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HomeMy WebLinkAboutC-7731-1 - PSA for Ford Road Wastewater Pump Station Abandonment and Eastfluff Sewage Pumping Station Demolition Engineering Servicess AMENDMENT NO. THREE TO r' PROFESSIONAL SERVICES AGREEMENT r WITH SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES FOR U FORD ROAD WASTEWATER PUMP STATION IMPROVEMENT PROJECT ENGINEERING SERVICES THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 8TH day of August, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation ("Consultant"), whose address is 2552 White Road, Suite B, Irvine, CA 92614, and is made with reference to the following: RECITALS A. On January 7, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide complete engineering design services for the Ford Road wastewater pump station abandonment and Eastbluff sewage pumping station demolition projects ("Project"). B. On November 16, 2021, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to update the title of the project to "Ford Road Wastewater Pump Station Improvement Project Engineering Services," to redefine the Project to "Ford Road wastewater pump station improvement project," to reflect additional services not previously included in the Agreement, to extend the term of the Agreement to June 30, 2024, and to increase the total compensation. C. On September 26, 2022, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, update the Schedule of Billing Rates, and to amend the insurance requirements. D. The parties desire to enter into this Amendment No. Three to reflect additional Services not included in the Agreement, as amended, and to increase the total compensation. 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 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. 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. Exhibit B to the Agreement, Exhibit B to Amendment No. One, Exhibit B to Amendment No. Two, and Exhibit B to 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 Ninety Five Thousand Six Hundred Thirty Two Dollars and 00/100 ($195,632.00), 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 Six Thousand, Six Hundred and Ten Dollars and 00/100 ($6,610.00). 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] Socal Walden, Inc. dba Walden & Associates 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 ATTORNEY'S OFFICE Date: �/ By:19�A. A n . Harp City Attorney ATTEST: Date: ta 242-3 :. City Clerk i '%\ORN%F'A' Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: 1* `7,oZ 3 By: Gra Leung Ci anager CONSULTANT: SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation Date: Signed in Counterpart By: David L. Bacon Chief Executive Officer Date: Signed in Counterpart Jeff Walden Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Socal Walden, Inc. dba Walden & Associates 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 ATTORNEY'S OFFICE Date: �>/!,/23 By: A, (LJ (�� -I A n . Harp -- - City Attorney 8�a/3 ATTEST: Date: In Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: Bv: Grace K. Leung City Manager CONSULTANT: SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation Date: 7' ZoZ 5 By: Z avid L. Bacon Chief Executive Officer Date: Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Socal Walden, Inc. dba Walden & Associates Page 3 EXHIBIT A SCOPE OF SERVICES Socal Walden, Inc. dba Walden & Associates Page A-1 EXHIBIT A SCOPE OF SERVICES This Amendment No. Three consists of additional work to finish the plans, specifications, and estimate ("PS&E"). Task 13.2 — Design for New Well & Appurtenances Under this task, Consultant will revise the plans to reflect the requested changes by the City, as required to finalize the plans and specifications. (Task 13.1 omitted due to typographical error in Amendment 2 wherein task was misidentified as Task 14.1) Task 14.2 — Project Management and Coordination Under this task, Consultant will continue management and will coordinate with the City revise the plans to reflect the requested changes by the City, as required to finalize the plans and specifications. (Task 14.1 omitted due to typographical error in Amendment 2 wherein task was misidentified) EXHIBIT B SCHEDULE OF BILLING RATES Socal Walden, Inc. dba Walden & Associates Page B-1 EXHIBIT B BILLING RATES Amendment No. Three Task 13.2: $5,720.00 Amendment No. Three Task 14.2: $890.00 Total Additional Not -to -Exceed: $6,610.00 s AMENDMENT NO. TWO TO r PROFESSIONAL SERVICES AGREEMENT f-` WITH SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES FOR v FORD ROAD WASTEWATER PUMP STATION IMPROVEMENT PROJECT ENGINEERING SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 26th day of September, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation ("Consultant"), whose address is 2552 White Road, Suite B, Irvine, CA 92614, and is made with reference to the following: RECITALS A. On January 7, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide complete engineering design services for the Ford Road wastewater pump station abandonment and Eastbluff sewage pumping station demolition projects ("Project"). B. On November 16t", 2021, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to update the title of the project to "Ford Road Wastewater Pump Station Improvement Project Engineering Services," to redefine the Project to "Ford Road wastewater pump station improvement project," to reflect additional services not included in the Agreement, to extend the term of the Agreement to June 30, 2024, and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, update the Schedule of Billing Rates, and to amend the Insurance requirements. 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 Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to this Amendment No. One, and Exhibit A to 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. 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." 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 Eighty Nine Thousand Ninety Twenty Two Dollars and 001100 ($189,022.00), 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 Fourteen Thousand One Hundred Dollars and 00/100 ($14,100.00). 3. INSURANCE Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in the Agreement shall hereafter refer to Exhibit C attached hereto. 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] Socal Walden, Inc. dba Walden & Associates 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 ATTOR EY' OFFICE Date: i�2,e-- CITY OF NEWPORT BEACH, a Californi m nicipal corporation Date: By., By: aro C. Ff rp Lti Gr c Leung Ci Attorne t�'� C Manager ATTEST: l ' �� ��Z Date: I City Clerk CONSULTANT: Socal Walden, Inc. dba Walden & Associates, a California corporation Date: Signed in Counterpart By: David L. Bacon Chief Executive Officer Date: Signed in Counterpart Jeff Walden Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Socal Walden, Inc. dba Walden & Associates 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 ATTOR IEY' OFFICE Date: 9 2d vL y: r C. rp Ci Attorney ATTEST: Date- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 93 Grace K. Leung City Manager CONSULTANT: Socal Walden, Inc. dba Walden & Associates, a California corporation f1/Zp Date: By: David L. Bacon Chief Executive cer Date: 16 /3' /Zo By. �----r Iden ec etary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements -------------- Socal Walden, Inc. dba Walden & Associates Page 3 EXHIBIT SCOPE OF SERVICES Socal Walden, Inc. dba Walden & Associates Page A-1 EXHIBIT A SCOPE OF SERVICES This Amendment No. Two consists of additional work to finish the plans, specifications, and estimate ("PS&E"). Task 14.1 — Deslan for New Well & Appurtenances Under this task, Consultant will revise the plans to reflect the requested changes by the City, which includes preparing additional calculations, reducing the volume of the wet well, additional mechanical components and other incidentals as required to finalize the plans. Additionally, we will modify the specifications and cost estimates as required for the new work. EXHIBIT B SCHEDULE OF BILLIIV� "�T E� Socal Walden, Inc. dba Walden & Associates Page B-1 EXHIBIT B BILLING RATES Task 14.1: $14,100 Not -to -Exceed Lump Sum Fee 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 City Council, boards and commissions, officers, agents, volunteers and employees. 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. Socal Walden, Inc. dba Walden & Associates 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 City Council, boards and commissions, officers, agents, volunteers and employees 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, its City Council, boards and commissions, officers, agents, volunteers and employees 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 Aqreements 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. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Socal Walden, Inc. dba Walden & Associates Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 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. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. 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. E. 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. F. 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- Socal Walden, Inc. dba Walden & Associates Page C-3 insurance will not be considered to comply with these requirements unless approved by City. G. 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. H. 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, 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. 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. Socal Walden, Inc. dba Walden & Associates Page C-4 Llrrem�y n �,ornPlian,— I f AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT V WITH SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES FOR FORD ROAD WASTEWATER PUMP STATION IMPROVEMENT PROJECT ENGINEERING SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 16th day of November, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation ("Consultant"), whose address is 2552 White Road, Suite B, Irvine, California 92614, and is made with reference to the following: RECITALS A. On January 7, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide complete engineering design services for the Ford Road wastewater pump station abandonment and Eastbluff sewage pumping station demolition projects ("Project"). B. The parties desire to enter into this Amendment No. One to update the title of the Project, to redefine the Project, to reflect additional Services not included in the Agreement, to extend the term of the Agreement to June 30, 2024 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TITLE The Title of the Agreement is amended in its entirety and replaced with the following: "FORD ROAD WASTEWATER PUMP STATION IMPROVEMENT PROJECT ENGINEERING SERVICES." 2. PROJECT The definition of "Project" is amended in its entirety and is replaced with the following: "Ford Road wastewater pump station improvement project." 3. 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, 2024, unless terminated earlier as set forth herein." 4. 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. 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. 5. 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 One Hundred Seventy Four Thousand Nine Hundred Twenty Two Dollars and 00/100 ($174,922.00), 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 Sixty Nine Thousand Four Hundred Seventy Seven Dollars and 00/100 ($69,477.00). 6. 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] Socal Walden, Inc. DBA Walden & Associates 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 ATTORNEY'S OFFICE Date: i///3zZ-/ *ron a/✓y orn ATTEST: Date: City Clerk PORT {gL�FO�/ CITY OF NEWPORT BEACH, a California municipal corporation Date: t 1 D Z 1 By: Brad May r CONSULTANT: Socal Walden, Inc. DBA Walden & Associates, a California corporation Date: By: Signed in Counterpart David L. Bacon Chief Executive Officer Date: Signed in Counterpart By: Jeff Walden Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Socal Walden, Inc. DBA Walden & Associates 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: CITY ATTORNEY'S OFFICE Date: i//3�2/ By: A on C. rp uM V,10414ity Atto e ATTEST: Date: On Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Brad Avery Mayor CONSULTANT: Socal Walden, Inc. DBA Walden & ssociates, a California corporation Date: Y David L. Bacon Chief Executive Officer Date: By: J e t [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Socal Walden, Inc. DBA Walden & Associates Page 3 EXHIBIT A SCOPE OF SERVICES FORD ROAD WASTEWATER PUMP STATION IMPROVEMENT PROJECT This Amendment No. One consists of additional work to provide plans, specifications and an estimate ("PS&E") to remove and replace the existing wet well and appurtenances and add a standby generator and its appurtenances within the general location of the existing complex. The original scope of work consisted of installing a gravity sewer main and abandon the station. However, during the submittal process the City decided to keep the station in operation and improve the wet well and add a generator per the City's 2009 Sewer Master Plan. Task 12: Conceptual Plan — New Wet Well Under this task, Consultant and its subconsultant will provide conceptual plans as directed by the City to review, before proceeding to final PS&E. Task 13: Design Plans — New Wet Well and Appurtenances Under this task, Consultant and its subconsultants will provide PS&E as directed by the City for the removal and placement of the wet well and appurtenances and add a standby generator and its appurtenances. This task will include all necessary civil, mechanical and electrical plans, notes and details for construction purposes. This task will also include additional topo pick-up, preparation of the legal description and sketch for the proposed standby generator, project specific technical specifications and engineer's opinion of probable construction costs. Task 14 — Project Management and Coordination Under this task, Consultant will provide project management and coordination with the City and subconsultant as required to finalize the plans. Socal Walden, Inc. DBA Walden & Associates Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES FORD WASTEWATER PUMP STATION IMPROVEMENT PROJECT Additional (New) Tasks 12 — 14: $69,477 Not -To -Exceed Lump Sum Fee Socal Walden, Inc. DBA Walden & Associates Page B-1 Z O Q H N a 2 D a W H Q W H Q a O O LL A r _ d E _ G Q Y toP- m O [-- O co r - tY/l u") d' _ OM R U w N co CO O co O Nd r W 0 M O O O O O x �It - O � I� R ;ue;lnsuoo-qnS co- v O JoAanjnS Play o o N L LO jo�(anjnS o 0 0 N JeeulBug u6lsaa CN EA Jaaul6u3 CD LO ;Oafojd 0 o0 0 00 (04 L o joBeueW ;OafOJd CN ° N ER L CD rn led'Oul-ld v v 00 to H _ N O O O cOj � O C (6 z Z_ L, � C .0 C O - W Q Z C:p C7 a> m U W —_ m 3 C7 m a> _co c 0 UJ o 3 m Z c a o ca g n U c N C O .� U) O ' ol U D d � Q H 1 C'n C� �- PROFESSIONAL SERVICES AGREEMENT WITH SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES FOR U FORD ROAD WASTEWATER PUMP STATION ABANDONMENT AND EASTBLUFF SEWAGE PUMPING STATION DEMOLITION ENGINEERING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 7th day of January, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SOCAL WALDEN, INC. DBA WALDEN & ASSOCIATES, a California corporation ("Consultant'), whose address is 2552 White Road, Suite B, Irvine, California 92614, 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 provide complete engineering design services for the Ford Road wastewater pump station abandonment and Eastbluff sewage pumping station demolition projects ("Projects"). 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, 2022, 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 Projects, 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 One Hundred Five Thousand Four Hundred Forty Five Dollars and 00/100 ($105,445.00), 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. Socal Walden, Inc. DBA Walden & Associates 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 Projects, 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 Projects. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated David Bacon 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 Projects 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 Projects 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 Projects 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 community professional standards and with the ordinary degree of skill and care that would be used by other reasonably Socal Walden, Inc. DBA Walden & Associates Page 3 competent practitioners of the same discipline under similar circumstances. 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 legally recognized professional standards. 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'), and which 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 Socal Walden, Inc. DBA Walden & Associates Page 4 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 Projects. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Projects direction with City's Project Administrator in advance of all critical decision points in order to ensure the Projects proceed 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 Projects, 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 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. Socal Walden, Inc. DBA Walden & Associates Page 5 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on the Projects 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; (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 the Projects, for the completion of the Projects by others, or for any other Projects, 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 Socal Walden, Inc. DBA Walden & Associates Page 6 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 Projects. 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, 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 Socal Walden, Inc. DBA Walden & Associates Page 7 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 Projects. 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") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. 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 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 Socal Walden, Inc. DBA Walden & Associates Page 8 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: 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: David L. Bacon Socal Walden, Inc. DBA Walden & Associates 2552 White Road, Suite B Irvine, CA 92614 27. CLAIMS 27.1 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.). 27.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). Socal Walden, Inc. DBA Walden & Associates Page 9 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 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. PREVAILING WAGES 29.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement by the Consultant and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Consultant is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Consultant or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 29.2 Unless otherwise exempt by law, Consultant warrants that no contractor or subcontractor was listed on the bid proposal for the Services that it is not currently registered and qualified to perform public work. Consultant further warrants that it is currently registered and qualified to perform "public work" pursuant to California Labor Code section 1725.5 or any successor statute thereto and that no contractor or subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work. Socal Walden, Inc. DBA Walden & Associates Page 10 30. STANDARD PROVISIONS 30.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 30.2 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. 30.3 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. 30.4 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. 30.5 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. 30.6 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. 30.7 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. 30.8 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. 30.9 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. 30.10 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, Socal Walden, Inc. DBA Walden & Associates Page 11 ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 30.11 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. 30.12 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] Socal Walden, Inc. DBA Walden & Associates Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: &tZo By: %r Aaron C. Harp UM mt oj1% City Attorney ATTEST: Date:�✓� P Leilani 1. Brown r City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date:_ _ t / 10 /yo 2-0 By: Grac <. eung City ager CONSULTANT: Socal Walden, Inc. DBA Walden & Associates, a California corporation Date: Signed in Counterpart By: David L. Bacon Chief Executive Officer Date: Signed in Counterpart Jeff Walden Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Socal Walden, Inc. DBA Walden & Associates Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: W10 By: X=Z=en=�� Izv- Aaron C. Harp O" %J -110I19 City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager CONSULTANT: Socal Walden, Inc. DBA Walden & Associates, a California corporation Date: ///40/400 T By. Davig bacon Chief Executive fficer Date: l -/eo- ZaZp By: Jd den Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Socal Walden, Inc. DBA Walden & Associates Page 13 I /"1:11=311 SCOPE OF SERVICES Socal Walden, Inc. DBA Walden & Associates Page A-1 NAk PROJECT UNDERSTANDING AND APPROACH PROJECT UNDERSTANDING The City of Newport Beach (City) desires to demolish two existing sewer pump stations. First is to divert flows from the Ford Road Pump Station to an Irvine Ranch Water District (IRWD) 8 -inch sewer in Bonita Canyon Road, approximately 300 -lineal feet from an existing City manhole in Ford Road. After the successful transfer of flow the Ford Road Pump Station and appurtenances will be abandoned and demolished below ground level and the area will be regraded and landscaped. The second is to demolish the previously abandoned Eastbluff Sewage Pumping Station located near the southwest corner of Jamboree Road and University Drive below ground and regraded and landscape the affected area. In general, this project consists of constructing a new 8 -inch sewer across the St. Matthews Church parking lot from an existing City 8 -inch sewer to an existing IRWD 8 -inch sewer and demolishing two sewer pump stations and appurtenances including reconstructing concrete curb and gutter, sidewalk, retaining wall and then regrade and landscape the project areas. PROJECT APPROACH Walden & Associates (W&A) has reviewed the City of Newport Beach's (City) RFP and subsequent email on August 1, additionally W&A has researched the City's database for other pertinent data to the scope of work. W&A will coordinate and manage the design team including Kobzeff & Associates as our Landscape Architect and DMI as our Aerial Topographer. W&A will provide civil engineering and surveying services for the development of the gravity sewer improvement and pump stations demolition plans ensuring proper drainage is maintained. W&A will assign David L. Bacon who has worked with the City on numerous projects as the Project Manager and Principal -in -charge ensuring the City is provided the necessary support and staffing to deliver the project on schedule and within budget. His experience is described further in Sections 3 of this proposal. Section 3 also provides background on the experience of our subconsultants. The design team will start by attending the kick-off meeting with the City to discuss ideas and strategize about the approach and potential alternatives that the team should explore. After the kick-off meeting W&A will start the research, utility coordination and survey including the aerial mapping and then proceed with the PS&E. Page 1 of 19 Vik PROJECT SCOPE TASK 1: RESEARCH AND DATA COLLECTION Immediately upon receipt of Notice to Proceed, Walden & Associates will research the City's database and download available record drawings and other data pertinent to the scope of work. TASK 2: UTILITY COORDINATION Preliminary research of utilities has shown existing water, gas, sewer, storm drain, electrical and telecommunication lines are located within the project vicinity. It is understood City staff will provide forms for the first and second utility requests to Walden & Associates. Once received Walden & Associates will contact and request all utilities within the project limits. If necessary, Walden & Associates will send out utility verification and/or relocation notices after the 95% submittal to the City. The final design plans will be compatible with all utilities in the project areas and all utility adjustments and relocations will be shown on the Plans and included in the Special Provisions and Estimates. TASK 3: FIELD DESIGN SURVEY Through our sub -consultant DMI, aerial topographic mapping will be performed to produce a planimetric map of existing surface features including 1.0 -foot contours of the affected areas at a 1" = 20' scale which will be used as the basis for the field survey task. Walden & Associates will then obtain ground specific field locations and elevations within the defined project limits. Said areas shall include the existing pump stations and appurtenances, walls, fences, roadways, walkways, curb and gutters, visible utilities, and finish pavement surfaces. Walden & Associates will prepare a detailed Topographic Survey Map based on the ground locations and elevations within the defined mapping limits in accordance with the City's requirements for the project specified area. Survey shots will include manhole rims and inverts, gutter lip, gutter flow line, top of curb, front and back of walks, etc. All topographic features such as water valves, manholes, streetlights, trees, traffic and utility vaults and pull boxes, etc. will be included. The Basis of Bearings and Benchmark shall be consistent with Orange County Survey Horizontal Controls and the North American Vertical Datum 1988, respectively. TASK 4: BASE MAPPING Utilizing the topographic survey prepared above, Walden & Associates will prepare base maps at a scale of 1" = 20' in AutoCAD (Civil 3D 2015), which will include dimensions, street names, north arrow, scale, street centerline, right-of-way, and stationing. Upon completion of base map preparation, Walden & Associates will perform a comprehensive field review to confirm completeness/accuracy of the topographic survey and note existing conditions that may be missing or affect the design and other construction challenges and collect a photo -document log of the project area. From the data collected during Walden & Associates field review, the project's base mapping will be updated as needed. TASK 5: IMPROVEMENT PLANS Using the Base Mapping prepared above, we will prepare sewer improvement and demolitions plans, including notes, details and sections. This will be plan and profile at a scale of 1" = 20' and will include limits of removal and replacement of pavement, curb and gutter and sidewalk as necessary. Based on review of the project limits and scope of work, the following is the anticipated plan sheet count One (1) Title Sheet Two (2) Construction Notes and Detail Sheets Three (3) Sewer Improvement Plan and/or Profile Sheets (at 1"=20' scale horizontal and 1"=2' or 4' vertical) Two (2) Station Demolition Sheets (at 1"=20" scale) Two (2) Landscape and Irrigation Sheets (at V=10' scale) Total = Ten (10) sheets Page 2 of 19 4"k PROJECT SCOPE TASK 5: IMPROVEMENT PLANS (cont.) A brief description of each plan and submittal component is as follows: TITLE SHEET Will use the City's standard title sheet and will include a location map, sheet index, general notes and add the basis of bearing and benchmark. Utility contact info and other City requested items will be added as needed. CONSTRUCTION NOTES AND DETAIL SHEETS Will be prepared on City standard title block and will include General project notes; a master list of construction notes construction details will be prepared for all work items that cannot be built by a standard plan or do not have adequate space on the plan and profile sheet and details will be included to depict the proposed improvements and demolition. SEWER IMPROVEMENT PLAN AND/OR PROFILE SHEETS Sewer improvement plan and/or profile sheets will be prepared for the entire project limits. Finish surface above the sewer pipe centerline and sewer pipe along with any existing utilities will be shown in the profile. STATION DEMOLITION SHEETS Prepare Demolition Plans in conjunction with the Sewer Improvement Plans above. This will show the removal of existing improvements and facilities (i.e. structures, walls, landscape, hardscape, utilities, etc.). The basis of this plan will be the Base Mapping above. QA/QC REVIEWS Prior to all milestone submittals for City plan check review, an in-house team, led by Walden & Associates' Principal David Bacon, will perform a thorough review of said documents to confirm their quality, clarity, constructability and that all the project's intents are being met. Deliverables are prepared in accordance with engineering practices that address required standards and details. CONSTRUCTION DOCUMENT PROCESSING After receiving the City's and IRWD's plan check comments on the 50% and 95% PS&E submittals. All comments from the previous submittal will be addressed before the next submittal. The Final PS&E will be provided to the City and IRWD for signatures, along with specifications and construction cost estimate. TASK 6: LANDSCAPE AND IRRIGATION SHEETS Through our subconsultant Kobzeff & Associates, Landscaping and Irrigation Plans will be prepared for the finish graded slope at the Eastbluff Station and the finish graded area at the Ford Road Station. The landscaping will blend with the existing conditions within the project limits. These plans will include the necessary details and notes and will be prepared per City requirements. TASK 7: SPECIAL PROVISIONS Prepare technical specifications based upon the boiler plate supplied by the City. Described bid items required by the plans or otherwise needed to accomplish the project construction in the General Provisions and include them in the Contractor's bid list. Reference Special Provisions to Specifications including the SSPWC Greenbook (latest edition, including supplements), the City of Newport Beach Design Criteria, Standard Special Provisions & Standard Drawings (2015 Edition) and the Irvine Ranch Water District (latest edition) or other appropriate specifications. Within the specifications, we will address those sections that require amendment, elaboration or specifying options in order to address the project Page 3 of 19 VA PROJECT SCOPE specific construction, including but not limited to: TASK 7: SPECIAL PROVISIONS (cont.) Obtaining all necessary permits and proper disposal of all removed material, including soils Providing import material to fill voids resulting from abandoned or removed structures Abandoning and or removing pipes and structures and appurtenances within specified limits Plugging abandon pipes with Class B-2 concrete Abandoning manholes and structures. Filling abandoned manhole with controlled low strength material (CLSM) Coordination with the City for salvageable electrical and mechanical equipment Disposable of remaining unsalvageable equipment Coordination with IRWD Removing residual sewage in pipeline • Street construction • Construction schedule Traffic control Surveying The special provisions will be in Microsoft Word format. TASK 8: COST ESTIMATE A detailed Engineer's Opinion of Probable Construction Costs will be developed, in accordance with City's requirements, for the 50%, 95% and Final submittals to the City. The estimates will incorporate recent relevant bid prices and will reflect the most recent trends in construction pricing. We will make every effort to avoid lump sum items, but when necessary, sufficient backup information to justify the cost will be provided. Quantity calculation back-up will be submitted with the cost estimate. The construction cost estimate will be in Microsoft Excel format. TASK 9: EASEMENT AND VACATION Prepare legal descriptions and accompanying sketches for the proposed 10 -foot wide public sewer line easement and vacation for the demolished stations. These will be submitted to the City for review and preparation of subsequent documents for execution. Easement across the St. Matthews Church and/or Newport Coast Child Development Pre School properties for the new sewer main. Vacate the easement at the Eastbluff pump station to APN 934-610-06 Harbor View Knolls Association Vacate the easement at the Ford Road pump station to 3044 Carob Street Illf-M.6113 Project Manager David Bacon will manage the project administration for the duration of the contract and implement the following documentation tools: Coordinate with the City' s Project Manager for team meeting agenda and minutes Directions will be documented in writing and distributed to City and team members Detailed monthly invoices broken down by task, staff hours and hourly rates, in accordance with City's requirements Page 4 of 19 V* PROJECT SCOPE TASK 10:PROGRESS MEETINGS (cont.) Provide coordination with City staff and other stakeholders for the work stated herein. This encompasses conducting meetings, providing necessary meeting minutes, conference calls and email correspondence. All meetings will be held at City Hall and Walden & Associates will prepare all meeting minutes. The project schedule will be reviewed and refined at each meeting (as needed). The following meetings are anticipated: Kick-off Meeting Up to three (3) Design Meetings • Project Submittal meetings Pre -construction meeting TASK 11:1CONSTRUCTION PHASE SERVICES BID ASSISTANCE Provide services during the bid stage by responding in writing to Contractor's questions. It is understood that the City will receive all questions and issue the responses to the Contractor in order to properly control the flow of information. Assist the City in the issuance of addenda to the bid package. This consists of making design changes determined necessary to address clarifications. Other design changes, such as those for the Contractor's preference, are not anticipated. Attend pre- bid meeting (if requested). Walden & Associates will review all bids for irregularities and conformance with the bid documents and will also check Contractor references to make recommendations for contract award, if requested. Should the City not require our services to this extent then our fee for this task may be reduced accordingly. PRE -CONSTRUCTION MEETING Project Manager David Bacon will attend the pre -construction meeting, as requested by City staff, and will respond to any questions received during or after the meeting. REVIEW OF SUBMITTALS The Contractor's submittals and shop drawings will be received by the City and transmitted to Walden & Associates for review. Submittals and shop drawing reviews will be completed within three (3) working days of receipt. A total of sixteen (16) hours has been assumed for this task. Should the City not require our services to this extent then our fee for this task may be reduced accordingly. RFI AND/OR FIELD VERIFICATIONS Walden & Associates will provide responses to requests for information submitted by the Contractor. Clarification drawings will be prepared and distributed, as required. A total of sixteen (16) hours has been assumed for this task. Should the City not require our services to this extent then our fee for this task may be reduced accordingly. AS -BUILT DRAWINGS Prepare record drawings based on contractor provided and City approved redline markups at the completion of construction. Walden & Associates will draft revision clouds around all construction revisions and will submit a bond and a PDF copy of the final As-builts for City's records This does not include any field verification. Page 5 of 19 Vik PROJECT TEAM CITY PROJECT MANAGER PRINCIPAL -IN -CHARGE / PROJECT MANAGER David Bacon, P.E. SURVEYING ENGINEERING I DESIGN lFSUBCONSULTANTS Jeffrey Walden, P.L.S. Steven Krieger, E.I.T. Kobzeff &Associates Survey Manager Assistant/Atternate Project Manager Landscape & Irrigation Michael Fornaca I Marcos Padilla, RE I I DMI Survey Coordinator Senior Project Engineer Aerial Topographic Mapping Jeffrey MorganI ( Marian Vadkerti, P.E. Party Chief 1 Senior Project Engineer The organization chart above identifies team member's roles, project hierarchy, and lines of communications. The Walden & Associates team includes well-qualified staff members to provide the City of Newport Beach with the full range of engineering services needed for this project. Mr. Bacon will serve as the Project Manager for this Project. He is a Registered Civil Engineer in the State of California and will provide quality control and will be responsible for day-to-day management and will be the principal contact with the City's Project Manager for all aspects of the project. Mr. Krieger will serve as the Assistant/Alternate Project Manager and will coordinate the W&A design team, Kobzeff & Associates and our survey department to assure the City that the plans are accurate and cost effective. He will be working closely with Mr. Bacon for the design and coordination of improvement plans, specifications and cost estimates (PS&E) for the project. Mr. Padilla and Mr. Vadkerti are Civil Engineers licensed in the State of California and will provide support to this project as needed. Mr. Walden is a Professional Land Surveyor licensed in the State of California. He will be responsible for all surveying including the subconsultant DMI, mapping and legal descriptions for this project. Kobzeff & Associates will be preparing the landscaping and irrigation plans and DMI will be responsible for the aerial topographic mapping. Page 6 of 19 EXHIBIT B SCHEDULE OF BILLING RATES Socal Walden, Inc. DBA Walden & Associates Page B-1 To ) w k § 0 § 0 § � w 0 LL 0 \ LU � LL k § 0 0 ■ k | (/\\\\ k\\\k\§7 )Eww,aooma 00 C14 /0 0 Ln lue4insuoo _ �� \ } § z ■ o 0 ` ' ^® 0 a z m LU « o 0 0 ~ _e � , m \ a2 / _, m �z0. � \ _ms , a 2 = 9 ) \ #< U) » 2 N - _mU _ L / &a \ \ '�W 2 ` ° ��cli ,a�© S G w 0 20 co \ - %]){ )72 §!{;®\ƒo « \)}/0 LuE ))j m«,m!°; - !g3){)}/)/\!) ) | � W fn w g Q0 H z U F--' = Q o LL Z 3 a K Lu m _ O m J U F z w E z O 0O z < Q z0 F (/i gi o a a w z _O 2 w � p F z a R W Ir O w D QF 0~ a z Q uj a W 0 LL = 0 z 0 LL O U Q O '� m H Q Fn W 0 (L' 0 LL W Y ol G r V to 'oO � V N N V n O f H x N O lueunsuoa 4nS joAanjng pfai j N N a joAaNJnS co co N o M � uosjadsueja O O N N o M OD I N JaauiBu3 0 UBISaa co N� O M N N Jaauf6u3 o f3afad co o v o CO o v o d N v v N JaBeueyy ;aafoJd N N N N N a0 c U 0 Q- V Z d F 0 S o 0 ° U y U 0 N m rn N 0 y A Q m fep ` 0 > C L C C 'a C l0 > C N (u 0- C N U c m o U1 (0 d E a o a. ._ o U m E2 a U C ^2 0> > O 1p U N 0 0 0 N IA T = W y N a G U1 N N C E o m E w cn U w a U w 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 City Council, boards and commissions, officers, agents, volunteers and employees. 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. Socal Walden, Inc. DBA Walden & Associates 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 City Council, boards and commissions, officers, agents, volunteers and employees 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, its City Council, boards and commissions, officers, agents, volunteers and employees 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. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Socal Walden, Inc. DBA Walden & Associates Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 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. 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. Socal Walden, Inc. DBA Walden & Associates Page C-3 G. 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, 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. Socal Walden, Inc. DBA Walden & Associates 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: 01/20/2020 Department: Public Works Dept./Contact Received From: Raymund Reyes Sent to: Marissa By. Raymund Company/Person required to have certificate: Type of contract: I. II. Walden & Associates PSA - Wastewater Pump Station Abandonment & Pumping Station Demo Engineering GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 1/1/2020 - 1/1/2021 A. INSURANCE COMPANY: RLI Insurance Company B. AM BEST RATING (A-: VII or greater): A+: XII C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1 M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT -please attach F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? H. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 1/1/2020 -1/1/2021 A. INSURANCE COMPANY: RLI Insurance Company B. AM BEST RATING (A-: VII or greater) A+ XII C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E. PRIMARY & NON-CONTRIBUTORY WORDING ENDORSEMENT - please attach F. HIRED AND NON -OWNED AUTO ONLY: N Yes ❑ No $1 M/$2M X Yes ❑ No N Yes ❑ No N Yes ❑ No ❑. N/A [-]Yes ❑ No N Yes ❑ No $1M CSL ❑ N/A G. ADDITIONAL INSURED ENDORSEMENT - please attach H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? I. SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM: ■ N/A 0 Yes ❑ No ❑Q Yes ❑ No ■ Yes No ■ Yes No Yes No WORKERS'COMPENSATION EFFECTIVE/EXPIRATION DATE: 1/1/2020 -1/1/2021 A. INSURANCE COMPANY: RLI Insurance Company B. AM BEST RATING (A-: VII or greater): A+: X1I C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM ADDITIONAL COVERAGES THAT MAYBE REQUIRED 1771 PROFESSIONAL LIABILITY 10/29/2019 -10/29/2020 EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: RLI Insurance Company $1M/$2M ❑ POLLUTION LIABILITY EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: ❑ BUILDER'S RISK EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: NOTES/COMMENTS: Approved: Risk Management 1/29/2020 Date H Yes ❑ No 0 Yes ❑ No $1M �1 0 Yes El No )J N/A H Yes ❑ No