HomeMy WebLinkAboutC-8789-1 - PSA for Preparation of Development Impact Fee Studyf
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ti AMENDMENT NO. ONE TO
00 PROFESSIONAL SERVICES AGREEMENT
a WITH WILLDAN FINANCIAL SERVICES FOR
KJ PREPARATION OF DEVELOPMENT IMPACT FEE STUDY
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 8th day of November, 2023
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and WILLDAN FINANCIAL SERVICES, a
California corporation ("Consultant"), whose address is 27368 Via Industria, Suite 200,
Temecula, CA 92590, and is made with reference to the following:
RECITALS
A. On October 15, 2021, City and Consultant entered into a Professional Services
Agreement ("Agreement") for Preparation of Development Impact Fee Study
("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to December 31, 2024.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2024, unless terminated earlier as set forth herein."
2. 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]
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: /l • Z- 2-,3
By:
aro C.
Ci Attor ey T�//"
��3
ATTEST:
Date: /) y. 9W
City Clerk
}
►U
CITY OF NEWPORT BEACH,
a California muni al orpor tion
Date:
By:
Seimone Jurjis
Community Development Director
CONSULTANT: WILLDAN FINANCIAL
SERVICES, a California corporation
Date:
Signed in Counterpart
By:
Mark J. Risco
Chief Executive Officer
Date:
Signed in Counterpart
Bv:
Rebekah L. Smith
Assistant Secretary
[END OF SIGNATURES]
Willdan Financial Services 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: // • Z- 2-,3
By: -", /-/ �' r/c,
aro C. ryJS
Ci Attor ey
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Seimone Jurjis
Community Development Director
CONSULTANT: WILLDAN FINANCIAL
SERVICES, a Calif nia corporation
Date:
By:4�,
Mark J. Ris
Chief Executive Officer
Date:
By:Lt0AAkNh0(h--�
Rebekah L. Smith
Assistant Secretary
[END OF SIGNATURES]
Willdan Financial Services Page 2
PROFESSIONAL SERVICES AGREEMENT
WITH WILLDAN FINANCIAL SERVICES FOR
PREPARATION OF DEVELOPMENT IMPACT FEE STUDY
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 15th day of October, 2021 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and WILLDAN FINANCIAL SERVICES, a California corporation ("Consultant"), whose
address is 27368 Via Industria, Suite 200, Temecula, California 92590, 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 prepare a Development Impact Fee Study
("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, 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 fixed fee 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 Four Thousand
Nine Hundred Twenty Five Dollars and 00/100 ($74,925.00), 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 invoices at the completion of each Tasks identified
in Exhibit B. City shall pay Consultant no later than thirty (30) calendar days after approval
of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
Willdan Financial Services Page 2
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 James Edison 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 Community Development Department.
City's Associate Planner 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
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.
Willdan Financial Services Page 3
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 Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
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.
Willdan Financial Services Page 4
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
Willdan Financial Services Page 5
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 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
Willdan Financial Services Page 6
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
Willdan Financial Services Page 7
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") 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.
24.2 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.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Associate Planner
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: James Edison
Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
Willdan Financial Services Page 8
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
Willdan Financial Services Page 9
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall 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.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Willdan Financial Services Page 10
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: iro/off/�1
CITY OF NEWPORT BEACH,
a California u cipal corporation
Date: LO,Y Z -Z
By. By. ` L;o
eAttorney
arp I tc•5.21 Seimone Jurjis Community Development Director
ATTEST:
Date-.—
L '�Iani Iv Brown
ei
City Clerk
CONSULTANT: Willdan Financial
Services, a California corporation
Date:
Signed in Counterpart
By:
Mark J. Risco
Chief Executive Officer
Date:
Signed in Counterpart
By:
Rebekah L. Smith
Assistant Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Willdan Financial Services 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:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
so
4ron C. Harp to-sr1-I Seimone Jurjis
ity Attorney Community Development Director
ATTEST:
Date:
as
Leilani I. Brown
City Clerk
CONSULTANT: Willdan Financial
Services, a California corporation
Date: October 11 ,.,3023,,
By:
Mark J. Ris
Chief Executive Officer
Date: October 11, 2021
By:
Rebekah L. Smith
Assistant Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Willdan Financial Services Page 11
EXHIBIT A
SCOPE OF SERVICES
Willdan Financial Services Page A-1
Scope of Work
The Willdan/Kimley-Horn team will work with the City to develop development impact fees consistent with the Mitigation
Fee Act and other applicable laws. We want to ensure that our scope of services is responsive to the City's needs and
specific local circumstances. We will work with the City to revise our proposed scope based on input prior to approval
of a contract, and as needed during the course of the study.
The potential fee categories to be included in this study are as follows:
• Recreation
• Water connection fee
• Sewer connection fees
• Fairshare traffic fees
■ Fire/life safety services (includes lifeguard
services)
• Library
■ Legal fees
■ Homeless services
■ In lieu park fees (for rentals)
■ Police
Task 1: Identify and Resolve Policy Issues
Objective: Identify and resolve policy issues raised by the study.
Description: Review agency documents related to existing capital planning policies and funding programs including
existing impact fees. Bring policy issues to City staff's attention, as appropriate, during the project and
seek guidance prior to proceeding. Potential policy issues include:
• Adequacy of General Plan and other public facility planning policies (e.g. level of service
standards);
• Impact fee ordinances and resolutions, and prior nexus studies;
■ Availability of existing public facility master plans and the Capital Improvement Plan (CIP) to
identify needed facilities;
• Types of facilities to be funded by each fee;
• Land use categories for imposition of fees;
■ Nexus approach to determining facility standards;
■ Nexus approach to allocating cost burden among land uses, including need for separate fee
zones;
■ Potential alternative funding sources, if needed;
■ Assistance developing fee reduction, modification strategies and/or waivers of fees to incentivize
local policy goals;
• Funding existing deficiencies, if identified; and
■ Implementation concerns and strategies.
Meeting: One meeting to initiate the project, discuss data needs, and begin discussion of applicable policy
issues.
Deliverables: Information requests, revised project scope and schedule (if needed), and brief summary of policy
decisions (if needed).
Task 2: Identify Existing Development and Future Growth
Objective: Identify estimates of existing levels of development; and identify a projection of future growth
consistent with current planning policy.
Description: Identify base year for estimating existing levels of development and for calculating facility standards
based on existing facility inventories (see Task 3). Include entitled development that would be exempt
from fee program.
A WILLDAN Development Impact Fee 1s
Study; RFP No. 22-05
Consult with City staff to identify growth projections to a defined long-range planning horizon (10 to 30
years). Projections provide a basis for determining the facilities needed to accommodate growth (see
Task 4). Consider projections from regional metropolitan planning agencies and other available
sources.
Develop approach for converting land use data to measure of facility demand. For example, identify
population and employment density factors to convert population and employment estimates to
dwelling units and building square footage. Select appropriate approach for each impact fee
based on:
■ Available local data on facility demand by land use category
• Approaches used by other agencies, and
■ Support for other agency policy objectives
Changes to estimates and projections during subsequent tasks could cause unanticipated effort and
require an amendment to the scope of services and budget. Obtain approval of estimates and
projections from City staff prior to proceeding.
Task 3: Determine Facility Standards
Note: Conduct Tasks 3, 4, and 5 separately for each intended facility and fee type. Conduct tasks
concurrently because of the effect of facility standards (Task 3), facility needs (Task 4), and alternative
funding (Task 5) on the fee calculation.
Objective: Determine standards to identify facilities required to accommodate growth.
Description: Identify and evaluate possible facility standards depending upon the facility type, current facility
inventory data, and available facility planning documents. Consider use of:
• Adopted policy standards (e.g. General Plan, master facility plans);
■ Standards derived from existing facility inventories; or
■ Standards derived from a list of planned facility projects.
City staff to provide policies, inventories, and project lists.
Per the City's request, Willdan will research the feasibility of a homeless services fee to offset the
demand for support of individuals experiencing homelessness, including the precedent for such a fee
type. Recommendations specific to a incentive or fee waiver for project types that include affordable
housing or those where a homeless services fee is not applicable, will be explored as well.
Task 4: Determine Facilities Needs and Costs
Objective: Identify the type, amount and cost of facilities required to accommodate growth and correct
deficiencies, if any.
Description: Quantify total planned facilities based on growth projection from Task 2 and facility standards from
Task 3. Express planned facilities in general quantities such as acres of parkland, or as a specific list
of capital projects from a master facility plan.
Location of planned facilities may or may not be specified. If only a general description of planned
facilities is available through the planning horizon, City staff to provide a list of specific capital projects
for use of fee revenues during the short term (e.g. five years).
Distinguish between facilities needed to serve growth (that can be funded by impact fees), and facilities
needed to correct existing deficiencies (that cannot be funded by impact fees). Use one of three cost
allocation methods (existing inventory, system plan, or planned facilities).
Gather planning -level data on new facilities costs based on lump sum project cost estimates, or unit
costs and project quantities (acres, building square feet, lane miles, etc.). Consider recent City
experience, local market data such as land transactions, and consultant team experience from prior
projects. Inflate older cost estimates to base year using appropriate cost indices.
W'W I LLDAN Development Impact Fee
Study; RFP No. 22-05 16
Willdan will also evaluate the need for fee zones or other differentiation of fees imposed on
development in the City. The zones can be determined based on the nexus between particular
infrastructure improvements and areas of development, or based on policy objectives such as transit
oriented development.
Traffic Improvements & Costs: Kimley-Horn will identify relevant projects from the General Plan
circulation element and other neighborhood and citywide planning documents that identify needed
capital investments. They will also review EIRs that have been completed in the City within the past
five years and their associated conditions of approval to create a list of traffic mitigation measures
identified in those documents. Guidance will be needed from the City regarding the projects that have
been entitled but not yet constructed, and the need to create a realistic set of traffic improvements for
the desired planning horizon. The result will be a list of multimodal traffic network improvements
identified through previous planning and environmental review processes. This list can then be
compared against the City's most recent Capital Improvement Program. Willdan/Kimley-Horn will work
with the City to review and finalize this project list. The intent will be to select a set of projects that
achieve the City's goals and can be demonstrated to be needed in order to serve the demands of new
development in the City.
It is assumed that the City will be able provide planning -level cost estimates for the TIF projects. These
planning -level cost estimates will be reviewed to confirm that they are reasonable based on the typical
costs for traffic engineering projects, such as traffic signal installations or modifications, bicycle
facilities, or redesigned intersections. If additional project cost estimates are required, Kimley-Horn is
available to support the City.
Sewer and Water Connection Fees: It is understood that the City's existing connection fees for new
development are possibly negligible or nonexistent. As part of this engagement, Willdan will analyze
and provide recommendations specific to the possibility of new sewer and water connections. Per the
RFP Scope of Services, Willdan will evaluate potential connection fees using one of the two methods
outlined below, as well as provide a recommendation regarding which approach is best for the City:
■ "Buy -in fee" for connecting to an existing water and sewer system, which provides a mechanism
for new development to compensate the City for the existing water and sewer infrastructure they
will benefit from or otherwise would have needed to construct.
■ Nexus study to link a one-time connection fee to required utility improvements for new
development, referred to internally as the "Expansion/Capital Improvement Method."
Without further study, Willdan cannot determine which of the two methodologies will best suit the City.
Typically the simplest approach is to examine the current level of investment per capita and use that
to calculate the fee for future development, having development maintain the level of investment as
the City grows. Willdan can calculate the fee in a number of ways and assist the City with a
determination of which approach best meets the City's needs and policy goals.
Willdan will also identify potential costs that the City may bear over the build out of the 2021 General
Plan if the new sewer and water connection fees are not adopted. The estimated cost of construction
will be made clear, as well as the City's estimated subsidy/contribution should the connection fees not
be adopted.
Task 5: Identify Funding and Financing Alternatives
Objective: Determine the extent of alternative (non -fee) funding available for new facilities.
Description: If impact fees only partially fund a capital project, the Mitigation Fee Act requires the agency report on
the anticipated source and timing of the additional funding every five years. There are two types of
alternative funding sources that we will identify:
1. Funding from non -impact fee sources to correct existing deficiencies; and
2. Funding from new development other than impact fees that must be credited against new
development's impact fee contributions, possibly including taxes paid to finance facilities.
Identify anticipated alternative funding based on information from City staff, or note that funds are still
to be identified based on a list of probable funding alternatives. If fees will fund debt service include
financing costs in the total cost of facilities.
Assume facilities to be funded predominantly on a pay-as-you-go basis.
NA/W I LLDAN Development Impact Fee
Study; RFP No. 22-05 ��
Task 6: Comparison Survey
Objective: Prepare a comparison of the current and proposed impact fees to those of comparable/surrounding
jurisdictions, including connection fees.
Description: To ensure reasonableness, consistency and feasibility, the preparation of a comparison survey can
be beneficial. The survey identifies the similar development impact fees charged by surrounding and
comparable cities. Typically, an analysis of impact fees charged to a series of prototype developments
(such as residential, retail, etc.) in order to provide an "apples to apples" comparison, but the exact
methodology will be set in consultation with the City. This comparison will be limited to four other
jurisdictions.
Deliverables: Findings from the survey will be documented in a fee comparison survey.
Task 7: Prepare Needs Assessment Report/Infrastructure Improvement Plan
Objective: Determine and quantify the expected demand levels reflective of anticipated uses for City services
created by projected development. Also prepare an Infrastructure (or Facilities) Improvement Plan
("IIP") reflecting costs associated with the infrastructure necessary to existing maintain service levels.
Description: Once requested data is provided and evaluated in previous tasks, meet with City staff to discuss future
projects that are proposed to be funded by development impact fees. During meetings, we will discuss
the following:
• Existing service level information provided in prior tasks;
■ Existing and planned capacity for related facility projects developed by the City;
■ Future facilities and capital improvement cost estimates provided by the City;
• Service level capacity added by future improvements to serve new growth, which may include:
o Improvements to current facilities/equipment related to upgrading or updating facilities to
maintain current service levels, improve service levels or meeting stricter regulatory standards
by service area;
o Improvements related to expanding capacity to serve new growth; and
o Estimate the total existing and future housing units and non-residential square feet based on
previous determined Land Use Assumptions.
• Projected or anticipated capital funding sources for growth -related facility improvements.
Based on the demographic and facilities analysis above, prepare a needs assessment that documents
the anticipated demand from growth projected in the City. Prepare an IIP that estimates the cost of
the facilities needed to serve future growth. The needs analysis and infrastructure plan will also
consider possible discuss potential service area/zone designations (including infill areas) to better
tailor the City's fee program to infrastructure implementation and policy goals.
Meeting: Meet with City staff and prepare materials to review preliminary IIP.
Deliverables: Needs Assessment/Infrastructure Improvement Plan
Task 8: Calculate Fees and Prepare Reports
Objective: Provide technically defensible fee report that comprehensively documents project assumptions,
methodologies, and results.
Description: Generate fee schedule to apportion facility costs to individual development projects. Use facility costs
per unit of demand multiplied by demand by land use category based on data developed in prior tasks.
Kimley-Horn will utilize the growth projections from the model and PM peak hour trip generation rates,
in order to calculate fees for each land use category that reflect that category's typical impact on the
traffic system.
Prepare draft report tables for City staff to review that document each step of the analysis, including
schedule of maximum justified fees by facility type land use category.
Following one round of comments from City staff on the quantitative analysis and fee schedules,
prepare administrative draft report. Following one round of comments on the administrative draft,
prepare public draft for presentation to interested parties, the public and elected officials. Prepare final
W WILLDAN Development Impact Fee
Study; RFP No. 22-05 �$
report if necessary, based on one round of comments received on the public draft report. Submit up
to ten bound copies of the final report. If requested, post report on our website for public access.
Provide legal counsel with copies of fee resolutions and ordinances used by other jurisdictions.
Meetings: Four meetings: one meeting to review the initial project results; one public workshop (anticipated to
last up to two hours), one City Council Study Session; and one Council meeting at a public hearing to
present the final report for adoption.
Deliverables: Draft report tables, administrative draft report, public draft report, final report (if needed), and slide
presentation (if needed).
Staff Support
To complete our tasks, we will need the cooperation of City staff. We suggest that the City assign a key individual to
represent the City as the project manager who can function as our primary contact. We anticipate that the City's project
manager will:
• Coordinate responses to requests for information;
• Coordinate review of work products; and
■ Help resolve policy issues.
Willdan/Kimley-Horn will rely on the validity and accuracy of the City's data and documentation to complete this study.
Willdan/Kimley-Horn will rely on the data as being accurate without performing an independent verification of accuracy
and will not be responsible for any errors that result from inaccurate data provided by the client or a third party.
W W I LLDAN Development Impact Fee
Study; RFP No. 22 -OS 79
Cost Proposal
Based upon the scope of work outlined within our technical proposal, Willdan Financial Services proposes a fixed fee
of $74,925 to prepare the City of Newport Beach's Development Impact Fee Study. Please note the proposed fee
does not include services specific to facilities cost estimates for the fairshare traffic fees to be conducted by
Kimley-Horn & Associates. At present, the cost estimates needed for this fee category have not been clearly defined
within in RFP No. 22-05. Willdan and Kimley-Horn will work with the City to establish what is needed, including the
appropriate level of detail/analysis and cost
Specific to the request to provide an estimated cost for each fee category, due to the inclusion of fees for atypical
categories (legal and homeless services) it is difficult to provide an estimated cost for each impact fee category
proposed by the City. Although it has been Willdan's experience that the cost per impact fee category is typically
$10,000 for those projects involving more than three separate impact fee types.
The table below provides a breakdown of the proposed fixed fee by task and Willdan team member.
Fee for Services
Notes:
■ The fee denoted above includes attendance at up to six in-person meetings with City staff, stakeholders, and
City Council.
■ Attendance at more than four meetings will be billed at a per meeting fee. Attendance at additional on-site
meetings or presentations will be $1,500 per meeting; attendance at additional remote meetings or presentations
will be $850 per meeting.
■ The fee denoted above includes the following potential impact fee categories: library, recreation, police, fire/life
safety services, homeless services, in lieu park fees, water and sewer connections, and legal.
• Comprehensive written responses to resolve conflicts or preparation of more than one set of major revisions to
the draft report, will be classified as Additional Services, and may require additional billing at hourly rates stated
in the hourly rate schedule listed below. These additional fees shall only take effect once the fixed fee stated
above has been exceeded.
■ Our fixed fee includes all direct expenses associated with the project.
• We will invoice the City monthly based on percentage of project completed.
W W I LLDAN Development Impact Fee
Study; RFP No. 22-05
Willdan Financial Services
J. EdisonI
C. Villarreal
C. Fisher
Project
Technical
Engagement
Manager
Advisor
Director
$ 240
-- - - -
$ 165
-
$ 250
Hours
Cost
Task 1: Identify & Resolve Policy Issues
14.0
22.0
4.0
40.0
$ 7,990
Task 2: Identify Exsting Development & Future Growth
12.0
26.0
2.0
40.0
7,670
Task 3: Determine Facility Standards
16.0
32.0
2.0
50.0
9,620
Task 4: Determine Facilities Needs & Costs
18.0
30.0
4.0
52.0
10,270
Task 5: Identify Funding & Financing Alternatives
14.0
30.0
2.0
46.0
8,810
Task 6: Comparison Survey
4.0
13.0
1.0
18.0
3,355
Task 7: Prepare Needs Assessment Report/IIP
14.0
32.0
2.0
48.0
9,140
Task 8: Calculate Fees & Prepare Report
34.0
54.0
4.0
92.0
18,070
126.0
239.0
21.0
386.0
$ 74,925
Notes:
■ The fee denoted above includes attendance at up to six in-person meetings with City staff, stakeholders, and
City Council.
■ Attendance at more than four meetings will be billed at a per meeting fee. Attendance at additional on-site
meetings or presentations will be $1,500 per meeting; attendance at additional remote meetings or presentations
will be $850 per meeting.
■ The fee denoted above includes the following potential impact fee categories: library, recreation, police, fire/life
safety services, homeless services, in lieu park fees, water and sewer connections, and legal.
• Comprehensive written responses to resolve conflicts or preparation of more than one set of major revisions to
the draft report, will be classified as Additional Services, and may require additional billing at hourly rates stated
in the hourly rate schedule listed below. These additional fees shall only take effect once the fixed fee stated
above has been exceeded.
■ Our fixed fee includes all direct expenses associated with the project.
• We will invoice the City monthly based on percentage of project completed.
W W I LLDAN Development Impact Fee
Study; RFP No. 22-05
• Additional services may be authorized by the City and will be billed at our then -current hourly overhead consulting
rates.
City shall reimburse Willdan for any costs Willdan incurs, including without limitation, copying costs, digitizing costs,
travel expenses, employee time and attorneys' fees, to respond to the legal process of any governmental agency
relating to City or relating to the project. Reimbursement shall be at Willdan's rates in effect at the time of such
response.
Hourly Fee Schedule
Provided below is Willdan's hourly rate table identifying current hourly rates.
Group Director
$250
Managing Principal
$240
Principal Consultant
$210
Senior Project Manager
$185
Project Manager
$165
Senior Project Analyst
$135
Senior Analyst
$125
Analyst II
$110
Analyst 1
$100
Fee Schedule
KIMLEY-HORN AND ASSOCIATES, INC.
HOURLY RATE SCHEDULE
Effective thry June 30, 2022
SUPPORT STAFF
$115.00 - $130.00
DESMER/rECNNICIAN/CADD OPERX OR
$105.00 - $165.00
ANALYST
$115.00 - $160.00
PROFESSIONAL
$160.00 - $230.00
SENIOR PROFESSIONAL.
$230.00 - $305.00
PRINCIPAL
$275.00 - $325.00
EVENSES
SUBCONSULTANT MARK -IJP 15%
COST + 6 15%
Ubte Billing Rates are rewmed yearly and are adjusted as necessary
VY W I LLDAN Development Impact Fee
Study; RFP No. 22-05 2
EXHIBIT B
SCHEDULE OF BILLING RATES
Willdan Financial Services Page B-1
City of Newport Beach
Cost Proposal
Based upon the scope of work outlined within our technical proposal, Willdan Financial Services proposes a fixed fee
of $74,925 to prepare the City of Newport Beach's Development Impact Fee Study. Please note the proposed fee
does not include services specific to facilities cost estimates for the fairshare traffic fees to be conducted by
Kimley-Horn & Associates. At present, the cost estimates needed for this fee category have not been clearly defined
within in RFP No. 22-05. Willdan and Kimley-Horn will work with the City to establish what is needed, including the
appropriate level of detail/analysis and cost
Specific to the request to provide an estimated cost for each fee category, due to the inclusion of fees for atypical
categories (legal and homeless services) it is difficult to provide an estimated cost for each impact fee category
proposed by the City. Although it has been Willdan's experience that the cost per impact fee category is typically
$10,000 for those projects involving more than three separate impact fee types.
The table below provides a breakdown of the proposed fixed fee by task and Willdan team member.
City of
•• Beach
Development•
.Study
Fee for Services
Willdan Financial Services
J. Edison C.
Villarreal
C. Fisher
En al ement
g g
Project
Technical
Director
Manager
Advisor i
$ 240 $
165
$ 250
Hours
Cost
Task 1: Identify & Resolve Policy Issues
14.0
22.0
4.0
40.0
$ 7,990
Task 2: Identify Existing Development & Future Growth
12.0
26.0
2.0
40.0
7,670
Task 3: Determine Facility Standards
16.0
32.0
2.0
50.0
9,620
Task 4: Determine Facilities Needs & Costs
18.0
30.0
4.0
52.0
10,270
Task 5: Identify Funding & Financing Alternatives
14.0
30.0
2.0
46.0
8,810
Task 6: Comparison Survey
4.0
13.0
1.0
18.0
3,355
Task 7: Prepare Needs Assessment Report/IIP
14.0
32.0
2.0
48.0
9,140
Task 8: Calculate Fees & Prepare Report
34.0
54.0
4.0
92.0
18,070
126.0
239.0
21.0 !,
386.0
$ 74,925
Notes:
■ The fee denoted above includes attendance at up to six in-person meetings with City staff, stakeholders, and
City Council.
■ Attendance at more than four meetings will be billed at a per meeting fee. Attendance at additional on-site
meetings or presentations will be $1,500 per meeting; attendance at additional remote meetings or presentations
will be $850 per meeting.
■ The fee denoted above includes the following potential impact fee categories: library, recreation, police, fire/life
safety services, homeless services, in lieu park fees, water and sewer connections, and legal.
■ Comprehensive written responses to resolve conflicts or preparation of more than one set of major revisions to
the draft report, will be classified as Additional Services, and may require additional billing at hourly rates stated
in the hourly rate schedule listed below. These additional fees shall only take effect once the fixed fee stated
above has been exceeded.
• Our fixed fee includes all direct expenses associated with the project.
• We will invoice the City monthly based on percentage of project completed.
W"W I LLDAN Development Impact Fee
Study; RFP No. 22-05 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, 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
Willdan Financial Services 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:
Willdan Financial Services 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. 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
Willdan Financial Services Page C-3
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-
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.
Willdan Financial Services Page C-4