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HomeMy WebLinkAboutC-6290 - PSA for AD 117 Engineering ServicesTHIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 31st day of December, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant'), whose address is 16842 Von Karman, Suite 100, Irvine CA, 92606, and is made with reference to the following: RECITALS A. On May 7, 2014, City and Consultant entered into an On -Call Professional Services Agreement ("On -Call Agreement') for assessment engineering services. Pursuant to this On -Call Agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of $35,496.00. B. On September 3, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement') to engage Consultant to provide additional engineering services for Assessment District 117 ("Project') in the amount of $85,880.00. C. On March 14, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not included in the Agreement, to extend the term of the Agreement and to increase the total compensation to $138,976.00. D. On September 22, 2016, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional Services not included in the Agreement and to increase the total compensation to $148,976.00. E. The parties desire to enter into this Amendment No. Three to reflect additional Services not included in the Agreement or contemplated at the time of execution of the Agreement, as amended, to extend the term of the Agreement to September 2, 2020 and to increase the total compensation to $169,976.00. 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 September 2, 2020, unless terminated earlier as set forth herein." a-- AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT U WITH PENCO ENGINEERING, INC. FOR AD 117 ENGINEERING SERVICES THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 31st day of December, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant'), whose address is 16842 Von Karman, Suite 100, Irvine CA, 92606, and is made with reference to the following: RECITALS A. On May 7, 2014, City and Consultant entered into an On -Call Professional Services Agreement ("On -Call Agreement') for assessment engineering services. Pursuant to this On -Call Agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of $35,496.00. B. On September 3, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement') to engage Consultant to provide additional engineering services for Assessment District 117 ("Project') in the amount of $85,880.00. C. On March 14, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not included in the Agreement, to extend the term of the Agreement and to increase the total compensation to $138,976.00. D. On September 22, 2016, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional Services not included in the Agreement and to increase the total compensation to $148,976.00. E. The parties desire to enter into this Amendment No. Three to reflect additional Services not included in the Agreement or contemplated at the time of execution of the Agreement, as amended, to extend the term of the Agreement to September 2, 2020 and to increase the total compensation to $169,976.00. 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 September 2, 2020, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Task 20 in Exhibit A to the Agreement shall be amended and replaced to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to Amendment No. One, Exhibit A to Amendment No. Two, and Exhibit A to this Amendment No. Three 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, Exhibit B to Amendment No. One, Exhibit B to Amendment No. Two, and Exhibit B to this Amendment No. Three 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 One Hundred Sixty Nine Thousand Nine Hundred Seventy Six Dollars and 00/100 ($169,976.00) 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. Three, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty One Thousand Dollars and 00/100 ($21,000.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Penco Engineering, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNY'$ $OFFICE/6 Date: 11 // �iAaron C. HarpCity Attorney ATTEST: / �� 1� Date: r By: a&4-(bM!z'_ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: I It -0 1 � By: Dave iff City Manager CONSULTANT: Penco Engineering, Inc., a California corporation Date: Signed in Counterpart By: George Jurica President Date: Signed in Counterpart By: Jeff Cooper Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Penco Engineering, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO NEY'S OFFICE Date: By: Aaron C. Harp oam City Attorney ATTEST: Date: 0 Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONSULTANT: Penco Engineering, Inc., a California oorporation 0 President/" Date: 1/4,6 , By: Jeff Coope Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Penco Engineering, Inc. Page 3 EXHIBIT A SCOPE OF SERVICES Penco Engineering, Inc. Page A-1 Exhibit A — Amendment # 3 Scope of Work Scope of Services (To supplement the Agreement as amended by Amendment No. Two) 20. Assist City Staff with inquiries from residents including but not limited to: phone calls, emails, web requests, letters and meetings regarding the status, and procedures of Assessment District proceedings. Pae 1 PENCO 9 -- i, c,,, sem,—', o. s,- EXHIBIT B SCHEDULE OF BILLING RATES Penco Engineering, Inc. Page B-1 Exhibit B — Amendment # 3 Fees Task 20: Assist City Staff with inquiries from residents.... Time & Materials, estimated at $5,800 Task 20: Supplemented by Amendment No. 2 .................. Time & Materials, estimated at $10,000 Task 20: Supplemented by Amendment No. 3..................Time & Materials, estimated at $21,000 $36,800 PENCOENG Page 2 �J .z AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH PENCO ENGINEERING, INC. FOR AD 117 ENGINEERING SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT (`Amendment No. Two") is made and entered into as of this 22nd day of September, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant'), whose address is 16842 Von Karman Avenue, Suite 150, Irvine, CA 92606, and is made with reference to the following: RECITALS A. On May 7, 2014, City and Consultant entered into an On -Call Professional Services Agreement ("On -Call Agreement') for assessment engineering services. Pursuant to this On -Call Agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of $35,496.00. B. On September 3, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide additional engineering services for Assessment District 117 ('Project') in the amount of $85,880.00 C. On March 14, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not included in the Agreement, to extend the term of the Agreement and to increase the total compensation to $138,976.00 D. The parties desire to enter into this Amendment No. Two to reflect additional Services not included in the Agreement and to increase the total compensation to $148,976.00. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Task 20 in Exhibit A to the Agreement shall be amended and replaced to include the Scope of Services, 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 this Amendment No. Two shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 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 this Amendment No. Two 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 One Hundred Forty Eight Thousand Nine Hundred Seventy Six Dollars and 001100 ($148,976.00), 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 Ten Thousand Dollars and 001100 ($10,000.00). g� I, i O R l8id. 1im:7_['&1 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] Penco Engineering, 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: 9Z� i / L6 By: Aaron C. Harp City Attorney &to, By: �Y1N Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: n)13! 1u Dave K' City Manager CONSULTANT: Penco Engineering, Inc., a California corporation Date: Signed in Counterpart By: George J. Jurica President Date: Signed in Counterpart By: Jeff Cooper Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Penco Engineering, 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 ATTORNEY'S OFFICE Date: 9 z� I %L( By: Aaron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONSULTANT: Penco Engineering, Inc., a California corporation Date: 22 (p T— By: T WWI -I suwey Manac,fr Da - [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Penco Engineering, Inc. Page 3 AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH PENCO ENGINEERING, INC. FOR AD 117 ENGINEERING SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 22nd day of September, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant"), whose address is 16842 Von Karman Avenue, Suite 150, Irvine, CA 92606, and is made with reference to the following: RECITALS A. On May 7, 2014, City and Consultant entered into an On -Call Professional Services Agreement ("On -Call Agreement") for assessment engineering services. Pursuant to this On -Call Agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of $35,496.00. B. On September 3, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide additional engineering services for Assessment District 117 ("Project") in the amount of $85,880.00 C. On March 14, 2016, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not included in the Agreement, to extend the term of the Agreement and to increase the total compensation to $138,976.00 D. The parties desire to enter into this Amendment No. Two to reflect additional Services not included in the Agreement and to increase the total compensation to $148,976.00. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Task 20 in Exhibit A to the Agreement shall be amended and replaced to include the Scope of Services, 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 this Amendment No. Two shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. EXHIBIT A SCOPE OF SERVICES Penco Engineering, Inc. Page A-1 Exhibit A - Amendment #2 Scope of Work Scope of Services 20. Assist City Staff with inquiries from residents including but not limited to: phone calls, emails, web requests, letters and meetings regarding the status, and procedures of Assessment District proceedings. YL4CO Fpp...my lm. Page 1 EXHIBIT B SCHEDULE OF BILLING RATES Penco Engineering, Inc. Page B-1 Exhibit B - Amendment #2 FEES Original Task #20...................................................................................... Time & Materials, estimated at $5,800 Amendment to Task #20.......................................................................... Time & Materials, estimated at $10,000 Total $15,800 AFNCO FgvvrcnxS 4e. Page 2 Minutes of Action Of the Board of Directors of PENCO ENGINEERING, INC (a California Corporation) Taken Without a Meeting by Unanimous Written Consent The undersigned, members of the Board of Directors of PENCO ENGINEERING, INC., do hereby adopt the following resolution: WHEREAS, PENCO ENGINEERING, INC. identifies the employees authorized to execute agreements on behalf of PENCO ENGINEERING, INC. THEREFORE, BE IT RESOLVED, that the employees listed below, with their respective specimen signature, are hereby authorized to enter into a contract, sign contracts, and execute and deliver any instrument in the name of and on behalf of PENCO ENGINEERING. INC. ---7 George J. Juries, President Jeff Cooper, Secretary Miguel Hernandez, Engineering Manager J. Braley, Survey Manager Jeff Coop , Secretary Dated: January P. 2015 AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH PENCO ENGINEERING, INC. FOR AD 117 ENGINEERING SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 14th day of March, 2016 U ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant'), whose address is 16842 Von Karman Avenue, Suite 150, Irvine, California 92606, and is made with reference to the following: RECITALS A. On May 7, 2014, the City and Consultant entered into that certain On -Call Professional Services Agreement ("On -Call Agreement') for assessment engineering services. Pursuant to this On -Call Agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of $35,496.00. B. On September 3, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement') to engage Consultant to provide additional engineering services for Assessment District 117 (`Project'). C. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, to extend the term of the Agreement to December 31, 2017, 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 December 31, 2017, 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. 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 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 as well as the On -Call Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Thirty Eight Thousand Nine Hundred Seventy Six Dollars and 001100 ($138,976.00), 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 Six Hundred Dollars and 001100 ($17,600.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Penco Engineering, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT EY'S OFFICE Date: Aaron C. Harp ChM 0$IOT11(le City Attorney ATTEST: Date: 6, 2M• J6uz 4 b"', Leilani 1. • City Clerk CITY OF NEWPORT BEACH, a California munij�al corporation Date: S By: Diane B. Dixon Mayor CONSULTANT: Penco Engineering, Inc., a California corporation Date: -7, 10 3 /0,& /-'-) eorge A. rri, P. E. President Date: 3b-3 /65 By: Jeffre ooper, .E. Vice Pv9sident [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Penco Engineering, Inc. Page 3 EXHIBIT A SCOPE OF SERVICES Penco Engineering, Inc. Page A-1 Exhibit A Scope of Services - Amendment #1 21. Additional replacement ballots needed during ballot period. 22. Second notice of assessment for a second cash collection period. 23. Answer phone calls and questions during the first cash collection period from property owners. Page 1 EXHIBIT B SCHEDULE OF BILLING RATES Penco Engineering, Inc. Page B-1 Exhibit B Fees - Amendment #1 Tasks 21 through 23.................................................................................. Time & Materials, estimated at $17,175 Expenses 425 Total $17,600 The following table provides the estimated hours of work allocated for each project tasks. Assessment Project Tasks Engineer Engineer $225/hr Hours $140/hr Hours Senior Design Engineer $125/hr Hours Design Admin Engineer Assistant $85/ $115/hr Hours hr Hours Total Total Estimated Estimated Hours Fee Task 21: Additional replacement ballots. Task 22: Second cash collection period, Task 23: Answer questions first cash collection period. Expense M r \ 10 ,Qi..rcr.nK, h. Page 1 I „w.�- N PROFESSIONAL SERVICES AGREEMENT WITH PENCO ENGINEERING, INC. FOR U AD 117 ENGINEERING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 3rd day of September, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PENCO ENGINEERING, INC., a California corporation ("Consultant"), whose address is 16842 Von Karman Avenue, Suite 150, Irvine, California 92606, 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. On May 7, 2014, the City and Consultant entered into that certain On-Call Professional Services Agreement for assessment engineering services. Pursuant to this agreement, Consultant provided limited assessment engineering services for the proposed Assessment District 117 in the amount of$35,496.00. C. City desires to engage Consultant to provide additional engineering services for Assessment District 117 ("Project") as set forth in this Agreement. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. E. 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 June 30, 2016, 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 Eighty Five Thousand Eight Hundred Eighty Dollars and 00/100 ($85,880.00), 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. 4.2 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. Penco Engineering, Inc. Page 2 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. 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 Jeffrey M. Cooper 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 Penco Engineering, Inc. Page 3 standards. 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. 8.2 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. 8.3 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, 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 under this Agreement or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or 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. 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, active 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 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. No Penco Engineering, Inc. Page 4 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 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 Penco Engineering, Inc. Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-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. 17.3 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; Penco Engineering, Inc. Page 6 (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 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 the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 17.4 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As-Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. OPINION OF COST Any opinion of the construction cost prepared by consultant represents the consultant's 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 consultant or contractor bids or actual cost to City. 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 expressly authorizes in writing the release of information. 20. 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. 21. 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, Penco Engineering, Inc. Page 7 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. 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 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 Section 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 25.1 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. 25.2 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. Penco Engineering, Inc. Page 8 26. NOTICES 26.1 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. 26.2 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 26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Jeffrey M. Cooper Penco Engineering, Inc. 16842 Von Karman Avenue, Suite 150 Irvine, CA 92606 27. 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.). 28. TERMINATION 28.1 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 Penco Engineering, Inc. Page 9 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. 28.2 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. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 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. 29.3 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. 29.4 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. 29.5 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. 29.6 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. 29.7 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. Penco Engineering, Inc. Page 10 29.8 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. 29.9 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, State of California. 29.10 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 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. 29.12 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] Penco Engineering, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY AT RNE 'S FFICE Date: By:'A \/VL— Aaron C. Harp LAM ovjzsh�- City Attorney CITY OF NEWPORT BEACH, a California municipal corporation Date: c1�lr�IS By: Dave i City Manager ATTEST:I CONSULTANT: Penco Engineering, Inc., Date: a California co oration Date: '0 By: By:, Leilani I. Brown ' eorg A. Jurica, P.E. City Clerk F j President Date: 210 1 By: Jeffrey. Cooper, .E. Vice Pr sident [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Penco Engineering, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Penco Engineering, Inc. Page A-1 Exhibit A 6. Scope of Work SCOPE OF WORK Project Description-The ENGINEER shall complete the following Scope of Work; commencing at the point at which sufficient petitions requesting the formation of Utility Undergrounding Assessment District No. 117(boundary attached) have been received by the City, and concluding with the close of the public hearing and confirmation of the assessment district. This includes any required amendments to the Engineer's Report, plus a review of the Preliminary and Final Official Statements.The following tasks are required to complete the assessment district formation. Scope of Services 1. Assist bond attorney and City staff in establishing a project schedule. 2. Attend utility coordination meetings on an as-needed basis. Coordinate between City and property owners as required (assume 3 meetings). 3. Prepare Boundary Map of assessment district. 4. Prepare Preliminary Engineer's Report, which will include the following: 1931 Act information and tables Plans and specifications(by reference) Description of works of improvement Preliminary and Final estimate of costs with and without ITCC(Income Tax Component of Contribution) Assessment diagram Method of assessment spread Assessment roll with preliminary assessments. Right-of-Way Certificate (executed by Superintendent of Streets) Certification of Completion (executed by Director of Public Works) S. File Preliminary Engineer's Report with Superintendent of Streets. 6. Attend City Council meeting at which Resolution of Intention is adopted, Preliminary Engineer's Report is approved, and Public Hearing is set.Answer questions as necessary. 7. Prepare boundary map for recordation at Orange County Recorder's Office. 8. Print and mail Resolution of Intention, preliminary assessment amount, and time and place of Public Hearing to each assessed property owner of record, as required by 1913 Act proceedings(contents of notice will be provided by bond counsel). Prepare written declaration that this has been done. 9. Prepare Amended Engineer's Report in which the confirmed assessment spread is based on final approved estimate of fees to be financed, including incidental costs and financing costs. 10. File Amended/Confirmed Engineers Report with the Superintendent of Streets. 11. Attend property owner information meeting(s)to discuss preliminary assessments. 12. Attend Public Meeting and Public Hearing, at City Council meetings and make presentations as required.There may be up to five{5}public information meetings due to the size of this district. 13. Count ballots received and enter the results, by financial obligation,to determine the percentage protest.The ballots are weighed by"financial obligation"or by the amount of the property's assessment. All ballots must be Page 1 Scope of Work Continued... returned prior to the close of the public hearing. Result of tabulation may be continued to the next City Council Meeting. 14. Make revisions to Engineer's Report as ordered by the City Council. 15. Print and mail confirmed assessment amount and Notice of Assessment to each assessed property owner of record within the assessment district. Prepare written declaration that this has been done. Notice of Assessment must clearly indicate payment options available, 1st bond issue amount, 2nd bond issue amount, and ITCC portion. 16. Prepare Assessment Diagram, Notice of Assessment, and list of assessed property owner names for recordation at Orange County Recorder's Office. 17. Review Preliminary and Final Official Statements. 18, Staff Meetings, project administration, and coordination with City staff, bond counsel,financial advisor, bond underwriter, appraiser, and other project consultants(assume 3 staff meeting in addition to the meetings described above).This item shall include answering questions and providing information to property owners, project proponents, community association representatives, etc. 19. Prepare Engineer's Estimate of Proposed Underground Systems for SCE,AT&T and CAN facilities. Break down the cost into bid items including but not limited to: hand hold boxes,vaults, vents, steel poles,conduit, dewatering, trenching and pavement restoration. 20. Assist City Staff with inquiries from residents including but not limited to: phone calls, emails, web requests, letters and meetings regarding the status, and procedures of Assessment District proceedings. (Assume 5 hours a week for two month minimum.) Exclusions The following items of work are not included within the above Scope of Services: 1. Right-of-way services. 2. Post-public hearing services(except as noted) including debt service (amortization) schedules and placing assessment on tax roll. 3. Property valuation and tax delinquency information. 4.Advertising of notices in newspaper. 5. Preparation of improvement plans, specification and bid documents. Services,Information and/or Fees to be Provided by Others In preparing the above Scope of Work, it is understood that the following services, information and/or fees will be supplied by the City or other consultants. 1. Utilities construction cost estimates. 2. Up-to-date maps, records, plans,etc. that pertain to this project. 3. Postage and public agency letterhead and envelopes for property owner mailings. 4. Posting notices on property. 5. Right-of-entry onto private property, as required. 6. Other consultants(including property appraiser) whose services required to complete the assessment district formations. 7. Preparation of Certificate of Sufficiency of Petition. S. Preparation and execution of Notice of Exemption. Page 2 I M �.�.�,.�... r Scope of Work Continued... I AVOCADO AVENUE i rm ♦ .ee zaxl T u e a I_ ACACIA AVENUE I ACACIA ___AVENUE a m. am 4 a � s,A nxm4 ? - m.$ $ n '� O $ $ $ $ » a $ a c $ $ s $ 1 m o a 0 a i BEGONIA AVENUE m y BEGONIA AVENUE la, r All1t�'ilrl In IAIIrlxihl: a & Fal¢I€ S Y �` $$ $ $. Fv $ m $8 $ $ $ ♦♦ tAA 1 ��R 11)Il�h�i IIII�ApI�( 6 a ¢ a ¢€' c C $ �F \I r1� } AFI h AI +Il til I FI' o E a a a vx ♦ ti�111 r11 r,'Ir,1 r,k +r(, r' �. ¢ n $ § $ 2 2 — m BEGONIA PARK �—��cARTLfISN AVENUE--_--I n )Iilh�Ihh $I axe m I�n��,ppy sl '^w A OLD-- m II J BOUNDARY PROPOSED S II IJI� ASSESSMENTT PAIRK DISTRICT PARK /a 6WLIF FVEXYE MMLM AVENUE d' 6 PROPOSED ASSESSEMENT DISTRICT NO.117 (FINAL) AREA BOUNDED BY BAYSIDE DR.,AVOCADO AVENUE,COAST HWY.,AND CARNATION AVENUE. 0 POLES TO BE REMOVED DISTANCE: 6,600 L.F. O POLES TO REMAIN IN PLACE PARCELS: 214 �— GUY WIRE TO BE REMOVED OVERHEAD LINES TO BE REMOVED OVERHEAD LINES TO REMAIN IN PLACE EXHIBIT'A Page 3 EXHIBIT B SCHEDULE OF BILLING RATES Penco Engineering, Inc. Page B-1 Exhibit B ESTIMATED FEES - Based on our understanding of the services required, our estimated fees for the Scope of Work identified in our proposal and shown below are based on a time -spent basis in accordance with the hourly rates identified in our on-call contract. Those same rates are attached. Tasks 1 through 13.................................................................................. Time & Materials, estimated at $46,000 Tasks 14 through 18.................................................................................. Time & Materials, estimated at $18,740 Tasks 19 through 20.................................................................................. Time & Materials, estimated at $18,640 Expenses $2,500 Total $85,880 These fees are based on the Formation Proceedings being completed in calendar year 2015 or 2016. The following tables provide the estimated hours of work allocated for each project tasks. Tasks Engineer $225/hr Project Engineer $140/hr Senior DesignAssessment Engineer Design $115/hr Admin $85/hr Estimated Estimated Task 1: Assist bond attorney & City staff establishing a Hours 2 Hours0 Hours 0 0 Hours 0 2 $450 schedule. Task 2: Attend utility coordination meetings as needed, 16 0 0 0 0 16 $3,600 coordinate with City and owners as required. (Up to 3.) Task 3: Prepare boundary map. 2 2 2 32 0 38 $4,660 Task 4: Prepare Preliminary Engineer's Report, 24 12 12 8 4 60 $9,840 Task 5: File Preliminary Engineer's Report with 2 2 0 0 2 6 $900 Superintendent of Streets. Task 6: Attend City Council meeting and answer 4 0 0 0 0 4 $900 questions. Task 7: Prepare boundary map for recordation at OC 0 0 4 0 4 8 $840 Recorder's Office. Task 8: Print and mail Resolution of Intention, preliminary assessment amount and time/place 8 0 24 8 8 48 $6400 Of public hearing as per 1913 Act. Prepare written declaration this has been done. Task 9: Prepare Amended Engineer's Report. 4 0 8 0 4 16 $2,240 Task 10: File Amended/Confirmed Engineer's Report 2 2 0 0 2 6 $900 with Superintendent of Streets. Task 11: Attend property owner info meeting(s). 20 8 0 0 4 32 $5,960 Task 12: Attend public meeting and public hearing, at City Council meetings and make presentations as 24 0 6 0 4 34 $6,490 required. (Up to 5.) Task 13: Count ballots received and enter the results by 4 0 8 8 0 20 $2,820 financial obligation to determine percentage protest. Task 14: Make revisions to Engineer's Report as ordered 4 0 8 0 4 16 $2,240 by City Council. Task 15: Print and mail confirmed assessment amount and Notice of Assessment to each assessed property 12 0 32 8 8 60eclaration $8,300 owner of record. Prepare written d this has been done. Task 16: Prepare Assessment Diagram, Notice of Assessment and list of assessed property owner names 4 0 8 0 0 12 $1,900 for recordation at OC Recorder's Office. Task 17: Review Preliminary and Final Official 4 0 0 0 0 4 $900 Statements. Task 18: Staff meetings, project administration and coordination with City staff, bond counsel, financial 24 0 0 0 0 24 $5,400 advisor, bond underwriter, appraiser and other project consultants. (Up to 3.) Task 19: Prepare Engineer's Estimate of Proposed g 60 0 20 4 92 $12,840 Underground Systems. Task 20: Assist City Staff with inquiries from residents. g 0 32 0 Q 40 $5.800 Miscellaneous Expense $2.500 Total $85,880 Page 1 Firm's Billable Rates FEE SCHEDULE PERSONNEL HOURLY RATE Asssessment Engineer $225.00 Principal $195.00 Engineering Manager $175.00 Senior Project Manager $175.00 Project Manager $160.00 Survey Mapping Manager $155.00 Senior Project Engineer $150.00 Project Engineer $140.00 Senior Design Engineer $125.00 Design Engineer $115.00 Associate Engineer $95.00 Engineering Technician $85.00 Project Assistant $85.00 Processor $95.00 Senior Project Surveyor $148.00 Project Surveyor $125.00 Senior Survey Technician $105.00 Survey Technician $85.00 3 -Man Survey Crew $240.00 2 -Man Survey Crew $210.00 2 -Man Survey Crew w/ GPS $245.00 1 -Man Survey Crew $165.00 REIMBURSABLE COSTS Reproductions; deliveries; travel; meals and lodging; facsimiles; models, renderings and photos; Mylars; and CDs, not included in scope of work. • All reimbursable costs shall be billed at cost plus 15% • Mileage shall be billed at $0.555 / mile (office staff only) Page 2 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. Penco Engineering, 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. Penco Engineering, 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 Penco Engineering, Inc. Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Penco Engineering, Inc. Page C-4