HomeMy WebLinkAboutC-8820-1 - PSA for Alley Reconstruction Design (AD-111 Area)PROFESSIONAL SERVICES AGREEMENT
WITH TAIT & ASSOCIATES, INC. FOR
ALLEY RECONSTRUCTION DESIGN (AD-111 AREA)
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1 st day of June, 2022 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
TAIT & ASSOCIATES, INC., a California corporation ("Consultant"), whose address is
701 N. Parkcenter Drive, Santa Ana, CA 92705, 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 design services related to the
reconstruction of alleys located in the Underground Utility Assessment District No.
111 area ("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 May 30, 2024, 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 One Hundred Nineteen
Thousand Five Hundred Eighty Dollars and 00/100 ($119,580.00), 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.
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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 David Sloan, P.E. to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's
Public Works Director or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
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competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties"), from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), 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.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
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of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 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
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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.
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
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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
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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: David Sloan, P.E.
Tait & Associates, Inc.
701 N. Parkcenter Drive
Santa Ana, CA 92705
27. CLAIMS
27.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Consultant shall submit to
City, in writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27.2 To the extent that Consultant's claim is a "Claim" as defined in Public
Contract Code section 9204 or any successor statute thereto, the Parties agree to follow
the dispute resolution process set forth therein. Any part of such "Claim" remaining in
dispute after completion of the dispute resolution process provided for in Public Contract
Code section 9204 or any successor statute thereto shall be subject to the Government
Claims Act requirements requiring Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim"
as defined in Public Contract Code section 9204 or any successor statute thereto,
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.).
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28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
29. PREVAILING WAGES
29.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays and overtime Work for each craft or type of workman needed to execute the
Work contemplated under the Agreement shall be paid to all workmen employed on the
Work to be done according to the Agreement by the Consultant and any subcontractor.
In accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and requesting
one from the Department of Industrial Relations. The Consultant is required to obtain the
wage determinations from the Department of Industrial Relations and post at the job site
the prevailing rate or per diem wages. It shall be the obligation of the Consultant or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
29.2 Unless otherwise exempt by law, Consultant warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently
registered and qualified to perform public work. Consultant further warrants that it is
currently registered and qualified to perform "public work" pursuant to California Labor
Code section 1725.5 or any successor statute thereto and that no contractor or
subcontractor will engage in the performance of the Services unless currently registered
and qualified to perform public work.
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30. STANDARD PROVISIONS
30.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
30.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
30.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
30.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
30.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
30.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
30.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
30.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
30.9 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,
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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]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTOR Y'S OFFICE
Date:
B
ar C. H ��
Attor y C.
ATTEST:
Date: R, �2
City Clerk
CITY OF NEWPORT BEACH,
a California m nicipal corporation
Date: Z
By: --K, ���
Gr ce . Leung
C anager
CONSULTANT: Tait & Associates, Inc., a
California corporation
Date. -
Signed in Counterpart
By:
Thomas F Tait
Chief Executive Officer
Date:
Signed in Counterpart
Jason Jones
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTOR EY'S OFFICE
Date: ��
By:
A on C. r�s
ity Attu . e,,,/
ATTEST:
Date:
al
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: Tait & Associates, Inc., a
California co p 'Won
Date: r
By:
—A� I L
Thomas F Tait
Chief Executive Officer
Date: i Z Z
By:
Jaso Jon
Chi Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
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Alley Reconstruction (AD-111 AREA)
EXHIBIT A: Scope of Work
Task A: Research & Data Collection
Research and Data Collection — Consultant shall gather and review all available information such as
preliminary engineering reports, record drawings, tract maps, assessor parcel maps, right-of-way maps,
street centerline ties, and utility maps. In addition to City record drawings, Consultant shall coordinate
with other agencies, such as the Orange County Sanitation District, for existing improvement plans.
This sub -task includes all hours necessary to conduct existing records research, verify design standards
and requirements, document existing site conditions, and compile all record documents for tracking and
transfer to City.
Deliverables:
✓ Compiled Existing Records (Design Files)
Task B: Utility Coordination
Utility Coordination — City staff will send out the first utility request and will forward the received
maps/atlas to Consultant. Consultant shall identity all utilities within project limits on construction
drawings. Consultant shall send out utility verification and/or relocation notices. Utility adjustments and
relocations shall be shown on contract drawings.
It is understood that the City has already distributed first notices for this project. Consultant shall
review all provided material and will incorporate the utility records to the project Utility Base. Upon
completion of the 70% plans, Consultant shall prepare and forward a draft 2nd Notice Letter along with a
utility mail merge document to agency staff for printing and signing of the documents. If possible, email
notices will be sent to all applicable utilities for quick processing. Utilities without email contact
addressed will be notified through US mail. All utilities identified with conflicts will be sent a conflict
notice and the relocations will be coordinated by Consultant.
Deliverables:
✓ Utility Information Matrix
✓ Utility Coordination Log & Records
✓ 2nd Utility Notices (Required)
✓ 3`d & 4tn Utility Notices (As Needed)
Task C Field Surveying Services
Field Surveying Services — Consultant shall perform all field survey (including topography with 1-foot
contours) necessary to complete the project. At a minimum, survey shots shall include top of curbs, flow
lines, edge of gutters, crown lines, and grade breaks at every 25 feet. All topographic features such as
water valves, manholes, and utility pull boxes, pavement striping, etc. shall be included. The Basis of
Bearings and Benchmark shall be consistent with Orange County Survey Horizontal Control and the North
American Vertical Datum, 1988, respectively. The City can provide aerial photos of the project site.
This sub -task includes all hours necessary to conduct a topographic survey per RFP requirements, and to
conduct a field verification walk to review each alley and note the field join conditions, design items, and
key features at each alley locations. The design field walk will include an ADA verification of each
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applicable curb ramp/intersection as well as identifying all sidewalk, curb and gutter, utility, and other
miscellaneous work items in the field. The field review will also be used to verify existing records and to
document the locations of work items prior to the completion of the final design plans for the project.
Deliverables:
✓ Field Notes & Photos
✓ Join condition notes & Recommendations
Task D Base Mapping
Base Mapping — Upon completion of the above items A through C, Consultant shall prepare a base map
using City of Newport Beach CAD standards. The base map shall include, as a minimum, street
centerlines, right-of-way lines, sidewalks, curbs, gutters, pavement striping, all topographic features such
as streetlights, signs and trees, 1-foot contour lines, and all existing utility lines. The base map shall be
field verified by Consultant.
This sub -task includes all hours necessary to prepare the roadway, right of way, and utility base map for
the alley replacement project. The right of way basemap will be created from the City's right of way
records. The Utility basemap will be created for the existing records provided by the City and the utility
notices. All data will be shown on each plan set and appropriate callouts will be provided for the
existing features/utilities throughout the project limits. Areas where record right of way and utility
information may not be available or is conflicting with other record documents will be reviewed with
City staff.
Deliverables:
✓ 20 Scale Roadway, R/W, & Utility Basemap (.dwg)
Task E Construction Documents
The preparation of the construction documents has been split in to the following four sub -phases per
the RFP requirements.
Task E-1 Plans
Plans — Construction drawings shall be at a scale of 1 inch = 20 feet. For clarity purposes, details may be
drawn at a larger scale. As a minimum, construction drawings shall include, a Title Sheet, Typical
Sections, Plan and Profile Sheets, Details, and Signing & Striping Plans. Drawings shall be prepared in
AutoCAD Civil 3D 2015 and shall comply with City CAD standards. Once design has been completed,
Consultant shall submit electronic files of each submittal and final drawings in both AutoCAD and Adobe
(PDF) format.
Based on our review of the project limits and scope of work, the following is the anticipated page count
for the design plans:
SHEET DESCRIPTION
SCALE
Phase 1
SHEET COUNT
Title Sheet
N/A
1 Sheet
Details, Typical Sections, & Notes
Varies
2 Sheets
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Alley Replacement Plan & Profile
(Including Design Sections)
H: 1" = 20'
V: 1 = 2 or 4
8 sheets
Intersection/Alley Approach Details (34)
1" = 10
5 Sheets
Signing & Striping Plans
TBD
1 Sheets
Total Sheet Count
16 Sheets
A brief description of each plan and submittal component is as follows:
Title Sheet
The title sheet will be prepared on the City's standard title block and will include a vicinity map, legend,
sheet index, general notes, and signature blocks for all applicable agency and project management staff.
Utility contact info, and other City requested items will be added to the title sheet as needed.
Details, Typical Sections, & Notes
General project notes, a master list of construction notes, and typical alley sections will be included on
these sheets that depict the nature of the alley replacement based on the proposed stationing and
intersecting streets.
Construction details will be prepared for all work items that cannot be built by standard plan, or do not
have adequate space on the plan and profile sheet for the necessary elevation callouts. Additional
typical details will be included for pavement transitions, slot paving, pavement reconstruction sections,
and other miscellaneous construction items that require further detailing.
Alley Replacement Plan & Profile
Alley replacement plan & profile sheets will be prepared for the entire project limits with a 1"=20'
horizontal and a 1"=2' or 4' vertical scale based on the elevation relief observed throughout each alley.
Edge of Alley, and Flow Line profiles for the alley will be shown in the profile along each alley's project
limits. Careful attention will be paid to existing and proposed alley cross falls to ensure that low points
and steep grades are avoided. All construction work items will be referenced to the alley centerline
stationing system
As part of the design process, Civil 3DF corridors will be set up and designed to calculate and depict the
proposed design cross falls and elevations. Design sections will be plotted and submitted to the City for
review during the 70% submittal phase. Design sections are intended only for design review, and will
not be formatted for construction documents/final production.
Intersection/Alley Approach Details
At each alley approach, CONSULTANT will prepare an elevation detail for the approach detailing the
roadway and alley flow lines as well as the edge join elevations. ADA paths, where present, will also be
details. Should an intersection reconstruction be required, gridded elevation details will be prepared
that call out the finished surface elevation of the intersection at a 10'x10' grid.
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This task also includes design hours for the re -design of the two Caltrans alley approaches on PCH near
Cedar street. Scope assumes design files, survey, and previous records are provided to CONSULTANT by
the City/Caltrans and the scope of design includes alley approach and adjoining sidewalk only.
Signing & Striping Plans
While existing striping and signage within the alley right of way is virtually non-existent, It is understood
that an overall signing and striping plan will be budgeted for those anomalous situations. CONSULTANT
will work with City staff to identify any required striping and/or signage improvements and will prepare
a large scale drawing (80 to 100 scale) to depict those improvements.
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Task E-2 Special Provisions
Special Provisions — Consultant shall prepare Special Provisions to the Standard Specifications for Public
Works Construction (2015 Edition) in Microsoft Word. An electronic copy in Microsoft Word format shall
be submitted at the completion of design. City staff will provide a Special Provision boilerplate.
This sub -task includes all hour associated with the preparation, submittal, and revision of the project
specifications. All project specifications will be prepared per the SPPWC Green Book Format (2015
Edition) with clear and extensive payment clauses for each work item as stated in the construction bid
schedules.
Deliverables:
✓ 90%, 100%, and Final Technical Specifications (Hard & Digital Copies)
Task E-3 Cost Estimate
Cost Estimate — Consultant shall prepare an itemized construction cost estimate. Quantity back-ups shall
also be submitted with the cost estimate. Consultant shall submit the construction cost estimate in
Microsoft Excel format.
This sub -task includes all hour associated with the preparation, submittal, and revision of engineers cost
estimate (formatted to match the bid schedule), as well as the construction quantity sheets per the City
and RFP standards, for the 50%, 95%, and 100% Submittal Package.
Deliverables:
✓ 50%, 90%, and Final Cost Estimate (Hard & Digital Copies)
Task E-4 As -built Drawings
As -built Drawings — Upon completion of construction, Consultant shall prepare as- built drawings based
on Contractor mark-ups. As -built drawings shall be submitted in AutoCAD and Adobe (PDF) format.
Mylar hard copies will not be required.
This sub -task includes the hours required to prepare as -built drawings, based on contractor and City
provided mark-ups.
Deliverables:
✓ As -Built Drawings (AutoCAD and Adobe format)
Task E-5 Caltrans Design Coordination
This task includes design and coordination hours required for review, processing, design, and updates to
the Caltrans right of way alley approach designs. Processing and conversion of files as well as
distribution and response to design elements will be billed to this task
Deliverables:
✓ Coordination & Design Records
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Task F Progress Meetings
Progress Meetings — Consultant will be required to meet with City staff during the design process to
review and discuss progress and coordinate courses of action. It is anticipated that a maximum of five (5)
design meetings will be required. This does not include the initial project kick-off meeting, project
submittal meetings, or the pre -construction meeting. Consultant will be required to prepare meeting
minutes.
Based on our proposed schedule, 4 meetings, including initial kick-off meeting and project submittal
meetings is being budgeted. The pre -construction meeting is being budgeted in Task G, as identified in
the RFP. In addition, 5 design meetings will be budgeted for. Consultant shall prepare all necessary
agendas/meeting minutes.
Deliverables:
✓ Meeting Agenda & Minutes
Task G Construction Support Services (T&M)
1. Consultant shall revise final construction drawings, project specifications, and any bid addendum
during the bidding process and resolve any discrepancies.
2. Consultant shall attend the pre -construction meeting and shall be available to respond to
questions.
3. Consultant shall review shop drawing and/or material submittals related to the design of this
project.
4. Consultant shall provide guidance and recommendations to the City with respect to the
Contractor's general conformance to plans and specifications. This does not mean Consultant
will be responsible for project construction inspection, but will instead be expected to provide
some monitoring, and where appropriate, make field recommendations.
This Task includes all hours necessary for support during the bidding phase, as identified in the RFP. Also
included is attendance at the pre -construction meeting, and review of shop drawings and other
submittals. Lastly, this Task includes site monitoring and field recommendations as necessary. Due to
uncertainty of required work effort, this Task will be budgeted as a Time and Material basis, allotting 30
hours. The City will be alerted should additional time be necessary.
Deliverables:
✓ Reviewed Contractor Submittals
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EXHIBIT B
bumtuuLE Ur BiLLUNNG RA- I ES
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EXHIBIT B: FEE & RATE SCHEDULE
TOTAL FEE FOR SCOPE OF WORK TASKS A THROUGH G IS: ............................. $119,580
Employee Classification
06 - Engineering Assistant..............................................................................................................
18 — Project Administrator..............................................................................................................
04 - Engineering Designer I............................................................................................................
10 - Engineering Designer II...........................................................................................................
03 - Project Engineer I....................................................................................................................
25 — Project Engineer II..................................................................................................................
02 - Professional Engineer/Licensed Surveyor..............................................................................
17 - Senior Professional Engineer/Surveyor..................................................................................
52 - Principal II.......................................................................................................
01 - Principal...................................................................................................................................
15 - Structural Engineer..................................................................................................................
05 - Permit Expediter I....................................................................................................................
11 - Permit Expediter II...................................................................................................................
09 — Project Coordinator.................................................................................................................
07 - Surveyor..................................................................................................................................
07 — Surveyor (Prevailing Wage)...................................................................................................
08 - Senior Survey Specialist/ Party Chief.....................................................................................
08 - Senior Survey Specialist/ Party Chief (Prevailing Wage) .......................................................
00 - Two man survey crew*............................................................................................................
22 - One Man Survey Crew with Robotics*...................................................................................
13 - Project Manager I....................................................................................................................
54 - Entitlement Director...........................................................................................
125 - Assistant Project Manager.................................................................................
90 - Project Manager II.............................................................................................
Hourly Rate
.......... 85.00
.......... 115.00
.......... 145.00
.......... 170.00
.......... 190.00
.......... 200.00
.......... 230.00
.......... 245.00
.........285.00
.......... 255.00
.......... 250.00
.......... 115.00
.......... 130.00
.......... 155.00
.......... 135.00
.......... 150.00
.......... 180.00
.......... 200.00
.......... 350.00
.......... 250.00
.......... 170.00
......... 200.00
.........155.00
......... 190.00
*Prevailing Wage Rates based on current State of California Prevailing wage Schedule and the assigned
project location. The hourly rate for client authorized overtime and for representation at hearings and
meetings after 6:00 p.m. will be invoiced at 1.5 times the posted rate. The above rates are inclusive of phone
charges, fax charges, software and licensing fees, and photocopying charges.
2. Mileage, Travel and Per Diem
Auto Mileage: Current IRS Mileage Reimbursement Rate
Air Travel and Auto Rental: Actual cost plus 15 percent
Per Diem: Actual cost of lodging and meals, plus 15 percent
3. Materials and Supplies
Office and CADD supplies are included in the hourly rates. Prints, plots and reproductions are charged at
cost plus 15 percent from commercial blueprint companies. In-house reproduction charges are as follows:
Bond
Vellum
Prints Plots
$ .95/s.f. $.95/s.f.
1.35/s.f. 1.65/s.f.
Fee Schedule: 2022SC Prevailing Wage
Color Plots
$6.00/s. f.
7.50/s.f.
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
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Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liabili Errors & Omissions Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
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A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
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limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
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