HomeMy WebLinkAboutC-4439 - PSA for Finalization of Eelgrass Mitigation Policy'— AMENDMENT NO. TWO TO
PROFESSIONAL SERVICES AGREEMENT
V WITH WRA, INC. FOR
FINALIZATION OF EELGRASS MITIGATION POLICY
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
("Agreement") is made and entered into as of this 1st day of July, 2018 ("Effective Date"),
by and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and WRA, INC., a California corporation ("Consultant"), whose
address is 2169 East Francisco Boulevard, Suite G, San Rafael, California 94901, and is
made with reference to the following:
RECITALS
A. On October 21, 2014, City and Consultant entered into a Professional Services
Agreement ("Agreement") to engage Consultant to assist the City with the
finalization of the Eelgrass Protection and Mitigation Plan ("Project").
B. On December 31, 2015, City and Consultant entered into Amendment No. One to
the Agreement ("Amendment No. One") to reflect additional services not previously
included in the Agreement, to extend the term of the Agreement, and to increase
the total compensation.
C. City desires to enter into this Amendment No. Two to extend the term of the
Agreement to June 30, 2019, and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2019, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Fifty Three Thousand Four
Hundred Ninety One Dollars and 93/100 ($53,491.93), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. Two,
including all reimbursable items and subconsultant fees, in an amount not to exceed Six
Thousand Dollars and 00/100 ($6,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
WRA, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: \IUV— !�7" 701y
By:
Aaron C. rp O(Ji041W
City Attorne
ATTEST:
Date -.—
R.,
• p( j�
t 2 Mo
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California
punicipal co�,poration
Date: ('
By: 1
Da id ebb
Public Works Director
CONSULTANT: WRA, Inc., a California
corporation
Date:
Signed in Counterpart
Geoff A. Smick
President
Date:
Signed in Counterpart
By:
Sherry Maloney
Chief Financial Officer
[END OF SIGNATURES]
WRA, Inc. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: A49.f 5, 7_r� i Date:
By: By:
-AW Aaron C. H r OK& 6010"(Ir David A. Webb
City A ftc ornW Public Works Director
ATTEST: CONSULTANT: WRA, Inc., a California
Date: corporation
Date: 611,611P
By: — By
Leilani I. Brown Geoff A. Smick
City Clerk President
Date:
By: Xc
Sherry aloney
Chief �nancial icer
[END OF SIGNATURES]
WRA, Inc. Page 3
v
.J
AMENDMENT NO. ONE TO
V PROFESSIONAL SERVICES AGREEMENT
WITH WRA, INC. FOR
FINALIZATION OF EELGRASS MITIGATION POLICY
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 31st day of December,
2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and WRA, INC., a California corporation
("Consultant"), whose address is 2169 East Francisco Boulevard, Suite G, San Rafael,
California 94901, and is made with reference to the following:
RECITALS
A. On October 21, 2014, City and Consultant entered into a Professional Services
Agreement ("Agreement") to engage Consultant to assist the City with the
finalization of the Eelgrass Protection and Mitigation Plan ("Project").
B. City desires to enter into this Amendment No. One to reflect additional Services
not included in the Agreement, to extend the term of the Agreement to June 30,
2018, and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2018, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall
collectively be known as "Exhibit A." The City may elect to delete certain Services
within the Scope of Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference
("Services" or "Work"). Exhibit B to the Agreement and Exhibit B to this Amendment No.
One shall collectively be known as "Exhibit B."
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not-to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Forty Seven
Thousand Four Hundred Ninety One Dollars and 931100 ($47,491.93), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Twenty Thousand Dollars and 001100 ($20,000.00).
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
WRA, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTO N Y'S OFFICE
Date: 2
By:
Aaron C. Harp chM o0o(P(1cn
City Attorney
ATTEST:
Date:
c
By: (fV&4tk- ;- NVK--
Leilani I. Brown
Citv�l_erk
Attachments
CITY OF NEWPORT BEACH,
a California munipgal corporation
Date:—,,--- ?`�<. d
By:
David A. Webb
Public Works Director
CONSULTANT: WRA, Inc., a California
corporation
Date:
By: Signed in Counterpart
Thomas Fraser
President
Date:
By: Signed in Counterpart
Sherry Maloney
Chief Financial Officer
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
WRA, Inc. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITYAT�EY'S OFFICE
Date:
By:
_EW
Aaron C. Harp (VA 6\ Iou11Q
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
David A. Webb
Public Works Director
CONSULTANT:
c(
D
WRA, Inc., a California
President /
Date: 2 � l
By:�u,
Sherry Maloy
Chief Finan ial Officer
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
WRA, Inc. Page 3
EXHIBIT A
SCOPE OF SERVICES
WRA, Inc. Page A-1
a1wra
ENVIRONMENTAL CONSULTANTS
SCOPE OF WORK
Eelgrass Mitigation Policy for Newport Beach
Contract Amendment Vendor #6468
Prepared fora
City of Newport Beach
3300 Newport Blvd
Newport Beach, California 92663
December 18, 2015
PURPOSE
The purpose of this Scope of Work is to continue to assist the City of Newport Beach with the
implementation of the agency approved eelgrass management in Newport Harbor. Work to be
conducted between December 26, 2014 and December 31, 2017.
WORK PRODUCTS
The work product(s) from this Scope be technical documents to support the City's implementation
of the Newport Harbor Eelgrass Protection and Mitigation Plan for maintenance dredging
projects. Work will be directed by the Harbor Resources Department to support project
implementation and permit compliance.
SCOPE OF WORK
Task 1: Permit Compliance
WRA will prepare materials to assist the City in compliance with technical issues related to permit
conditions. These materials may include informational documents that will provide an
interpretation of eelgrass restoration methods, analysis of eelgrass population data, and provision
of guidance on reference monitoring locations. WRA will also assist with interpretation of the
biannual survey data in relation to long-term data to allow for setting of tier levels.
Task 2: Meetings and Technical Discussion with Agencies and City
WRA will attend conference calls and meetings with the City and agencies on the compliance with
conditions and will provide technical analysis at those meetings in order to assist the City with
meeting agency conditions.
ESTIMATED COST
Estimated cost for these services is $20,000.00 to be billed on time and materials in accordance
with the attached Rate Sheet.
EXHIBIT B
SCHEDULE OF BILLING RATES
WRA, Inc. Page B-1
ENVIRONMENTAL CONSULTANTS
GOVERNMENT/NONPROFIT CLIENT RATE SCHEDULE
Effective: January 1, 2016
PRINCIPALS
Timothy DeGraff, Chief Executive Officer
$255/1 -IR
Geoff Smick, President
200/1 -IR
Sherry Maloney, Chief Financial Officer
200/HR
Michael Josselyn, Senior Wetland Scientist
215/HR
Douglas Spicher, Senior Wetland Ecologist
198/HR
Philip Greer, Senior Biologist
188/HR
George Salvaggio, Senior Landscape Architect
183/HR
Dana Riggs, Senior Wildlife Biologist
173/HR
Justin Semion, SenlorAquatic Ecologist
1731HR
Amanda McCarthy, Senior Plant Ecologist
183/HR
ASSOCIATE PRINCIPALS 183-291/HR
SENIOR ENVIRONMENTAL PLANNER 183/HR
SENIOR ASSOCIATE 163-183/HR
ASSOCIATE ENVIRONMENTAL PLANNER 153/HR
ASSOCIATE LANDSCAPE ARCHITECT 143/HR
GIS PROFESSIONAL 123-142/HR
ASSOCIATE 139-163/HR
CONSERVATION FINANCE MANAGER 153/HR
LANDSCAPE ARCHITECT 136/HR
ENVIRONMENTAL PLANNER 125/HR
SCIENTIST 120/HR
SENIOR GIS TECHNICIAN/ SENIOR LANDSCAPE 1161HR
DESIGNER
SENIOR TECHNICIANS / ASSISTANT 113/HR
ENVIRONMENTAL PLANNER II
GIS TECHNICIAN / LANDSCAPE DESIGNER 104/1 -IR
TECHNICIAN / ASSISTANT ENVIRONMENTAL 101/HR
PLANNER
FIELD STAFF 74/HR
CLERICAL 68/HR
Subject to an annual rate adjustment. Necessary project expenses are billed at
cost plus 10%.
2169•G East Francisca Blvd., San Wad, CA 94901 (415) 454.8866 tel (415) 464-0129 rax infc@wra�a.com www.wra-co.com
J
PROFESSIONAL SERVICES AGREEMENT
WITH WRA, INC. FOR
FINALIZATION OF EELGRASS MITIGATION POLICY
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 21st day of October, 2014 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City'), and WRA, INC., a California corporation ("Consultant'), whose address is 2169
East Francisco Blvd, Suite G, San Rafael, California 94901, and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to assist the City with the finalization of the
Eelgrass Protection and Mitigation Plan ("Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2015, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Twenty
Seven Thousand Four Hundred Ninety One Dollars and 931100 ($27,491.93),
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
WRA, Inc. Page 2
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Dr. Michael Josselyn to
be its Project Manager. Consultant shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's
Public Works Director or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
WRA, Inc. Page 3
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
WRA, Inc. Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
orjoint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: David A. Webb, Public Works Director
Public Works Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Dr. Michael Josselyn
WRA, Inc.
2169 East Francisco Blvd, Suite G
San Rafael, CA 94901
WRA, Inc. Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
WRA, Inc. Page 9
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govem this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
WRA, Inc. Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTjRNjY'S OFFICE
Date: 1(4
By:
Aaron C. Harp CAM t0113114
City Attorney
ATTEST:
Date:
By: '
Leilani I. Brown
City Clerk
kh:,-lFoa'/
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: ��- O91' 0 k
BY6-62A.
: av' AI�
D. Webb
Public Works Director
CONSULTANT: WRA, Inc., a California
corporation
Date: 10-
B :
d -
By: 'Y a��
Th as Fraser
President
Date: X43 /y
By: iCl
Sherry M oney
Chief Financial Offic r
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
WRA, Inc. Page 11
EXHIBIT A
SCOPE OF SERVICES
Finalization of Eelgrass Protection and Mitigation Plan
PURPOSE
The purpose of this Scope of Work is to continue to assist the City of Newport Beach
with the finalization of the eelgrass mitigation policy for implementation of eelgrass
management in Newport Harbor. Work shall be a continuation of the services originally
begun under Contract 4439 (and subsequent Amendments) with the City of Newport
Beach.
WORK PRODUCTS
The work product(s) from this Scope be a final revised technical report for a mitigation
policy that contains the elements that allows the City to undertake eelgrass
management within Newport Harbor.
SCOPE OF WORK
Scope shall be a continuation of the following tasks
Task 1: Meetings with City, NMFS, and other agencies to discuss eelgrass policy Dr.
Josselyn will attend meetings with City, NMFS, and permitting agencies to discuss the
eelgrass policy and its refinements. Dr. Josselyn will prepare materials for these
meetings as needed and will summarize outcomes for the City.
Task 2: Plan revisions and updates
Dr. Josselyn will coordinate with other consultants in this matter, will update the report
as new data or new approaches are negotiated with the agencies, provide the City with
specific consultation on issues related to the policy, and will manage the project to meet
City contract requirements.
Completion of all remaining tasks: $17,491.93
WRA, Inc. Page A-1
EXHIBIT B
SCHEDULE OF BILLING RATES
Cost to Complete Remaining Tasks: $17,491.93
As -needed services (Not to Exceed): $10,000.00
Total:
$27,491.93
WRA, Inc. Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
WRA, Inc. Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement
and Consultant agrees to maintain continuous coverage through a period
no less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
WRA, Inc. Page C-2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
WRA, Inc. Page C-3
judgment may be necessary for its proper protection and prosecution of
the Work.
WRA, Inc. Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 11/19/14
Date Completed: 11/19/14
Dept./Contact Received From: Raymund
Sent to: Raymund By: Chris
Company/Person required to have certificate:
Type of contract:
All Others
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/1/14-5/1/15
A.
INSURANCE COMPANY: RLI Insurance Company
B.
AM BEST RATING (A-: VII or greater): A+:XI
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $11M or greater): What is limit provided?
1,000,000/2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® NIA ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
IL AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/1/14-5/1/15
A.
INSURANCE COMPANY: RLI Insurance Company
B.
AM BEST RATING (A-: VII or greater) A+:XI
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $11M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
E N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes ® No
H.
NOTICE OF CANCELLATION:
❑ NIA ® Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 10/1/14-10/1/15
A.
INSURANCE COMPANY: ACE American Insurance Company
B.
AM BEST RATING (A-: VII or greater): A+:XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
11/19/14
Date
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _:
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
AMENDMENT NO. TWO TO
PROFESSIONAL SERVICES AGREEMENT
U WITH WRA, INC. FOR
THE EELGRASS MITIGATION POLICY
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. Two') is made and entered into as of this 4th day of April, 2014
("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City'), and WRA, INC., a California corporation
("Consultant"), whose address is 2169 East Francisco Blvd., Ste. G, San Rafael, CA
94901, and is made with reference to the following:
RECITALS
A. On December 30, 2009, City and Consultant entered into a Professional Services
Agreement to draft the Eelgrass Mitigation Policy and negotiate with agencies to
finalize a policy authorized under federal and state agencies ("Project"). The
December 2009 Agreement expired on December 31, 2010.
B. On March 29, 2011, City and Consultant entered into a Professional Services
Agreement ("Agreement") to continue the Project work.
C. On July 31, 2013, City and Consultant entered into Amendment No. One to the
Agreement to extend the term, increase the scope of work, increase the total
compensation and update insurance requirements.
D. City desires to enter into this Amendment No. Two to reflect additional services
not included in the Agreement or Amendment No. One and increase the total
compensation.
E. City and Consultant mutually desire to amend the Agreement as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of Work,
attached hereto as Exhibit A and incorporated herein by reference ("Services" or
"Work"). Exhibit A to the Agreement, Exhibit A to Amendment No. One and Exhibit A to
Amendment No. Two shall collectively be known as Exhibit A.
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference
("Services" or "Work"). Exhibit B to the Agreement, Exhibit B to Amendment No. One
and Exhibit B to Amendment No. Two shall collectively be known as Exhibit B.
WRA, Inc. Page 1
The introductory paragraph to Section 4 of the Agreement is amended in its
entirety and replaced with the following: "City shall pay Consultant for the Services on a
time and expense not -to -exceed basis in accordance with the provisions of this Section
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
Seventy -Three Thousand Eight Hundred Dollars and 00/100 ($73,800.00), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. Two,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Sixteen Thousand Five Hundred Dollars and 00/100 ($16,500.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
WRA, Inc Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to
be executed in duplicate on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: -11- j y
ffi"J4h O
A�aro-np,•
Attorney I �1
ATTEST:
Date: 4• W-14
By:
Leilani I. brown
City Clerk
Attachments:
Exhibit A:
Exhibit B:
CITY OF NEWPORT BEACH,
a Californir r cipa� corporation
Date: t ' � it
B y: ,- �'"' 0 4 1 , , 0
D. r
IC � �
Public Works Director
CONSULTANT: WRA, Inc., a California
corporation
Date: 410'�1
Thomas Fraser
President
Date: I
By:
Sherry Mal ney
Chief Find cial Offic
[END OF SIGNATURES]
Scope of Work
Schedule of Billing Rates
WRA, Inc Page 3
EXHIBIT A
SCOPE OF WORK
WRA, Inc. Page A-1
ENVIRONMENTAL CONSULTANTS
SCOPE OF WORK
Eelgrass Mitigation Policy for Newport Beach
Contract Amendment Vendor #6468
Prepared for:
City of Newport Beach
3300 Newport Blvd
Newport Beach, California 92663
March 12, 2014
PURPOSE
The purpose of this Scope of Work is to continue to assist the City of Newport Beach with the
finalization of a eelgrass mitigation policy for implementation of eelgrass management in
Newport Harbor. Work to be conducted between March 1, 2014 and December 31, 2014
WORK PRODUCTS
The work product(s) from this Scope be a final revised technical report for a mitigation policy
that contains the elements that allows the City to undertake eelgrass management within
Newport Harbor.
SCOPE OF WORK
Task 1: Meetings with City, NMFS, and other agencies to discuss eelgrass policy
Dr. Josselyn will attend meetings with City, NMFS, and permitting agencies to discuss the
eelgrass policy and its refinements. Dr. Josselyn will prepare materials for these meetings as
needed and will summarize outcomes for the City.
Task 2: Plan revisions and updates
Dr. Josselyn will coordinate with other consultants in this matter, will update the report as new
data or new approaches are negotiated with the agencies, provide the City with specific
consultation on issues related to the policy, and will manage the project to meet City contract
requirements.
ESTIMATED COST
Estimated cost for these services is $16,500 to be billed on time and materials in accordance
with the attached Rate Sheet.
2169-G East Francisco Blvd, San Rafael, CA 94901 (415) 454-8868 lel (415) 454-0129 fax Info®wra-ca.com vnw.wra•co.com
EXHIBIT B
SCHEDULE OF BILLING RATES
WRA, Inc. Page B-1
Bowra
ENYMONNIENTAL CQNl1Vl,TANTS
GOVERNMENTINON-PROFIT RATE SCHEDULE
Effective: January 1, 2014
PRINCIPALS
109/HR
ThomasFraser President..............................................................................................................................$197/HR
Timothy DeGraff, ..
, Senior Vice President............................................................................................................197/HR
R
Sherry Maloney, Chief Financial Officer ............... ................... ..........................................................................
Michael Josselyn, Sen/or Wetland Scientist......................................................................................................197/HR
185/HR
Douglas Spicher, Senior Wetland Ecologist ......................................................................................................IB5/HR
115/HR
PhilipGreer, SggenlorBiologgLlSt............................................................................................................................167/HR
Architect
Geoff
115/HR
Smlclk, oltanistltlWedand Biologist ..........................................................................
.................... 166/HR
ASSOCIATE PRINCIPALS
Dana Riggs, Wildlife Biologist ...........................................................................................................................149/HR
................................... 115/HR
Justin Semjon, Aquatic Ecologist ......................................................................................................................149/HR
WHIR
SENIOR ASSOCIATES
RodDossey. Biologist ................... ........................ .............................................................................................
1771HR
Ben Guillon, Environmental Finance.................................................................................................................177/HR
Geoff Relllyy, Environmental Planner..................................................................................................................156/HR
Amanda McCarthy, Plant Ecologist ....................................................................................................................149/HR
.................................................. .......................... 116IHR
MattRichmond, Biologist ....................................................................................................................................144/HR
ASSOCIATES
SeanAvant, Project Manager................................................... .............................................
............................. 126/HR
Joan Douglas -F , Environmental Planner ............................... .........................................................................
Leslie Lazarottl 8lo/oglst....................................................................................................................................
149/HR
126/HR
MattOsowski, �lolog/st......................................................................................................................................126/HR
126/HR
Rob Schell, Wildlife Biologist .............................................................................................................................126(HR
109/HR
Kate Allan, Wildlife Biologist ..............................................................................................................................115/HR
R
AaronArthur, Blo/ogglst................................. ...........................
................................................................. .......... 115/HR
SpencerBadet, Blologist......................................... ...........................................................................................
115/HR
BlancaClarke, Biologist .............................................. .......................................................................................
115/HR
TannerHarris, Biologlst........................................... .......... ................
MarkKalnins. B/ologglSt
................................................................ 115/HR
.......................................................................................................................................115/HR
Justin Derby, Mltlgation Specialist .....................................................................................................................115/HR
Kelly Sands, Mitigation Specialist ....... ............................................................................
................................... 115/HR
Dan Chase, MAIlfe Blologlst............................................................................................................................11
WHIR
Jason Yakich, Wildlife Blologist.........................................................................................................................115/HR
GEOGRAPHIC INFORMATION SYSTEMS
Chris Zumwalt, GIS Professional.
Sundaran Gillespie GIS Professional................................................................................................................116/HR
Michael Rochelle, &IS Professional .......................................
.................................................. .......................... 116IHR
Derek Chan, Senior GIS Technician..................................................................................................................111/HR
LANDSCAPE DESIGN
Mark Brandi, Landscape Architect Project Manager................................ ........................................................ 1311HR
Ingrid Morken, Landscape Arohltecf If.... ...........................................................................................................131/HR
Megan Stromberg, Landscape Architectl/........................................................................................................131/HR
Jeanna Menze, Landscape Architect................................................................................................................126/HR
Catherine Sherraden, Senior Landscape Designer...........................................................................................111/HR
TECHNICIANS
TiffanyyEdwards, Bio/ogist..................................................................................................................................109/HR
Jonathan Hidalgo, Assistant Environmental Planner.......................................................................................1091HR
LaurenKerr, Biologist............................... ......... ................................................................................................. 109/HR
r,W Rnnfmq ri%IflIfI1%S{ 109/HR
...................................................................................................................................
logist............... ............ .............................................................................................
109/HR
iolog/st......................................................................................................................109/H
R
.....................................................................................................................................98/H
R
.....................................................................................................................................98/H
R
)logist..........................................................................................................................98/HR
t......................................... .........................................................................................
98IHR
list...............................................................................................................................98/HR
Wet........................................... ..................................................................................
98/HR
FieldStaff.......... .............................................................................................................. ............ .......................... 68/HR
ClerlcalSupport ................................................................................................................................................... 66MR
1/21/2014
subject to an annual rale adjustment. Necessary project expenses are billed at cost plus 1096
2169-G East Francisco Blvd., son Ralaet, CA 94901 (415) 454.8868 lel (415) 454.0129 tax IWOuini-ca,min wirmunt-ed.com
AMENDMENT NO. ONE TO
S PROFESSIONAL SERVICES AGREEMENT
WITH WRA, INC FOR
THE EELGRASS MITIGATION POLICY
U THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 31st day of July, 2013
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and WRA, INC, a California corporation
("Consultant'), whose address is 515 S. Flower Street, Suite 3600, Los Angeles, CA
90071, and is made with reference to the following:
RECITALS
A. On December 30, 2009, City and Consultant entered into a Professional Services
Agreement ("Dec. 2009 Agreement") to draft the Eelgrass Mitigation Policy and
negotiate with agencies to finalize a policy authorized under federal and state
agencies ("Project"). The Dec. 2009 Agreement expired on December 31, 2010.
B. On March 29, 2011, City and Consultant entered into a Professional Services
Agreement ("Agreement") to extend the term as the project was still ongoing.
C. City desires to enter into this Amendment No. One to reflect additional Services
not included in the Agreement, to extend the term of the Agreement to June 30,
2014, to increase the total compensation and to update insurance requirements.
D. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
��
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on March 29, 2011, and shall
terminate on June 30, 2014, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services attached hereto and incorporated herein by reference ("Services" or "Work").
Exhibit A of the Agreement and Exhibit A of Amendment No. One shall collectively be
known as "Exhibit A." The City may elect to delete certain Services within the Scope of
Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
The introductory paragraph to Section 4 of the Agreement is amended in its
entirety and replaced with the following: "City shall pay Consultant for the Services on a
time and expense not -to -exceed basis in accordance with the provisions of this Section
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
Fifty Seven Thousand Three Hundred Dollars and 001100 ($57,300.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Seventeen Thousand Dollars and 001100 ($17,000.00).
4. INSURANCE
Section 14 of the Agreement is amended in its entirety and replaced with the
following: "Without limiting Consultant's indemnification of City, and prior to
commencement of Work, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement or for other periods as specified in this
Agreement, policies of insurance of the type, amounts, terms and conditions described
in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by
reference."
5. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
WRA, Inc Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed in duplicate on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S
,,X
Date: 1
By: V
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Z
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: !7_/Z-
By:
David A. ebb
Public Works Director
CONSULTANT: WRA, Inc, a California
corporation
Date: q I o i I
By. --
imothy �DeGraff�
Senior Vice President
Date:
By:
Sherry M ney
Chief Financial Officer'
ryc� vk
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
WRA, Inc Page 3
EXHIBIT A
SCOPE OF SERVICES
WRA, Inc Page A-1
aslowria
ENVIaONMENf AL CONSIILtANf5
SCOPE OF WORK
Eelgrass Mitigation Policy for Newport Beach
Contract Amendment Vendor #6468
Prepared for:
City of Newport Beach
3300 Newport Blvd
Newport Beach, California 92663
July 16, 2013
[72
The purpose of this Scope of Work is to continue to assist the City of Newport Beach with the
finalization of a eelgrass mitigation policy for implementation of eelgrass management in
Newport Harbor. Work to be conducted between July 1, 2013 and April 30, 2013.
WORK PRODUCTS
The work product(s) from this Scope provide a final technical report for a mitigation policy that
contains the elements that allows the City to undertake eelgrass management within Newport
Harbor under a Regional General Permit authorization.
SCOPE OF WORK
Task is Meelings with City, NMFS, and other agencies to discuss eelgrass policy
Dr. Josselyn will attend meetings with City, NMFS, and permitting agencies to discuss the
eelgrass policy and its refinements. Dr. Josselyn will prepare materials for these meetings as
needed and will summarize outcomes for the City.
Task 2: Plan revisions and updates
Dr. Josselyn will coordinate with other consultants in this matter, will update the report as new
data or new approaches are negotiated with the agencies, provide the City with specific
consultation on issues related to the policy, and will manage the project to meet City contract
requirements.
ESTIMATED COST
Estimated cost for these services is 517,000 to be billed on time and materials in accordance
with the attached Rate Sheet,
515 S Flower St 36" Floor, Los Angeles CA 90071 1213) 236.3756 tel info@wra-ca.com wvvw.wra-ca.com
EXHIBIT B
SCHEDULE OF BILLING RATES
WRA, Inc Page B-1
ATTACHMENT B
Newport Eelgrass Management Pian and Permitting
Rales: January 2013 Govemment
WRA. Inc.
Budget preparation form
Proposal project number
Proposal Name
Budget preparer
Date of budget
July 15, 2013
Dally rates
PRINCIPAL,
$1,550
SR ASSOC,
$1,130
17189 ASSOC.$1,000
Nevporl Eeigrass Amel SCIENTIST
$920
MNJ LANDARCI,
$1,000
GIs
$920
July 15, 2013 TECH
$770
Expenses
Hourly rales
195
142
125
115
125
115
97
cost +10%
Tasx Task description
manme
penaea
o ee
#
P INC
ASSOCLAND
ARCH
G S
1 Meetings vdth City and Agencies
3
$am
55,480
2 Plan Revisions and Permitting
3
7
$400
$11,520
otals
Project days
0
7
Expanses
$1,200
Total fee
$17,008
ASSOCIATE F
Dana Riggs, V1
Justin Semion,
TES
n0vERW ^PRo$TRATE SCHEDULE
Effutive: January 1, 2013
ENVIRONMENTAL CONSULTAN13
S195/HR
x�---,.-.-..-.~-..--.._-.~.~._-....-..�
z�....--~.~~~..._,-'-~~......'-^...-'~~�
1 83/HR
�... * ...�......... '��������......�163]HR
.......... -'.......... ............ ...... ......... .............................. ........... i601*R
14KKfK
148/HR
afFirrance............... ................ ................ ................................. ....... ...............
��`~~~~-~-~^~~^^^~_~_-'__�`~~~~._-'^~�~^~~~^~'~���|��
��_�`r___�__�..__.._'_,,__,__._--`�~~�-���'--~^---1351HR
1251MR
1251HR
GEOGRAPHIC INFORMATION SYSTEMS
---- ........... ......... -............
............ ... _........ ...... ...... ---- ........ 1
)gist �°--_^~.^__~,~.^~~'--~`.-^_~.''~^-...-.~-_-~'~^.~
'
...... ---------
................ ......... ~^.~,_^............................. 1141HR
Derek Chan, Senior GIS 7ec/paclap.,..... ~-...... -_'-~........ .......
..~..-_....... ........ ..110/UH
�.�'--'-'---'-_-'_-��--.~~-''---'�---_'�--^�'--'-.�----141HR
......... ...... ....... ................................
................... ....... ............... ,........... ........... 14WHR
^^^^^-~~-~-~^-~~---`~~~~-^^^~^-~^--^~~-^~-~~~~~
^ `~`--.---`-`^~^'--~-`'^^~^`-''~`~~~~----.
........
........ ....... ,,... ��.......... -,,
-`^-����'---��-����--------'-^`'�'--`--�111
................
................................................... ............................ MWHR
kon*ist............ ... .....................
^........ ....... ............................ ......... .......... ......... n*/H*R
GEOGRAPHIC INFORMATION SYSTEMS
---- ........... ......... -............
............ ... _........ ...... ...... ---- ........ 1
Sundaran Gillespie. GIS Professional ................... .... ...... _.........
............ ................................................. 1
Michael Rochelle, GIS ................. ............................
^...... ~......... ...................... ................... nsxia
Derek Chan, Senior GIS 7ec/paclap.,..... ~-...... -_'-~........ .......
..~..-_....... ........ ..110/UH
LANDSCAPE DESIGN
MarkBrandi, .............................. ........ .........
.......................................... _............. .
Jeanne---�-�``�'--~����--'`'-.�`'�''-'----~~--''-i
an Stromberg, Lan scape Architect ~^^~.---'~--^..~-~-.^__^^~.--.---..1258|R
Cat%onnoShenadon.Landscape Designer -... ................................
~.......... ............................ .................. »91fR
TECHNICIANS
Tricia Vaicarcel. Wildlife Biologist ....... ....... --- ............ -^............. .......... ...... ....... ~-'-��
�Scott �--�`'^Biologist -........ .................. ^^-~~`~^`-'^^^^^~~............ ~............. .... ...... ~~'^~.
`~~^`--'
Tiffany
Edwards, ........ ..... .......
Stephanie Freed. Biologist ---
- ��--
Lauren��e� Kerr, Biologist ����.�--_--_
Field Staff-
~---``^°"'"
--- ...... .... -60UR
ClericalSupport ....................... ...... ---- ................. ............ -.......... ....... .................. .'-..,.0801n
Subject m^o~"m/rate ,w"mmo./.Necessary project expenses are billed
*�",,*o�m*
2169-;wsFqo/s0:/,o.sz,Ruhw,cx94$01 F/S>*4�83o8t2f(,115)454m/9hx .^*4v,o,o:CUM wnvwm«nwm
I
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
WRA, Inc Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the
Effective Date of this Agreement and Consultant agrees to maintain
continuous coverage through a period no less than three years after
completion of the Services required by this Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Aoreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
WRA, Inc Page C-2
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
WRA, Inc Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 9/10/13 Dept./Contact Received From: Lucie
Date Completed: 9/11/13 Sent to: Lucie By: Chris/Renee
Company/Person required to have certificate: WRA, Inc.
Type of contract:
GENERAL LIABILITY
INSURANCE COMPANY: RLI Insurance Company
EFFECTIVE/EXPIRATION DATE: 5/1/13-5/1/14
B.
A.
INSURANCE COMPANY: RLI Insurance Company
C.
B.
AM BEST RATING (A-: VII or greater): A+:XI
C.
ADMITTED Company (Must be Califomia Admitted):
D.
LIMITS - If Employees (Must be $1 M min. B! & PD and $500,000
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
1,000,000/2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
E Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
include): Is it included? (completed Operations status does
Haulers only):
E N/A ❑ Yes ❑ No
not apply to Waste Haulers or Recreation)
E Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
NOTICE OF CANCELLATION:
0 N/A 0 Yes ❑ No
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
E Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
E Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
E Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes E No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
E N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A E Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/1/13-5/1/14
A.
INSURANCE COMPANY: RLI Insurance Company
B.
AM BEST RATING (A-; Vll or greater) A+:XI
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
E Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. B! & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
E N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes E No
H.
NOTICE OF CANCELLATION:
0 N/A 0 Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 10/1/13-10/1/14
A. INSURANCE COMPANY: ACE American Insurance Company
B. AM BEST RATING (A-: VII or greater): A+:XV
C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
W. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
9/12/13
Date
1,000,000
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® NIA ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
0 ■
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
f� PROFESSIONAL SERVICES AGREEMENT WITH
K) WRA, INC FOR ENVIRONMENTAL CONSULTING SERVICES
X FOR THE EELGRASS MITIGATION POLICY
THIS AGREEMENT F PROFEE ION SERVICES ("Agreement") is made
and entered into as of this?ay o a'//�(,� 2011, by and between the CITY
OF NEWPORT BEACH, a California Municipal Corporation ("City"), and WRA, INC., a
California corporation ("Consultant"), whose address is 2169-G East Francisco
Boulevard, San Rafael, California 94901 and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is planning to finalize the Eelgrass Mitigation Policy for Eelgrass
Management in Newport Harbor.
C. On December 30, 2009, City and Consultant entered into a Professional Services
Agreement ('Dec. 2009 Agreement) to draft the Eelgrass Mitigation Policy and
negotiate with agencies to finalize a policy authorized under federal and state
agencies (Project): The Dec. 2009 Agreement expired on December 31, 2010.
D. As the Project is still ongoing, City desires to enter into this Professional Services
Agreement in order to extend the term. The total compensation, scope of work
and hourly billings rates will remain unchanged.
E. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
F. The principal member of WRA, Inc for purposes of Project, shall be Dr. Michael
Josselyn.
G. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on December 31, 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
In accordance to the Dec. 2009 Agreement, Consultant shall diligently perform all the
services described in the Scope of Services dated November 23, 2009, and attached
hereto as Exhibit A and incorporated herein by reference ("Work" or "Services"). The
City may elect to delete certain tasks of the Scope of Services at its sole discretion.
Eck I IPll416]AUZINC 01NIT, ►_1►IN0
Time is of the essence in the performance of Services under this Agreement and the
Services shall be performed to completion in a diligent and timely manner. The failure
by Consultant to perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due to
causes beyond Consultant's reasonable control. However, in the case of any such
delay in the Services to be provided for the Project, each party hereby agrees to provide
notice to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Consultant's
control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
In accordance to the Dec. 2009 Agreement, City shall pay Consultant for the Services
on a time and expense not -to -exceed basis in accordance with the provisions of this
Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated
herein by reference. Consultant's compensation for all Work performed in accordance
with this Agreement, including all reimbursable items and subconsultant fees, shall not
exceed Forty Thousand, Three Hundred Dollars and no/100 ($40,300.00) without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City.
4.1 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name
of the person who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it
relates, the date the Services were performed, the number of hours spent
on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall 'pay Consultant no later than thirty
(30) days after approval of the monthly invoice by City staff.
[WRA, INC.]
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
4.2.1 The actual costs of subconsultants for performance of any of the
Services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
4.2.2 Approved reproduction charges.
4.2.3 Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any Work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Dr. Michael Josselyn to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Chris Miller,
Harbor Resources Manager or his designee, shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator or his
authorized representative shall represent City in all matters pertaining to the Services to
be rendered pursuant to this Agreement.
[WRA, INC.]
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
7.1 Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
Work schedule.
7.2 Provide blueprinting and other Services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
7.3 Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the Services required by this
Agreement, and that it will perform all Services in a manner
commensurate with community professional standards. All Services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Consultant certifies that the Work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
Work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers,
and employees (collectively, the "Indemnified Parties') from and against any and all
[WRA, INC.]
claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent and/or willful acts, errors
and/or omissions of Consultant, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Consultant
to indemnify the Indemnified Parties from any Claim arising from the sole negligence or
willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this Agreement. This indemnity 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.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Consultant, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Consultant or any of Consultant's
employees or agents, to be the agents or employees of City. Consultant shall have the
responsibility for and control over the means of performing the Work, provided that
Consultant is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Consultant as to the details of
the performance or to exercise a measure of control over Consultant shall mean only
that Consultant shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
[WRA, INC.]
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of
Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement, policies of insurance of the type and amounts described below and in
a form satisfactory to City.
14.1 Proof of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Consultant shall procure and maintain for the duration of the contract
insurance against claims -for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work
hereunder by Consultant, his agents, representatives, employees or
subconsultants. The cost of such insurance shall be included in
Consultant's bid.
14.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.3 Coverage Requirements.
14.3.1 Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and
Employer's Liability Insurance (with limits of at least one million
dollars ($1,000,000)) for Consultant's employees in accordance
with the laws of the State of California, Section 3700 of the Labor
Code In addition, Consultant shall require each subconsultant to
similarly maintain Workers' Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the
State of Califomia, Section 3700 for all of the subconsultant's
employees.
[WRA, INC.]
Any notice of cancellation or non -renewal of all Workers'
Compensation policies must be received by City at least thirty (30)
calendar days (ten (10) calendar days written notice of non-
payment of premium) prior to such change.
Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.3.2 General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability.
14.3.3 Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
Work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each accident.
14.3.4 Professional Liability (Errors & Omissions) Coverage. Consultant
shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement, in the
minimum amount of one million dollars ($1,000,000) limit per claim
and in the aggregate.
14.4 Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following
provisions:
14.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a
loss. Consultant hereby waives its own right of recovery against
City, and shall require similar written express waivers and
insurance clauses from each of its subconsultants.
14.4.2 Enforcement of Contract Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of the City to
inform Consultant of non-compliance with any requirement imposes
no additional obligations on the City nor does it waive any rights
hereunder.
[WRA, INC.]
14.4.3 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type.
14.4.4 Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10)
days notice is required) or nonrenewal of coverage for each
required coverage.
14.5 Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement.
14.6 Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Consultant, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power, or twenty-
five percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
City and Consultant agree that subconsultants may be used to complete the Work
outlined in the Scope of Services. The subconsultants authorized by City to perform
Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to
City for all acts and omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. The City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and the City. Except as
specifically authorized herein, the Services to be provided under this Agreement shall
[WRA, INC.]
not be otherwise assigned, transferred, contracted or subcontracted out without the
prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents'), prepared or caused to be prepared by Consultant, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Consultant
or any other party. Consultant shall, at Consultant's expense, provide such Documents
to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Consultant
will be at City's sole risk and without liability to Consultant. Further, any and all liability
arising out of changes made to Consultant's deliverables under this Agreement by City
or persons other than Consultant is waived against Consultant and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such change.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents his/her
judgment as a design professional and is supplied for the general guidance of City.
Since Consultant has no control over the cost of labor and material, or over competitive
bidding or market conditions, Consultant does not guarantee the accuracy of such
opinions as compared to contractor bids or actual cost to City.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Consultant's drawings and specifications provided under this Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
[WRA, INC.)
longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Consultant shall allow inspection
of all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Consultant under this
Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his/her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the
law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
25. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the Work performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for immediate termination of this
Agreement by City. Consultant shall indemnify and hold harmless City for any and all
claims for damages resulting from Consultant's violation of this Section.
26. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
[WRA, INC.]
States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Consultant to City shall be addressed to
City at:
Attn: Chris Miller
Public Works Department
Harbor Resources Division
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3043
Fax: 949-723-0589
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attention: Dr. Michael Josselyn
WRA, Inc.
2169-G East Francisco Boulevard
San Rafael, CA 94901
Phone: 415-454-8868
Fax: 415-454-0129
27. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, that party shall be deemed in default
in the performance of this Agreement. If such default is not cured within a period of two
(2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting party fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the
nature of such default and the steps necessary to cure such default, and thereafter
diligently take steps to cure the default, the non -defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole discretion and
without cause, of terminating this Agreement at any time by giving seven (7) calendar
days prior written notice to Consultant. In the event of termination under this Section,
City shall pay Consultant for Services satisfactorily performed and costs incurred up to
the effective date of termination for which Consultant has not been previously paid. On
the effective date of termination, Consultant shall deliver to City all reports, Documents
[WRA, INC.]
and other information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
29. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including .federal, state,
county or municipal, whether now in force or hereinafter enacted. In addition, all Work
prepared by Consultant shall conform to applicable City, county, state and federal laws,
rules, regulations and permit requirements and be subject to approval of the Project
Administrator and City.
30. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
31. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
32. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
33. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
34. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Consultant and City and approved as to form by the City Attorney.
35. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
[WRA, INC.]
36. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
37. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
[WRA, INC.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE /���/THE �1 /`/CITY ATTORNEY
Date: 1
By.�'.n_ /y y vy I
Leonie Mulvihill
Assistant City Attorney 3I
ATTEST:
Date -
By:
�✓ LeiJ.Ee(r
City Clerk
CITY OF NEWPORT BEACH,
A Californi7z' uni jpal corporation
Date: �
by"e
Step
Publ.
;n'G. Badum
Works Director
CONSULTANT: WRA, Inc., a California
Corporation
Date:
By: L
Timo y DeerOf I
Senior Vice Pr&zildent
Date: 3/11 / I I
--henry-Blaney
-Ghiaf-Fi.nan6al--Q. Geer ?N Y�
vVeA 79�' 1 -3169
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
[WRA, INC.] Page 6
Attachment A
ENVIRONMENTAL CONSULTANTS
SCOPE OF WORK
Eelgrass Mitigation Policy for Newport Beach
Prepared for:
City of Newport Beach
3300 Newport Blvd
Newport Beach, California 92663
November 23, 2009
PURPOSE
The purpose of this Scope of Work is to assist the City of Newport Beach with the finalization of
a eelgrass mitigation policy for implementation of eelgrass management in Newport Harbor.
This Phase II work will build on the draft policy that the City proposed to the National Marine
Fisheries Service (NMFS) and assist the City with the negotiations with NMFS and other
agencies to finalize a policy that can be implemented by the City under authorization from
federal and state agencies.
WORK PRODUCTS
The work product(s) from this Scope provide technical support for a mitigation policy that
contains the elements that allows the City to undertake eelgrass management within Newport
Harbor under a Regional General Permit authorization.
SCOPE OF WORK
The following tasks are included in this Scope of Work
Task 1: Meetings with City, NMFS, and other agencies to discuss eelgrass policy
Dr. Josselyn will attend 6 formal meetings with City, NMFS, and permitting agencies to discuss
the eelgrass policy and its refinements. Two of these meetings will be telephonic; four are
anticipated to be in person for a half day. Dr. Josselyn will prepare materials for these
meetings as needed and will summarize outcomes for the City and its attorneys.
Task 2: Prepare scientific support for eelgrass policy and make revisions as needed to
reflect negotiations with agencies
Dr. Josselyn, in conjunction with any other retained experts and City staff, will prepare scientific
support for the City's proposed eelgrass mitigation policy (based on the November 2008 draft
document) and will address questions raised by agencies to deal with specific elements of the
2109.6 East Fmnc&o Blvd.. Son Rotoel, CA 94901 (415) 454-MI18 lel (415) 454-0129 fax Inlo®wro-co.com wwwmiaca.com
eelgrass policy. Dr. Josselyn will prepare a revision to the November 2008 policy based on
comments received in February 2009 and one additional revision to the draft policy based on
additional agency comments and negotiations during this contract effort.
The National Marine Fisheries Service has issued an RFP (June 2009) and has hired a
contractor, Merkel and Associates, to prepare a new statewide policy to protect and conserve
eelgrass habitats in a consistent, efficient, and effective manner, and to provide potential
project proponents greater certainty regarding mitigation requirements. This contract will
provide support for development and public review of a California Eetgrass Mitigation Policy to
be published in the Federal Register in the second quarter of 2010.
It will be important for the City to provide information that can be used in formulating this new
policy, comment on the Federal Register published draft policy, and focusing its efforts on
assuring that it allows for flexibility so that the City can implement a Newport Harbor specific
mitigation policy.
It is recommended that the City set up a meeting with NMFS and Merkel and Associates early
in the development process for this new policy and that the City prepare comments on the draft
policy as published in the Federal Register. Dr. Josselyn will assist the City in preparing these
comments through provision of additional data that will be important for the NMFS to add to
their policy provisions.
Additional work may be required to update Harbor specific findings to the database that was
developed for the original proposal made by the City and is included in this scope and budget.
Task 3: Project team ccordination/projecf management
Dr. Josselyn will coordinate with other experts in this matter, provide the City with specific
consultation on issues related to the policy, and will manage the project to meet City contract
requirements.
Task 4 (optional): Attend So. California eelgrass workshop meetings
If requested and approved by the City, Dr. Josselyn will attend up to 4 additional meetings of
the Southern Califomia eelgrass working group in Costa Mesa during 2009 and 2010. A
determination of attendance at the meeting will be made based on the agenda published for
that meeting and a determination by the City that such a meeting is relevant and beneficial to
the City's interest in adopting a favorable mitigation policy applicable to Newport Bay. Dr.
Josselyn will represent City interests at these meetings and provide written comments and
issue summaries for the City's use in negotiating its eelgrass policy.
SCHEDULE
The period of work covered by this proposal is December 2009 to December 2010 with
assumption that the Federal Register policy will be developed during the second and third
quarter of 2010. WRA will attend meetings and prepare work products as requested by the
City and its legal counsel.
STAFFING
Dr. Michael Josselyn, Principal, will be responsible for all work related to this project. He may
be supported by technical staff as needed to prepare specific work products.
ASSUMPTIONS
The following assumptions were made in the preparation of this Scope of Work
1. W RA's work product will be combined with the other consultants engaged on this effort.
2. The work product will be a proposed policy that will contain conditions as negotiated with
the federal and state agencies; however, it will not be a permit. Subsequent
applications and permit authorizations will be completed under a separate scope of
work.
ESTIMATED COST
Estimated costs are subject to change based on specific conditions that arise during the
conduct of this work. An estimate budget is attached to this Scope of Work. The client will be
informed if additional fees will be incurred and the reasons for any such increase. The client
will be billed monthly on a time and materials basis for work completed to date. Client is not
charged for travel time to Orange County.
CONFIDENTIALITY
All work will be conducted on a confidential basis and draft documents submitted to the client or
its legal representative for review. No correspondence with any government agency will be
submitted without consent of the client. The client is advised to seek legal counsel concerning
mailers it wishes to protect under attorney-client confidentiality rules.
LEGAL COUNSEL
WRA understands that this work is to be conducted under supervision by the City of Newport
Beach City Attorney and all work is considered confidential and privileged attorney until
released by the City Attorney.
UNFORSEEN CIRCUMSTANCES
All parties understand that the regulatory environment is constantly changing and that agency
and public concerns cannot be predicted in terms of the proposed project. In addition, agency
regulations and policies are subject to change and various interpretations by agency staff.
WRA is not responsible for unforseen circumstances that may require additional field work,
agency consultation, and/or public hearings. WRA will assist you in resolving these issues;
however, it is understood that such work will necessarily be covered under additional task
assignments. Furthermore, WRA's liability for damages Is limited to its work products and
WRA Is not responsible for changes, alterations, or monetary damages to the client's activity or
project due to decisions rendered by federal, state, or local agencies or by any subsequent
court actions.
TERMS AND CONDITIONS
WRA, Inc. will invoice for its services monthly on a time and expenses basis for actual work
completed.
Either party may terminate this Scope of Work upon written notice All work done up to that
time will be paid by the client and data andior reports completed to that time provided to the
client
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INSURANCE
WRA, Inc. carries $1,000,000 with an aggregate of $2,000,000 Professional (E&O) and
General Liability Insurance, plus $2,000,000 in excess liability; $1,000,000 Auto Insurance
including non -owned vehicles; and $1,000,000 Worker's Compensation insurance. There may
be a charge for additional coverage.
APPROVAL TO PROCEED
The work can be initiated with a letter of authorization, through acknowledgment of this Scope
of Work by signing a copy of this Scope below, or by Purchase Order issued to WRA.
Scope of Work and Estimated Budget accepted by:
Signature
Printed Name and Title
Firm Name
Street Address
City State
For WRA, Inc.
Zip Code
Date
Phone Number
Fax Number
ESTIMATED BUDGET
Eelgrass Mitigation Policy for Newport Beach
WRA, Inc.
2169 E Francisco Blvd Suite G
San Rafael, CA 94901
f2atgs: January 20'1.0 ,
Dai rates' Hourl _rales.. _
AL;_- $'1,560 ! 195
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A
PROFESSIONAL SERVICES AGREEMENT WITH
WRA, INC. FOR ENVIRONMENTAL CONSULTING SERVICES
FOR THE EELGRAS35 MITIGATION POLICY
THIS AGREEMENT is made and entered into as of this '3L day of December 2009,
by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"),
and WRA, INC. a California Corporation whose address is 2169-G East Francisco
Blvd., San Rafael, CA 94901 ("Consultant"), and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to cant' on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City is planning to finalize the Eelgrass Mitigation Policy for Eelgrass
management in Newport Harbor.
C. City desires to engage Consultant to build the draft Eelgrass Mitigation Policy
and negotiate with agencies to finalize a policy authorized under federal and
state agencies ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Michael
Josselyn.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 31 day of December, 2010, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays
due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator not later than ten (10)
calendar days after the start of the condition that purportedly causes a
delay. The Project Administrator shall review all such requests and may
grant reasonable time extensions for unforeseeable delays that are
beyond Consultant's control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not
exceed Forty Thousand Three Hundred Dollars and no/100 ($40,300) without
prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.1 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. Consultant's bills shall include the name
of the person who performed the work, a brief description of the services
performed and/or the specific task in the Scope of Services to which it
relates, the date the services were performed, the number of hours spent
on all work billed on an hourly basis, and a description of any
2
reimbursable expenditures. City shall pay Consultant no later than thirty
(30) days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated DR. MICHAEL
JOSSELYN to be its Project Manager. Consultant shall not remove or reassign
the Project Manager or any personnel listed in Exhibit A or assign any new or
replacement personnel to the Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to the removal or
assignment of non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
41
This Agreement will be administered by the Harbor Resources Division.
CHRIS MILLER shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his/her
authorized representative shall represent City in all matters pertaining to the
services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
work schedule.
B. Provide blueprinting and other services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
4
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, attorney's fees, disbursements and court
costs) of every kind and nature whatsoever (individually, a Claim; collectively,
"Claims"), which may arise from or in any manner relate (directly or indirectly) to
any breach of the terms and conditions of this Agreement, any work performed
or services provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity 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.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Consultant or any of Consultant's employees or agents, to be the agents or
employees of City. Consultant shall have the responsibility for and control over
the means of performing the work, provided that Consultant is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Consultant as to the details of the performance or to
5
exercise a measure of control over Consultant shall mean only that Consultant
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work, Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
0
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coveraqe. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non -renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
7
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self-insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non-payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50%) or more of the voting power, or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. COMPUTER DELIVERABLES
CADD data delivered to City shall include the professional stamp of the engineer
or architect in charge of or responsible for the work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with
(a) the modification or misuse by City, or anyone authorized by City, of CADD
data; (b) the decline of accuracy or readability of CADD data due to inappropriate
storage conditions or duration; or (c) any use by City, or anyone authorized by
141
City, of CADD data for additions to this Project, for the completion of this Project
by others, or for any other Project, excepting only such use as is authorized, in
writing, by Consultant. By acceptance of CADD data, City agrees to indemnify
Consultant for damages and liability resulting from the modification or misuse of
such CADD data. All original drawings shall be submitted to City in the version
of AutoCAD used by CITY in ".dwg" file format on a CD, and should comply with
the City's digital submission requirements for Improvement Plans. The City will
provide AutoCAD file of City Title Sheets. All written documents shall be
transmitted to City in the City's latest adopted version of Microsoft Word and
Excel.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
20. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents his/her
judgment as a design professional and is supplied for the general guidance of
City. Since Consultant has no control over the cost of labor and material, or over
competitive bidding or market conditions, Consultant does not guarantee the
accuracy of such opinions as compared to contractor bids or actual cost to City.
21. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Consultant's drawings and
specifications provided under this Agreement.
22. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of
City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Consultant shall allow inspection of all
10
work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Consultant under this
Agreement.
23. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his/her designee
with respect to such disputed sums. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
24. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and/or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
26. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold
harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
11
27. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first-class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Chris Miller
Harbor Resources Division
City of Newport Beach
PO Box 1768
3300 Newport Boulevard
Newport Beach, CA 92658
Phone: 949-644-3043
Fax: 949-723-0589
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attn: Dr. Michael Josselyn
WRA, Inc.
2169-G East Francisco Blvd.
San Rafael, CA 94901
Phone: 415-454-8868
Fax: 415-454-0129
28. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant
shall be required to file any claim the Consultant may have against the City in
strict conformance with the Tort Claims Act (Government Code sections 900 et
seq.).
29. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, and thereafter diligently take steps to cure
12
the default, the non -defaulting party may terminate the Agreement forthwith by
giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services
satisfactorily performed and costs incurred up to the effective date of termination
for which Consultant has not been previously paid. On the effective date of
termination, Consultant shall deliver to City all reports, Documents and other
information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
30. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
31. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
32. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
33. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
34. INTERPRETATION
13
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
35. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Consultant and City and approved as to form by the City
Attorney.
36. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
37. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
38. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
CITY OF NEWPORT BEACH,
OFFI EFTH CITY ATTORNEY: A Municipal Corporation
By By:
David R. Hunt Sharon Z. Wood,
City Attorney Assistant City M ager
ATTEST:
By:
_4Lk
Leilani Brown,
City Clerk
'%�QRNIA
CONSULTANT: WRA, INC.
By:
(C oraat- fficer)
Title: 1
Print Name jp4t-4 I'aS i C�
v
By: AN
(Financi I icer)
Title: I -
Print
Name:
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
(A09-00403f.doc]
15
Attachment A
esowra
ENVIRONMENTAL CONSULTANTS
SCOPE OF WORK
Eelgrass Mitigation Policy for Newport Beach
Prepared for:
City of Newport Beach
3300 Newport Blvd
Newport Beach, California 92663
November 23, 2009
PURPOSE
The purpose of this Scope of Work is to assist the City of Newport Beach with the finalization of
a eelgrass mitigation policy for implementation of eelgrass management in Newport Harbor.
This Phase 11 work will build on the draft policy that the City proposed to the National Marine
Fisheries Service (NMFS) and assist the City with the negotiations with NMFS and other
agencies to finalize a policy that can be implemented by the City under authorization from
federal and state agencies.
WORK PRODUCTS
The work product(s) from this Scope provide technical support for a mitigation policy that
contains the elements that allows the City to undertake eelgrass management within Newport
Harbor under a Regional General Permit authorization.
SCOPE OF WORK
The following tasks are included in this Scope of Work
Task 1: Meetings with City, NMFS, and other agencies to discuss eelgrass policy
Dr. Josselyn will attend 6 formal meetings with City, NMFS, and permitting agencies to discuss
the eelgrass policy and its refinements. Two of these meetings will be telephonic; four are
anticipated to be in person for a half day. Dr. Josselyn will prepare materials for these
meetings as needed and will summarize outcomes for the City and its attorneys.
Task 2: Prepare scientific support for eelgrass policy and make revisions as needed to
reflect negotiations with agencies
Dr. Josselyn, in conjunction with any other retained experts and City staff, will prepare scientific
support for the City's proposed eelgrass mitigation policy (based on the November 2008 draft
document) and will address questions raised by agencies to deal with specific elements of the
2169-G East Francisco Blvd., San Ratoel, CA 94901 (415) 454-8868 tel (415) 454-0129 fax info@w-co.com www.wro-ca.com
eelgrass policy. Dr. Josselyn will prepare a revision to the November 2008 policy based on
comments received in February 2009 and one additional revision to the draft policy based on
additional agency comments and negotiations during this contract effort.
The National Marine Fisheries Service has issued an RFP (June 2009) and has hired a
contractor, Merkel and Associates, to prepare a new statewide policy to protect and conserve
eelgrass habitats in a consistent, efficient, and effective manner, and to provide potential
project proponents greater certainty regarding mitigation requirements. This contract will
provide support for development and public review of a California Eelgrass Mitigation Policy to
be published in the Federal Register in the second quarter of 2010.
It will be important for the City to provide information that can be used in formulating this new
policy, comment on the Federal Register published draft policy, and focusing its efforts on
assuring that it allows for flexibility so that the City can implement a Newport Harbor specific
mitigation policy.
It is recommended that the City set up a meeting with NMFS and Merkel and Associates early
in the development process for this new policy and that the City prepare comments on the draft
policy as published in the Federal Register. Dr. Josselyn will assist the City in preparing these
comments through provision of additional data that will be important for the NMFS to add to
their policy provisions.
Additional work may be required to update Harbor specific findings to the database that was
developed for the original proposal made by the City and is included in this scope and budget.
Task 3. Project team coordination/project management
Dr. Josselyn will coordinate with other experts in this matter, provide the City with specific
consultation on issues related to the policy, and will manage the project to meet City contract
requirements.
Task 4 (optional): Attend So. California eelgrass workshop meetings
If requested and approved by the City, Dr. Josselyn will attend up to 4 additional meetings of
the Southern California eelgrass working group in Costa Mesa during 2009 and 2010. A
determination of attendance at the meeting will be made based on the agenda published for
that meeting and a determination by the City that such a meeting is relevant and beneficial to
the City's interest in adopting a favorable mitigation policy applicable to Newport Bay. Dr.
Josselyn will represent City interests at these meetings and provide written comments and
issue summaries for the City's use in negotiating its eelgrass policy.
SCHEDULE
The period of work covered by this proposal is December 2009 to December 2010 with
assumption that the Federal Register policy will be developed during the second and third
quarter of 2010. WRA will attend meetings and prepare work products as requested by the
City and its legal counsel.
STAFFING
Dr. Michael Josselyn, Principal, will be responsible for all work related to this project. He may
be supported by technical staff as needed to prepare specific work products.
ASSUMPTIONS
The following assumptions were made in the preparation of this Scope of Work:
1. WRA's work product will be combined with the other consultants engaged on this effort.
2. The work product will be a proposed policy that will contain conditions as negotiated with
the federal and state agencies; however, it will not be a permit. Subsequent
applications and permit authorizations will be completed under a separate scope of
work.
ESTIMATED COST
Estimated costs are subject to change based on specific conditions that arise during the
conduct of this work. An estimate budget is attached to this Scope of Work. The client will be
informed if additional fees will be incurred and the reasons for any such increase. The client
will be billed monthly on a time and materials basis for work completed to date. Client is not
charged for travel time to Orange County.
CONFIDENTIALITY
All work will be conducted on a confidential basis and draft documents submitted to the client or
its legal representative for review. No correspondence with any government agency will be
submitted without consent of the client. The client is advised to seek legal counsel concerning
matters it wishes to protect under attorney-client confidentiality rules.
LEGAL COUNSEL
WRA understands that this work is to be conducted under supervision by the City of Newport
Beach City Attorney and all work is considered confidential and privileged attorney until
released by the City Attorney.
I.INFORSEEN CIRCUMSTANCES
All parties understand that the regulatory environment is constantly changing and that agency
and public concerns cannot be predicted in terms of the proposed project. In addition, agency
regulations and policies are subject to change and various interpretations by agency staff.
WRA is not responsible for unforseen circumstances that may require additional field work,
agency consultation, and/or public hearings. WRA will assist you in resolving these issues;
however, it is understood that such work will necessarily be covered under additional task
assignments. Furthermore, WRA's liability for damages is limited to its work products and
WRA is not responsible for changes, alterations, or monetary damages to the client's activity or
project due to decisions rendered by federal, state, or local agencies or by any subsequent
court actions.
TERMS AND CONDITIONS
WRA, Inc. will invoice for its services monthly on a time and expenses basis for actual work
completed.
ESTIMATED BUDGET
Eelgrass Mitigation Policy for Newport Beach
WRA, Inc.
2169 E Francisco Blvd Suite G
San Rafael, CA 94901
Rates. January-----_-... ..
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51.560. 195:
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-
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r $892 104 .
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$2,000
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Transmittal
To: Leilani I. Brown, City Clerk
Cit of Newport Beach
Cc: File
Date: December 31, 2009
ts]jwra
ENVIRONMENTAL CONSULTANTS
From: Leslie Mace
mace@wra-ca.com
Extension 145
Subject: Executed Contract No. 4439 - Newport Beach Eelgrass Mitigation Policy
Please find enclosed three (3) signed contracts for the above -referenced project. Please be
advised insurance certificates have been ordered and will be sent to you under separate cover.
Please return one (1) fully executed contract to my attention. Should you have any questions,
please don't hesitate to contact me.
Thank you!
Leslie Mace
Contracts Administrator
2169-G East Francisco Blvd., Son Rafael, CA 94901 (415) 454-8868 fel (415) 454-0129 fox infofwro-ca.com www.wro-co.com
Either party may terminate this Scope of Work upon written notice. All work done up to that
time will be paid by the client and data and/or reports completed to that time provided to the
client.
A-ny-notice°provided-foHn-this-Seope-of-W-or-k-sl+all--be-gwen-in-writing: --Notices--shail-be—
effective-on--the-date-of service-if-served-personaliy-vn--the-pafty-k)-�em-n-n L; a -tee -given-•
at an-the-second-day-after-maitingff-mailed-by-first-etass-mail ,postage--pre-paid. Notiees--s#aall-
be-properly addr-essed-#a-the-parties-at-the+r-respective--addresses-set forth-above-or-t«suoh-
er addresse5-as-either-parAy--may4ater speeify-by-notiee-to4he-et-her-.--
�is--Seape-of�Afor�c-arid-Budget--eer�s#i#u#es--#fie-e+a#+re-agreer�era#-between-#lae-par-ties-relating-w.--�.
le-t#epee#--resat#er-s®r♦#aiRed4R4t-aad-,,upe%edesa4-p4w and--Gor#emj3erane9us,--»
c r talicaras, greerxaera#s er uraderstandirags•#�e#wee+-t#ae�ar#les. -Ne-amendment-ew
slate®rat ef-dais-agr8e�e�,staall�be-bind+rag�raless-ea�eeated+ra�vi+�g-�� tie-pa#ies-�Je
ova#rrer-ef-aay-ene-proviste"f-this-egreer-sent--shall-.eenstit-ute-a-waiver-ef--arty-edger-previsiea
.Rer--shaif any-erre-waiver--eensfi#-ute-a-eontinuin"aiver--No-wa+ver-e#aaal-#-ie-biradieg--UPless
-exac ed-ip-w;iti.ng-by-#be-.party.-against-which-#tae-waiver-4"eser4ed—
INSURANCE
WRA, Inc. carries $1,000,000 with an aggregate of $2,000,000 Professional (E&O) and
General Liability Insurance, plus $2,000,000 in excess liability; $1,000,000 Auto insurance
including non -owned vehicles; and $1,000,000 Worker's Compensation insurance. There may
be a charge for additional coverage.
APPROVAL TO PROCEED
The work can be initiated with a letter of authorization, through acknowledgment of this Scope
of Work by signing a copy of this Scope below, or by Purchase Order issued to WRA.
Scope of Work and Estimated Budget accepted by:
Signature
Printed Name and Title
Firm Name
Street Address
City
For WRA, Inc.
State Zip Code
0
Date
Phone Number
Fax Number
Principal
Principal
Date
Date