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HomeMy WebLinkAboutC-8890-2 - On-Call PSA for Landscape Architectural ServicesQ �- ON -CALL PROFESSIONAL SERVICES AGREEMENT C� WITH BGB DESIGN GROUP, INC. FOR j LANDSCAPE ARCHITECTURE SERVICES 1 THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 14th day of June, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and BGB DESIGN GROUP, INC., a California corporation ("Consultant"), whose address is 3185 C-1 Airway Ave., Costa Mesa, CA 92626, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide professional landscape architecture and related 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. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 13, 2025, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 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 and the Letter Proposal. 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 and the Letter Proposal, 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 Letter Proposal 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 Fifty Thousand Dollars and 00/100 ($150,000.00), 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 Upon the first annual anniversary of the Effective Date and upon each annual anniversary of the Effective Date thereafter, the billing rates may be adjusted by BGB Design Group, Inc. Page 2 an increase not to exceed 2.0%. Contractor shall notify City in writing of any requests for adjustment pursuant to this Section at least thirty (30) days prior to the effective date of such adjustment, and provide an updated schedule of billing rates reflecting the adjustment. Adjusted billing rates shall be approved in writing by City prior to being effective. Notwithstanding the foregoing, no billing rate adjustment pursuant to this Section shall exceed an increase greater than 2.0% over the billing rates then in effect immediately preceding such adjustment. 4.3 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. 4.4 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.5 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 and the Letter Proposal. 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 Arthur D. Guy III 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. BGB Design Group, Inc. Page 3 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably 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 BGB Design Group, Inc. Page 4 (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 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. BGB Design Group, Inc. Page 5 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. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. 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. BGB Design Group, Inc. Page 6 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 Computer Aided Design and Drafting ("CADD") data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. 17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City digital `As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30) days after finalization of the Project. 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. BGB Design Group, Inc. Page 7 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 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. BGB Design Group, Inc. Page 8 25.2 If subject to the Act and/or Government Code §§ 1090 et seg., 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 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Public Works Director Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Arthur D. Guy III, President BGB Design Group, Inc. 3185 C-1 Airway Ave. Costa Mesa, CA 92626 27. CLAIMS 27.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27.2 To the extent that Consultant's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in BGB Design Group, Inc. Page 9 dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Consultant shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. PREVAILING WAGES 29.1 If any of the Work contemplated under the Agreement is considered a "public work", pursuant to the applicable provisions of the Labor Code of the State of California, including but not limited to Section 1720 et seq., not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman shall be paid to all workmen employed on such. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Consultant is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Consultant or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. BGB Design Group, Inc. Page 10 29.2 In such event, unless otherwise exempt by law, Consultant warrants that no contractor or subcontractor was listed on the bid proposal for the Services that it is not currently registered and qualified to perform public work. Consultant further warrants that it is currently registered and qualified to perform "public work" pursuant to California Labor Code section 1725.5 or any successor statute thereto and that no contractor or subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work. 30. STANDARD PROVISIONS 30.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 30.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 30.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 30.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 30.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 30.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. BGB Design Group, Inc. Page 11 30.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 30.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 30.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] BGB Design Group, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 6& 1'2a By: (F2"s) ar n C. Harp C Attorney ATTEST: �c n o�� Date: , of By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: / , Kevin Muld Mayor CONSULTANT: BGB Design Group, Inc., a California corporation Date: By: Signed in Counterpart Arthur D. Guy Chief Executive Officer/President Date: : Signed in Counterpart Jeff Kraus Chief Financial Officer/Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements BGB Design Group, Inc. Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 6 & Z as By: JAcc-s) ar n C. Harp CoAttorney ATTEST: Date: in Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor CONSULTANT: BGB Design Group, Inc., a California,corporation Date:__ f0 �—P( By: Arthur D. IUY Chief Executive Officer/President Date:LzoBy: Jeff Kra Chief Fin ncial Officer/Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements BGB Design Group, Inc. Page 13 EXHIBIT A SCOPE OF SERVICES BGB Design Group, Inc. Page A-1 EXHIBIT A SCOPE OF SERVICES ON -CALL LANDSCAPE ARCHITECTURE SERVICES Landscape architecture services shall include conceptual and final design of landscaping for City capital improvement and maintenance projects, including streetscape, median, parks, open space and other public facilities. Consultant shall have the ability to provide in-house services, or capacity to subconsult, for the following areas: ■ Prepare conceptual design and architectural renderings ■ Provide public outreach services (i.e., town hall meetings, HOA meetings, City Council meetings, etc.) ■ Prepare final design level landscape, hardscape and irrigation construction plans, specifications, and estimates. Specifications shall conform to the Standard Specifications for Public Works Construction (Greenbook). ■ Prepare irrigation calculations and studies ■ Incorporate water and energy savings design measures and value engineering services ■ Provide bid support ■ Provide construction support and administration services ■ Prepare record drawings ■ Other landscape architecture -related tasks, as necessary Upon written request from the City Project Administrator, Consultant shall provide a letter proposal, in accordance with the terms of the Agreement, for specific services requested by the City. The Letter Proposal shall include, but is not limited to, the following: ■ A detailed description of the Scope of Services to be provided; • The position of each person to be assigned to perform the Scope of Services and the name of the individuals to be assigned, and ■ The estimated number of hours and cost to complete the Scope of Services No services shall be provided until the City Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. BGB I DESIGN GROUP Landscape Architecture Planning Urban Design January 26, 2022 BGB Design Group is pleased to submit our qualifications for On -Call Services to the City of Newport Beach. Our firm was founded in 1979 by Senior Principal Bob Borthwick and was incorporated in 1998 to include Principal Arthur Guy. Mr. Guy is now the president of BGB Design Group, assisted by Principal Jeff Kraus, with continuing support from founding principal Bob Borthwick. BGB is located in Costa Mesa, and currently employs a staff of eight (8) persons. We have a balanced workload of both public and private sector projects. BGB has a long track record of public agency clients throughout southern California, including the cities of Avalon, San Pedro, Rancho Santa Margarita, Redondo Beach, La Mirada, San Clemente, Dana Point, Laguna Beach, Costa Mesa, Anaheim, Fullerton, and the Orange County Sanitation District, among others. For public projects we have extensive experience in designing streetscapes and medians, parks, open spaces, trails, and other public facilities. We have received professional awards for projects such as the Avalon Downtown Waterfront (Catalina Island), the 2.4-mile San Clemente Beach Trail, and the Redondo Beach Esplanade. BGB has been recognized by Metropolitan Water District for knowledge and promotion of the "California -Friendly" plant palette, and we are on the leading edge of native plant and adapted drought -tolerant species utilization. We understand and appreciate the role that landscape architects play in the evolving science of landscape sustainability. Additionally, in a supporting (as needed) role, Water Management Group can assist BGB in site specific irrigation related technologies for drone imagery data collection, water management planning, GPS and irrigation distribution coverage scoring. As an On -Call Landscape Architectural Consultant for other cities, we understand that all projects will be different. For each project, our Scope of Work will be mutually determined by City Staff and BGB to achieve maximum public benefit and project efficiency. As a mid -size firm, we offer direct principal -level design, construction documentation, and management of each project. We look forward to continuing our working relationship with the City of Newport Beach as an On -Call Landscape Architectural firm. Sincerely, I Arthur Guy, ASLA President 3185-C Airway Avenue Costa Mesa, CA USA 92626 +1 714 545 2898 www.bgb-inc.com QUALIFICATIONS — Per City RFP • California Professional Landscape Architect license: Arthur Guy: #2214 Robert Bortnwick: #1354 • Valid City of Newport Beach business license: Yes. Business license will be acquired. • Minimum ten (ten) years professional engineering experience in Landscape Architecture: BGB Design Group has 24 years of professional experience. • Minimum of seven (7) years of professional working history with similar -sized municipalities with satisfactory references: BGB has had successful projects with similar -sized cities and agencies for the past 24 years. See "References" and "Related Experience" for further information. • Ability to provide deliverables consistent with the latest version of City -adopted Auto CAD and other engineering / drafting -related software: BGB has provided deliverables to the City of Newport Beach in recent years using City -adopted engineering / drafting software. • Familiarity with City of Newport Beach codes, standards, and provisions: BGB has recently completed several City of Newport Beach projects, including "Hobie" Park on PCH and streetscape improvements on University Drive and Pacific Coast Highway, among others. • Experience in providing professional landscape architectural services for a coastal community: BGB has specialized in working with coastal communities, including Avalon, Redondo Beach, Laguna Beach, Dana Point, and San Clemente. We received professional recognition for projects in Avalon, Redondo Beach, Laguna Beach, and San Clemente. BGB is currently working on the final phase of the Crystal Cove Historic District on Newport Coast for California State Parks. • Experience as lead or sub -consultant for multi -disciplinary project: BGB is typically lead (prime consultant) for public projects and handles subconsultants under our contract. For the $15M San Clemente Beach Trail, BGB was lead consultant and managed seven (7) separate subconsultants. BGB has also served as the landscape architectural subconsultant on many projects that are managed by engineers or architects. • Experience with various regulatory permitting agencies: BGB as lead (prime) consultant, coordinated the approval of the San Clemente Beach Trail with eleven (11) regulatory agencies; including Federal, State, County, and local agencies. 3(`' FIRM PROFILE BGB Design Group is a Landscape Architectural, Planning, and Urban Design firm specializing in streetscapes, parks, trails, civic buildings, and related public projects. Public projects include the Yorba Linda Town Center, the Esplanade in Redondo Beach, Avalon Waterfront Urban Design Plan on Catalina Island, the San Clemente Railroad Corridor Pedestrian Beach Trail, OCSD Plant No. 2 in Huntington Beach, Maxwell Park and Haskett Library in Anaheim, Hobie Park in Newport Beach, Ketchum Libolt Park and Tewinkle Athletic Complex in Costa Mesa, and Del Obispo Park Renovation in Dana Point among others. Related open space and environmental projects include Aliso Creek Corridor Master Plan, Laguna Creek Restoration, Hiltscher Trail and Bud Turner Trail in Fullerton, and the Kern River Upland restoration project in Bakersfield. In 2017, BGB completed the Landscape Element of the Laguna Beach General Plan and the Landscape and Scenic Highways Resource Document which was given the APA Award of Excellence. These Master -Planning projects outlined urban design, planting, sustainability, and related goals and policies for the city. We are experienced in facilitating community presentations and workshops to gather public input and to achieve consensus on planning and design decisions. BGB has been retained by the cities of Anaheim, Fullerton, Gardena, and Newport Beach as "on -call" landscape architects. With over 24 years as a California "S" Corporation, we have retained a long term and experienced staff and consistent workload that is balanced between public and private developer projects. Over 80% of our work is from long-term and repeat clients, which demonstrates our ability to meet deadlines and budgets, as well as providing quality professional services and award -winning projects. Avalon, CA: ASLA National Centennial Award -Downtown Waterfront Urban Plan 41 ; , STAFFING and ORGANIZATION * Resume provided: "key project personnel" will be available for the duration of the project, acknowledging that no person designated as "key" to the contract shall be removed or replaced without prior written concurrence of the City. 1. Arthur Guy, President (Primary Contact) * BS Landscape Architecture Cal Poly Pomona, 1978 Licensed Landscape Architect #2214 2. Robert Borthwick, Senior Principal * BS Landscape Architecture Cal Poly Pomona, 1969 Licensed Landscape Architect #1354 3 El 5 I 0 r. Jeff Kraus, Principal BS Landscape Architecture Cal Poly Pomona, 1996 Nicole Nguyen, Project Manager / Job Captain * BS Landscape Architecture Cal Poly Pomona, 2016 Celerino Villa, Job Captain / Designer BS Landscape Architecture Cal Poly Pomona, 2011 Tony Escario, Landscape Designer BS Landscape Architecture Cal Poly Pomona, 1999 Nayon Kim, Landscape Designer BS Landscape Architecture Cal Poly Pomona, 2019 Stephanie Satterlee, Office Manager Arthur Guy Jeff Kraus Principal -In -Charge/ Technical Review Sr. Project Manager Tony Escario Nicole Nguyen Designer Job Captain / Project Manager Subconsultants As - Required Bob Borthwick Project Review Celerino Villa Designer RESUMES OF KEY PERSONNEL Name: Arthur Guy, ASLA Position: Principal / Sr. Project Manager Education: BS Landscape Architecture, Cal Poly Pomona, 1978 Years with BGB: 24 Summary of Experience: Mr. Guy served as designer and Principal -in -Charge in addition to providing project management for the following recent select public projects: Oak Canyon Nature Center, City of Anaheim, 2020 — present Prime consult preparing ADA accessibility and learning lab exhibits, decks, ramps and interpretative signage for a rustic nature setting. Pearl Park, City of Fullerton, 2021 Prime consultant for new 1/2-acre neighborhood park in a former vacant lot that includes, tot lot / granite sett climbing mounds, basketball court, and picnic area with sail shade structure, funded by State Parks Prop 68. Julianna Park, City of Anaheim, 2021 Prime consultant for 1/4 acre neighborhood park renovation including, basketball court, exercise stations, picnic / BBQ, shade structure and multi -use turf area. Pacific Coast Highway Median Improvements, City of Newport Beach, 2020 As on -call consultant for the City, prepared design documents for a one -mile reach of PCH, west of Newport Blvd including complete landscape and irrigation renovation. Yorba Linda Town Center, City of Yorba Linda, 2019 As sub -consultant to Harris & Associates, provided the landscape, handscape and amenity design documents for the Historical Main Street. In 2020, project was awarded ASCE Historical Renovation Award. Jamboree Road Median Turf Replacement, City of Newport Beach, 2019 As on -call consultant for the City, prepared design documents for a one -mile reach of Jamboree Rd. from Ford Rd. to University Dr., partially funded through a MWD turf reduction program. Existing trees were retained, supplemented with drought tolerant gateway understory landscape and complete irrigation renovation. El Camino Real Bike Trail, City of San Clemente, 2017 This Class IV, 1.5-mile Bikeway segment connects to Dana Point and completes a near 15-year construction span, with a continuous north/south City bikeway, that commenced with BGB's involvement with the 2.5 -mile coastal trail within the railroad R.O.W. El Camino Real segment separates pedestrians/bikers from vehicular travel with low maintenance succulent and rockscape design and subterranean irrigation. Professional Registrations: Registered Landscape Architect California #2214, Registered Landscape Architect Nevada #488 Professional Memberships: American Society of Landscape Architects — Full Member. Irrigation Association — Full Member Special Training: Certified Landscape Irrigation Auditor #81986 Name: Robert Borthwick, ASLA Position: Senior Principal Education: BS Landscape Architecture, Cal Poly Pomona, 1969 Summary of Experience: As founding principal of BGB Design Group in 1998, Bob Borthwick brings decades of experience to the firm. He has received numerous professional awards and provides design oversight to the firm. A brief list of representative projects follows. Avalon Waterfront Urban Design Plan — City of Avalon, Catalina Island, CA Refurbishment of Avalon's entire downtown waterfront area. The completed project included creating new "pedestrian -only" streets, plazas, and restoration/enhancement of paving, decorative walls, fountains and historical artwork. Bob led the design for the project and facilitated all public workshops and presentations. The project received design awards from SCC/ASLA, the Los Angeles Business Council, and the Centennial Award from ASLA/National. Laguna Beach Landscape & Scenic Highways Resource Document/General Plan Worked with Council -appointed Task Group and city staff to prepare an inventory of architectural and landscape features in approximately 35 neighborhoods and districts, and provided design recommendations to identify and preserve the visual character of each district and the city's scenic highways. Received American Planning Association and SCC/ASLA awards. Fullerton Multi -Use Trails BGB completed planning design for a series of local/regional multi -use trails in Fullerton. Projects included Hiltscher Trail, Bud Turner (Laguna Lakes) Trail. User -groups included pedestrians, bicyclists, and equestrians. Features included bridges, seating/picnic areas, and native landscaping. Bob Borthwick managed these projects and led all public workshops. Certifications: Lifetime Instructor Credential — California Community Colleges Professional Registration: Registered Landscape Architect #1354 Professional Memberships. American Society of Landscape Architects — Full Member. Teaching Experience: University of California, Irvine. Extension Professor of Landscape Architecture. Professional Leadership: • Chair, Cal Poly Pomona Landscape Architecture Advisory Board • Foundation for Sustainability & Innovation: Board of Directors • Visiting Guest Lecturer/Critic: USC Graduate School of Architecture, Cal Poly Pomona, UCLA Landscape Architecture Extension Program • View Restoration Advisory Committee — City of Laguna Beach • Laguna Greenbelt: Board of Directors Name: Nicole Nguyen, ASLA Position: Project Manager / Job Captain Education: BS Landscape Architecture, Cal Poly Pomona, 2016 Years with BGB. 5 Summary of Experience: Nicole Nguyen received her A.A. degree from Irvine Valley College in 2012 in Social and Behavioral Sciences. She transferred to Cal Poly Pomona and received her B.S. degree in Landscape Architecture from Cal Poly Pomona in 2016. As a graduating student, Nicole received the prestigious Howard O. Boltz Memorial Award, the 2016 ASLA Student Honor Award, and the 2015 Don Brinkerhoff Scholarship. She was a Student Teaching Assistant in studio classes for design professors. Assistant Project Manager / Job Captain responsibilities were provided by Nicole Nguyen on the following projects (selected list). - Crystal Cove Historic District, State of California, 2022 Provided pedestrian hardscape and landscape plans for Phase III of the site reconstruction. This project is on the National Register of Historic Places, and includes forty-six beach cottages from the 1920's and 30's. Julianna Park, City of Anaheim, 2021 Prime consultant for 3/ acre neighborhood park renovation including, basketball court, exercise stations, picnic / BBQ, shade structure and multi -use turf area. Oak Canyon Nature Center, City of Anaheim, 2020 — present Prime consult preparing ADA accessibility and learning lab exhibits, decks, ramps and interpretative signage for a rustic nature setting. Pacific Coast Highway Median Improvements, City of Newport Beach, 2020 As on -call consultant for the City, prepared design documents for a one -mile reach of PCH, west of Newport Blvd including complete landscape and irrigation renovation. Yorba Linda Town Center, City of Yorha Linda, 2019 As sub -consultant to Harris & Associates, provided the landscape, hardscape and amenity design documents for the Historical Main Street. In 2020, project was awarded ASCE Historical Renovation Award. West Pacific Coast Hwy. Streetscapes, City of Newport Beach, 2019 Provided landscape plans for parkways and median islands for Phase I improvements from Santa Ana River Jetty to OCSD Pump Station Professional Membership: American Society of Landscape Architects (former Chapter Executive Board); Professional Recognition: Cal Poly Pomona Professional Advisory Board — Secretary. 111Pige WATER MANAGEMENT GROUP SUB -CONSULTANT Name: Geza Kisch Position: Principal Education: Received a BS degree from the Hungarian Horticultural University in Gyongyos, Hungary, in 1973. Mr. Kisch received an irrigation engineering minor from California State Polytechnic University, Pomona 1982 while conducting graduate studies in Agricultural Engineering and Landscape Irrigation. Summary of Experience: Geza Kisch founded Water Management Group in 1988 to manage water resources for large-scale water users such as municipalities, water districts, master planned communities and golf courses. Mr. Kisch has been involved in water management, as well as agricultural and landscape irrigation research and applications. He is responsible for all company operations, directing Irrigation Master Planning, design, construction documentation, and construction observation of irrigation systems worldwide. Kisch also consults with many major irrigation manufacturers for product development. Mr. Kisch is a member of the American Society of Irrigation Consultants (ASIC), the American Society of Agricultural Engineers, and was the President of the ASIC Southern California Chapter 1991-1992. Mr. Kisch is a member of the Irrigation Association (IA) and is an IA Certified Irrigation Designer and Water Auditor. Mr. Kisch is also a founding Principal of Green World Solutions a sister company specializing in GIS based landscape technologies. Relevant project experience includes: • City of Irvine / IRWD — Dove Creek Park Irrigation efficiency improvement • Lake Las Vegas portfolio additions — Irrigation Master Plan, design observation and management for hotels, film studio, lake shore, • City of Colon - Irrigation efficiency improvement • Huntington Library: Conducted GPS water audits utilizing PlanCheckPro software; provided recommendations for landscape irrigation water conservation • Tesoro Del Valle Master Planned Community. Irrigation Analysis and Planning • Vellano Community and Country Club, Chino Hills: Irrigation Master Plan, Construction Documentation, Construction Observation and Water Auditing services for Greg Norman golf course and 600-acre residential community, landscaped extensively in California native plants. • Tejon Ranch, California: Community Irrigation Master Plan and Design. • Inland Empire Utilities Agency (IEUA): Irrigation system GIS/GPS audit for 150 parks and golf course and complete water distribution analysis. Previous project assistance with BGB Design Group: • Rolling Hills Park, City of Fullerton- GPS As-builts and Distribution Efficiency • Barton Park, City of Anaheim- GPS As-builts and Distribution Efficiency • Pioneer Park, City of Anaheim- GPS as -built • Edison Park, City of Anaheim- GPS As -built 121P WORK PLAN BGB has completed several projects over the years for the City of Newport Beach. Each project had its own intrinsic program that BGB navigated to develop thoughtful, and community -based designs. As always, a "lessons learned" approach will be used for future endeavors that builds on prior work to best address the needs of the community, working in concert with City staff. As each project is unique, scope and service will vary. BGB has professional strengths in all aspects of landscape architecture. For irrigation, we have a Certified Water Auditor on -staff to review our irrigation plans and coordinate the preparation of water -use calculations and field auditing if/as necessary. BGB utilizes Land F/X software as a 3rd party overlay to AutoCAD 2015 which provides continuous manufacturer updates to irrigation projects, nursery stocks, etc. Software provides hydrologic calculations and quantity takeoff's at every stage of a project for budgetary control. BGB has customized scheduling for irrigation to comply with the current AB 1881 1.216 requirements to meet water conservation guidelines. As BGB provides in-house irrigation design, coordination between landscape and irrigation system hydrozones during design is transparent. Each staff member is proficient in landscape and irrigation design to be aware of potential conflicts during the design process. Typical services are performed for most public work as follows: A. Project Coordination: Principal level project management is provided to coordinate work with staff and sub -consultants. B. Records Research: Each discipline will request appropriate documentation from the various departments and outside agencies. C. Preliminary Design: BGB will help facilitate schematic through preliminary design based upon the program set forth by the City as appropriate for public presentation and / or community input. D. Meetings / Public Outreach: BGB is experienced in public outreach and may provide bi-lingual communication in Spanish and Vietnamese. E. Survey: Most projects require updated or new topographical survey. BGB prefers to utilize KDM Meridian as an independent survey firm, unless those services are fulfilled within a sub -consulting civil firm at the discretion of the city. F. Geotechnical Services: Depending upon the nature of the project, at the request of the City, BGB has engaged several local geotechnical firms to provide project specific analysis for grading, foundations, footings and pavement sections. G. Traffic Analysis: On an as -needed basis at the direction of the city, infill projects may require levels of analysis to determine effects of parking and / or traffic on redevelopment. Although projects in the past primarily utilized the W.A.T.C.H. Manual, our preferred consultant Elias Transportation (Elias Garcia formerly worked under Mark Miller, Fullerton Traffic Engineer) may prepare TCP's at the request of the City. i3 I H. Utility Coordination: Typically, our civil and / or electrical sub -consulting firms address utility agency coordination for water, gas, sewer, storm drain, telephone, and electrical services. I Water Quality As with all projects, WQMP issues must be addressed depending on the impact of development. BGB works directly with our civil and geotechnical engineer(s) to map out preferred solutions with offer the most beneficial result for the city aesthetically and economically meeting the agency requirements. J. Renderings: If / as needed for community presentation, BGB offers any level of 3D photo -simulation renderings at the request of the city. K. Landscape Construction Documentation: As with all projects, BGB offers 100% in-house execution of landscape and irrigation design and construction documentation. As with the status of climate change and state mandated water conservation goals, BGB is an industry leader in irrigation design. Water Management Group provides support services with GPS survey of existing park irrigation systems and offers proprietary software evaluation of the water distribution analysis for irrigation systems. This service helps the City understand with visual analysis how efficient existing park sites are to enable constructive renovation guidance. Typical Package includes the following: • Project Coversheet • General Notes / Construction Notes • Landscape Demolition Plans • Landscape Construction Plans • Irrigation Plans • Irrigation Details / Water Conservation Calculations • Planting Plans • Planting Details • Technical Specifications (CSI Format) • Estimate of Probable Construction Costs • Bid Proposal L. Construction Administration: As standard practice, BGB provides as requested pre -construction attendance, submittal review and project observation in support of city inspection to make sure contractor is in compliance with design intent. M. Construction Management: Although in the past, the city has not requested construction management services, BGB may provide these services through an independent 3rd party consulting firm, Murow Development Consultants (www.murowdc.com) or other sub -consultants, as directed. N. Quality Control: BGB takes pride in the fact that the majority of our new work is the result of referrals by existing and past clients. Our client base includes both private developer and public agency clients that have spanned decades. We believe that our long-term client relationships are a result of not only our design abilities, but also our commitment to schedule, budgets, and deadlines. Third party peer review is incorporated into projects, as necessary, to receive unbiased "fresh eyes" for review. BGB has a highly experienced staff that produces quality and error -free deliverables to the maximum extent possible. 14 1 P ,i ,. EXHIBIT B SCHEDULE OF BILLING RATES BGB Design Group, Inc. Page B-1 EXHIBIT B SCHEDULE OF BILLING RATES ON -CALL LANDSCAPE ARCHITECTURE SERVICES FEE SCHEDULE — BGB DESIGN GROUP Billing rates set forth below shall be subject to adjustment based on CPI as set forth in the Agreement. Standard Hourly Rates Principal / Senior Project Manager — Art Guy $180.00/hr. Senior Principal — Bob Borthwick $180.00/hr. Job Captain / Project Manager — Nicole Nguyen $140.00/hr. Senior Landscape Designer — Cele Villa, Tony Escario $115.00/hr. Landscape Designer — Nayon Kim $100.00/hr. Administrative / Clerical — Stephanie Satterlee $75.00/hr. The city shall not be billed overtime rates for BGB staff time. City review meetings and public presentations shall be billed at standard hourly rates. Reproduction and other approved reimbursable expenses shall be billed at cost plus 15% overhead. Mileage reimbursement shall not be billed to City. FEE SCHEDULE — Subconsultants Fee Schedule(s) for subconsultants will be provided upon request. Subconsultants will be selected on a project -by -project basis and will be subject to City approval. Subconsultants shall not contract directly with City, but shall be subcontractors of Consultant. 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. BGB Design Group, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least BGB Design Group, Inc. Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- BGB Design Group, Inc. Page C-3 insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. BGB Design Group, Inc. Page C-4 ♦H�me Q Inswed Tasks ® View Name BOB DESIGN GROUP INC R Accsum Dumber FV00000000 Address: 3185AIRWAYAVE STE C. COSTAMES.4. CA. 92626 Staws Cwmntly in Cempnence.