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HomeMy WebLinkAboutC-3037(E) - Big Canyon Floating Cover and Disinfection SystemPROFESSIONAL SERVICES AGREEMENT WITH URS CORPORATION FOR OBSERVATION AND TESTING SERVICES THIS AGREEMENT is made and entered into as of this � day of kAa-^ � , 209LJ, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and URS Corporation, whose address is 2020 East First Street, Suite 400, Santa Ana, California, 92705 ( "Consultant "), 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 cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to install a floating cover and new disinfection facilities at the Big Canyon Reservoir (the "Project "). C. City desires to engage Consultant to perform geotechnical observation and testing services for the Project. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Jean Suter Hill. F. 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 _ day of 2004, and shall terminate on the 31st day of January, 2005, 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. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. 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 Agreement, each parry hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 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. In no event shall Consultant's compensation exceed Twenty Four Thousand Four Hundred and Eighty Dollars and no /100 ($24,480.00) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 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) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in V: advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 services for this Agreement, 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 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 Jean Suter Hill 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 services under this Agreement 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. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services under this Agreement upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the, services on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 3 0 7. CITY'S RESPONSIBILITIES 0 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are 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, or 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. 8.4 The term Construction Management or Construction Manager does not imply that Consultant is engaged in any aspect of the physical work of construction contracting. Consultant shall not have control over or be in Is • charge of and shall not be responsible for the project's design, City's project contractor ( "Contractor'), construction means, methods, techniques, sequences or procedures, or for any health or safety precautions and programs in connection with the work. These duties are and shall remain the sole responsibility of the Contractor. Consultant shall not be responsible for the Contractors' schedules or failure to carry out the work in accordance with the contract documents. Consultant shall not have control over or be responsible for acts or omissions of City, Design Engineer, Contractor, Subcontractors, or their Agents or employees, or of any other persons performing portions of the work. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted under this Agreement (including the negligent and/or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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. 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. �i • 0 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 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. 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 and /or his/her duly authorized designee 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, a policy or policies of liability insurance `of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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 M 0 0 Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with VA 0 0 respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of, or resulting from Consultant's performance under this Agreement. G. Additional 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. 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 cotenancy, which shall result in changing the control of Consultant. Control means fifty 0 0 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (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 parry. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 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. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. E • 20. RECORDS i Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject. to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 10 a • If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacori, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949 - 644 -3342 Fax: 949 - 644 -3311 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Jean Suter Hill URS, Corporation 2020 East First Street, Suite 400 Santa Ana, CA 92705 Phone: 714- 835 -6886 Fax: 714- 667 -7147 26. TERMINATION 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of 11 0 0 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. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either parry of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. 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. 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. 31. 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. 32. 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. 12 0 0 33. 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 judsdiction in the County of Orange. 34. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: City Attorney for the City of Newport Beach ATTEST: Cp�L.T/A (J1" in✓ La\/bnne Hdrkless, City Clerk CITY OF NEWPORT BEACH, A Municipal) Corporation By: Tod W. Ridgewa , ayor for the City of Ne ort Bea URS Corporation: By: - 9-1� �.... r].... ,J :aj Ve - -ears.... Vkz- F+C-lltl8rit sr. ✓iGC Pre,.dcH f- Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates f :\users\pbw\sharedlagreements\fy 03- 041urs-bcr floating oover.doc 13 URS January 30, 2004 Mr. Michael J. Sinacori, P.E. Project Manager Public Works Department City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, California 92658 SUBJECT: PROPOSAL TO PROVIDE FIELD OBSERVATION AND TESTING SERVICES BIG CANYON RESERVOIR FLOATING COVER AND DISINFECTION FACILITIES PROJECT NEWPORT BEACH, CALIFORNIA Dear Mr. Sinacori: URS Corporation (URS) is pleased to have this opportunity to propose construction observation and materials testing services as part of the City of Newport Beach's quality assurance program for the subject project. Specifically, we propose to provide the following services on an as- needed basis: Engineering services to assist the City with the review of the contractor's submittals • Field technician(s) to observe subdrain construction observations and perform QA tests on soils and asphalt The following paragraphs describe our proposed scope of services in more detail. ENGINEERING SERVICES Over the past 4 years, URS' engineers have provided various services to the City relative to Big Canyon Dam and Reservoir. Most recently, we designed a subdrain to control the groundwater table under the existing porous asphalt lining while the cover construction work is proceeding in the reservoir. The subdrain will be tied into the existing "East Underdrain" system at the reservoir, and provide additional capacity to reduce pore water pressures under the lining during future lowerings of the reservoir. We propose to continue to make our principal engineer for the Big Canyon project, Ms. Jean Hill, available to the City for as- needed construction -phase assistance in reviewing required contractor submittals for the new subdrain, including, but not limited to, product data and material certifications for conformance with the technical specifications, and the contractor's trench excavation plan, possibly including an Excavation Safety Plan (possibly including shoring design) for consistency with accepted safe practices. URS Corporation 2020 East First Street, Suite 400 Santa Ana, CA 92705 EXHIBIT A Tel: 714.835.6886 Fax: 714.667.7147 • E Mr. Michael L Sinacori, P.E. City of Newport Beach January 30, 2004 Page 2 of 3 Ms. Hill will also be responsible for scheduling technicians for construction -pbase field assignments as described in the following paragraphs, and preparation of a report at the end of construction presenting our field observations and test results. Ms. Hill, a California - registered civil engineer, will stamp and sign the.construction report. FIELD OBSERVATION AND TESTING SERVICES Our proposed field observation and testing services includes the subdrain work designed by URS as well as new pavement and base designed by others. Specifically, our field technician(s) will provide the following services: • Observation and documentation of the contractor's methods of trench excavation and groundwater control including assistance to the City's survey crew in obtaining the as- built line and grade of the trench invert, and verification of the minimum trench width. • Testing of the proposed pipe bedding and backfill and the trench backfill materials prior to use in construction for conformance with the technical specifications. • Observation, testing and documentation of subdrain pipe- laying and backfill operations for conformance with the technical specifications, particularly compaction requirements. At least one field test will be made per material type per construction shift. We will utilize the nuclear test gage for determining relative compaction, with daily quality control checks using a sand cone apparatus. • Assistance to the City's survey crew in obtaining the as -built line and grade of the subdrain pipe. • Observation, testing and documentation of the contractor's pavement construction for conformance with the project specifications, including, but not limited to, testing of the aggregate base gradation, measuring the asphalt temperature at placement, documenting the base and pavement section thicknesses, and testing the in -place density of the asphalt. Asphalt density testing will be performed using the nuclear test gage. TERMS URS proposes to perform the above- described construction -phase services on the time -and- materials basis under the City's standard professional services agreement. Although we have not reviewed the terms of a specific agreement, we note that we have not taken significant exception to the City's terms in the past. Without knowledge of the contractor's schedule, if is difficult to estimate the office and field effort that will be required to complete the scope of work proposed herein. The following table presents our unit rates and recommended initial budget allowance. Our rate for the field technician is based on prevailing wage rates for "Field Soils and Material Tester" per the California Labor Code. We have assumed 8 -hour days for the field technician. 0 0 Mr. Michael J. Sinacor -L P.E- City of Newport Beach January 30, 2004 Page 3 of 3 Personnel Category Unit Rate Estimated Recommended Comments Quantity Initial Budget PM /Principal (J. Hill) $160/hr 40 firs. $6,400 Sr. Project/ Project $115/hr 12 hrs. $1,380 Significant effort not Professional anticipated; however, occasional effort may Sr- Staff/ Stall $70 /hr 4 his. $280 Professional be required to assist PM's review work. Word Processor/ $55/hr 4 hrs. $220 Project Asst. Field Technician $9001day 18 days $16,200 Rate includes time, vehicle, and all field and laboratory testing effort Hourly rate: $125/hr, 2 hrs min. TOTAL $24,480 URS looks forward to continuing work with the City on the Big Canyon Reservoir project. If you have any questions or comments regarding this proposal, please do not hesitate to call Ms. lean Hill at 714 - 648 -2756. Very truly yours, URS CORPORATION Jean Suter Hill Principal Engineer EXHIBIT B ACORD CERTIFICA OF LIABILITY INSURAN� CSR DATE( VY4 USACO -1 /19 02 19 04 -PRODUCER -- -- Schmale Insurance Services THIS-eERTMICAFE-tS�MtlEB'AS A- ICATTER- OF'BdFORMATION- -'_'__ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Borruso /Saunders * Lic OA74319 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 980 Magnolia Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Larkspur CA 94939 Newport Beach CA 92659 Phone:415- 461 -8282 Fax:415- 461 -8284 INSURERS AFFORDING COVERAGE NAIC# INSURED USA Consolidated Travel Group Inc. &' Consolidated Travel Group 40130 01K Pension Plan Bruce Bitno£, CFO INSURER A: SAFECO 24724 INSURERS: X INSURERC: 02BP05585210 5080 Robert J. Mathews Prkwy Eldorado Hills CA 95762 INSURER D: PREMISES(Eaoccurence) INSURER E: MED EXP(Any one person) $10000 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED By PAID CLAIMS, LTR INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMID POLICY EXPIRATION DATE MMIDD LIMITS Newport Beach CA 92659 GENERAL LIABILITY EACH OCCURRENCE $ 2000000 A X X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR 02BP05585210 04/07/03 04/07/04 PREMISES(Eaoccurence) $ included MED EXP(Any one person) $10000 PERSONAL &ADV INJURY $2000000 GENERAL AGGREGATE $ 4000000 ' GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS- COMP /OP AGG $2000000 POLICY PRO- LOC ECT A AUTOMOBILE LIABILITY ANY AUTO 02BPOSS85210 04/07/03 04/07/04 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Peraccident) S` GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR F1 CLAIMS MADE AGGREGATE $ $ $ DEDUCTIBLE Is RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORYLIMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNERIEXECUTIVE E.L. DISEASE • EA EMPLOYE $ OFFICEWMEMBER EXCLUDED? 11y. describender E.L. DISEASE - POLICY LIMIT I $ S PECIAL PROVISIONS NS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS All operations of the Named Insured. i CERTIFICATE HOLDER CANCELLATION X002 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICAT HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL City of Newport Beach IMPOSE NO 081. TIO BILITV OF ANY KIND UPON THE INSURER, ITS AGENTS OR 300 Newport Blvd REPRESENTATIVES AUTHORIZED REP AT Newport Beach CA 92659 Bobbi F ACORD 25 (2001108) © ACORD CORPORATION 1988 URSCA - ALL- WIPRO-0"5 STA URSA INSURED URS CORPORATION dba URS CORPORATION AMERICAS 600 MONTGOMERY STREET 25TH FLOOR SAN FRANCISCO, CA 94111 COMPANY A NATIONAL UNION FIRE INS. CO. OF PITTSBURGH, PA COMPANY B AMERICAN INTERNATIONAL SPECIALTY LINES INS. CO. COMPANY C INSURANCE CO OF THE STATE OF PA CCMPANY D AMERICAN HOME ASSURANCE CO THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTVNTHSTANDING ANY REQUIREMENT, TERM OR CONDITON OF ANY OONTRACT OR OTHER DOCUMENT VNTH RESPECT TO WHIC-I THE CERTIFICATE MAY BE ISSUED OR MAY PERTAN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBEp HEREIN IS SUBJECT TO ALL THE TERMS, CONDMONS AND EXCLUSCNS OF SUCH MUCUS AGGREGATE LIMITS SHOWN MAYHAVE BEEN REDUCEDBYPAD CLAMS. CO L� TYPE OF INSURANCE POLICY NUMBER POLIVEFFECTTVE DATE(MMIDDTYY) POUCYEXPIRATION DATE (MMIDDM') LIMBS A GENERAL LIABILITY X COMMERCIAL GENERALLIABILITY E—ICLAMSMAIE OCCUR CIMER'S &CONTRACTOR'S PROT GL933 -2537 04/01/03 04/01/04 GENERAL AGGREGATE $ 2,000,000 PRODUCTS- COMP/OP AGO $ 2,000,000 PERSONA_ &ADVINJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Myme fill $ 1,000,000 CONTRACT #: 3037 PROJECT TITLE: OBSERVATION AND TESTING SERVICES, BIG CANYON RES.COVE PROJECT. PLS SEE ATTACHED ENDORSEMENTS. CITY OF NEWPDRT BEACH PUBLIC WORKS ATTN: SHAUNA OYLER PUBLIC WORKS 3300 NEWPORT BLVD CA, CA 92658 SH LLD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREO'. THE INSURER AFFORDING COYERAOS MU. EkWRWM MIL M DAYS WRITTEN NOTICE TO THE CERTIFICATE HQDER lNL£D HEREIN IARSH USA INC. /1 n: Michio Nrkota .l.GDiQ �oL ;•ta MED EXP(My me Perm) $ 5,000 A A D AUTOMOBILE UABEUTY ANY AUTO ALL CAWED AUTOS SCHEDULED AUTOS HIRED ALTOS NON -OVMED AUTOS 826-1308 ADS 826 -1309 MA 826- 1310TX 04/01/03 04/01/03 04101103 04/01/04 04/01104 04101104 COMBINED 9NGLE LIMIT $ 1,000,000 X BODILYINJ)RY IPe Pew^) $ %( BODILYINJURY (Pea drat) X PROPERTYDAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY- EAACCDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMSRELLAFORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ AGGREGATE $ $ A C A E WORKERS COMPENSATION AND EMPLOYERS'LIARILITY THE PROPRIETOR/ INCL OFFICE RSHXECUTVE PARTN RSARE: EXq 6436093 (CA) 6436094 (ADS) 6436095 EXCLUD.CA,AOS,GA 6436096 GA ( J 01101/04 01/01/04 01101/04 01101104 01/01/05 01/01/05 01/01/05 O1 /01105 X WCSTATU 'ER TORY LIMITS ER EL EACH ACCIDENT $ 1,000,000 EL DIEEASE�POLICYUMIT $ 1,000,000 EL Dl=-E=Pl-OYEEj $ 1,000,000 g PROF. LIABILITY (E8,0) CLAIMS MADE FORM 819 -4168 04101!03 I 04/01/04 EACH CLAIM $1,000,000 AGGREGATE $1,000,000 CONTRACT #: 3037 PROJECT TITLE: OBSERVATION AND TESTING SERVICES, BIG CANYON RES.COVE PROJECT. PLS SEE ATTACHED ENDORSEMENTS. CITY OF NEWPDRT BEACH PUBLIC WORKS ATTN: SHAUNA OYLER PUBLIC WORKS 3300 NEWPORT BLVD CA, CA 92658 SH LLD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREO'. THE INSURER AFFORDING COYERAOS MU. EkWRWM MIL M DAYS WRITTEN NOTICE TO THE CERTIFICATE HQDER lNL£D HEREIN IARSH USA INC. /1 n: Michio Nrkota .l.GDiQ �oL ;•ta Marsh USA Inc 3/5/2004 2:43 PAGE 3/5 RightFax PRODUCER MARSH RISK& INSURANCE SERVICES P. O. BOX 193880 SAN FRANCISCO, CA 94119 -3880 CALIFORNIA LICENSE NO. 0437153 COMPANIES AFFORDING COVERAGE COMPANY E AMERICAN INTERNATIONAL SOUTH INSURANCE CO. COMPANY F URSCA- ALL- WIPRO -04-05 STA URSA INSURED COMPMY URS CORPORATION dba URS CORPORATION AMERICAS G 600 MONTGOMERY STREET 25TH FLOOR SAN FRANCISCO, CA 94111 COMPANY H POLICYNUMBER: GL933- 25- 37COMMERCIAL GENERAL LIABILITY CG 2010 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSESS OR CONTRACTOR - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Persona Organization: ANY PERSONIORGANIZATION WHERE REQUIRED BY CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section If -Who is An Insured is amended to include as an insured person or organization shown in the Schedule, but only with rued to liability arising out of your ongoing operations performed for that Insured. - Wth respect to the insurance afforded to these additional insureds, the following exclusion is added: Exclusions This insuran oe does not apply to'bodl ly injury" or "property damage" occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the site of the covered operations has been completed; Or That portion of your work" out of which the injury or damages arises has been put to its intended use by any person or organization other than anoth er contractor or subcontractor engaged in performing operations for a principal as apart of the same project. CG20101001 ATTN: SHAUNAOYLER PUBLIC WORKS 3300 NEWPORT BLVD CA, CA 92658 ISO Properties, Inc. 2000 Page 1 of 1 MARSH USA NC. W Michio Nekota 03/01/2004 14:16 7149734062 URS GEOTECH PAGE 04 FEB,t6.2004 8!55RM M119 INC • NO.010 P.2 1III5 E14DORSEMENT CI3'ANGES TEW POLICY. PLEASE DEAD IT CAREFULI—Y- ADDITIONAL INSURED - OWNERS, LESSESS OR CONTRACTOR - COMPLETED OPERATIONS This endorsement modifies insurance provided under the Mowing! COIvII4MC1AL GEM AL UdARII.ITY COVERAGE PART of Person or CANYON RES.COVE PROJI=, THE CITY, ITS ELECTED OR APPOAI"1 D OFFICERS, OFFICIALS, E04PI.OM9, ACANTS AND VOLLIlVT 90 AIM TO BE COVERED AS ADDITIONAL WSCRtEDS. WAIVER OF SURROGATION APPLIES. THIS INSi1RANCE IS PRIMARY AND NON- CONTRI$UTOWY WITS ANY OTHER INSURANM CARRLED BY OR FOR THE SENEM OF THE ADDITIONAL ENSURED. (If no entry appears above, information required to complete Ibis endorsement will be shown in the Declarations as applicable to this endorsemeni,) Section 11 — Who is Am Insured is amended to Wade as en insured the person or organization shown in the 3ahedule, brit onlp with rospeot to SiRbility arising oat of "your work" at the location designated a,a deson' bed in the scbedgle of this endorsement performed for that insemd and included in the ' prodtwts - completed operations hazard." CG 20 37 10 01 I90'Propemea, Inc. 7000 Pegs 1 of 1 Marsh USA Inc 3/5/2004 2 :43 PAGE 4/5 RightFax 4 PRODUCER COMPANIES AFFORDING COVERAGE MARSH RISK & INSURANCE SERVICES CMPMY P. D. BOX 193880 SAN FRANCISCO, CA 94119-0880 E AMERICAN INTERNATIONAL SOUTH INSURANCE CO. CALIFORNIA LICENSE NO. 0437153 COMPANY F URSCA ,ALL-W /PRO -04-05 STA URSA INSURED CQYPMY URS CORPORATION dba URS CORPORATION AMERICAS G 600 MONTGOMERY STREET 25TH FLOOR SAN FRANCISCO, CA 94111 C(NPMY H POLICYNUMBER: GL933- 25-37COMMERCIALGENERAL LIABILITY CG20371001 THIS ENDORSEMENTCHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSESS OR CONTRACTOR - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Person or Organization: ANY PERSONIORGANIZATION WHERE REQUIRED BY CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II -Who is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of 'your work" at the location designated and described in the schedule of this endorsement performed for that insured and induded in the "products-completed operations hazard." CG 20 37 10 01 CITY OF NEWPORT BE) PUBLIC WORKS ATTN: SHAUNA OYLER PUBLIC WORKS 3300 NEWPORT BLVD CA, CA 92658 ISO Properties, Inc. 2000 Page 1 of i MARSH USA INC. aw Michio Nekota `44..,"L_ This endorsement, effective 12:01 A.M. 04101/03 Forms a part of Policy No. (s):826 -1308 AOS; 826 -1309 MA; 826 -1310 TX By:Nafional Union Fire Insurance Company of Pittsburgh Inwred:URS Corporation ADDITIONAL INSURED -ANY PERSON /ORGANIZATION WHERE REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section 11 -Liability Coverage, A. - Coverage, 1. -Who is An Insured, is amended to add: Any person or organization to wham you become obligated to include as an addifional insured under this policy, as a rewlt of any contractor agreement you enter into which requiresyw to furnish inwranceto that person or organization ofthetype provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of. The coverage and /or limits of this policy, or The coverage and /or limits required by said contract or agreement. 61713 (12194) ATTN: SHAUNA OYLER PUBLIC WORKS 3300 NEWPORT BLVD CA, CA 92658 MARSH USA INC. BY Michio Nekota 03/01/2004 14:16 7149734062 URS GEOTECH PAGE 05 r t.d. 1t3. G0vJ4 U: 5EAM MPF?SINC • NO, MO P.3 POLICY NUMBER.- GL 9a3-25-37 COMMERCIAL GENERAL LIABILITY CG 201010 01 THIS ENDORSEMENT CHANGES THE POLICY. PLE A,BA READ IT CARtra' LLY, ADDITIONAL INSURED - OWNERS, LESSESS OR CONTRACTOR - SCHEDULED PERSON OR ORG.A,NIZATION This mdorsev= modifies insurance provided under the following: COMMERCIAL QBNSRAL LIABUM COVERAGE PART Name of Person or Organtzatiou t L'J Y Vx "trreWrVi�i'rfL R�ra CONTRACT the 3037 PROJECT TITLE: OBSERVATION AND TESTING SERVICES, SIG CANYON RES.COVE I+I oncT. THE CITY, ITS ELECTED OR APPOINTED O$l'ICER.S, OFFICIALS, EM l"MIS, AGENTS AND VOL11NTURS ARE TO BE COVERED AS ADDITIONAL INSUREDS. WAitMR OF. SUBROGATION APPL=S- TATS IIWURANCE 13 PRIMARY AND NON tONTRIRUTORY WCTII ANY OTHER INSURANCE CARRIED BY OR FO$ THE BENEFIT OF TEM ADDITIONAL INSURED. (Ifno etdry appears above, information required m eoaq>lete this endorsement will be slow» its the Declarations as applicable to this tlndo un=t.) A. Section II —Who is An In MM is sa dod to include as an insured the pe�ott ar organization shows in the Schedule, but only with respect to liability arising out of your ongoing operations Pwfbaned for <hat hisured. S, with respect to the insurance afrm&d to these additional insured, the JbillowinB exclusion is added: 2. Exclusions 'Phis instivanee dorm not apply to "bodily injury" or "'property damage, occurring after. (1) All work, including materials, parrs or equipment fiunished to connection with such work, oa the project (other than aorvioq maluteuanee or repairs) to be poribrmed by or on behalf of the adfenal ksured(s) at the site of the coveted operations has been m4leted; Or (2) That portion of "your work" out of width the lnji" or damages arises bas boar part to its intended tote by any person or organization abler than another contractor or subeoAnctor engaged nt performing opet4sions for a principal as a part of the saaae project CG 20 16 10 01 ISO Properties, Inc, 2000 Page 1 of I POLIES' NUMBER: GL 933.25+W7 COMMERCIAL GIINERAt. JJARILIT'Y CG 20 3710 01 03/01/2004 14:16 7149734062 URS GEOTECH PAGE 06 r tkd . 14.404 EP SGRM MPWNC NO.010 P.4 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The ;following "attadhing clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This andarsmnent, effactive 12;01 AM 01/0112004 forms part of Policy No. 643 -6093 Issued to UR,S CORPORATION Issued By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Premium: INCLUDED CITY OF NEWPORT BEACH CONTRACT t 3037 I ROTBCT TITLE; OBSERVATION AND TESTING SERVICES, BIG CANYON US.COVE PROJECT. We have the right to recover our payments fronr anyone liable fur an injury covered by this policy, We will not enfbree our right against the person of organization named in the Schedule. This ag anent applies only to the extent that you pert= work under a written contract that requires you to obtain t 3is agreement from us. This agreement shall not operate directly or indirectly to benafit any one not named in the Schedule. AS RBQUa2ED BY CONTRACT WC 00 03 13 (W. 4184) Mar 03 04 09:26a Brown & Brown 714- 923 -1872 p.1 15P.1uS r frIf *) :f CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 3 'G i Dept-/Contact Received From: Date Completed: - 3 -' O Sent to: �l Q A rt CL By: Company /Person required to have certificate: (A 4,S ��J✓r?tYRc I. GENERAL LIABILITY A. INSURANCE COMPANY: /) k �h , L [ r)! an t`i r _ _1 1 �, cc rd pi B. AM BEST RATING (A: VII or greater): V C. ADMITTED Company (Must be California Admitted): IFfYes Is Company admitted in California? ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? oZ i'r'i 1 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? WYes ❑ No G. PRIMARY & NON- CONTRIBUTORY WORDING (Must be included): Is it included? Yes ❑ No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by r negligence" wording? ❑ Yes I No 1. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. 11. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: n 4d� t) y e— 4— AY�Ly-_ iC , R_ B. AM BEST RATING (A: VII or greater): X C. ADMITTED COMPANY (Must be California Admitted): �% Is Company admitted in California? E Yes ❑ No D. LIMITS (Must be $1M min. BI & PD and $500,000 UM): What is limits provided? on i ) E. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): is it included? ❑ Yes No F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): 1 Is it included? 1 ❑ Yes ❑ No G. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. In. WORKERS' COMPENSATION A. INSURANCE COMPANY: %Q t,, n,) Lv r B. AM BEST RATING (A: VII or greater): V C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include): Is it included? OYes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ❑ Yes b�No CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT OF 10 Agenda Item No. 7 February 10, 2004 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Michael J. Sinacori 949 - 6443311 msinacod@city.newport- beach.ca.us SUBJECT: BIG CANYON RESERVOIR FLOATING COVER AND DISINFECTION SYSTEM - AWARD OF CONTRACT NO. 3037 RECOMMENDATIONS: 1. Approve the plans and specifications. 2. Award Contract No. 3037 to Banshee Construction Company of Colton, California for the Total Bid Price of $5,664,015.00, and authorize the Mayor and the City Clerk to execute the contract. 3. Establish an amount of $450,000.00 to cover the cost of unforeseen work and estimated bonus for early completion. 4. Approve a Professional Services Agreement with Tetra Tech, Inc., for Construction Support Services for a fee of $54,500.00. 5. Approve a Professional Services Agreement with PBS &J for Construction Inspection Services for a fee of $229,108.00. 6. Approve a Professional Services Agreement with Hilts Consulting Group, Inc., for Floating Cover Advisor Services for a fee of $84,000.00. 7. Approve a Professional Services Agreement with URS Corporation for Geotechnical Services for a fee of $24,480.00. 8. Approve a Budget Amendment in the amount of $1,962,587.00 from Un- appropriated Water Enterprise Fund Reserves and $17,300.00 from Grant Fund Contributions to Account No. 7503- C5500690 and increase revenue estimates in to Account No. 500 -4841, EPA Grant. Subject: Big Canyon Res it Floating Cover And Disinfection System -Award of Contract No. 3037 February 10, 2004 Page: 2 DISCUSSION At 2:00 P.M. on January 27, 2004 the City Clerk opened and read the following bids for this project: BIDDER Low Banshee Construction Company 2 Pacific Hydrotech Corporation 3 Griffith Company 4 Pascal & Ludwig Constructors TOTAL BID AMOUNT $5,664,015.00 5,783,518.00 5,950,000.00 6,018,000.00 * Corrected Bid Amount is $5,995,000.00 The low total bid amount is 2 percent above the Engineer's Estimate of $5,540,000.00. The low bidder, Banshee Construction Company, possesses a California General State Contractors License Class "A" as required by the project specifications. In addition, their sub - contractors assigned to complete the covering portion of the contract (roughly 2 million dollars of the project) also have the required experience to complete the project. A check of the Contractors references indicates they have satisfactorily completed road and bridge projects for other municipalities and have done significant work with Caltrans. They have limited experience in this particular type of water resource work, but have assembled a team of well respected sub - contractors in this field to expand their business in the industry. In their most recent water project very favorable comments were received from the agency. BACKGROUND The Big Canyon Reservoir (BCR) is a 600 acre -foot (200 million - gallon) potable water storage reservoir located in Corona del Mar. The full capacity of the reservoir provides the City with 10 days of average water demand storage. If an emergency takes place within the City, those 10 days could be extended by implementing water conservation measures. During the 1950's, the City's wells in Huntington Beach began to experience saltwater intrusion. As a result, the BCR facility was constructed in the 1960's as a main delivery point for the imported Metropolitan Water District supply and the City's wells were subsequently abandoned when the BCR was put into service. An open water reservoir was an acceptable facility in the 1960's; however, as water quality standards have become more stringent over the years, the Department of Health Services (DOHS) mandated the City cover its reservoir or abandon the facility. This mandate has been in effect since 1994. At that time, the City was designing and constructing the Groundwater Development Project and funding was already committed to this effort. The City planned to comply with the mandate and cover the reservoir by setting aside reserves to complete the multi - million dollar project. After four years of applications to EPA, staff was successful last year in securing $867,300.00 in federal funding assistance. 0 0 Subject: Big Canyon Reservoir Floating Cover And Disinfection System - Award of Contract No. 3037 February 10, 2004 Page: 3 Per the contract specifications the Contractor will have 200 consecutive working days to complete the work. The specifications also included a Council directed bonusipenalty clause to provide an incentive to complete the project early ($3,000.00 per day). Council received a detailed presentation of the work to be completed at their September 23, 2003 Study Session. CONSULTANT SUPPORT SERVICES For a project of this magnitude, outside construction support services will be required. In addition, with the Council directed bonus /penalty clause included in the contract documents, the construction activities will require more than full -time attention.to this project to address the extensive requests for inspection from the contractor. Four main firms will be involved in assisting the City to complete this project: Tetra Tech, Inc. is the project design firm providing construction support for shop drawing review, responding to request for clarification and record drawings; PBS &J will provide project inspection and administration; Hilts Consulting Group will provide oversight for the cover installation beginning with material manufacturing and fabrication oversight along with part-time installation observation and advising, and URS will provide the necessary geotechnical services. Tetra Tech, formerly ASL Consulting Engineers, was hired in 1995 to design the floating cover. In June 2002, the City Council approved an amendment to Tetra Tech's contract to include the new disinfection facility which became integral to the cover design. Tetra Tech's expertise will be required to review the multitude of shop drawings, requests for clarification (RFC's), and requests for information (RFI's). On a project of this magnitude we could be looking at a few hundred documents that require detailed review and City approval. Tetra Tech will work in concert with our Utilities Department staff to ensure the best quality products and components are being provided for this project. They will also prepare the Record "As Built" drawings at the completion of the project. The team of PBS &J and Hilts Consulting was used on the 2001 replacement of the El Toro Water District's (ETWD) floating cover. The ETWD staff highly recommends these experts who inspected their cover of roughly the identical size as the Big Canyon Reservoir. The same inspection staff from PBS &J is available for this project, which will be a full -time inspection assignment along with administrative support. By using this same team, the City can draw on the ETWD experience and the lessons learned on that project. Doug Hilts has worked on several floating cover projects over his 20 -year career. Mr. Hilts is considered the industry expert on floating covers who spent the first 10 years of his career working for the Metropolitan Water District managing 3 major floating cover projects. Mr. Hilts will oversee the manufacturing and fabrication of the cover material. He will also be on site during the installation to insure proper construction. URS performed the recent seismic evaluation of the Big Canyon Reservoir Dam and assessed the bottom conditions for Tetra Tech during the cover design process. Their construction support services will include oversight for the reservoir asphalt bottom Subject Big Canyon Reservoir Floating Cover And Disinfection System -Award of Contract No. 3037 ' February 10, 2004 Page: 4 repairs and installation and overall testing services related to the structural elements of the disinfection facility and new access roads. Staff believes the consulting team of Tetra Tech, PBS &J, Hilts Consulting, and URS will be key for the successful and timely completion of this critical project. Professional Services Agreements for the four firms are attached for Council consideration. Environmental Review: A Negative Declaration in accordance with the California Environmental Quality Act (CEQA) has been prepared and approved by the City Council on June 27, 1994. An environmental document in accordance with the National Environmental Policy Act (NEPA) was developed by EPA as part of the implementation of the grant program. The NEPA document and associated Finding of No Significant Impact (FONSI) was issued in December 2003. Fundino Availabili A Budget Amendment is required to complete this project. The FY 2003/04 CIP for the covering project identified a contribution of $850,000.00 in federal funding. The final approved EPA Grant Award is $867,000.00. An additional $1,962,587.00 needs to be appropriated from the Un- Appropriated Water Enterprise Fund reserves. The City has anticipated this expenditure and has set aside funds over the last several years to . accomplish this project. Upon approval of the recommended Budget Amendments, sufficient funds will be available in the following accounts for the project: Account Description Account Number Amount Big Canyon Reservoir Covering (Water Fund) 7503- C5500690 $5,818,018.00 Big Canyon Disinfection Improvements (Water Fund) 7503- C5500689 $688,085.00 TOTAL $6,506,103.00 Prepared by: t Submitted bye/ J. Sinacori, P.E. �S46 n G. Badum I Engineer PutIfic Works Director Attachments: Bid Summary Professional Services Agreement with Tetra Tech, Inc. Professional Services Agreement with PBS &J Professional Services Agreement with Hilts Consulting Group Professional Services Agreement with URS, Inc. 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FOR BIDDING AND CONSTRUCTION SERVICES THIS AGREEMENT is made and entered into as of this _ day of , 20_, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and TETRA TECH, INC. a Corporation whose address is 16241 Laguna Canyon Road, Suite 200, Irvine, California, 92618 ( "Consultant "), 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 is planning to install a floating cover and new disinfection facilities at the Big Canyon Reservoir (the "Project "). C. City desires to engage Consultant for Bidding and Construction Phase Services for the Project. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Steve Tedesco, P.E. F. 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 _ day of 2004, and shall terminate on the 31s` day of January 2005, 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. The 0 0 City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. 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 Agreement, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 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. In no event shall Consultant's compensation exceed Fifty Four Thousand Five Hundred Dollars and no /100 ($54,500.00) without additional authorization from City. No billing rate changes shall be made during the tens of this Agreement without the prior written approval of City. 4.1 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) days after approval of the monthly invoice by City staff. 2 4.2 City shall reimburse Consultant only for those costs or expenses Asspecifically approved in this Agreement, or specifically approved in 2 Ll 0 advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the is services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 services for this Agreement, 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 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 Steve Tedesco 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 services under this Agreement 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. 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 fumish the necessary personnel to complete the services on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 0 3 0 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new . facilities or facilities to be rehabilitated. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are 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, or 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. fl 0 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and 1101 hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted under this Agreement (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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. 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 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 5 E 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. 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 and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that havwbeen 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. • A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. I. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of N. the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with . the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers. the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: I. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess 7 insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional 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. 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 cotenancy, 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 orjoint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the • Consultant under this Agreement will be permitted only with the express written M consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (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. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 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. 18. CONFIDENTIALITY 0 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 authorizes in writing the release of information. 29. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his/her 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 contractor bids or actual cost to City. 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. LJ 0 21. RECORDS • Consultant shall keep records and invoices in connection with the work 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 his /her 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 paragraph is intended to limit City's rights under 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 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 10 If subject to the Act, Consultant shall conform to all requirements of the Act. 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 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacori, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949 - 644 -3342 Fax: 949 - 644 -3308 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Steve Tedesco, P.E. Tetra Tech, Inc. 16241 Laguna Canyon Road, Suite 200 Irvine, CA 92618 Phone: 949 - 727 -7099 Fax: 949 - 727 -7097 27. TERMINATION 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of 11 is termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29. 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. 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. 31. 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 govem. 32. 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. 33. 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. 12 34. 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. 35. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: City Attorney for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Mayor for the City of Newport Beach TETRA TECH, INC.: 0 Steve Tedesco Vice President Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates f: luserslpbwlsharedlagreementslfy 03- 041tetra tech -bcr floating cover.doc 13 9 11 0 u E TETRATECH, INC. Infrastructure Services Group October 7, 2003 Mr. Michael J. Sinacori, P.E. Utilities Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 -8915 OU Y 7gy3 Reference: Big Canyon Reservoir Floating Cover and Disinfection Facilities Proposal for Bidding and Construction Phase Services Dear Mr. Sinacori: Tetra Tech, Inc. is pleased to submit this proposal to provide bidding and construction phase services for the Big Canyon Reservoir Floating Cover and Disinfection Facilities Project. Bidding Phase Services Following our submittal of signed plans and specifications to the City, bidding services to be provided to the City shall include: 1. Coordination and response to questions from contractors and.equipment suppliers. 2. Attend the prebid conference and job walk- 3. Preparation of any addenda. 4. Review of bid results. It is anticipated that the bidding phase will be approximately 45 days, with a bid opening scheduled for November 2003. Construction Phase Services The construction phase services will consist of the following tasks: 1. Shop Drawings will be reviewed for items including the floating cover, disinfection facilities, mechanical equipment, piping, site work, electrical, instrumentation and structural. 2. Requests for Clarification (RFC) will be addressed from the contractor. The proposal assumes an average 40 RFCs from the contractor will be addressed. 3. Site Visits/Meetings - Up to 12 site visits/project meetings will be attended by Tetra Tech staff to meet with the City and contractor. 4. Review of contractor change orders. We have assumed assistance with 4 to 5 change orders. 5. Record Drawings - Upon completion of construction, the contractor's red line plans will be used to prepare record drawings. Both mylars and electronic files will be updated accordingly and provided to the City. 6. Reimbursable expenses include mileage, printing, mylars, etc. 16241 Laguna Canyon Road, Suite 200, Irvine, CA 92618 Tel 949.727.7099 Fax 949.727.7097 www.tetMtech.com EXHIBIT A TETRATECH, INC. Infrastructure Services Group Mr. Michael J. Sinacori, P.E. October 7, 2003 Page 2 The construction phase schedule is estimated to start in December 2003 and be completed in October 2004. The total construction time is 200 working days. The Scope of Services and Fee Schedule are presented in the attachments. The total requested fee for bidding and construction phase services is $54,500. We look forward to continuing this project through completion. Sincerely, Steve Tedesco, P.E. Vice President SDT /SE:cg JA0606\0055V- 007se.doc(100) Attachments 0 0 TETRA TECH, INC. CITY OF NEWPORT BEACH Big Canyon Reservoir Floating Cover and Disinfection Facilities SCOPE OF SERVICES The following additional services are provided for the bidding and construction phase of the project: Bidding Assistance Shop Drawings RFCs/Change Orders Site Visits/Meetings (12) Record Drawings Reimbursibles $ 6,000.00 $ 26,000.00 $ 9,000.00 $ 8,000.00 $ 4,500.00 $ 1.000.00 Total $ 54,500.00 Our billing rates are presented in the attached rate schedule per Exhibit "A ". JA0606\0055U- 007se.do (3 00) 0 0 TETRATECH, INC. EXHIBIT "A" 2004 . HOURLY CHARGE RATE AND EXPENSE REII IMURSEMENT SCHEDULE Professional Engineering Intern/Technician ................... $ 48.00 Designer /CAD Operator/Engineer I........... $ 89.00 Engineer H and IHfSenior Designer .......... $ 100.00 Biologist ...................... ............................... $ 99.00 Pl anner......................... ..............................$ 99.00 Senior Engineer/Landscape Architect........ $ 115.00 Project Engineer/Project Coordinator........ $ 135.00 Senior Pl anner ............. ............................... $ 140.00 Senior Scientist ........... ............................... $ 140.00 Project Manager /Sr. Project Coordinator... $ 150.00 Senior Project Manager .............................. $ 165.00 Program Director/Project Director ...........:. $ 200.00 Administrative Administrative Clerk ... .:............................. $ 42.00 Word Processor /Admin. Support ............... $ 58.00 Graphic Designer ........ ............................... $ 94.00 Survev/Maonine Survey Technician I .... ............................... $ 90:00 Survey Technician Wield Supervisor...... $ 100.00 Senior Surveyor .......... ............................... $ 115.00 Project Surveyor ......... ............................... $ 135.00 Two-Person Survey Party .......................... $ 185.00 Two - Person Survey Party with GPS.......... $ 225.00 Three- Person Survey Parry ........................ $ 268.00 Survey Travel Time (Two - person) ............ $ 90.00 Survey Travel Time (Three- person) ........... $ 127.00 Construction Management Construction Observer ............................... $ 78.00 Senior Construction Observer .................... $ 85.00 Resident Engineer ....... ............................... $ 120.00 Construction Manager . ............................... $ 150.00 Reproduction, special photography, postage, delivery services, express mail, out -of -area telephone calls, printing and any other services performed by subcontractor, will be billed at cost plus 15 %. Reimbursable In -House Costs Photo Copies (B &W 8.5 "xl F ...... $ 0.10/Each Photo Copies (B &W 11 "x1T')....... $ 0.35/Each Color Copies (up to 8.5 "x11 ") ........ $ 1.50/Each Color Copies (to 11 "x17") .............. $ 2.50/Each Compact Disks . ............................... $10.00/Each Large Format Copies ..................... $ 0.301S.F. Computer Time ............................. $10.00/Hour Mileage ............ ............................... $ 0.40/Mile NOTE: All rates are effective to October 1, 2004. There will be a negotiated increase in rates, 5% minimum per year, for contracts extending beyond October 1, 2004. EXHIBIT B 7:\060610055)1- 007mdoc(100) • 0 0 PROFESSIONAL SERVICES AGREEMENT WITH PBS&J FOR • CONSTRUCTION INSPECTION SERVICES THIS AGREEMENT is made and entered into as of this _ day of , 2004, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and PBS&J a corporation whose address is 175 Calle Magdelena, Encinitas, California, 92024 ( "Consultant"), 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 is planning to install a floating cover and new disinfection facilities at the Big Canyon Reservoir (he "Project "). C. City desires to engage Consultant to provide construction inspection and administrative support services for the Project. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal members of Consultant for purposes of Agreement shall be Gasper A. Chifici, Vice President, and Charles "Skip" Griffin, Jr., Senior Vice President. F. 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 day of 2004, and shall terminate on the 31st day of January, 2005, 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. The 3. 4. 0 0 City may elect to delete certain tasks of the Scope of Services at its sole discretion. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. 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 Agreement, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. COMPENSATION TO CONSULTANT 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. In no event shall Consultant's compensation exceed Two Hundred Twenty Nine Thousand One Hundred Eight Dollars and no /100 ($229,108.00) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 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) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in 2 E 0 9 0 advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 services for this Agreement, 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 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 John Klimuszko 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 for services under this Agreement 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. Consultant, at the sole discretion of City, shall remove personnel assigned to the performance of services under this Agreement upon written request of City. Consultant warrants that it will continuously fumish the necessary personnel to complete the services on a timely basis as contemplated by this Agreement. The Consultant is performing inspection and construction management services for City. The Project Manager and any other assigned staff shall be equipped with a Nextel Plus type cellular /direct connect unit to communicate with City staff. Consultant's Nextel Direct Connect I.D. number will be provided to City to be programmed into City Nextel units, and vice versa. 3 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are 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 Il 0 0 reason of strikes, lockouts, accidents, or 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. 8.4 The term Construction Management or Construction Manager does not imply that Consultant is engaged in any aspect of the physical work of construction contracting. Consultant shall not have control over or be in charge of and shall not be responsible for the project's design, City s project contractor ( "Contractor"), construction means, methods, techniques, sequences or procedures, or for any health or safety precautions and programs in connection with the work. These duties are and shall remain the sole responsibility of the Contractor. Consultant shall not be responsible for the Contractors' schedules or failure to carry out the work in accordance with the contract documents. Consultant shall not have control over or be responsible for acts or omissions of City, Design Engineer, Contractor, Subcontractors, or their Agents or employees, or of any other persons performing portions of the work. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a .Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted on under this Agreement (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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. 5 10. 11. 12. 13. 14. 0 INDEPENDENT CONTRACTOR 0 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. 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 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. 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. 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. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his/her duly authorized designee 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. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. U 0 0 B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers 7 0 0 the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). . E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: L The City, its elected or appointed officers, officials, employees, agents'and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. A. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional 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. �J • • 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, transferor 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 cotenancy, 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS . Each and every report, draft, map, record, plan, document and other writing produced (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. Consultant shall, at Consultant's expense, provide such Documents to City upon, prior written request. 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. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. E 19. 20. 21 22. 23. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. RECORDS Consultant shall keep records and invoices in connection with the work 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. 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 his/her 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. 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 bome by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. cl 01 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacori, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949 - 644 -3342 Fax: 949 - 644 -3308 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Gasper A. Chifici PBS &J 175 Calle Magdalena Encinitas, CA 92024 Phone: 760 - 753 -1120 Fax: 760 - 753 -0730 26. TERMINATION 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 11 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving 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. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. 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. 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 govem. 0 12 0 E 32. 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. 33. 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. 34. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: City Attorney for the City of Newport Beach ATTEST: City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Tod W. Ridgeway, Mayor for the City of Newport Beach PBS&J: By: Gasper A. Chifici, Vice President Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates f:l userslpbv,Ashared%agreements\fy 03 -04bbs &1-ber floating cover.doc 13 Scope of Services PBS&i's goal is to provide professional services that create value for our clients through technical excellence and innovation DESCRIPTION OF FACHITIES The facility for which this scope of work is intended is the Big Canyon Reservoir for the City of Newport Beacb. The work required for the facility includes the addition of a floating cover and side slope chafer, a sump and rainwater collection system, a cement slurry bottom, repairs to the existing asphalt lining, a sub -drain system, four new mixing pumps, disinfection facilities, an asphalt ramp, and various related appurtenant improvements SCOPE OF SER«CES Based on our experience with similar projects, and our understanding of your needs, the following scope of services describes the anticipated tasks and level of effort anticipated for the construction phase of the Project The Scope is purposely described in terms that allow you to decide upon the level of service you require from us. The is fee proposal that accompanies the Scope is therefore presented in two three separate options. Option 1 includes Construction Engineering only —tbat is, full time project inspection and related tasks. Option 1B includes Construction Engineering and a limited amount of Construction Management oversight, and does not include submittal review, logging, or tracking, which would be done by either the designer, or City staff. Option 2 includes Construction Engineering and full Construction Management & Administration. The extent of construction management services is based upon the following construction phase schedule assumptions. It is assumed that the actual construction will require nine (9) months (approximately 40 weeks) for completion. Based on our experience on similar construction projects, we anticipate that there will be a two - week mobilization and start-up phase involving submittal review and site work that will require only limited on-site project observation. There will then be a 36 -week period of major construction that will require increased project observation, followed by 2 weeks that will require diminishing levels ofproject observation during the punch list and start-up phase. Field Inspection and Resident Engineering during Construction (Construction Engineering) Field Inspection and Resident Engineering services are those services typically performed by a qualified Construction Field Representative or Resident Engineer, with support from a qualified Construction Manager. Each of our Field Comprehensive resources, proven service Section 3, Page I EXHIBIT A Representatives and Resident Engineers is furnished with a vehicle, laptop computer, digital camera, and cellular phone. During the construction of the project, PBSO will provide the following construction phase services, as a minimum: 1. We will provide one full -time on -site Resident Inspector, subject to the City's approval, for project observation and field engineering services during the construction phase, to- assure that the progress and quality of work is in conformance with the contract documents and the City s expectations, and to inform the City of the overall progress. He will prepare Daily Inspection Reports documenting the progress of construction, including notations of visitors to the site, weather conditions, contractor work force and equipment, changed conditions encountered, workmanship, safety concerns, and all associated construction- related issues. The Resident Inspector will also provide daily construction photo documentation. He will document construction activities on a daily basis, and specific issues as they occur. Construction photographs will be taken using a minimum 2.0 megapixel digital camera or 35 mm standard format pocket camera. Standard format film will be developed and scanned onto a CD as digital images. Photo proof sheets with thumbnail images shall be attached to the Daily Construction Progress Reports. All digital files will be transferred to the City upon completion of the project and will be organized by date. The Resident Inspector will report directly to the City's Project Manager for this project. The project is expected to take approximately 9 months to complete. Our Resident Inspector will establish his schedule based upon the Contractor's. 2. We will attend and conduct weekly on -site Construction Team Progress meetings with the Contractor, Designer, sub-contractors, and the City, with a fixed agenda, producing action items with designated responsible parties and due dates. 3. We will issue, process and track Requests for Information (RFIs) for interpretations and clarifications of the contract documents. The appropriate design engineer may review interpretations and clarifications. We will consult and advise the City on the effects of the interpretations and clarifications of the contract documents. 4. We will provide as- needed scheduling services for periodic review, analysis and tracking of the Contractor's construction schedule. 5. We will review, negotiate and make recommendations on construction contract change orders to address contract revisions, design changes, unanticipated field conditions, additional work requests, etc. 6. We will observe initial operation and testing of the completed project, and prepare a punch list of deficiencies and follow up with the Contractor to ensure that the deficiencies are corrected in a timely manner. 7. We will coordinate and manage the City - provided construction materials testing services. It is assumed that the City will provide independent contract construction testing services for items such as cover materials, concrete, rebar, welding, coatings and geotechnical. 1 Comprehensive resources, proven service Section 3, Page 2 E 0 8. We will coordinate and manage the City - provided construction surveying support services. It is assumed that the City will provide independent contract construction surveying support services for items such as boundary control, rough grade stakes, line and grade stakes, finish grade stakes and final grade verification. 9. We will perform a final inspection of the project a. We will schedule and conduct substantial completion inspections, prepare and issue punch lists, and advise the City when the completed facility is acceptable. b. We will provide construction management services and assistance to the City, as required, related to operational aspects of the constructed facility. c. We will prepare a final report documenting the contractor's actual versus planned progress schedule, start-up procedures, the disposition of all claims and disputed change orders that impact the City's long -term interests, and all other pertinent information. d. We will present the City with a complete set of all project records in hard copy and electronic format. We will make certain that changes are made to the drawings based upon Contractor - furnished record of construction changes, and our own independent documentation. e. We will collect from the Contractor all equipment submittal information required for an O&M Manual for the project f. We will provide construction management services to the City during the 12- month warranty period, including 11th month warranty inspection and coordination and inspection of remedial work performed by the Contractor. Other incidental tasks that are included in the above are: Pe Assuming that the State of California's provisions for Prevailing Wage apply with respect to the inspection of this project, and in accordance with the State of California's requirements, PBS&J will prepare weekly Certified Payroll Documentation for this project 0 We will assure that the contractor keeps up with the documentation of all field changes to the plans and specifications. Construction Management and Administration during Construction Construction Management and Administration Services are typically performed by a qualified Construction Manager and/or Resident Engineer, and a part-time off -site clerical assistant When Construction Management and Administration is included in the services we perform, we also add the following Construction Engineering tasks: I. We will support and coordinate the efforts of all subconsultants provided by either the City or by PBS&J. During the construction phase, PBS&J will provide the following Construction Management and Administration services, as a minimum: 1 �. 61 Comprehensive resources, proven service Section 3, Page 3 11 L 0 0 0 1. We will prepare the agenda for and conduct the pre - construction conference, and issue minutes of the meeting within 3 days. 2. We will log, track and review Contractor submittals using Expedition (or other software if the City so desires). The Construction Management team will review all Contractor submittals with the exception of those requiring review by the design engineer. We will consult and advise the- City on the acceptability of substitute materials and equipment proposed by the Contractor. 3. We will coordinate and review lab, shop and null test reports and results of field materials testing, including concrete tests, soils tests, etc. 4. We will provide general construction contract administration services during the construction phase, including such tasks as maintaining and documenting all project records and general correspondence with the City, Designer, the Contractor, and any other stakeholders, using Expedition. We will provide any and all services requested by the City or otherwise required for the proper administration of the construction contract. 5. We will prepare contract revisions, if required, during construction to resolve problems due to unanticipated field conditions or other field changes. 6. We will provide construction cost accounting services during the construction phase, including such tasks as progress payment review, cost accounting, budget tracking, general correspondence with the City and Contractor, etc. We will consult with and advise the City on construction cost - related issues. We will meet with the City regularly, at the City's convenience, to discuss construction - related issues. 8. We will assist the City in the closing of the project with services such as Final Acceptance, claims negotiations, filing of the Notice of Completion, and make recommendations for final payment, and release of retention or securities of the Contractor. Incidental tasks in addition to the above include: + We will prepare and submit monthly progress reports documenting the general progress of the construction, along with the progress of submittal reviews, the status of Urs, any changes to the schedule, status of change orders, and any other pertinent information. 6 We will monitor the contractor's compliance with all construction and site permits, and advise the City on the appropriate course of action to assist the contractor in complying with the permit conditions. Comprehensive resources, proven service Section 3, Page 4 Project Name: Big Canyon Reservoir Client/Owner: City of Newport Beach Project Manager: Blaine Barth Prepared By: Gasper Chifici Proj/Prop No.: Option 1B Date: January 27, 2004 ENGINEERING SERVICES Officer - OFF Senior Program Manager- SPG Project Director - PD Principal Engineer III - PRIII Program Manager- PGM Principal Engineer II - PRII Principal Engineer I - PR Senior Project Manager - SPM Project Manager - PM Senior Project Engineer - SPE Project Engineer 11- SEII Project Engineer I - SEI Senior Engineer - SE Engineer 11- Ell Engineer l- El Engineering Aide II - EAII Engineering Aide I EAI ADMINISTRATIVE SERVICES Financial Manager - FM Administrative Manager - AM Senior Administrative Asst II - SAII Senior Administrative Asst I - SAI Project Analyst - PA Administrative Assistant - AA Administrative Clerk - AC OTHER PROFESSIONAL SERVICES Principal Professional, Division Mgr. - PP Sr. Prof. III, Prog Mgr, Sr. Developer III - SPIII Sr. Prof. 11, Sr. Analyst III, Sr. Devel II - SPII Senior Analyst II, Sr. Developer I - SAD Sr. Prof. I, Sr. Analyst I, Developer 11- SPI Professional II, Analyst II - Pit Professional I, Analyst 1, Developer I - PI $190 $175 $165 $150 $145 $140 $135 $125 $115 $106 $102 $96 $88 $85 $75 $50 $45 $110 $80 $66 $62 $57 $50 $43 $160 $145 $125 $110 $90 $75 $65 FEE SUMMARY ITEM TOTAL Labor $219,888 Outside Services $0 Direct Costs $9,220 TOTAL $229,108 BILLING RATES ENVIRONMENTAL SCIENCE Senior Scientist III - SSIII Senior Scientist 11- SSII Senior Scientist I - SSI Scientist III - Sill Scientist II - SII Scientist I - S1 Assistant Scientist - AS Research Assistant - RA CONSTRUCTION RELATED SERVICES Senior Construction Manager- SCM Construction Manager - CM Senior Project Engr (Const.) - SPEC Prevailing Wage Field Rep. - PWFR Senior Field Representative' - SFR Construction Mgmt Rep. II` - CMII Construction Mgmt Rep. I` - CMI r non - prevailing wage) DESIGN & GRAPHIC SERVICES Senior Design Manager- SDM Senior Designer III - SDIII Senior Designer II - SDII Senior Designer I - SDI Senior Graphics Designer- SGD Designer - DES Graphics Designer - GO Senior CADD Technician - SCT CADD Technician II - CTII CADD Technician I - CTI California Offices in Irvine, Riverside, Encinitas, and San Diego FILE: Big Canyon Reservoir Option 1B.)ds EXHIBIT B $160 $124 $116 $106 $98 $85 $70 $50 $118 $108 $96 $98 $111 $82 $75 $110 $105 $95 $85 $80 $75 $75 $71 $66 $60 • u T O 1.11 m V d N m it 7 0 0 O Q J -'7 Q a 0 n m rn N v Q a a M O 000000 VO. 0000000 N 047 CD co co Go W C) I, CD CD (M c00 VO �O C. 0Om�TONl c•07 cl W 0 OD 01 W a1 LL �� I��Ct>N N C V �N1�— ai c0 C Cis M Ali T T f9 fA E9 69 tH 69 6Y ER f9 � G3 vA N N N f9 f9 C4 N 69 • • LO co LO 1 Mt�9 0 000 V NNCN7 co ,r ON W X00 COO V V N OR'0V S ci 0 0 0 0 0 0 0 0 0 0 • 0 0 0 0 • 0 0 LO f00 N C,4 tnq tnl V V 0 ? O` Cl N T N 7 N N ca V O 0 0 0 t- 0 0 O O O O V N O V o 333 V N N N O O b co V V V T O v O p N U Z tA� v m m� a^ c 0 C C W E f!1 ^ C C.07 yZ N Z C m (!1 '�O •� LL Z t_- g O v Or U ca omEv"0 0) t~il ZLLmaaF�° K -°� aai CA *-5 N N O 0 Q' m 0 ad N 7 y Z L) — � Z Q N mp O O N N� U Co W U1 O O Z a p F m m p F= 2��v'���a°�i�� d.Z c��a 00 WW Er wooa'S yy3!! y E d y_ Q C aCj a"i d "m a) m 12 -- H y Q • N O O ML E Z O C` L > N O O A o IL f+ O y N O 0 T N1 J Ua"CLmX()LL UIL Ua00-wU�00L)E CLW �~ W rN fi V 66 il:6Oi c-N ch V 661 W 6 1-:N as a Q m U 00 a 0 n m rn N v Q a a PBS &J Direct costs DESCRIPTION Pt Task Type Quantity Unit Unit Cost TOTALS Cost Vehicle - Monthly 9 MONTHS $750.00 $6,750.00 Film /Processing 400 PHOTOS $0.30 $120.00 Cell Phone Usage per month 9 VARIES $150.00 $1,350.00 Courier- Next Day 40 TRIPS $20.00 $800.00 Fed Ex 20 PARCELS $10.00 $200.00 TOTAL $9220 SPA PA400 -2/99 Big Canyon Reservoir Option 1B.xls- 127/2004 E • 0 PROFESSIONAL SERVICES AGREEMENT WITH HILTS CONSULTING GROUP, INC. FOR REPRESENTATIVE SERVICES THIS AGREEMENT is made and entered into as of this _ day of 20_, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and HILTS- CONSULTING GROUP, INC. a corporation whose address is 16716 Quail Country Avenue, Chino Hills, California, 91709 ( "Consultant "), 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 cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is� planning to install a floating cover and new disinfection facilities at the Big Canyon Reservoir (The "Project"). C. City desires to engage Consultant to provide manufacturing, fabrication and installation observation services for the cover portion of the Project. • D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E., The principal member of Consultant for purposes of this Agreement shall be Douglas Hilts, S.E. F. 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 _ day of 2004, and shall terminate on the 31st day of January, 2005, 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. The 0 9 0 City may elect to delete certain tasks of the Scope of Services at its sole discretion. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent-and timely manner may result in termination of this Agreement by City. 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 Agreement, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. COMPENSATION TO CONSULTANT 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. In no event shall Consultant's compensation exceed Eighty Four Thousand Dollars and no /100 ($84,000.00) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 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) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in E 9 P J 0 • advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 services for this Agreement, 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 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 Douglas Hilts 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 for services under this Agreement 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. Consultant, at the sole discretion of City, shall remove personnel assigned to the performance of services under this Agreement upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the services on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 3 VA 0 0 CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are 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, or 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. 8.4 The term Construction Management or Construction Manager does not imply that Consultant is engaged in any aspect of the physical work of construction contracting. Consultant shall not have control over or be in charge of and shall not be responsible for the project's design, City's project contractor ( "Contractor"), construction means, methods, techniques, sequences or procedures, or for any health or safety precautions and programs in connection with the work. These duties are and shall remain the sole responsibility of the Contractor. Consultant shall not be responsible for the Contractors' schedules or failure to cant' out the work in accordance with the contract documents. Consultant shall not have control over or be responsible for acts or omissions of City, Design Engineer, Contractor, Subcontractors, or their Agents or employees, or of any other persons performing portions of the work. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate directly to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted under this Agreement (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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. 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 or to exercise a measure of 5 11 12. 13. 14. control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. COOPERATION Consultant agrees to worts 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. 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. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his/her duly authorized designee 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. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. 0 0 0 D. Coverage Requirements. L General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. iii. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: L The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. FA 0 vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional 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. 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 cotenancy, 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (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. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 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 01 0 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. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. RECORDS Consultant shall keep records and invoices in connection with the work 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. 20. 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 his/her 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. 21. 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 paragraph is intended to limit City's rights under any other sections of this Agreement. 0 r� L �J 22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the �. Project. 23. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. 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. 24. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacod, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949 - 644 -3342 Fax: 949 - 644 -3308 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Douglas Hilts, S. E. Hilts Consulting Group, Inc. 16716 Quail Country Avenue Chino Hills, CA 91709 Phone: 909- 590 -5200 is 10 i • 25. TERMINATION 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving 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. 26. 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. 27. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29. 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. 11 30. 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. 31. 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. 32. 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. 33. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, A Municipal Corporation By: City Attorney Tod W. Ridgeway, Mayor for the City of Newport Beach for the City of Newport Beach ATTEST: HILTS CONSULTING GROUP, INC.: By: LaVonne Harkless, Douglas Hilts, S.E. City Clerk President Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates f:lusers%pbw'sharedlagreements* 03- 041h11ts4)a floe ft cover.doc 0 12 Hilts Consultina Grouu. Inc. 16716 Quail Country Ave. Chino Hills, CA 91709 \� (909) 590 -5200 February 2, 2004 City of Newport Beach 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658 -8915 Attn.: -Mr. Mike Sinacori Big Canyon Reservoir — Floating Cover Project — City Representative Services Mr. Sinacori, Hilts Consulting Group, Inc. (HCG) had completed a peer review for the City of Newport Beach (City) Big Canyon Reservoir Improvement Project. As part of the peer review, HCG reviewed plans and specifications prepared by the City's design consultant, Tetra Tech, and attended coordination review meetings with City personnel and Tetra Tech. The Big Canyon Reservoir Improvement Project is currently advertised for public bidding. HCG would like to submit our proposal to provide City Representative Services for the floating cover aspects of this project. SCOPE OF WORK: HCG would like to submit our proposal for City representative services to assist the City during the construction of the Big Canyon Reservoir Floating Cover Project. HCG's involvement on the Big Canyon Reservoir project is limited to the floating cover portions of work. The scope of work has been jointly defined between HCG and the City and includes the following tasks: Project Management / Coordination • Back check previous peer review comments. Attend peer review coordination meeting with City and Tetra Tech. Attend mandatory contractor pre -bid meeting. Provide coordination with the City and Tetra Tech during construction. Construction Period Support: • Attend kick -off meeting with City, Tetra Tech, and Contractor. U-N �C t� • r-r L-A Big Canyon Reservoir — Floating Cover Project — City Representative Services February 2, 2004 Page 2 of 4 • Review geomembrane manufacturer's quality control / quality assurance plan for the floating cover and chafer. • Review geomembrane fabricator's quality control / quality assurance plan for both the floating cover and-chafer. • Review geomembrane installation contractor's quality control / quality assurance plan for both the floating cover and chafer. • Review contractor floating cover related submittals. Construction Meetings / Site Visits: • Attend weekly construction coordination meetings. This proposal assumes (16) 1 -hour meetings which will be conducted by others. • Site visits during construction of the floating cover. This proposal assumes on site 2 days per week during the construction of the floating cover. The floating cover construction duration is assumed at 16 weeks. Site visits 2 days per week for up to 4 weeks during the initial fill and start up of the floating cover. Interact with the City's inspector (or hired inspector) relative to floating cover construction activities. Off -Site Observations Visits: • Site visit and observation to geomembrane manufacturing facility during - the production of the reinforced polypropylene floating cover material. This proposal. assumes 2 days on site during the manufacturing for a portion of the geomembrane material. This random observation does not assume full -time inspection. • Site visit and observation to geomembrane fabricator facility during the fabrication of the reinforced polypropylene floating cover prefabricated panels. This proposal assumes 2 days on site during the fabrication for a portion of the floating cover panels. This random observation does not assume full -time inspection. The construction phase services are based on the following assumptions: • Inspection services are not part of this proposal, and the City will separately engage inspection services. • All material testing will be performed by the Contractor and under the direction of the on site inspector. Material testing is not included in this proposal. • Responses to Contractor RFI's shall be performed by others. • HCG will provide comments on Contractor submittals. The submittals shall be reviewed by the design engineer of record and HCG's comments shall be in addition to the design engineer's comments. C� V Big Canyon Reservoir — Floating Cover Project — City Representative Services February 2, 2004 Page 3 of 4 The consolidation of HCG comments with those comments by other reviewers shall be performed by others. • Construction progress coordination meetings shall be conducted by others. Meeting minutes shall be prepared by others. • Contractor progress pay applications shall be reviewed performed by others. • Contractor's initial construction schedule and periodic update reviews shall be performed by others. • Contractor change order reviews shall be performed by others. PROFESSIONAL FEES: The professional fees for the city representative services scope of work defined above are proposed on time and materials basis plus reimbursables, with an estimated maximum payable amount of $84,000. A cost breakdown by task is listed below. Task Estimated Fee Project Management / Coordination $12,000 Construction Period Support $58,000 Off -Site Observation Visits $12,000 Misc. Reimbursables $2,000 Total $84,000 Billing will be in accordance with the attached fee schedule. At the direction of the City, additional services may be performed and shall be based on the hourly rates in the attached fee schedule plus reimbursable expenses. HCG will submit invoices to the City on a monthly basis commensurate with work completed as of the billing date. Invoices will indicate the total amount billed to date of all previous invoices, the current invoice amount, and the remaining agreement amount. LIMITATIONS: The design of the Big Canyon Reservoir Improvement Project was designed by entities other than HCG. HCG is not the design engineer of record, and as such, HCG assumes no design liability for the design concepts, drawings, and specifications. HCG's involvement during the construction phase shall be limited to the floating cover components, and shall not include other items such as the chemical storage and feed systems, mechanical systems, electrical systems. HCG's involvement is to assist the City during the construction phase for the floating cover portion of work. ?\ . �Ci� Big Canyon Reservoir — Floating Cover Project — City Representative Services February 2, 2004 Page 4 of 4 HCG appreciates the opportunity to submit our proposal. If you have any questions regarding this proposal, please call me at (909) 590 -5200. Very truly yours, Hilts Consulting Group, Inc. ougl s Hilts, S.E. Principal Attachments 0 \\\ �I \` HILTS CONSULTING GROUP. INC. \ FEE SCHEDULE V FOR PROFESSIONAL ENGINEERING SERVICES- Big Canyon Reservoir— Floating Cover Project City Representative Services Professional Services: Classification I Title Hourly Billing Rate Principal $150.00 Senior Engineer $125.00 Project Draftsperson $85.00 Clerical $40.00 . Reimbursable Expenses Reproduction Cost plus 15% Outside Consultant Services Cost plus 15% Automobile Transportation $0.325 / mile Delivery / Courier/ Express Mail Cost plus 15% Travel / Subsistence Cost Rates effective for calendar year 2004 v 0 PROFESSIONAL SERVICES AGREEMENT WITH URS CORPORATION FOR OBSERVATION AND TESTING SERVICES THIS AGREEMENT is made and entered into as of this _ day of , 20_, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and URS Corporation, whose address is 2020 East First Street, Suite 400, Santa Ana, California, 92705 ( "Consultant"), 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 is planning to install a floating cover and new disinfection facilities at the Big Canyon Reservoir (the "Project "). C. City desires to engage Consultant to perform geotechnical observation and testing services for the Project. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Jean Suter Hill. F. 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 _ day of 2004, and shall terminate on the 31st day of January, 2005, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 0 0 Consultant shall diligently perform all the services described in the Scope of . Services attached hereto as Exhibit A and incorporated herein by reference. The • • City may elect to delete certain tasks of the Scope of Services at its sole • discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to- perform the services in a diligent and timely'manner may result in termination of this Agreement by City. 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 Agreement, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 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. In no event shall Consultant's compensation exceed Twenty Four Thousand Four Hundred and Eighty Dollars and no /100 ($24,480.00) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 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) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in FA 5. • advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of suboonsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work 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 services for this Agreement, 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. PROJECT MANAGER 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 Jean Suter Hill 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 services under this Agreement 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. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services under this Agreement upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the, services on a timely basis as contemplated by this Agreement. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E. shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 3 0 • 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are 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, or 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. 8.4 The term Construction Management or Construction Manager does not imply that Consultant is engaged in any aspect of the physical work of construction contracting. Consultant shall not have control over or be in n charge of and shall not be responsible for the project's design, City's project contractor ( "Contractor"), construction means, methods, techniques, sequences or procedures, or for any health or safety precautions and programs in connection with the work. These duties are and shall remain the sole responsibility of the Contractor. Consultant shall not be responsible for the Contractors' schedules or failure to carry out the work in accordance with the contract documents. Consultant shall not have control over or be -responsible for acts or omissions of City, Design Engineer, Contractor, Subcontractors, or their Agents or employees, or of any other persons performing portions of the work. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted under this Agreement (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the 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. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents oir employees of City. 5 0 0 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 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. 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 and/or his /her duly authorized designee 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, a policy or policies of liability insurance "of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Slanature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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 L4 Best's Key Rating Guide, unless otherwise approved by the City s Risk Manager. Coverage Requirements. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his ocher employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability. Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property. damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are, to be covered as additional insureds with FA 0 E 0 0 r� respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers., V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either parry except after thirty (30) calendar days written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of. or resulting from Consultant's performance under this Agreement. G. Additional 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. 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 cotenancy, 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 parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (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. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 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. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. M 11 0 r� U 20. RECORDS 0 . Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially . affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 10 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacori, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949 - 644 -3342 Fax: 949 -644 -3311 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: . Attn: Jean Suter Hill URS, Corporation 2020 East First Street, Suite 400 Santa Ana, CA 92705 Phone: 714 - 835 -6886 Fax: 714 - 667 -7147 26. TERMINATION 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, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of 11 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. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. 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. 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. 31. 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. 32. 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. 12 The laws of the State of California shall govem 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. 34. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: City Attorney for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Tod W. Ridgeway, Mayor for the City of Newport Beach URS Corporation: By: Steve Pearson Senior Vice President Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates f :lusers\pbwlsharedlagreementsNfy 03- 041urs -bor floating ower.doc 13 0 • 0 0 ! ! January 30, 2004 Mr. Michael J. Sinacori, P.E. Project Manager Public Works Department City of Newport Beach 3300 Newport Boulevard P.O. Box 1768 Newport Beach, California 92658 SUBJECT: PROPOSAL TO PROVIDE FIELD OBSERVATION AND TESTING SERVICES BIG CANYON RESERVOIR FLOATING COVER AND DISINFECTION FACILITIES PROJECT NEWPORT BEACH, CALIFORNIA Dear Mr. Sinacori: URS Corporation (URS) is pleased to have this opportunity to propose construction observation and materials testing services as part of the City of Newport Beach's quality assurance program . for the subject project. Specifically, we propose to provide the following services on an as- needed basis: • Engineering services to assist the City with the review of the contractor's submittals • Field technician(s) to observe subdrain construction observations and perform QA tests on soils and asphalt The following paragraphs describe our proposed scope of services in more detail. ENGINEERING SERVICES Over the past 4 years, URS' engineers have provided various services to the City relative to Big Canyon Dam and Reservoir. Most recently, we designed a subdrain to control the groundwater table under the existing porous asphalt lining while the cover construction work is proceeding in the reservoir. The subdrain will be tied into the existing "East Underdrain" system at the reservoir, and provide additional capacity to reduce pore water pressures under the lining during future lowerings of the reservoir. We propose to continue to make our principal engineer for the Big Canyon project, Ms. Jean Hill, available to the City for as- needed construction -phase assistance in reviewing required contractor submittals for the new subdrain, including, but not limited to, product data and material certifications for conformance with the technical specifications, and the contractor's trench excavation plan, possibly including an Excavation Safety Plan (possibly including shoring design) for consistency with accepted safe practices. EXHIBIT A URS Corporation 2020 East First Street, Sune 400 Santa Ana, CA 92705 Tel: 714.835.6886 Fax: 714.667.7147 EXHIBIT A 0 n U Mr. Michael J. Sinacori, P.8 City of Newport Beach January 30, 2004 Page 2 of 3 Ms. Hill will also be responsible for scheduling technicians for construction -phase field assignments as described in the following paragraphs, and preparation of a report at the end of construction presenting our field observations and test results. Ms. Hill, a California - registered civil engineer, will stamp and sign the construction report. FIELD OBSERVATION AND TESTING SERVICES Our proposed field observation and testing services includes the subdrain work designed by URS as well as new pavement and base designed by others. Specifically, our field technician(s) will provide the following services: • Observation and documentation of the contractor's methods of trench excavation and groundwater control including assistance to the City's survey crew in obtaining the as- built line and grade of the trench invert, and verification of the minimum trench width. • . Testing of the proposed pipe bedding and backfill and the trench backfill materials prior to use in construction for conformance with the technical specifications. Observation, testing and documentation of subdrain pipe- laying and backfill operations for conformance with the technical specifications, particularly compaction requirements. At least one field test will be made per material type per construction shift. We will utilize the nuclear test gage for determining relative compaction, with daily quality control checks using a sand cone apparatus. Assistance to the City's survey crew in obtaining the as -built line and grade of the subdrain pipe. Observation, testing and documentation of the contractor's pavement construction for conformance with the project specifications, including, but not limited to, testing of the aggregate base gradation, measuring the asphalt temperature at placement, documenting the base and pavement section thicknesses, and testing the in -place density of the asphalt Asphalt density testing will be performed using the nuclear test gage. TERMS URS proposes to perform the above- described construction -phase services on the time -and- materials basis under the City's standard professional services agreement. Although we have not reviewed the terms of a specific agreement, we note that we have not taken significant exception to the City's terms in the past. Without knowledge of the contractor's schedule, it is difficult to estimate the office and field effort that will be required to complete the scope of work proposed herein. The following table presents our unit rates and recommended initial budget allowance. Our rate for the field technician is based on prevailing wage rates for "Field Soils and Material Tester" per the California Labor Code. We have assumed 8 -hour days for the field technician. u 0 11 URS ' Mr. Michad J. Sinacori, P.E. City of Newport Beach January 30, 2004 Pave 3 of 3 Personnel Category Unit Rate Estimated Recommended Comments - Quantity Initial Budget . PM /Principal (J. Hill) $160/hr 40 hrs. $5,400 Sr. Project/ Project $1151hr 12 hrs. $1,380 Significant effort not Professional anticipated; however, occasional effort may Sr. Staff! Staff $701hr 4 hrs. $280 Professional be required to assist PM's review work Word Processor/ $55/hr 4 hrs. $220 Project Asst. Field Technician $900 /day 18 days $16,200 Rate includes time, vehicle, and all field and laboratory testing effort. Hourly rate: $125/hr, 2 hrs min. TOTAL $24,480 1 71 URS looks forward to continuing work with the City on the Big Canyon Reservoir project. If you have any questions or comments regarding this proposal, please do not hesitate to call Ms. Jean Hill at 714- 648 -2756. Very truly yours, URS CORPORATION Jean Suter Hill Principal Engineer 11 EXHIBIT B Vy of Newport Beade NO. BA- 031 BUDGET AMENDMENT 2003 -04 EFFECT ON BUDGETARY FUND BALANCE: Pq Increase Revenue Estimates Increase Expenditure Appropriations AND Transfer Budget Appropriations SOURCE: from existing budget appropriations X from additional estimated revenues X from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: AMOUNT: $1,979,887.00 0 Increase in Budgetary Fund Balance X Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance To increase revenue estimates and expenditure appropriations related to the B!9 Canyon Reservoir Floating Cover and Disinfection System. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Amount Fund Account Description Debit Credit 500 3785 Water Fund Infrastructure Reserve $1,962,587.00 REVENUE ESTIMATES (3601) Fund /Division Account Description 500 4841 Water Fund - EPA Grant $17,300.00 EXPENDITURE APPROPRIATIONS (3603) Description Division Number 7503 Water Fund - Pumping & Operating Account Number C5500690 Big Canyon Reservoir Cover $1,979,887.00 Division Number Account Number Division Number Account Number Division Number Account Number • Automatic System Entry. Signed: Fina c'aval: Administrative Services Director Date Signed: Administrative proval: City Manager bate Signed: City Council Approval: City Clerk Date