Contingency (01-2023)
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Consultant shall :not employ or retain the services of any person while such person either
is ei,:npioyed -0y the City or is a member of any City council, commission, board,
com._nittee, cr similar City body. This requirement may be waived in writing by the City
Mar;acer. if r:o actual or potential conflict is involved.
_1 no Consultant represents and warrants that it has not paid or
agr<cr o pay a:-,y co. ipansation, contingent or otherwise, direct or indirect, to solicit or
prc^,_'ram or any rights/benefits hereunder.
Nla�it`ner the Consultant, nor any of the Consultant's subcontractors
performing, ai,1 , .services on this Protect, steal! bid for, assist anyone in the preparation of
a Yor. or r: .,irk, r�,ky, services pursuart to; anv other contract in connection with this
Pr^i�Ct The ^rsI_I Ta:nt and any of its sup contractors shall have no interest, direct or
indirect, in any o ,; ,er contract with a third party in connection with this Project unless such
inter es is in olr al;ce with all applicable law and fully disclosed to and approved by
., i
lric i � dvance and Iri Vvl`ting.
r!-c Ccnsultan she: +1 ' su"contract all or any portion of the work to
bo ^eriorrme ' ci- c. rv;cec to be provider under this Agreement, the Consultant shall
tire cf this Section 9 ir, aac' , su:lc.cntract and require its subcontractors
J,I -his Section 9 snal' survive expiration or termination of this
i J.. _Pcog :awn. Ir the averlt the Consultant maintains an office or
i), -3 1" _...::_y lest, of is requirea nervin to maintain or operate same, within the
it ccrp era ed i +;_s c7 Cl_ Ci::�! of 1-=resno. tt e I or•saltant at its sole cost and expense shall:
-` !--iri,31diately estabi sh and maintain a viable and ongoing recycling
E Solid ,,Alas e Management Division, for each office and
- er_ i thing the ity recyc..rig programs is available from the City's Solid
i iscr a:ncl hv callin <<ne Cifii of Fresno Recycling Hotline at (559)
^dietely ccntac' City'- Solid Waste Management Division at
;_;rilu - frcif waste ar:d cooperate with such Division in their
Co n ,:c' C.f th^ _ ,1if }:., ^^ch office and facility
c'I _000erate with and demonstrate to the satisfaction of the City's Solid
W2si_e. Vlanac e�_,,` ni„«ior the establ;shore,it o` the recycling program in paragraph (a)
tri i In'=er1?rre thereo. .
�,'C.pt as o'i-r�wisa arovide-' cy law, all notices expressly required
o; _.. = bN _ ;iys ."..;: e� ,e>._, urlc of cti-Ie wise specifically provided for,
esfe_- r Jil i �y -',-e �i;3ctor or die signee.
rc` of tine Co.nsu3--aint's expenses pertaining to the Project shall
be pt can a .�ra'i -r coc!-;Zec+ ,.cc��ur���: �r� !J iris and shall be available to the City or
i'a upon regt;esf Juring regular business hours throughout the
s r., "= ne,n and for a period of Three years after final payment or, if longer, for
and; 1Deriod reo;_ !Fed b„ law. In addition, all books, documents, papers, and records of the
DPU-S =ng_ CSA. S',-:-: o r, -c fin - Contingency (01-2023)
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Consultant p&,a.;ii' ;ng `lo the Project shall be available for the purpose of making audits,
exa.-nina:Jbns, excsrpt's, 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
resclveC4, or U -i`L_il -the snd of said time period whichever shall later occur. If the Consultant
shruc' sv!bc��r����aci G ! or any portion or" the services to be performed under this
i�graerr�a��t, _Ie Consultant shall cause each subcontractor to also comply with the
require!r,c nis yr ills oat agraprr. This Section -1 'I (b) shall survive expiration or termination
C "LFHS AursE'
c Prior to execution of this agreement by the City, the Consultant shall
+o the City that the Consultant is licensed to perform the services
-,y, t i ..A.grr,ement (or that no 'icense is required). If the Consultant should
onion ci the work or services to be performed under this
Agr c =n, cnsuitant sinall require each subcontractor to provide evidence to the
Git,,IcaC'Lcr is licensed io perforn"r the services called for by this Agreement
(c, t; I t ;;c lie:: se is re uireo) before oeginning work.
To +he extent reauOred by controlling federal; state and
sl a . net emh cv discriminator' rac ices in the provision of
I�^ h ll I y p t'
cnnel, or ?n espect on the basis of race, religious
Cs"'g�r ance,r: , ,h ysi a! disability, mental disability, medical
is, se ,age, sa-Lia' orientation, ethnicity, status as a disabled
'i ietnani era. Subject io the foregoing and during the
Na;,. alai-1 - u: _.,is the Ccr!su:�
,L L agrees as follows:
c�sultant v1,!l1! co:ripk ,,vith all applicable laws and regulations
r: ,, shall, on t.r!e re!-nds of race, religious creed, color, national
di,�,bilib . ,Warta! disa;;iity, nnedica! condition, marital status,
'7 r r ethn U'Lv, s+a'_ ,s a:s a disabled veteran or veteran of the
Tron-f participa'c;c-( in, be denied the benefits of, or be subject to
program or ac ;viIty Im:ade possible by or resulting from this
Consultant wi!! not d'scrimir ats against any employee or
--a!;g!'c,Js creed, color, national origin, ancestry,
_..! :'inability, -e� __�': ccrdil;on, maritai status sex age sexual
+�a a as a disGl3lsc" vetera ; or veteran of the Vietnam era. The
Cc: _ i ,at applicants airs employed, and the employees are treated
"L i'egard to Lhe:r : ace;, rsligious creed, color, national origin,
,-riental cli ti;lity, niedicai condition, marital status, sex, age,
ily, status as a disabled veteran or veteran of the Vietnam era.
ao.oiy to the Consultants employment practices including, but not
be o' '.c. i ernploy.ment, upgrading, demotion or transfer; recruitment or
+ayn or termi-c(ivr!; rates of pay or other forms of compensation;
including z, ticesl ip. -r he Consultant agrees to post in
e to crri���,o��rEes a�,�s applicants for employment, notices
J` tf;is none': scric,,natio , C:3L!se.
s, liciiatic^s or advertisements for
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errs; oyees pia:cs: c by or on behalf of the Consultant in pursuit hereof, state that all
qua.!, t c� applicants vljill receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical corlcitibn, marital status, sex, age, sexual orientation, ethnicity, status as a
disasl_-C° veteraror veteran of the Vietnam era.
jI pie Consultant M9 send to each labor union or representative of
v,or!::e: c VVit" IwniCh it has a collective bargaining agreement or other contract or
rI^^ �rsta d r r. nc}ice advising such labor unicn or workers' representatives of the
under this section and shall post copies of the notice in
a:vaiiable to employees and applicants for employment.
(, if the Consultant should subcontract all or any portion of the services
tc r,- this Agreement., the Consultant shall cause each subcontractor to
Ion nrn r.'. 1' re I i �r
,�=:: .��i rernents � this Section 12.
Contractor.
v, ti,c fi,rrlishii i Of l lb sai-vitas provided for herein, the Consultant
iC contt,ac_or. N-aither she Consultant, nor any of its
(,lcye s shl _li i e Jeerined an officer, agent, employee, joint
v� ,�a:; _ . cciGte of the City for any purpose. The City shall have no right
fc cal :roi or :� ci ✓i c or direct the manner or method by which the Consultant shall
pe i3r,Tk i_s w�,rr, 3i-id -unci.ions. However, -in-- City shall retain the right to administer this
,agree s . co -V a rify ihai the Consuii:ani. is performing its obligations in accordance
witi: -L, t�rn-,s cc,,bl:i:ions iriereof.
is Acr. emer f does not evidence a partnership or joint venture
e
-. ,_ i'=: r �-�d ' e C`t� , ; he �'�,nisultant shall have no authority to bind the
r
cony ent. Exce to the e>:.ent otherwise provided
i1ant sl,rsii bear ins owns costs and expenses in pursuit thereof.
of its states as an independent contractor, the Consultant
ar, ! ernp'o�,iees have absolutely no right to employment
_ ��ce.
-., ..__ �...-..�';e :�:, City em nlcy:✓s. 7h2 Consultant shall be solely liable and
a:1 , fax for providing tc, or on behalf of, its
e; -,:. s zS
benefits including, without limitation, health, welfare and
GdJi:LlLi-i, tol e,46,ar Veit;, its uc ;a; obligations under this Agreement,
defend a)d save the City harmless
�c srriplo,% r�erli ;i"lu L A wi'ti�hoidir,g for ar�ra payment of the
.:,,,'�;iD\1'_.
, :nciadiriq, wil.hiou-i lirriitadon, (i) compliance with Social Security
�i,
a,-,c i i I ;;;o J,
r:t ance with; voiding, payment of workers' compensation benefits,
asp+:' a,ii c,� -,� r-�s
an,� �egufations Gove� nir�g matters of employee withholding, taxes and
alai° oil ,igni or :merest in ii�e City employment benefits,
N:-,
c..-. ._ fUrICS offerer employees of the City whether arising by
.. -..- __
._,r�ci'_.
1 savv, de facto, leases?, or co -employee rights or other theory. It is
term M ent, tie Consultant may be providing
s- .. r
- ..__-&,d Ec. the vicy r reernent.
re y ,r lent.>nc eel to l;e given to either party under
'
-r I - -rl !+ { ee 7 shu,i fib .,,_ ���� �wi.,,�+c� a � steal bed m:,d to be duly given if
L/UI:UJIYI I CI IVUiUyJ !--—�-— —I .�V—JHI..IJ—�:JHJ:JCOJ'iV CH
deli ,fc-re:= lei= -.Tv, transmitted by facsimile followed by telephone confirmation of
receipt, or se' 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
par_ies may or. time to time designate by written notice. Notices served by United
St;�es ±`sit is r.�:-ner above described shall be deemed sufficiently served or given
aL a ur ne of ie nnai;ing. thereof.
Plindinq. Subject to Section 16, below, once this Agreement is signed by all
shE 'a;ding upon, and shall inure to the benefit of, all parties, and each
successors. assig,1s, transferees, agents, servants, employees,
,is .Agreement is parsa na� tc the Consultant and there shall be no
�-LIItarlt o,` its i its obl ga,L;ons under this Agreement without the
t e City Manager or designee. Any attempted assignment by the
Cor;vul : ±t, i :. s: ccessors or assigns, shall be null and void unless approved in writing
by C:y or designee.
!- r., ;, tc e payment of an
_. �y ICI. not assign the paym I y
rt ¢.cm t^e City under the terms of this Agreement to any other
or entity (ies). The City retains the right to pay any and all
directly to the Consultant.
La\v. Ir rJrovir'-rig the services required under this
a.t ail times comp!y w;th all applicable laws of the United
alifernia arr+ the City, and with all applicable regulations
r„p^ ;;` _,L r = .. = state, re-.
oria o, lccal 2dministrative and regulatory agencies,
now i, J-c!rcc- as Ciey may be enacted, issued, or amended during the term of this
i-:e Vjaiver b i either party of a preach by the other of any provision
�r ram; �=• ^e_ - _ �ct constitute continuing waiver or a waiver of any subsequent
cr a diffemn¢ provision of this Agreement. No provisions of this
ip%d iess vviT`ng anu signed by all parties to this Agreement.
a a herein shai! not be deemed to be a waiver of any other
a�n ard-`-,�en�e. Thjc ^-Nfeement shall. be governed by, and
_ r ,Y, . Jr �, ---�ni tl T,e + :r c to t California excluding
Cc a ,_ d .i ce ..I n. a of the
"ta c� excluding,
�! '✓,.i.:c': j., ,O. apply the!a,N of anotherj..irisdic.ion. Venue
f^� .:�'i�c of ai-�y actor, recgu:•diMg tl;e enforcement or interpretation of this
d du;res here�II-aeE- s'-,all be Fresno County, California.
n sec�JQP head;ngs in his Agreement are for convenience and
�'E ant r e cC'r?s r.�e�? or hp':d in arn� way to explain, modify or add to
-T-,7 ~!s^? g of the pmvisic cf this Agreement.
_,LY. —171— p-jv:sicr-Is ci L;pis :agreement are severable. The
ii,v .� � i; U c;[�!ii:r;' of c: ci!t �,rc��is�o in 'his. Agreement shall not affect the
c -
UUIiu'Dly.11 CIlvt IluJC
__:__ore, Lion. The parties acknowledge that this Agreement in its final form
is ti:a reSuIt c, corinbined efforts of the parties and that, should any provision of this
f end to be ambiguous in any way, such ambiguity shall not be resolved
by --: is I= g eement in favor of or against either party, but rather by construing
the ' s in E.ccc-dance with their generally accepted meaning.
n . _,_s " ees. ,f either party is required to commence any proceeding or
lea ' a:c3 on +:, sn5cs cc, or interpret any term, covenant or condition of this Agreement, the
preva;17 -:c --ar-ol in such proceeding or action shall be entitled to recover from the other
rya; y itc ; ea;,ie ai.1orney's fees and legal expenses.
;-arh. ex'-iib'r: and attachment referenced in this Agreement is, by
hie rerF, crrcrated into and made a part of this Agreement.
='r, eu:;;,c.� of �ocu!��ents. in the event of any conflict between the body
any exhibit or attachmenr_ 'hereto, the terms and conditions of the
bocv of lis A--ir_; :-, e t shall control and ta? e precedence over the terms and conditions
;Ihibit or attachment. Furthermore, any terms or conditions
cent in'Ge wit:, n ar ly aaxhibit or attachment hereto which purport to modify the allocation
of rise w wecr, :r;-,r ;ws, p -cvided F ,r within the body of this Agreement, shall be null
anc-, "vJ,CL
Rennedies. No remedy or election hereunder shall be deemed
e,, �� s;�:.�':, �,vl-e:ever possible, be curnu!ative with all other remedies at law or in
e•��
I -
"'r . _c_ '_irc.': i�arty Beneficiaries. The rights, interests, duties and obligations
det'1:ec iiihir ; `''. ;r en e��t ared s intendeor':re specific parties hereto as identified in
rRerr°ent. hia withstandin ;anything stated to the contrary in this
-o;--ended that any rights or interests in this Agreement benefit or flow
tc ._eresL f:�, ';; bird parties.
teach party achnoWedges that they have read and
- - �7 :..�;;,, �1; of i�:i ,`.gre rrert. This Agreement represents the entire
AlY:be':-rieen the parries with respect to the SUb ect matter hereof
.,rcF neg:)iiations, representations or agreements, either written or
oral. r: `. "-:- . +- . ��y be rnodlified only by 'written instrurnent duly authorized and
i o 'sans Ter, , designee, `s hereby authorized and directed to
,� reernent. The previous sentence is not intended to
gog to administer the Agreement, any delegation
-bided in Agr-eement.
rp&,- 'L I I`!fi e"i'o next ,,'0aC."e.7
CPU -gig. CS:', _ . F r;.'.: — Contingency (01-2023)
r�I i✓-
Liuwo RyII GIVCIVp!�. :J-Oh�I��-�:JMJOCOJfV
ii" 'LV; N'-SS 'VVIHEREOF, the parties have executed this Agreement at Fresno,
Cali'rorr ia; wievk : , a; i year first above written.
CITY OF FRESNIO.
corporation
5/ 31/2023
Drock D. Suche, PE, PLS,
D1: emor Ui Public Utilities
A T -11 --Q-:
TO'L-)D CIVIC,
Y: -- L'c'c�aigned hy:
Bv:!��:JI . r6Ur 5/31/2023
l-,;a iVi YoL,i
No -f :-ity Attorney required.
Sla: DPt;-S Eng.
CS'..� Contingency
has bee.^ used without
modi icaition, as certified by the
4 /?4/2023
Dlep
_;l rye? visirc; _ngn-.eering Technician
?f D P:_'.'' lic utilities
4/24/2023
s
Deb, =., _... _ = -.h? c Utilities
SLIc isirl I -I,�'i leering Technician
15 -2` _ram
i- rc' _. C
Dru-a E.,' . _5v.: ,gin Form T&M — Contingency (01-2023)
Hazardous Materials Institute,
a Limited Wg€ jjk,Corporation
�(kA,{ j �06& 4/24/2023
Name:Richard Harlan
Title: owner
(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:
Hazardous Materials Institute
Attention: Richard Harlan, CEO
799 Deerbrooke Traill
Auburn, CA 95603
Phone- (916) 203-9508
Facsimile"
E-mail
Rnarian@hazardousmaterialsinstitute.
Corn
-11-