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HomeMy WebLinkAboutC-7977-1 - PSA for Assessment District No. 120 Petition Certification, Engineer's Report and Undergrounding Utility services1 r AMENDMENT NO. ONE TO t PROFESSIONAL SERVICES AGREEMENT V WITH HARRIS & ASSOCIATES, INC. FOR ASSESSMENT DISTRICT NO. 120-2 ENGINEER'S REPORT AND UNDERGROUND UTILITY 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 HARRIS & ASSOCIATES, INC., a California corporation ("Consultant"), whose address is 1401 Willow Pass Road, Suite 500, Concord, CA 94520, and is made with reference to the following: RECITALS A. On November 24, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide engineering documents for the creation of Assessment District No. 120, including preparation of an engineer's report, boundary map, and assessment diagram, mailing of the notice of public hearing and assessment ballot, attendance at community meetings and City Council meetings, tabulation of ballots, and review of bond documents ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, as it pertains to Assessment District 120- 2, increase the total compensation, update certain sections of the Ownership of Documents section, and update 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 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 supplemented to include the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. 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 Ten Thousand Eight Hundred Thirty Five Dollars and 00/100 ($110,835.00), 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 Thirty One Thousand Four Hundred Thirty Five Dollars and 00/100 ($31,435.00). 3. OWNERSHIP OF DOCUMENTS Sections 17.3 and 17.4 of the Agreement shall be amended in their entirety and replaced with the following: "17.3 Computer Aided Design and Drafting ("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; or (b) 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 and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project." 4. INSURANCE REQUIREMENTS 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 of the Agreement shall hereafter refer to Exhibit C attached hereto. Harris & Associates, Inc. Page 2 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Harris & Associates, 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 -.— B V: ate: By. \ A on C. Har ity Attorn y ��• ATTEST: Date: 3'30 Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: (1% ?,U Z I By: Gra . Leung Cit anager CONSULTANT: Harris & Associates, Inc., a California corporation Date.- Signed ate: Signed in Counterpart By: Lisa Larrabee Chief Executive Officer / Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Harris & Associates, Inc. Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN Y'S OFFICE Date: By- I///. A on C. H�V`K/ ity Attorn ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Grace K. Leung City Manager CONSULTANT: Harris & Associates, Inc., a California corporation Date:T.1 do3";� L+ea-L-efrabee i�11 sUn . c«l��( �jof�xari itivo (lfFnar / Cc�rpt� v1C� �Pi"$l/,�i`3'i� [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Harris & Associates, Inc. Page 4 IHarris & Associates CERTIFICATE OF THE PRESIDENT AND CEO OF HARRIS & ASSOCIATES, INC. Authorization to Enter into Contracts and Proposals Pursuant to the authority granted by Section 5.3 of the Bylaws of Harris & Associates, Inc., a California corporation (Company), and the delegation of authority by the Board of Directors of the Company to the President and CEO, the undersigned, as President and CEO, hereby authorizes the individuals holding the positions named below to have the authority to enter into contracts and sign proposals and incur obligations in the amounts set forth below for contracts with acceptable risk. Contracts that have questionable risk must be elevated to the Risk Management Advisory Committee for review and approval. These authorities shall remain in effect until such individual no longer holds the named position or the signing authority is revoked, changed or amended by a duly executed Certificate of the President and CEO. The individuals named below holding the positions in Tier 1 may further delegate their authority to specific individuals who report directly to them for amounts up to $2,500,000. The individuals named below holding the positions in Tier 2 may further delegate their authority to specific individuals who report directly to them for amounts up to $500,000. This further delegation of authority must be in writing and approved by the CEO or appropriate Division President using the attached Delegation of Authority letter. The delegation of authority will be limited to a specific time period ending not later than the end of the specific calendar year. Further, this delegation of authority may be limited to a specific proposal or contract. Tier 1. Contracts and Proposals in Unlimited Amounts CEO, CBDO and COO Tier 2. Contracts and Proposals up to Two Million Five Hundred Thousand Dollars ($2,500,000) Vice Presidents IN WITNESS WHEREOF, the undersigned has executed this Certificate of the President and CEO as of this 9tn day of December, 2021. Steve Winchester, President and CEO in, gni - o.,or� C ' --(nn r -I. —-) ,e. r innn F' Qnj �j.��F.n000 ���^n �u-r i_ .-:,. EXHIBIT A SCOPE OF SERVICES Harris & Associates, Inc. Page A-1 EXHIBIT A SCOPE OF SERVICES AMENDMENT NO. 1— EXPANDED ASSESSMENT DISTRICT NO. 120-2 Project Background: It is the Consultant's understanding that the City desires Consultant to complete the petition sufficiency and prepare the Engineer's Report for AD -120-2. This work will be separated into two phases specifically Phase One which includes the Petition Sufficiency, Engineer's Report Preparation, and Formation Proceedings and Phase Two which includes the Assessment Confirmation and Bond Sale. Each of the tasks under these phases is described in detail below. Engineer's Report and Formation Proceedings Task 1— Petition Package Certification Harris shall review the returned petition package and verify that the signatures on each of the petitions belong to individuals who are authorized to sign the petition and that the total land of the petitions returned represents at least 50% of the total land area in the District. In the event that Harris cannot verify a signature, Harris shall coordinate with the City and the District proponents to obtain the necessary documentation to certify the signature. Once the sufficient information has been obtained, Harris shall prepare a Certificate of Sufficiency certifying that Harris has reviewed the returned petitions and has verified that each returned signature is eligible to sign the Petition Package. Task 2 — Assessment Diagram Preparation Harris shall draft an Assessment Diagram detailing the benefiting parcels to be included in the district, the utility poles and lines to be undergrounded and the location of all riser poles based on the Boundary Map included in the Certified Petition Package. Harris shall meet with the City to review the Assessment Diagram and shall make any revisions requested. Task 3 — Assessment Calculations and Engineer's Report Preparation Harris shall prepare draft assessment calculations based on the same three benefit factors used in AD -120. Based on direction from the City, Harris shall revise the calculations and prepare a draft Preliminary Engineer's Report in accordance with the 1913 Act, the 1931 Act and Proposition 218 to include the following items: o 1931 Act Information and Tables o Plans and Specifications (by reference) o Description of Works of Improvements o Preliminary Estimate of Costs o Assessment Diagram o Method of Assessment Apportionment o Assessment Roll with Preliminary Assessments o Right -of -Way Certificate (executed by Superintendent of Streets) o Certificate of Completion (executed by Director of Public Works) Following the City's review and comment, Harris shall incorporate all comments into the Preliminary Engineer's Report and shall submit a Final Preliminary Engineer's Report, including apportionment and method of assessment distribution, resolution and staff report. Task 4 — Prepare the Boundary Map for Recordation and Record Harris shall prepare the Boundary Map to be approved by way of the Resolution of Intention in accordance with the requirements set by the Orange County Recorder and will record the document. Task 5 — City Council Resolution of Intention Attendance Harris shall attend the City Council meeting at which the Resolution of Intention and Preliminary Engineer's Report are considered for approval and the Public Hearing is set. Task 6 — Prepare the Notices of Public Hearing and Assessment Ballots Harris shall prepare the Notices of Public Hearing and Assessment Ballots, including the property owner's name and mailing address, Assessor's Parcel number and preliminary assessment amount, for mailing to all assessed property owners of record within the proposed district. Work will be performed in accordance with the 1913 Act and Proposition 218. This scope assumes special counsel and the City will review and approve the contents of the Notice and that the City will provide the envelopes for mailing. Following the mailing of the Notices of Public Hearing and Assessment Ballots, Harris will prepare a written declaration that this task has been completed. Task 7 — Property Owner Inquiries and Coordination Harris shall provide project support for property owners within the district via telephone and electronic mail regarding the Assessment District and coordinate issuance of replacement ballots, as requested by property owners. Task 8 — Public Hearing Attendance Harris shall attend the Public Hearing and will provide technical support, answer questions, tabulate the assessment ballots after the close of the public hearing and present the results to City Council. Task 9 — Engineer's Report Revisions Harris shall revise the Engineer's Report to incorporate any changes ordered by the City Council following the Public Hearing. Task 10 — Assessment District Coordination Meetings and Project Management Harris shall attend assessment district coordination meetings on an as -needed basis with the City and property owners and will perform other needed project management tasks including responding to e-mails and phone calls from the City. Up to four (4) meetings are included in Phase One. Phase Two — Assessment Confirmation and Bond Sale Task 1— Prepare Required Documentation for Recordation Harris shall prepare the Notice of Assessment Lien, List of Assessed Property Owner Names and Assessment Diagram for recordation and record the documents with the County Recorder. Harris shall coordinate any necessary documents to release the lien on the original AD -120 district. Task 2 — Prepare and Complete Mailing of 1st Cash Collection Notice Harris shall prepare the Notice of Assessment, including the confirmed assessment amount as well as cash payoff amount, for mailing to all assessed property owners of record within the confirmed district. This scope item assumes the City Attorney and/or Bond Counsel reviews the contents of the Notice and that the City will provide the envelopes for the mailing. Following the mailing, Harris shall prepare a written declaration that this task has been completed. Harris shall coordinate with the City and property owners regarding any cash collections received during the formation of the original AD -120 District. Task 3 — Property Owner Inquiries and Coordination Harris shall provide project support for property owners within the district via telephone and electronic mail regarding the Assessment District payoff process and coordinate issuance of replacement notices, as requested by property owners. Task 4 — Prepare the List of Paid and Unpaid Assessments Following the completion of the 1st Cash Collection period, Harris shall prepare the list of paid and unpaid assessments for use by the City. Task 5 — Notice of Lien Release Following the completion of the 1st Cash Collection period, Harris shall prepare the Notice of Lien Release for all parcels that paid off the assessment in full during the 1st Cash Collection period for execution by the City Clerk and recordation. Task 6 — Prepare and Complete Mailing of 2nd Cash Collection Notice Harris shall prepare the Notice of Assessment, including the confirmed assessment amount as well as cash payoff amount, for mailing to all assessed property owners of record within the confirmed district. This scope item assumes the City Attorney and/or Bond Counsel reviews the contents of the Notice and that the City will provide the envelopes for the mailing. Following the mailing of the, Harris shall prepare a written declaration that this task has been completed. Task 7 — Property Owner Inquiries and Coordination Harris shall provide project support for property owners within the district via telephone and electronic mail regarding the Assessment District payoff process and coordinate issuance of replacement notices, as requested by property owners. Task 8 — Prepare the List of Paid and Unpaid Assessments Following the completion of the 2nd Cash Collection period, Harris shall prepare the list of paid and unpaid assessments for use by the City. Task 9 — Notice of Lien Release Following the completion of the 2nd Cash Collection period, Harris shall prepare the Notice of Lien Release for all parcels that paid off the assessment in full during the 2nd Cash Collection period for execution by the City Clerk and recordation. Task 10 — Preliminary Official Statement and Bond Sale Harris shall assist the City and the project team with review of the Preliminary Official Statement and the Official Statement. In addition, Harris shall provide basic assessment engineering, as necessary, to bring the project to the point of initial bond sale. Task 11— Assessment District Coordination Meetings and Project Management Harris shall participate in meetings with City Staff, project administration and coordination with City staff, property owners, bond counsel, financial advisors, bond underwriter, appraiser, and other project consultants. Up to two (2) meetings are included in Phase Two. This task also includes project management required during Phase 2 of the project. EXHIBIT B SCHEDULE OF BILLING RATES Harris & Associates, Inc. Page B-1 10:4m11.]Wi SCHEDULE OF BILLING RATES Amendment No. 1- Expanded Assessment District No. 120-2 Based on Consultant's understanding of the services required, the estimated fee for the preparation of the AD -120-2 Engineer's Report and Underground Utility Services is shown below and is based on a time -spent basis in accordance with the hourly rates specified below. Hourly rates include most direct costs such as vehicles, mileage, equipment, computers, communications and reproduction. Phase One — Engineer's Report and Formation Proceedings Tasks 1 through 10............................................................................Time and Materials, NTE $37,045 Phase Two — Assessment Confirmation and Bond Sale Tasks 1 through 11...........................................................................Time and Materials, NTE $22,390 Total All Services...............................................................................Time and Materials, NTE $59,435 Less Current Balance remaining from original scope/fee...................................................... -$28,000 AMENDMENTNo. 1 TOTAL NTE............................................................................................. $31,435 The following tables provide the estimated hours of work allocated for each of the project tasks for Phase 1 and Phase 2: Phase One TASK DESCRIPTION Sr. Director Alison M. $260/hr Hours Sr. Project Design Sr. Project Project Analyst Engineer Analyst Analyst Total Total Adam 1. Marston Joel Nagamine Carol 1. Hill Am Selorio Estimated Estimated $145/hr $145/hr $150/hr 5125/hr Hours Fee Hours Hours Hours Hours Task 1- Petition Package Certification 2 6 0 6 D 14 $ 2,290 Task 2- Assessment Dia rainPreparation 4 4 10 0 0 18 $ 3,070 Task 3 - Engineer's Report Preparation 18 50 0 0 0 68 $ 11,930 Task - City Council Resolution of Intention Attendance 2 4 0 0 0 6 $ 1,100 Task 5 - Prepare the Boundary Map for Recordation and Record 2 4 5 0 4 15 $ 2,325 Task 6 -Prepare the Notices of Public Heari ng and Assessment Ballots 2 4 0 4 8 18 $ 2,700 Task 7 - Property Owner Inquiries and Coordination 4 16 0 10 0 30 $ 4,860 Task 8 -Public Hearing Attendance 4 6 0 0 0 10 $ 1,910 Task 9 - En incer's Report Revisions 3 6 2 0 0 11 S 1,940 Task 10- Assessment District CoordinationMeetin ect andPro'Mana ement 10 16 0 0 0 26 $ A,420 1 OTA: ai 110 1/ Ln 1L I Llb I !l,u4S I Phase Two TASK DESCRIPTION Sr. Director Alison M. BouleV 5260 hr Hours Sr. Project AnaWt Adam J. Marston S14S hr Hours Design Engineer Joel $145/hr Hours Sr. Project An Carol J. Hill $150/hr Hours Project Ana st Total Total ArnSelorio Estimated Estimated $125/hr Hours Fee Hours Task 1 -Prepare Re uired Documentation for Recordation 2 4 4 2 0 12 51,480 Task2 - Prepare and Com tete Mailing ofi" Cash Collection Notice 2 4 D 2 a 16 52,400 Task -Property Owner Inquiries and Coordination 2 6 0 4 0 12 1 S1,990 Task 4 -Prepare the Ust of Paid and Unpaid Assessments 1 3 0 2 0 6 $995 Task 5- Notice of Lien Release 1 3 0 2 0 6 $995 Task 6 -Prepare and Com lete Mailing of 2 Id Cash Collection Notice 1 3 0 2 B 14 $1,995 Task? - Property Owner Inquiries and Coordination 2 6 0 D 0 8 S1,390 Task 8 - Preparc the List of Paid and Unpaid Assessments 1 5 0 4 0 10 $1,585 Task9 - Notice of Lien Release 1 5 0 1 4 1 0 10 51,585 Task 10- Preliminary Official Statement and Bond Sale 10 15 0 0 0 25 54,175 Task 11-Assessmen, DistrictCourdinahoil Meetin sandProtectMana gunlent 4 8 0 0 0 12 52,200 Task 12 - Reimbursable Expenses 0 0 0 0 0 0 5500 Total: 131 1 $22,396 The following rates area pplicabletothe AD -120-2 Engineer's Report Preparation and Utility Underground ingServices for the City of Newport Beach. Harris Staff Member 2020 Billing Rate Alison Bouley $ 260.00 Chris Thomas $ 150.00 Carol Hill $ 150.00 Pat Perinich $ 150.00 Adam Marston $ 145.00 Joel Nagamine $ 145.00 Diana Sheng $ 145.00 Arn Selorio $ 125.00 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. Harris & Associates, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its 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 Harris & Associates, Inc. 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 - Harris & Associates, Inc. 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. Harris & Associates, Inc. Page C-4 PROFESSIONAL SERVICES AGREEMENT WITH HARRIS & ASSOCIATES, INC. FOR ASSESSMENT DISTRICT NO. 120 PETITION CERTIFICATION, ENGINEER'S REPORT AND UNDERGROUND UTILITY SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 24th day of November, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HARRIS & ASSOCIATES, INC., a California corporation ("Consultant"), whose address is 1401 Willow Pass Road, Suite 500, Concord, California 94520, 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 engineering documents for the creation of Assessment District No. 120, including preparation of an engineer's report, boundary map, and assessment diagram, mailing of the notice of public hearing and assessment ballot, attendance at community meetings and City Council meetings, tabulation of ballots, and review of bond documents ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows - 1 . ollows:1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2025, 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 Seventy Nine Thousand Four Hundred Dollars and 00/100 ($79,400.00), 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. Harris & Associates, 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 Alison Bouley to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably Harris & Associates, 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 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 Harris & Associates, Inc. Page 4 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 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 Harris & Associates, Inc. Page 5 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 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 Harris & Associates, Inc. Page 6 additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 17.4 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City 'As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to Consultant or contractor bids or actual cost to City. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, 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 Harris & Associates, Inc. Page 7 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. Harris & Associates, Inc. Page 8 26. NOTICES 26.1 All notices, demands, requests or approvals, including any mailing address, to be given under the terms of this Agreement shall be given and conclusively shall be deemed served when delivered personally, or o change in in writing, n 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: 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: Alison Bouley, Senior Director, Municipal District Financing Harris & Associates, Inc. 22 Executive Park, Suite 200 Irvine, CA 92614 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and Harris & Associates, Inc. Page 9 thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. Harris & Associates, Inc. Page 10 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Harris & Associates, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: r% 6 : B �� �--� Y Aaron C. Harp City Attorney ATTEST- Date-.— TTEST:Date-.o� r. Leilani I. Brow City Clerk'T CITY OF NEWPORT BEACH, a Califor roll municipal corporation Date: By: evo) 4&u tn Grace K. Leung City Manager CONSULTANT: Harris & Associates, Inc., a California corporation Date: Signed in Cour' erpart By: Lisa Larrabee Chief Executive Officer / Secretary �- U ND OF SIGNATURES] cq�� Fo aN�P Attachments: i A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Harris & Associates, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITyroCtrp N Y'S OFFICE DaZ By:� 4 City Attorney ATTEST: Date: in Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 3'J Grace K. Leung City Manager CONSULTANT: Harris & Associates, Inc., a California corporation Date:_ W Zl T By: "�Ul _ =afr-abee ,4/, s -,n Zu k y Sz n fop- A, iP.Cz'4o e.. [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Harris & Associates, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES ASSESSMENT DISTRICT NO. 120 — PETITION CERTIFICATION, ENGINEER'S REPORT AND UNDERGROUND UTILITY SERVICES Project Background: The City of Newport Beach ("City") requires an assessment engineer to prepare the necessary engineering documents for the creation of an assessment district for the undergrounding of overhead utilities, pursuant to the Municipal Improvement Act of 1913 ("1913 Act"), Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (1931 Act"), Article XIII D of the California State Constitution ("Proposition 218") and current case law. Services will generally consist of preparation of an engineer's report, boundary map, and assessment diagram, mailing of the notice of public hearing and assessment ballot, attendance at community meetings and City Council meetings, tabulation of ballots, and review of bond documents for City's Assessment District No. 120 ("Assessment District"). PHASE ONE — ENGINEER'S REPORT AND FORMATION PROCEEDINGS Task 1 — Petition Package Certification Consultant will review the returned petition package and verify that the signatures on each of the petitions belong to individuals who are authorized to sign the petition and that the total land of the petitions returned represents at least 50% of the total land area in the Assessment District. In the event that Consultant cannot verify a signature, Consultant will coordinate with the City and the Assessment District proponents to obtain the necessary documentation to certify the signature. Once the sufficient information has been obtained, Consultant will prepare a Certificate of Sufficiency certifying that Consultant has reviewed the returned petitions and has verified that each returned signature is eligible to sign the Petition Package. Task 2 — Assessment Diagram Preparation Consultant will draft an Assessment Diagram detailing the benefiting parcels to be included in the Assessment District, the utility poles and lines to be undergrounded and the location of all riser poles based on the Boundary Map included in the Certified Petition Package. Consultant will meet with the City to review the Assessment Diagram and will make any revisions requested. Harris & Associates, Inc. Page A-1 Task 3 — Assessment Calculations and Engineer's Report Preparation Consultant will prepare draft assessment calculations based on up to three methodologies and will meet with the City to review the assessment calculations. Based on direction from the City, Consultant will revise the calculations and prepare a draft Preliminary Engineer's Report in accordance with the 1913 Act, the 1931 Act and Proposition 218 to include the following items: o 1931 Act Information and Tables; o Plans and Specifications (by reference); o Description of Works of Improvements; o Preliminary Estimate of Costs; o Assessment Diagram; o Method of Assessment Apportionment; o Assessment Roll with Preliminary Assessments; o Right -of -Way Certificate (executed by Superintendent of Streets); and o Certificate of Completion (executed by Director of Public Works). Following the City's review and comment, Consultant will incorporate all comments into the Preliminary Engineer's Report and will submit a Final Preliminary Engineer's Report, including apportionment and method of assessment distribution, resolution and staff report. Task 4 — Prepare the Boundary Map for Recordation and Record Consultant will prepare the Boundary Map to be approved at the Resolution of Intention in accordance with the requirements set by the Orange County Recorder and will record the document. Task 5 — City Council Resolution of Intention Attendance Consultant will attend the City Council meeting at which the resolution of Intention and Preliminary Engineer's Report are considered for approval and the Public Hearing is set. Task 6 — Prepare the Notices of Public Hearing and Assessment Ballots Consultant will prepare the Notices of Public Hearing and Assessment Ballots, including the property owner's name and mailing address, Assessor's Parcel Number and preliminary assessment amount, for mailing to all assessed property owners of record within the proposed Assessment District. Work will be performed in accordance with the 1913 Act and Proposition 218. A special council and the City will review and approve the Harris & Associates, Inc. Page A-2 contents of the Notice and the City will provide the envelopes for mailing. Following the mailing of the Notices of Public Hearing and Assessment Ballots, Consultant will prepare a written declaration that this task has been completed. Task 7 — Property Owner Inquiries and Coordination Consultant will provide Project support for property owners within the Assessment District via telephone and electronic mail regarding the Assessment District and coordinate issuance of replacement ballots, as requested by property owners. Task 8 — Public Hearing Attendance Consultant will attend the public hearing and will provide technical support, answer questions, tabulate the assessment ballots after the close of the public hearing and present the results to City Council. Task 9 — Engineer's Report Revisions Consultant will revise the Engineer's Report to incorporate any changes ordered by the City Council following the public hearing. Task 10 — Assessment District Coordination Meetings and Project Management Consultant will attend Assessment District coordination meetings on an as -needed basis with the City and property owners and will perform other needed project management tasks including responding to e-mails and phone calls from the City. Up to four (4) meetings are included in Phase One. PHASE TWO — ASSESSMENT CONFIRMATION AND BOND SALE Task 1 — Prepare Required Documentation for Recordation Consultant will prepare the Notice of Assessment Lien, List of Assessed Property Owner Names and Assessment Diagram for recordation and record the documents with the County Recorder. Task 2 — Prepare and Complete Mailing of First Cash Collection Notice Consultant will prepare the Notice of Assessment, including the confirmed assessment amount as well as cash payoff amount, for mailing to all assessed property owners of record within the confirmed Assessment District. The City Attorney and/or City's bond counsel shall review the contents of the Notice and the City will provide the envelopes for the mailing. Following the mailing, Consultant will prepare a written declaration that this task has been completed. Harris & Associates, Inc. Page A-3 Task 3 — Property Owner Inquiries and Coordination Consultant will provide Project support for property owners within the Assessment District via telephone and electronic mail regarding the Assessment District payoff process and coordinate issuance of replacement notices, as requested by property owners. Task 4 — Prepare the List of Paid and Unpaid Assessments Following the completion of the first cash collection period, Consultant will prepare the list of paid and unpaid assessments for use by the City. Task 5 — Notice of Lien Release Following the completion of the first cash collection period, Consultant will prepare the Notice of Lien Release for all parcels that paid off the assessment in full during the first cash collection period for execution by the City Clerk and recordation. Task 6 — Prepare and Complete Mailing of Second Cash Collection Notice Consultant will prepare the Notice of Assessment, including the confirmed assessment amount as well as cash payoff amount, for mailing to all assessed property owners of record within the confirmed Assessment District. The City Attorney and/or Bond Counsel shall review the contents of the Notice of Assessment and the City will provide the envelopes for the mailing. Following the mailing of the Notice of Assessment, Consultant will prepare a written declaration that this task has been completed. Task 7 — Property Owner Inquiries and Coordination Consultant will provide project support for property owners within the Assessment District via telephone and electronic mail regarding the Assessment District payoff process and coordinate issuance of replacement notices, as requested by property owners. Task 8 — Prepare the List of Paid and Unpaid Assessments Following the completion of the second cash collection period, Consultant will prepare the list of paid and unpaid assessments for use by the City. Task 9 — Notice of Lien Release Following the completion of the second cash collection period, Consultant will prepare the Notice of Lien Release for all parcels that paid off the assessment in full during the second cash collection period for execution by the City Clerk and recordation. Task 10 — Preliminary Official Statement and Bond Sale Consultant will assist the City and the Project team with review of the Preliminary Official Statement and the Official Statement. In addition, Consultant will provide basic Harris & Associates, Inc. Page A-4 assessment engineering, as necessary, to bring the Project to the point of initial bond sale. Task 11 — Assessment District Coordination Meetings and Project Management Consultant will participate in meetings with City staff, project administration and coordination with City staff, property owners, bond counsel, financial advisors, bond underwriter, appraiser, and other project consultants. Up to four (4) meetings are included in Phase Two. This task also includes project management required during Phase Two of the Project. PROPOSED SCHEDULE Phase One Phase Two April May Juce THD TBD TI Phase 2 - Assessment Confirmation and Bond Sale Duration -1 22 23 24 25 26 27 28 29 "1 Jt 3 s s 6 2 Pre are and Cam lett Mailing of 1-- Cash Collection Notice 1 week i N—L— D --b.' Juno- re F`b—y N%,h April 111oy Phase 1- Engineer's Report and Formation Proceedings Duration 1 2 3 4 5 6 7 8 9 10 11 L 13 14 15 16 t7 18 19 20 21 22 23 24 25 26 27 28 1 Petition Packa eCertification IWeek 4 Prepare the List of Paid and upaid Assessments 1 week ; 2 Assessment Diagram Preparation 2 W-1.6 II i I i i -- - - - - - - -- - - - - - - - -- - - ---------------------------------- - - - ----- - 3 Engineer's Report Preparation a: ----------------------------------------------------------------------------- 4 Prepare the Boundary Map for Recordatlon and Record ----------- 1 week - -- -- --" --�--; -- -- -- -- --- -- - -- -- -- -- -- --1---r-- -- -- 5 City Council Resolution of Intention Attendance 1/26/2021 I ; G Prepare the Notices of Public Hearing and Assessment Ballots 2 weeks ( I 7 Prop-erti Owner Inquires and ConrdinatfonAs — — - 9 Notice of Lien Release 1 week -------------- 8 Public Hearing Attendance V13/M21 aWeeks ; 9 En 'neer's Re ort Revisions 1 week 11 Assessment District Coordination Meetinr s and Proiect Manaeement Im Needed I 10 Assessment District Coordination Meetings and Project Management As Needed Phase Two April May Juce THD TBD TI Phase 2 - Assessment Confirmation and Bond Sale Duration -1 22 23 24 25 26 27 28 29 "1 Jt 3 s s 6 2 Pre are and Cam lett Mailing of 1-- Cash Collection Notice 1 week i gest culler 3 Prom Owner In uires and Coordination As Needed 4 Prepare the List of Paid and upaid Assessments 1 week S Notice of Lien Release i'Wc-k a: 6 Prepare and Complete Mail i n g of 2" Cash Collection Notice 1 Week I collect 7 Property Owner Inquires and Coordination As Needed _cash --------------------------------------- 8 Prepare Final List of Paid and Unpaid Assessments ----- — 1 Week I — — — — — — - 9 Notice of Lien Release 1 week 10 Preliminary Official Statement and Bond Sale aWeeks ; 11 Assessment District Coordination Meetinr s and Proiect Manaeement Im Needed I Harris & Associates, Inc. Page A-5 EXHIBIT B SCHEDULE OF BILLING RATES Phase One — Engineer's Report and Formation Proceedings: Tasks 1 through 10.................................Time and Materials, Not to Exceed $46,920 Phase Two — Assessment Confirmation and Bond Sale: Tasks 1 through 11.................................Time and Materials, Not to Exceed $32,480 Total All Services.................................Time and Materials, Not to Exceed $79,400 The following tables provide the estimated hours of work allocated for each of the Project tasks for Phase 1 and Phase 2 - Phase One TASK DESCRIPTION Sr. Director Alison M- Souley $2601he Hours Sr. Project Design Sr. Project Analyst Engineer Analyst Adam J. Marston Joel Na mine Carol 1. HIII S145/hr $145/hr $I-Whr Hours Hours Hours Project Anatyst Total Total Arn Selorio Estimated Estimated 5125/hr Hours fee Hours Task _ - Petition Package Certification 6 12 0 6 U 24 $ 4,200 Task 2 -Assessment Diagram Preparation 4 4 15 0 0 23 $ 3,795 Task 3 - En sneer`s Report Preparation 25 80 0 0 U 105 > 1s, 100 Task 4- City Council Resolution of Intention Attendance 3 3 0 1 0 U 6 S 1,215 Task 5 - Prepare the Boundary Mao for Recordation and Record 2 2 5 0 4 L3 $ 2,0135 Task 6 - Prepare the Notices of Public flearmg and Assessment Ballots 2 3 0 4 S 17 $ 2,555 Task 7- Prooerty Owner Inquiries and Coordination 0 1B 0 10 0 20 $ 2,990 Task 8 -Public Hearing Attendance 6 6 0 6 U is 5 3,330 Task) - Engineer's Report Revisions 3 6 2 0 U 11 5 1,940 Task SO - Assessment District Coordination Meenngs and Prosect Management 19 20 0 0 U 39 $ 6,8W rvtar. w — cc co u I [r[ I S 4b,`Jm I Phase Two TASK DESCRIPTION Sr. Director Alison M. souley $26u/hr Hours Sr. Project Design Analyst Engineer Adam J. Marston Joel Na mine $145ihr $14S/hr Hours Hours Sr. Project Analyst Carol J. HIII $L4J/hr Hours Project Analyst Arn Selodo $12SAr Hours Total Total Estimated Estimated Hours fee Task 1 - Prepare fleouired Documentation for Recordation 2 3 4 4 U 13 $2,135 Task 2 - Prepare and Complete Mailing of 1'r Cash Collection Notice 3 3 U 3 S 17 $2,665 Task 3 - Property Owner Inquiries and Coordination 3 6 u 1 6 0 L5 1 $2,550 Task 4 - Prepare the List of Paid and Unpaid Assessments i 3 U 3 U 9 $1,665 Task 5- ,Notice of Len Release 3 3 U 3 U 9 $1,665 Task 6 - Prepare and Complete Mailing of 2"' Cash Collection Notice 3 3 0 3 8 17 $2r665 TasK 7 - Pro ettv Owner Inquiries and Coordination 3 6 U 6 U i5 $2,550 Task S - Prepare the List of Paid and Unpaid Assessments 3 5 U 5 U 13 $42SS Task 9 -Notice of Len Release 3 5 U 5 U 13 $2,255 Task 10- Preenar t7ffoaI Statement and Bond Sale lU 15 U p 0 25 $4,775 Tars 11 -Assessment District Coordination Meetings and Project flana4eniertt 15 20 U 0 U 35 $5to0 Tas < 12 - Reimbursable Ex p ens as 0 U U 0 U U 551)U rear: — .c v w — I — I ;.Jz- au I Harris & Associates, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its 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. Harris & Associates, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City; its 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. ollowing: 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 Harris & Associates, Inc. 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. Harris & Associates, Inc. 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. Harris & Associates, Inc. Page C-4 Reyes, Raymund From: Customer Service <customerservice@ebix.com> Sent: Friday, January 15, 20216:02 PM To: Reyes, Raymund; Insurance Cc: sagar@ebix.com Subject: Compliance Alert -Vendor Number FV00000404 [EXTERNAL EMAIL] 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. FV00000404 Harris & Associates, Inc. Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.