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HomeMy WebLinkAboutC-8727-1 - PSA for Tamura Shallow Well Rehabilitation Hydrogeologic ServicesC� 9© AMENDMENT NO. TWO TO ' PROFESSIONAL SERVICES AGREEMENT c.i WITH RICHARD C. SLADE & ASSOCIATES LLC FOR TAMURA SHALLOW WELL REHABILITATION HYDROGEOLOGIC SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 2nd day of November, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RICHARD C. SLADE & ASSOCIATES, LLC, a California limited liability company ("Consultant"), whose address is 14051 Burbank Blvd, Suite 300, Sherman Oaks, CA 91401, and is made with reference to the following: RECITALS A. On August 25, 2021, City and Consultant entered into a Professional Services Agreement ("Agreement") for Tamura Shallow Well Rehabilitation Hydrogeologic Services ("Project"). B. On February 28, 2023, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to December 1, 2025. 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 1, 2025, 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. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Ir-3/-23 CITY OF NEWPORT BEACH, a California municipal corporation Date: u / 1 ;lj 124 2 By: By: ar n C. MSGra . Leung y Attor e �0%i�3 Ci anager ATTEST: Date: A-14 2A-)*3 / Jaj :• City Clerk CONSULTANT: Richard C. Slade & Associates LLC, a California limited liability company Date: Signed in Counterpari By: Richard C. Slade Manager Date: By: Signed in Counterpart Linda Slade Manager [END OF SIGNATURES] Richard C. Slade & Associates LLC Page B-2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: /o - 3/ Z3 By: c - I �-- ,Aa—ro C. CCr Attor �f23 ATTEST: Date: M Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager CONSULTANT: Richard C. Slade & Associates LLC, a California limited liability company Date: /0A120 By: Linaa timae Manager [END OF SIGNATURES] Richard C. Slade & Associates LLC Page B-2 AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH RICHARD C. SLADE & ASSOCIATES, LLC FOR TAMURA SHALLOW WELL REHABILITATION HYDROGEOLOGIC SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 28th day of February, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RICHARD C. SLADE & ASSOCIATES, LLC, a California limited liability company ("Consultant"), whose address is 14051 Burbank Blvd, Suite 300, Sherman Oaks, California 91401, and is made with reference to the following: RECITALS A. On August 25, 2021, City and Consultant entered into a Professional Services Agreement ("Agreement") to provide Tamura Shallow Well Rehabilitation Hydrogeologic Services ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Sixty Two Thousand Nine Hundred Forty Four Dollars and 00/100 ($162,944.00), 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 Eighty Eight Thousand Seven Hundred Forty Four Dollars and 00/100 ($88,744.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Richard C. Slade & Associates, LLC 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: By: ron C. Harp City Attorney ATTEST: Date: By. )V62 Leilani I. Brown City Clerk `s IJFOii% CITY OF NEWPORT BEACH, a California municipal corporation Date: 3116 /z d2 3 By: Go C�%J tt-s Noah Blom Mayor CONSULTANT: Richard C. Slade & Associates, LLC, a California limited liability company Date. - Signed in Counterpart By: Richard C. Slade Manager Date: Signed in Counterpart Linda Slade Manager [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Richard C. Slade & Associates, LLC 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 Dater .7 5? By:J=l ron C. Har a1ij-z3 -bU City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Noah Blom Mayor CONSULTANT: Richard C. Slade & Associates, LLC, a California limited liability company [1-7 Date: �l �i/� 57 icrTar;!5iaae Manager Date: By: Linda Slade Manager [END OF SIGNATURES] Exhibit A - Scope of Services Richard C. Slade & Associates, LLC _ Page 3 EXHIBIT A SCOPE OF SERVICES Task 6 — Technical Specifications for Well Rehabilitation Consultant shall prepare site -specific Technical Specifications and line -item bid sheets for rehabilitation operations for the subject well. These Specifications will be prepared so that these rehabilitation operations can be performed by a Contractor under one set of documents and under one contract to the City. The Specifications and bid items will include the following: 1. Equipment to be utilized and size of work area needed. 2. The type of site preparation work needed at the site before the equipment is mobilized to the site. 3. Removal of the existing pump for the well. 4. Video surveys to be performed during and following rehabilitation of the well. 5. The depth intervals of well casing to be rehabilitated. 6. The type of mechanical well rehabilitation methods will be evaluated and included in the Technical Specifications, as needed. These methods could include the following: o Wire brushing & bailing. o Dual -swab airlifting and surging. o "Air -Jetting", consisting of either the AirBurst°or Bore Blast° methods. 7. The types and sizes of the casing liner and new gravel pack to be installed (to mitigate existing downwell sanding problems). 8. The types and volumes of various chemicals and their emplacement methods that might be needed during chemical rehabilitation for the well. 9. Discharge locations and treatment options/consideration for the discharge of all fluids generated from the well during all rehabilitation tasks (especially if chemicals are used). 10. Parameters for pumping redevelopment and final pumping tests of the newly - lined well. 11. Discharge requirements and NPDES permit compliance. 12. Final downwell flowmeter and video surveys in the well. 13. Installation of a new permanent pump. A line item estimate for the probable cost of the rehabilitation work will also be prepared. This will be provided to permit comparison with the Contractor bids received by the City. We will provide the Technical Specifications to you so that they can be merged with standard City "boiler plate" documents. Richard C. Slade & Associates LLC Page A-1 Task 7 — Pre -Bid Meeting and Bid Assistance Consultant will prepare for and attend the pre -bid meeting and provide pre -bid clarifications and/or addenda, if necessary, for well rehabilitation. We will also help City Staff in reviewing the received bids. The purpose of the pre -bid meeting is to help potential bidders better understand site logistics such as access, available water supply, location of utilities, and fluids disposal options at the well site. Consideration will be focused on discharge of fluids from the rehabilitation operations and subsequent testing of the well. Task 8 — Field Monitoring of Well Rehabilitation Operations Once a contract has been awarded by the City, Consultant's groundwater geologists will be available to provide field observation of Contractor activities at the well site. The field observation services are to help provide the City with a basic record of Contractor activities at the site and to help document that the Contractor performed the work in compliance with the Technical Specifications. Tasks for which Consultant will provide field services during the rehabilitation project for the well could likely consist of the following: o Subtask 8.1: Removal of Existing Pump. Consultant's field groundwater geologist will be present to observe on a part-time basis during the removal of the existing pump from the well. Details on the amount of pump column removed and the physical condition will be described in a report. Photographs of the removed pump components will also be obtained by the field groundwater geologist. o Subtask 8.2: Brushing and Bailing. Observe the wire brushing of the existing well casing and removal of sediment fill, if any, via bailing, in the well. Consultant's groundwater geologist will be present to measure the brush, to check if it is of the correct diameter, and to observe this brushing. It is anticipated, at this time, that a maximum of four (4) days of brushing and bailing could be performed in the well; this work will also encompass initial treatment with hydrogen peroxide during this task. o Subtask 8.3: Downwell Video Surveys. It is assumed that there will be a maximum of three (3) downwell video surveys in the well during rehabilitation operations. Consultant's field groundwater geologist will be present at each video survey. Based on the initial survey following brushing and bailing the existing well casing, the final rehabilitation tasks that will be needed for the well will be determined. o Subtask 8.4: Chemical Treatment. The Contractor is to perform chemical development in the existing well casing, and this will involve the use of Herc ChemTech-formulated chemical mixtures that are to be injected into the well by the Contractor. It is anticipated that chemical treatment will be initially performed using hydrogen peroxide to clean the existing well casing and, thereby, render the inside of the existing well casing visible for observation of possible holes in the existing well casing. Should chemical treatment be required, it is estimated that no greater than five (5) days will be needed by the Contractor for the existing well. The onsite groundwater geologist will record the volumes and types of chemicals used in the process and during use of a dual -swab tool for chemical emplacement. Richard C. Slade & Associates LLC Page A-2 o Subtask 8.5: Mechanical Development (Swabbing & Airlifting). Monitor dual swab airlifting and swabbing to remove the chemicals and help redevelop the existing well casing, principally the louvered sections of that casing. The field groundwater geologist will be present on a part-time basis during this task. o Subtask 8.6: Casing Liner Installation. It is anticipated that the installation of a full casing liner will be needed for the well. Thus, Consultant will be present to observe the installation of this full liner and its adjoining gravel pack in the well. This will include Staff time for reviewing the caliper and gyroscopic alignment surveys, to check the deviation of the original well casing. This will also include a video survey of the liner, following its installation in the well. It is assumed that a groundwater geologist will be present on a full-time basis during this task. o Subtask 8.7: "Air -Jetting". Observe "Air -jetting" methods conducted by the Contractor, which will help settle the gravel pack around the outside of the new casing liner. At the current time, it is anticipated that the AirBursto or Bore Blast° methods will be utilized by the Contractor. This task is estimated to entail at least one (1) day. An groundwater geologist will be present onsite when the selected method is being performed. o Subtask 8.8: Pumping Redevelopment. Consultant will be present on a part-time basis, during startup and near the end of pumping redevelopment of the newly - lined well. Consultant will obtain the pumping development sheets from the pumper, on a daily basis (via mobile messaging or email), during the pumping redevelopment process. o Subtask 8.9: Pumping Tests. Pumping tests will follow pumping redevelopment in the newly -lined well. This testing will consist of a 12-hour step drawdown test and a subsequent 24-hour (maximum 48-hr) constant rate pumping test. Near the end of testing, a dynamic spinner survey and depth -specific sampling can be performed in the newly -lined well. Thus, we are including time and costs for field staff to be present for these end -of -test tasks. Further, Title 22 water samples will be collected by the onsite groundwater geologist who will then deliver the samples to a City -approved laboratory for analytical testing. In addition, Consultant will temporarily equip the well with a downwell pressure transducer to record changes in water levels during testing. Further, the onsite field groundwater geologist will measure specific field water quality parameters while onsite, including temperature, electrical conductivity, pH, and turbidity. It is assumed that the Contractor will utilize the City's National Pollutant Discharge Elimination System (NPDES) permit and will collect and pay for samples for analysis and will also fulfill the reporting requirements of the permit. Near the end of pumping, a final dynamic spinner survey will be performed in the well to help determine the current downwell flow regime in the newly -lined well. o Subtask 8.10: Final Video Survey, Static Spinner Survey and Well Disinfection. Following test pump removal, a final video survey and a static spinner survey of the newly -lined well will be performed to help document its final post -rehabilitation condition. A groundwater geologist will be present at the newly -lined well to observe these final surveys. Richard C. Slade & Associates LLC Page A-3 Consultant will also review SCADA data, to be provided by the City, for water levels in the nearby Tamura Shallow well. Review of these data will help verify that pumping of the Deep well doesn't impact water levels in the Shallow well. Task 9 — Summary of Well Rehabilitation Operations Report Prepare a Summary of Well Rehabilitation Operations Report for the newly -lined well to help document rehabilitation operations. The report will discuss rehabilitation operations and summarize our observations regarding the rehabilitation work performed on the well. Final recommendations regarding the new operational pumping rate, specific capacity, and pump depth setting for the newly -lined well will also be provided in the report. The report will consist of the following: o A basic chronologic history of well rehabilitation operations. o A description of each rehabilitation method used and the results of those methods. o Daily field reports by the onsite groundwater geologist. o An evaluation/analysis of the final pumping tests in the newly -lined well and an assessment of its new pumping capacity and specific capacity. o A statement on whether or not water level drawdown interference was induced on the nearby Tamura Shallow well during the pumping tests on the newly -lined well. o Recommendations for the pump depth setting and pumping rate for the permanent pump in the newly -lined well. o Discussion of the water quality conditions based on the final Title 22 sampling results, if conducted. o Occasional photographs to help document rehabilitation methods. o Supporting documentation on well rehabilitation operations, such as the types and volumes of chemicals, the Contractor's daily records, pumping redevelopment and testing sheets, and laboratory results of the groundwater samples. o The reports will also have attendant tables, figures, and drawings to help document work conducted on the newly -lined well. A Draft report for the well will be submitted to you for your review and comment. Following that review, City comments will be incorporated into the Final report for the well, and an electronic copy of the document in an Adobe PDF format will be submitted to City. Richard C. Slade & Associates LLC Page A-4 N r- 0PROFESSIONAL SERVICES AGREEMENT V WITH RICHARD C. SLADE & ASSOCIATES LLC FOR TAMURA SHALLOW WELL REHABILITATION HYDROGEOLOGIC SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 25th day of August, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RICHARD C. SLADE & ASSOCIATES LLC, a California limited liability company ("Consultant"), whose address is 14051 Burbank Blvd, Suite 300, Sherman Oaks, CA 91401, 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 Tamura Shallow Well Rehabilitation Hydrogeologic Services ("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 1, 2023, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Four Thousand Two Hundred Dollars and 00/100 ($74,200.00), 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. Richard C. Slade & Associates LLC 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 Earl F. La Pensee to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably Richard C. Slade & Associates LLC Page 3 competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are Richard C. Slade & Associates LLC Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the 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. Richard C. Slade & Associates LLC 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 CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to 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 Richard C. Slade & Associates LLC Page 6 resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 17.4 All improvement and/or construction plans shall be prepared with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to City `As -Built' drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged Image File Format (.tif) files of all final sheets within ninety (90) days after finalization of the Project. For more detailed requirements, a copy of the City of Newport Beach Standard Design Requirements is available from the City's Public Works Department. 18. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents the Consultant's judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to Consultant or contractor bids or actual cost to City. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate 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 Richard C. Slade & Associates LLC Page 7 inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the 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. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third Richard C. Slade & Associates LLC Page 8 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Director of Public Works Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at.- Attn: t: Attn: Earl F. La Pensee Richard C. Slade & Associates LLC 14051 Burbank Blvd, Suite 300 Sherman Oaks, CA 91401 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 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 Richard C. Slade & Associates LLC Page 9 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. 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 Richard C. Slade & Associates LLC Page 10 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] Richard C. Slade & Associates LLC 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: 10 Z CITY OF NEWPORT BEACH, a California municipal corporation Date: 1/) - 4v- f,6 Z_ I By: a,, -Far By: , Aaron C. Harp NM 6001 David A. Webb City Attorney Director of Public Works ATTEST: Date: /0. 21 1.... u ►..� %1�11�1i BrownLeilan 1. City Clerk CONSULTANT: RICHARD C. SLADE & ASSOCIATES LLC, a California limited liability company Date: By: Signed in Counterpart Richard C. Slade Manager Date: By: Signed in Counterpart Linda N. Slade Manager [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Richard C. Slade & Associates LLC Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO NEY'S OFFICE Date: Z o zo Z By: CJ1, � -Po( Aaron C. Harp chM 6�,X ft% City Attorney ATTEST: Date: Ac Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: David A. Webb Director of Public Works CONSULTANT: RICHARD C. SLADE & ASSOCIATES LLC, a California limited liability comparr}y Date: �g/2Rl2Q) MAI [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Richard C. Slade & Associates LLC Page 12 EXHIBIT A SCOPE OF SERVICES Consultant shall provide the following tasks for City: Task 1 — Evaluation of Downwell Conditions and Technical Memorandum Review available data on the well, provided by the City, with regard to a dynamic spinner survey and a video (conducted in the well by others on October 9, 2020), and historic water levels and pumping rates, this data will be used to help determine if there has been decline in static water levels (due to plugging of the perforations and/or prevailing drought conditions) and, if so, the potential impact on pumping rates. Based on Consultant's evaluation of the data, Consultant will prepare a Technical Memorandum presenting an analysis of the available data, and their findings, conclusions, and recommendations for potential rehabilitation of the well, if warranted. A Draft of this Technical Memorandum will be provided to City Staff for review. Based on any comments received from City Staff, Consultant will then finalize the Technical Memorandum. Both the Draft and Final Technical Memoranda will be provided electronically to the City in Adobe Portable Document Format (PDF). Task 2 - Prepare Technical Specifications & Bid Sheets Consultant shall prepare site-specific Technical Specifications and line -item bid sheets for well rehabilitation operations for the subject well, based on Consultant's findings during evaluation of the well. These Specifications will be prepared so that these rehabilitation operations can be performed under one set of documents and under one contract to the City. The Specifications and bid items will include the following: • Mobilization and removal of the existing permanent pump in the well. • Types of mechanical well rehabilitation methods to be used. • The types and emplacement methods to be used for chemicals that might be needed during chemical rehabilitation. • Additional downwell video surveys to be performed to check the overall effectiveness of the methods used during well rehabilitation. • Discharge locations and treatment options/consideration for the discharge of all fluids generated from the well during all rehabilitation tasks (especially if chemicals are used). • Parameters for pumping development and well testing. • Final downwell, flowmeter and video surveys in the well. Richard C. Slade & Associates LLC Page A-1 • Re -installation of the permanent pump. A line item estimate for the probable cost of the rehabilitation work will also be prepared. This will be provided to permit comparison with the Contractor bids received by the City. Consultant will provide the Technical Specifications to City so that they can be merged with standard City "boiler plate" documents. Consultant assumes the City will send out the entire package for competitive bidding. Task 3 - Pre -Bid Meeting and Bid Assistance The purpose of the pre-bid meeting is to help potential bidders better understand site logistics such as access, available water supply, location of utilities, and fluids disposal options at the well site. Consideration will be focused on discharge of fluids from the rehabilitation operations and subsequent testing of the well. Consultant will prepare for and attend the pre-bid meeting and provide pre-bid clarifications and/or addenda, if necessary, for well rehabilitation. Consultant will also help City Staff in reviewing the received bids. Task 4 - Field Observation of Well Rehabilitation Operations Once a contract has been awarded by the City to a qualified well rehabilitation contractor, Consultant's geologists will be available to provide field observation of Contractor activities at the well site. This field observation/monitoring will help provide the City with a record of Contractor activities at the site and help determine that the Contractor is performing the work in general compliance with the Technical Specifications. Tasks that are scheduled to be performed, in accordance with the Technical Specifications, will consist of the following: • One pre -construction meeting for the well with the Contractor. • Rebuilding/replacement of the pump. • Removal of the permanent pump from the well. • Wire brushing of the well casing and removal of sediment fill from the well. • "Air -Jetting" the well. • Chemical treatment (an optional task to be used only at the request of the City). • An interim video survey to check the effectiveness of cleaning of the well casing. • Temporary installation of a test pump in the well. • Pumping redevelopment of the well. • Pumping tests following pumping redevelopment of the well. • A dynamic flowmeter (spinner) survey, under pumping conditions, in the well. • A final video survey and static (no pumping) spinner survey of the newly rehabilitated well. Richard C. Slade & Associates LLC Page A-2 Further, following removal of the permanent pump, the selected well rehabilitation contractor could likely need some degree of pump rehabilitation/re-building. Consultant will not be used and/or needed to either oversee these operations or observe the re- installation of the pump, because Consultant is not qualified to perform such engineering or mechanical services. Rather, the City will need to use its own engineering and/or inspection personnel to discuss any pump issues with the well rehabilitation contractor, and to verify that the re -installation of the permanent pump in the newly rehabilitated well meets City requirements. Task 5 — Summary of Well Rehabilitation Report Preparation Write and prepare a Summary of Well Rehabilitation Operations Report for the well to help document the field rehabilitation activities performed. The report will include the results and analysis of any new pumping tests and water quality testing. The report will be provided to City Staff in both Draft, for review, and as a Final, revised with any City Staff comments, in Adobe PDF. In addition, 2 paper -copies of the report will be provided to the City, as well. Richard C. Slade & Associates LLC Page A-3 EXHIBIT B SCHEDULE OF BILLING RATES Professional Hourly Rates Principal Groundwater Geologist $296.00 Senior Groundwater Geologist $248.00 Staff Groundwater Geologist $186.00 Field Groundwater Geologist $127.00 Clerical $98.00 Field Equipment Charges Hourly Rates Transducers (water level & barometric pressure $50.00/week monitoring during pumping tests) Electric Tape Water Level Probe $25.00/day Field Water Quality Probe (T, pH, $50.00/day EC) Total Project Not -to -Exceed: $74,200.00 Travel Time and Mileage Travel time for meetings and/or to job sites will be charged at the standard hourly rates. Mileage is charged at the current IRS rate. Administrative Fee In-house costs for phone, e-mail, fax, regular postage, printing, copying, binding, and records retention, unless otherwise provided for in our project proposal Scope of Services, will be charged an Administrative Fee of total project labor charges multiplied by 2.5%. Richard C. Slade & Associates LLC Page B-1 Outside Services All services and materials not ordinarily furnished by Consultant, including subcontracted services (i.e., water quality laboratory testing), delivery services, reproduction, and printing, etc., are billed at cost + 15%. Reproduction costs for large format printing, and/or high-volume reproduction and binding of hard copy reports performed in-house by Consultant, will be billed at rates similar to comparable outside services. Conditions City will furnish rights-of-way to land as required for field visits and field operations, such as sampling or testing of water wells. Richard C. Slade & Associates LLC Page B-2 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its 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. Richard C. Slade & Associates LLC 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 Richard C. Slade & Associates LLC 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 - Richard C. Slade & Associates LLC 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. Richard C. Slade & Associates LLC Page C-4 City of Newport Beach Insurance Compliance PO Box 100085 - FV Duluth, GA 30096 October 29, 2021 Richard C. Slade & Associates, LLC 14051 Burbank Blvd Suite 300 Sherman Oaks. CA 91401 Reference Number: FV00000638 This Account has moved from non-compliant to COMPLIANT status and currently in compliance for certificate of insurance requirements. As of the date above, your insurance meets City of Newport Beach insurance requirements. We appreciate your efforts and those of your insurance agent in working with our insurance representatives. Please call us at (951) 766-2285 if you have any questions. Sincerely, City of Newport Beach Compliant Notice [CA1]