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HomeMy WebLinkAboutC-7807-1 - PSA for Professional Engineering Services for East Coast Highway Pavement Rehabilitationr q m AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT V WITH MICHAEL BAKER INTERNATIONAL, INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR EAST COAST HIGHWAY PAVEMENT REHABILITATION (C-7807-1) THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 23rd day of October, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant"), whose address is 500 Grant Street, Suite 5400, Pittsburgh, PA 15219, and is made with reference to the following: RECITALS A. On July 14, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide Profession Engineering Services for East Coast Highway Pavement Rehabilitation ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, 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, 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. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be amended in its entirety 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 Four Hundred Sixty Five Thousand Nine Hundred Fifty Dollars and 00/100 ($465,950.00), 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 Seven Thousand Seven Hundred Sixty Five Dollars and 00/100 ($67,765.00). 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] Michael Baker International, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Ipw-'-07-0 By: ik, A� roe Aaron C. Harp o City Attorney 10.10 ATTEST: Date: c By: Al Leilani I. Brown Ci CITY OF NEWPORT BEACH, a California municipal corporation Date: NOV 12 2020 By: Gra K. Leung Cit anager CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation Date: Signed in Counterpart By: Michael Bruz Vice President Date: Signed in Counterpart M Michael Tylman Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Michael Baker International, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (4312.0 I-AVZO By: OsI& 'A, �'-v - Aaron C. Harp n City Attorney tb.ab ATTEST: i o Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation By: Grace K. Leung City Manager CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Penqqsylvania corporation Date: 1 �atCywiLwy . 7_oZo By: Miae uz Vic sident Date: N).y 3., ZD ZJ By: \ Michael Tyl n Assistant Secret [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Michael Baker International, Inc. Page 3 EXHIBIT A SCOPE OF SERVICES Michael Baker International, Inc. Page A-1 Task J: Field Survev Services Consultant will provide Mobile LiDAR surveying services along Marguerite Avenue from Bayside Drive to East Coast Highway and from East Coast Highway to 5th Avenue. Mobile field collections will include simultaneous capture of both terrestrial LiDAR and spherical imagery for the designated areas. Conventionally surveyed ground control points will be spaced on average approximately 500' apart and will be used to constrain the Mobile LiDAR collections to meet the required spatial accuracy. Survey deliverables will include 3D planimetrics of the streets from back of walk to back of walk, as well as 100' down each intersecting road segment (parking lots excluded). Planimetrics will be provided in AutoCAD '.DXF or '.DWG format and a 3D digital elevation surface model will be provided in AutoDesk Civil 3D format. Planimetrics will include back of walk, top of curbs, flow lines, edge of gutters, crown lines and grade breaks at every 25 feet. Topographic features such as water valves, manholes, streetlights, trees, traffic and utility pull boxes, etc. will be included. Planimetrics will not include temporary objects, moveable street furniture, sheds, obscured objects, parking lot fixtures, dumpsters, utility pole appurtenances, etc. Task K: Pavement Report Subconsultant will evaluate Marguerite Avenue (from Bayside Drive to 5th Avenue) - Subconsultant will perform a pavement surface condition assessment of Marguerite Avenue (from Bayside Drive to 5th Avenue). Additional pavement coring locations will be marked on Marguerite Avenue and Dig Alert (Underground Service Alert) will be notified to assess potential conflicts with known underground utilities prior to performing pavement corings. - Marguerite Avenue pavement coring locations will be added to the encroachment permi application to be submitted to the City of Newport Beach for the proposed subsurface exploration. Subconsultant will also perform three to four additional pavement corings. - Additional laboratory testing will be performed utilizing the subgrade samples collected from Marguerite Avenue. - Pavement engineering analysis will be performed in accordance with the Caltrans Highway Design Manual for pavement rehabilitation design. - Falling Weight Deflectometer (FWD) testing will be performed on Marguerite Avenue to assess the structural adequacy of the in-place roadway and/or to determine the required mill -and -overlay thickness, if recommended. An additional -16-20 deflection test locations will be added to the scope. - Subconsultant will identify isolated AC repair locations. This task involves visually assessing the pavement on Marguerite Avenue to identify areas that are recommended for isolated AC repairs (i.e., areas showing depressions, medium - or high -severity alligator cracking and/or areas that recorded high deflection). The locations will be marked in an ArcGIS map and provided to the civil design firm to incorporate into the street improvement plans. Task L: Construction Documents Consultant anticipates the additional limits will require the following additional construction drawings to be added to the set: • Street Plan and Profiles (2) • Signing and Striping Plan (1) (double -loaded) • Design Details (3) Construction Phasing and Business Impact Plans will not be required for this additional scope, and any Stage Construction / Traffic Handling Plans will not be prepared by Consultant. It is also assumed that cross sections with proposed improvements at 25 -foot intervals are not required for Marguerite Avenue. Quantities, estimate and specifications will incorporate the revised limits along Marguerite Avenue. EXHIBIT B SCHEDULE OF BILLING RATES Michael Baker International, Inc. Page B-1 EXHIBIT B BILLING RATES Office Personnel Pdnci al Hourly $325.00 Project Manager $215.00 Technical Manager $200.00 Senior Project Engineer/Mapping Specialist $180.00 Senior Environmental Analyst $175.00 Project Engineer $170.00 Design En ineer $125.00 CADD Drafter $115.00 Administrative Assistant Survey Personnel 2 -Person Survey Crew $95.00 our y Rate $285.00 1 -Person Survey Crew $170.00 Licensed Surveyor $240.00 Note: Reproduction, messenger service, and other direct expenses (including traffic counts) will be charged at direct cost Vehicle mileage will be charged as an additional cost at the IRS approved rate. Overtime for non-exempt employees (Survey Personnel) will be charged in accordance with FLSA requirements. TOTAL NOT -TO -EXCEED: $465,950.00 PROFESSIONAL SERVICES AGREEMENT WITH MICHAEL BAKER INTERNATIONAL, INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR EAST COAST HIGHWAY PAVEMENT REHABILITATION (C-7807-1) THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 14th day of July, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant"), whose address on file with the California Secretary of State is 500 Grant Street, Suite 5400, Pittsburgh, Pennsylvania, and whose principal place of business is 5 Hutton Centre Drive, Suite 500, Santa Ana, California, 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 Professional Engineering Services for East Coast Highway Pavement Rehabilitation ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on July 1, 2023, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Hundred Ninety Eight Thousand One Hundred Eighty Five Dollars and 00/100 ($398,185.00), 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. Michael Baker International, Inc. Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Michael Bruz to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works 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 Michael Baker International, Inc. 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this (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. Michael Baker International, Inc. Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any Michael Baker International, Inc. Page 5 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. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the Michael Baker International, Inc. Page 6 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 this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 17.4 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tif) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to Consultant or contractor bids or actual cost to City. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate Michael Baker International, Inc. Page 7 records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST 25.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") 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. Michael Baker International, Inc. Page 8 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works 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: Michael Bruz Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 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, Michael Baker International, Inc. Page 9 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.). 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 Michael Baker International, Inc. Page 10 subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work. 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 Controllinq 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. Michael Baker International, Inc. Page 11 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, 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] Michael Baker International, Inc. 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:_(x%2S/ 30 By: r A ron . Harp City Attorney ATTEST: Date: By: Q W c 41.0y Leilani I. Brown City Clerk C �[►FOa� CITY OF NEWPORT BEACH, a California municipal corporation Date: 7/2-0/ ozd By: :_, ate Will O'Neill Mayor CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation Date: Signed in Counterpart Bv: Michael Bruz Vice President Date: By: Signed in Counterpart Michael Tylman Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Michael Baker International, Inc. 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: ron C. Har y Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Will O'Neill Mayor CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation Date: l �20Zo By: By: Leilani I. Brown Mi hael BrLA City Clerk Vic Pre :dent Date: r1 I 2� By: Michael Tyl a Assistant Secreta [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Michael Baker International, Inc. Page 13 EXHIBIT A SCOPE OF SERVICES Michael Baker International, Inc. Page A-1 EXHIBIT A SCOPE OF SERVICES Work Plan A. RESEARCH & DATA COLLECTION I Consultant shall complete the necessary research to gather and review available information such as preliminary reports, record drawings, tract maps, assessor parcel maps, ROW maps, street centerline ties, and utility maps. In addition to City record drawings, Consultant shall also coordinate with other agencies, including but not necessarily limited to, Caltrans and Laguna Beach County Water District, to obtain as -built records of existing improvements and facilities. Consultant shall perform field verification during the preliminary design to confirm locations of documented improvements. Deliverables: Document Research and Data Collection with Field Verification B. UTILITY COORDINATION I Consultant shall assist City staff in notification, coordination, and collection of utility maps, verification notices and/or relocation notices. City shall provide Consultant with a list of potentially affected utilities (including City owned utilities) and in addition, Consultant shall contact DigAlert to verify utility agencies and then prepare Utility Notification Letters to each of the potentially affected Utility Owners in the Project area. Consultant shall submit MS Word copies of the Utility Notification Letters to the City so that City can insert the letters onto City letterhead and submit to the various utility agencies. Consultant shall prepare base mapping of identified existing and proposed utilities, including found service point connections in the parkway areas. Utility adjustments and relocations shall be identified on the contract drawings. The initial utility information request letters will be prepared and sent out by the Cit,y and Consultant shall send out any utility verification and/or relocation notices. Consultant shall maintain a utility notice log to document correspondence with the various utility companies/owners. Deliverables: Preliminary and Final Utility Mapping, and Utility Notification Log C. FIELD SURVEYING I Consultant shall provide Mobile LiDAR surveying services within project limits, including 100' of each intersecting roadway segment. Mobile field collections shall include simultaneous capture of both terrestrial LiDAR and spherical imagery for the designated areas. Conventionally surveyed ground control points shall be spaced on average approximately 500' apart and shall be used to constrain the Mobile LiDAR collections to meet the required spatial accuracy. Survey deliverables shall include 3D planimetrics of the streets from back of walk to back of walk, as well as 100' down each intersecting road segment (parking lots excluded). Planimetrics shall be provided in AutoCAD *.DXF or *.DWG format and a 3D digital elevation surface model shall be provided in AutoDesk Civil 3D format. Planimetrics shall include back of walk, top of curbs, flow lines, edge of gutters, crown lines and grade breaks at every 25 feet. Topographic features, including but limited to, water valves, manholes, streetlights, trees, traffic, and utility pull boxes, shall be included. Planimetrics shall not include temporary objects, including but not limited to, moveable street furniture, sheds, obscured objects, parking lot fixtures, dumpsters, or utility pole appurtenances. Deliverables: Topographic Field Surveys D. BASE MAPPING SERVICES I Base map shall be a combination of new aerial photos provided by the City and topographic field survey, and shall include street centerlines, ROW lines, parcel lines, City/Caltrans jurisdictional boundary lines, sidewalks, curbs, gutters, pavement striping, topographic features, one -foot contour lines and all existing utility lines. Deliverables: Base Map (Scale 1 inch = 40 feet) E. PAVEMENT REPORT I Consultant's subconsultant, GMU Geotechnical (GMU), shall review the existing geotechnical reports for the site, examine the pavement sections, including but not necessarily limited to, the asphalt concrete, aggregate base, and subgrade materials through pavement coring and sampling, and provide recommendations for new pavement sections and rehabilitation methods within the street localized failed pavement and realignment areas of the project. Specifically, Consultant shall perform the following services. I. Document Review, Pavement Surface Condition Assessment and Dig Alert Coordination • GMU shall perform a document review of existing as -built drawings and past geotechnical/pavement reports provided to Consultant. The information gathered shall be considered in the analysis and development of pavement repair recommendations, including but not limited to, existing pavement section thicknesses, and date of last pavement improvement work, . • GMU shall perform a limited pavement surface condition assessment to identify the type, extent, and severity levels of the pavement distresses in general accordance with ASTM D 6433. • Pavement coring locations shall be marked, and Dig Alert (Underground Service Alert) shall be notified to assess potential conflict with known underground utilities prior to performing pavement corings. II. Subsurface Exploration • GMU shall obtain an encroachment permit from the City of Newport Beach for the proposed subsurface exploration, and it is expected that permits from other agencies will not be required. Consultant shall strategically position coring locations outside of Caltrans right-of-way to avoid triggering a need for an encroachment permit thru Caltrans. • Pavement corings shall be performed to a maximum depth of four feet below the top of the existing asphalt/Portland cement concrete surface using an electric -powered core drill. Sampling and digging below the AC section shall be performed using hand tools. The thickness of the existing asphalt concrete (AC), aggregate base (AB), and underlying Portland cement concrete pavement, where encountered, shall be recorded. A bulk sample of the subgrade soil shall be collected. At select locations, drive sample shall be collected at the top approximate foot, give or take, of the subgrade to gather in-place density and moisture information. Upon completion of the sampling, the core hole shall be back-filled with soil cuttings or other suitable backfill materials and capped with asphalt concrete cold patch. • GMU shall perform a total of 16 to 18 pavement corings, expected to consist of three (3) days of pavement coring. Corings shall be performed between the hours of 9 am to 3 pm. • Traffic control shall consist of single lane closures, performed in accordance with the WATCH Manual. Traffic control shall consist of cones and arrow boards that redirect vehicles around work zones. It is expected that traffic control plans will not be required, and costs to have traffic control plans prepared or stamped are not included in this Scope of Services; however, costs for such Services have been provided as separate line items for these services, if needed. III. Deflection Testing and Analysis • Non-destructive pavement deflection testing shall be performed in accordance with California Test 356 at every 250 feet interval. Deflection testing involves applying an impact load (simulating truck traffic) and measuring the corresponding deflection response. Generally, lower deflection readings indicate a stronger pavement section whereas higher deflection measurements indicate weaker pavement section. Mill -and - overlay thicknesses can then be calculated to reduce the deflection measurement to an appropriate level (i.e., "tolerable" deflection). Deflection testing can also identify weak areas that visual surface inspection cannot. • Consultant shall perform deflection testing at approximately 250 locations based on testing at 250 feet intervals over approximately 58,000 lane -feet. All travel and select turn lanes in both directions shall be tested. Deflection testing shall be performed in two (2) 6 -hour regular business days (assuming 9 am to 3 pm working hours). • Moving closure traffic control (traffic control truck with arrow boards) following behind the deflection testing equipment shall be utilized. It is expected that traffic control plans shall not be required. If required, Consultant shall notify City. IV. Ground Penetrating Radar Testing and Analysis • GMU shall perform ground penetrating radar (GPR) testing services. Ground penetrating radar testing involves sending radar signals into the pavement and analyzing the generated images to identify AC, AB, and PCC layers and their thicknesses on a continuous basis. The approximate location of underlying PCC shall be determined with this type of testing and shall be compared to information derived from the as -built plans. V. Identification of Isolated AC Repair Locations • GMU shall identify isolated AC repair locations involving visually assessing each street segment to identify areas that are recommended for isolated AC repairs, including but not limited to, areas showing depressions, medium- or high -severity alligator cracking, or areas that recorded high deflection. Such locations shall be marked in an ArcGIS map and provided to the civil design firm to incorporate into the street improvement plans. Up to twenty four (24) hours of GMU pavement engineer services shall be performed via a walking survey to map the limits of the distress. VI. Laboratory Testinq Laboratory testing shall be conducted on the samples collected from the field investigation program. Laboratory tests shall include: 0 R -value; o sieve No. 200 wash for soil classification; o Atterberg Limits for soil classification; o corrosion series (sulfate, chlorides, resistivity, and pH); o maximum density and optimum moisture content; and o in-place moisture/density. The quantity of testing is expected to be consistent with Consultant's experience with similar past projects. VII. Pavement Analysis and Repair Strategies Pavement engineering analysis shall be performed in accordance with the Caltrans Highway Design Manual. Caltrans AC design methodology considers the relationship between the traffic index (TI), subgrade soil strength through R -value testing, and the gravel factors of the various pavement layers which Consultant shall use to estimate the required pavement thicknesses. Consultant shall utilize the TI provided by the project Civil Engineer for a design of a twenty (20) year life expectancy. VIII. Pavement Evaluation and Repair Recommendations Report • One draft report and one final report shall be prepared to summarize Consultant's findings, conclusions, and recommendations. The final report shall include: o summary of information gathered from the document review; o project location map; o subsurface exploration location map; o pavement coring information, including but not limited to, asphalt concrete thickness aggregate base thickness, and subgrade soil type; o deflection measurement results; o select photographs of the pavement surface condition; o laboratory testing results; and o pavement repair and rehabilitation recommendations. • GMU possesses extensive experience in developing cost-effective pavement repair alternatives, and shall employ such alternatives when recommended, including but not limited to the following: o localized AC repairs (patches) followed by mill -and -overlay repair using conventional AC or rubberized AC pavement; o cold in-place (CIR) or cold central plant recycled (CCPR) asphalt concrete (AC) pavement; o cement stabilized pulverized base (CSPB) as part of the pavement structural section; o cement- or lime -stabilized soils (CSS or LSB) for subgrade stabilization and/or as part of the pavement structural section; o fiber -reinforced asphalt concrete (FRAC) to improve reflective cracking resistance and/or reduce required AC thickness; o rubberized hot -mix asphalt (RHMA or ARHM overlays); and o geogrid/geoxtiles to reduce required aggregate base thickness or to stabilize subgrade conditions. The procedures described in Tasks 1 through 5 and Consultant's experience shall allow for cost- effective alternative pavement repair strategies when recommended. The final report shall be signed and stamped by a California registered civil engineer. F. ENVIRONMENTAL DOCUMENTS AND PERMITTING I City will process environmental documents. Consultant shall be required to procure the Caltrans encroachment permit (Parent Permit) in preparation for a contractor's Double Permit. G. CONSTRUCTION DOCUMENTS I Consultant shall prepare final design plans at scale one (1) inch=forty (40) feet. For clarity purposes, details may be drawn at a larger scale. Construction drawings (35 plan sheets) are expected to include: • title sheet (1); • typical sections including but not limited to a plan that shows a section view of the roadway (2); • street plan and profiles (11); • design details such as intersections, driveways, ramps, and sidewalks (estimated to be up to six (6) driveways and thirty-six (36) access ramps that will need to be replaced due to being non-compliant) (8); • construction area signs (1); • signing and striping plans double -loaded (5); • construction phasing and business impact plan double -loaded (Stage Construction or Traffic Handling Plans shall be prepared by the contractor) (5); • traffic signal loop detector details (2); and • street cross-sections with proposed improvements at 25 -feet intervals (cross-sections are considered supplemental information and are not included in the plan sheet total) (30) Drawings shall be prepared in AutoCAD Civil3D 2019 and shall comply with City CAD standards. Once design has been completed, Consultant shall submit electronic files of final drawings in AutoCAD and Adobe (PDF) format. Consultant shall gather necessary information and determine the Traffic Index for use by GMU in determining pavement structural section options. Final Design plans shall incorporate comments/ requests made during the Preliminary Design phase of the project. All design drawings shall utilize the Standard Plans and Specification for Public Works Construction, California Building Code, and/or California State (Caltrans) Standard Specifications. Caltrans Encroachment Permit shall include coordination with the City and Caltrans to process an encroachment permit for work performed in Caltrans right-of-way on East Coast Highway, east of Newport Coast Drive. Special Provisions shall be prepared to the Standard Specifications for Public Works Construction (2015 Edition) in Microsoft Word. An electronic copy in Microsoft Word format shall be submitted at the completion of design. Cost Estimate shall include an itemized construction cost estimate. Quantity back-ups shall also be submitted with the cost estimate. Consultant shall submit the construction cost estimate in Microsoft Excel format. Deliverables: - At 50% progress, Drawing Submittal — (Drawings and Estimate Only). - At 90% progress, PS&E Submittal — (Drawings, Estimate, and Specifications). At 100% progress, PS&E Submittal — Final Plan Set and Cross Sections, one (1) Master Set of Bound Specifications, Electronic Copy of Final Plans, Specifications and Estimates, Copy of Caltrans Encroachment Permit. H. PROJECT COORDINATION / PROGRESS MEETINGS I Consultant shall meet and coordinate with the City, Caltrans and other stakeholder agencies in support of this street improvement project. As part of this coordination, Consultant shall prepare agendas for and conduct a kick-off meeting and numerous project team meetings with City Staff to discuss updates and address any right-of- way acquisition issues. Design Meetings - Consultant shall meet with City staff during the design process to review and discuss progress and coordinate courses of action. It is anticipated that six (6) design meetings shall be required. This does not include the initial project kick-off meeting, project submittal meetings, the pre-bid meeting, or the pre -construction meeting. Deliverables: General Coordination and Design Meeting (6) Attendance. I. CONSTRUCTION SUPPORT SERVICES I Consultant shall provide on-going support services as required by the City during the bid/award phase for any questions or clarifications from a contractor and/or revisions that may be necessary due to unforeseen conditions. Consultant shall assist City staff in preparation of bidding and awarding documents. Since the level of effort that may be required for this task is unknown at this time, work efforts for this task shall be completed on a time and materials basis in accordance with the hourly rates shown in the fee schedule. Consultant shall provide on-going support services as required during the construction phase for any questions or clarifications from a contractor or any revisions that may be necessary due to unforeseen conditions, including but not limited to, appropriate number of submittal reviews, construction observations, and preparation of As-builts on the original Mylars, on a time and materials basis in accordance with the hourly rates shown in the fee schedule. Deliverables: Bid Phase and Construction Phase Support Services. W6/:11=3kr=? SCHEDULE OF BILLING RATES Michael Baker International, Inc. Page B-1 EXHIBIT B BILLING RATES Office Personnel Principal Hourly Rate $325.00 Project Manager $215.00 Technical Manager $200.00 Senior Project Engineer/Mapping Specialist $180.00 Senior Environmental Analyst $175.00 Project Engineer $170.00 Design Engineer $125.00 CADD Drafter $115.00 Administrative Assistant Survey Personnel 2- Person Survey Crew $95.00 Hourly Rate $285.00 1 -Person Survey Crew $170.00 Licensed Surveyor $240.00 Note: Reproduction, messenger service, and other direct expenses (including traffic counts) will be charged at direct cost. Vehicle mileage will be charged as an additional cost at the IRS approved rate. Overtime for non-exempt employees (Survey Personnel) will be charged in accordance with FLSA requirements. TOTAL NOT -TO -EXCEED: $398,185.00 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. 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 Michael Baker International, Inc. Page C-1 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. 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement 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: Michael Baker International, Inc. Page C-2 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 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. Michael Baker International, Inc. Page C-3 F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. 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. Michael Baker International, Inc. Page C-4 From: Reyes, Raymund To: Morgan, Shelby Subject: FW: Compliance Alert -Vendor Number 7807-1 Date: Friday, July 10, 2020 7:28:07 AM Raymund Reyes I Administrative Analyst Public Works Department I City of Newport Beach 100 Civic Center Drive, Bay D, 2nd Floor Newport Beach, CA 92660 949-644-3325 1 rreyes a newportbeachca.gov -----Original Message ----- From: Customer Service <customerservice(aebix.com> Sent: Thursday, July 09, 2020 5:15 PM To: Reyes, Raymund <rreyes 4,newportbeachea.gov>; Insurance <insurance!anewportbeachca.gov> Cc: sagar�ebix.com Subject: Compliance Alert -Vendor Number 7807-1 [EXTERNAL, EMAIL I DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. 7807-1 Michael Baker International, Inc. Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.