HomeMy WebLinkAboutC-3492 - Public Works Inspection Services0 a C Aq
PROFESSIONAL SERVICES AGREEMENT
FOR
CONSTRUCTION SUPPORT SERVICES
Sitlai;D�WaAT
THIS AGREEMENT, entered into this s day of _ nje/YI er- , 2001, by and
between the City of Newport Beach, a Municipal Corporation (hereinafter referred to as
"City "), and Pro Source, Inc., whose address is 1221 E. Dyer Road, Suite 200, Santa Ana,
CA 92705, (hereinafter referred to as "Consultant'), is made with reference to the following:
RECITALS
A. City is a Municipal Corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City desires to engage Consultant to perform construction inspection services
upon the terms and conditions contained in this Agreement.
C. The principal member of Consultant for purpose of this Agreement is Scott
Ryan.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
contract with Consultant under the terms and conditions provided 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 thea4 day of 7 d21,f4 /Z14V-
2001, and shall terminate on the 28th day of February 2002, unless terminated earlier as set
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forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall provide Construction Inspection services. (Consultant Fact Sheet
attached as Exhibit "A ".) Upon verbal request from Services Administrator, Consultant shall
provide letter proposals for services requested by the City. The letter proposal shall include
the estimated cost and time to complete the services, including the estimated number of
hours and position for each person assigned to perform the services contained in the letter
proposal. No Services shall be provided until the City has provided written acceptance of the
letter proposal. Consultant shall diligently perform the duties in the approved letter proposals,
in accordance with the terms and conditions of this Agreement.
3. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services in accordance with the provisions of this
Section and the scheduled billing rates set forth in Appendix "B" to Exhibit "A" attached hereto
and incorporated herein by reference. No rate changes shall be made during the term of this
Agreement without prior written approval of City. Consultant's compensation for all services
performed in accordance with this Agreement shall not exceed the total contract price of
Twenty Nine Thousand Three Hundred Seventy Six Dollars ($29,376).
3.1 Consultant shall maintain accounting records of its billings which includes the
name of the employee, type of work performed, times and dates of all work which is billed on
an hourly basis, what task the work is for and all approved incidental expenses including
reproductions, computer printing, postage and mileage.
3.2 Consultant shall submit monthly progress invoices to City payable by City within
thirty (30) days of receipt of invoice.
3.3 Consultant shall not receive any compensation for extra work without prior
written authorization of City. Any authorized compensation shall be paid in accordance with
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the schedule of the billing rates as set forth in Exhibit "B ".
3.4 City shall reimburse Consultant only for those costs or expenses, which have
been specifically approved in advance by City. Such cost shall be limited and shall include
nothing more than the following costs incurred by Consultant:
A. The actual costs of subconsultants for performance of any of the services which
Consultant agrees to render pursuant to this Agreement which have been
approved in advance by City and in accordance with the terms and conditions of
this Agreement.
B. Approved computer data processing and 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. STANDARD OF CARE
4.1 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 the 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. Consultant represents to City that it has
or shall obtain all licenses, permits, qualifications and approvals required of its profession.
Consultant further represents that it shall keep in effect all such licenses, permits and other
approvals during the term of this Agreement.
4.2 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, failure of City to furnish timely information or to promptly
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approve or disapprove Consultant's work, delay or faulty performance by City, contractors, or
governmental agencies, or any other delays beyond Consultant's control.
4.3 The term Construction Inspection does not imply that Consultant is engaged in
any aspect of the physical work of construction contracting. Consultant shall not have control
over or charge of, and shall not be responsible for Project's design, Project's contractor
(hereinafter referred to as "Contractor'), construction means, methods, techniques,
sequences or procedures, or for any health or safety precautions and programs in connection
the work. These duties are and shall remain the sole responsibility of the Contractor.
Consultant shall not be responsible for the Contractor's schedules or failure to carry out the
work in accordance with the contract documents. Consultant shall not have control over or
charge of acts or omissions of City, Design Engineer, Contractor, Subcontractors, or their
Agents or employees, or of any other persons performing portions of the work.
5. INDEPENDENT PARTIES
City retains Consultant on an independent contractor basis and Consultant is not an
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
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 details and means of
performing the work provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement which may appear to give City the right to direct
Consultant as to the details of the performance of the services or to exercise a measure of
control over Consultant shall mean that Consultant shall follow the desires of City only in the
results of the services.
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6. COOPERATION
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Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator, and any other agencies, which may have jurisdiction or interest in the work to
be performed. City agrees to cooperate with Consultant on Project.
7. PROJECT MANAGER
Consultant shall assign Agreement to a Services Manager, who shall coordinate all
aspects of this Agreement. This Services Manager shall be available to City at all reasonable
times during term of Project. Consultant has designated Scott Ryan to be its Services
Manager. Consultant shall not remove or reassign any personnel designated in this Section
or assign any new or replacement person to Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to removal or assignment of
non -key personnel.
Consultant, at the sole discretion of City, shall remove from Project any of its personnel
assigned to the performance of services upon written request of City. Consultant warrants it
will continuously furnish the necessary personnel to complete Project on a timely basis as
contemplated by this Agreement.
8. TIME OF PERFORMANCE
Time is of the essence in the performance of the services under this Agreement and
Consultant shall perform the services in a timely manner. The failure by Consultant to strictly
perform in a timely manner may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays, which are due
to causes beyond Consultant's reasonable control. However, in the case of any such delay in
the services to be provided for Project, each party hereby agrees to provide notice to the
other parry so that all delays can be addressed.
8.1 Consultant shall submit all requests for extensions of time for performance in
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writing to the Project Administrator not later than ten (10) calendar days after the start of the
condition, which purportedly causes a delay, but not later than the date upon which
performance is due. The Project Administrator shall review all such requests and may grant
reasonable time extensions for unforeseeable delays, which are beyond Consultant's control.
8.2 For all time periods not specifically set forth herein, Consultant shall respond in
the most expedient and appropriate manner under the circumstances by telephone, fax, hand
delivery or mail.
9. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project direction
with the Project Administrator in advance of all critical decision points in order to ensure that
Project proceeds in a manner consistent with City goals and policies.
10. CONFORMANCE TO APPLICABLE REQUIREMENT
All work prepared by Consultant shall conform to applicable city, county, state and
federal law, regulations and permit requirements and be subject to approval of the Project
Administrator and City Council.
11. PROGRESS
Consultant is responsible to keep the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of the
work, activities performed and planned, and any meetings that have been scheduled or are
desired.
12. HOLD HARMLESS
Consultant shall indemnify, defend, save and hold harmless City, its City Council,
boards and commissions, officers and employees from and against any and all loss,
damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any
nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property
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damages, or any other claims arising from any and all negligent acts or omissions of
Consultant, its employees, agents or subcontractors in the performance of services or work
conducted or performed pursuant to this Agreement, excepting only the active negligence or
willful misconduct of City, its officers or employees, and shall include attorneys' fees and all
other costs incurred in defending any such claim. 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.
13. INSURANCE
Without limiting consultant's indemnification of City, and prior to commencement of
work, Consultant shall obtain and provide and maintain at its own expense during the term of
this Agreement policy or policies of liability insurance of the type and amounts described
below and satisfactory to City. Certification of all required policies shall be signed by a person
authorized by that insurer to bind coverage on its behalf and must be filed with City prior to
exercising any right or performing any work pursuant to this Agreement. Except workers
compensation and errors and omissions, all insurance policies shall add City, its elected
officials, officers, agents, representatives and employees as additional insured for all liability
arising from Consultant's services as described herein.
Insurance policies with original endorsements indemnifying Project for the following
coverages shall be issued by companies admitted to do business in the State of California
and assigned Best's A- VII or better rating:
A. Worker's compensation insurance, which includes the "Waiver of Subrogration"
clause, covering all employees and principals of Consultant, per the laws of the
State of California.
B. Commercial general liability insurance, including the primary and non-
contributory wording, covering third party liability risks, including without
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limitation, contractual liability, in a minimum amount of $1 million combined
single limit per occurrence for bodily injury, personal injury and property
damage. If commercial general liability insurance or other form with a general
aggregate is used, either the general aggregate shall apply separately to this
Project, or the general aggregate limit shall be twice the occurrence limit.
C. Commercial auto liability and property insurance, including the primary and non-
contributory wording, covering any owned and rented vehicles of Consultant in a
minimum amount of $1 million combined single limit per accident for bodily
injury and property damage.
Said policy or policies shall be endorsed to state that coverage shall not be canceled
by either parry, except after thirty (30) days prior notice has been given in writing to City.
Consultant shall give City prompt and timely notice of claim made or suit instituted arising out
of Consultant's operation hereunder. 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.
Consultant agrees that in the event of loss due to any of the perils for which it has
agreed to provide comprehensive general and automotive liability insurance, which
Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City, on
behalf of any insurer providing workers compensation, comprehensive general, and
automotive liability insurance to either Consultant or City with respect to the services of
Consultant herein, a waiver of any right of subrogation, which any such insurer of said
Consultant may acquire against City by virtue of the payment of any loss under such
insurance.
14. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any
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of the services to be performed under this Agreement, directly or indirectly, by operation of
law or otherwise without prior written consent of City. Any attempt to do so without consent of
City shall be null and void.
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 co- tenant if Consultant is a partnership or joint- venture or
syndicate or co- tenancy, which shall result in changing the control of Consultant, shall be
construed as an assignment of this Agreement. 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.
15. OWNERSHIP OF DOCUMENTS
Each and every report, draft, work product, map, record and other document
reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection
with this Agreement shall be the exclusive property of City.
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 as 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.
Consultant shall, at such time and in such forms as City may require, furnish reports
concerning the status of services required under this Agreement.
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16. CONFIDENTIALITY
The information, which results from the services in this Agreement, is to be kept
confidential unless City authorizes the release of information.
17. ADMINISTRATION
The Public Works Department will administer this Agreement. Robert Gunther shall be
considered the Services Administrator and shall have the authority to act for City under this
Agreement. The Services Administrator or his /her authorized representative shall represent
City in all matters pertaining to the services to be rendered pursuant to this Agreement.
18. 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. All such records shall be clearly
identifiable. Consultant shall allow a representative of City during normal business hours to
examine, audit and make transcripts or copies of such records. 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 under this Agreement.
19. WITHHOLDINGS
City may withhold payment 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 for a period
of thirty (30) days from the date of withholding as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his designee with respect to
such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of seven percent (7 %) per annum from the date of withholding of any amounts found
to have been improperly withheld.
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20. 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 would have resulted if
there were not errors or omissions in the work accomplished by Consultant, the additional
design, construction and /or a 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.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with Agreement.
22. CONFLICTS OF INTEREST
A. 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 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.
B. 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 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.
23. SUBCONSULTANT AND ASSIGNMENT
Except as specifically authorized under this Agreement, the services included in this
Agreement shall not be assigned, transferred, contracted or subcontracted without prior
written approval of City.
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24. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall be
given in writing and conclusively shall be deemed served when delivered personally or on the
third business day after the deposit thereof in the United States mail, postage prepaid, first
class mail, addressed as hereinafter provided.
All notices, demands, requests or approvals from Consultant to City shall be addressed
to City at:
Robert Gunther, P.E.
City of Newport Beach
3300 Newport Boulevard
P. O. Box 1768
Newport Beach, CA, 92658 -8915
(949) 644 -3311
Fax (949) 644 -3318
All notices, demands, requests or approvals from City to Consultant shall be addressed
to Consultant at:
Attention: Scott Ryan
Pro Source, Inc.
1221 E. Dyer Road
Suite 200
Santa Ana, CA 92705
714 - 755 -4100
Fax: 714 - 755 -4104
25. TERMINATION
In the event either part hereto fails or refuses to perform any of the provisions hereof at
the time and in the manner required hereunder, 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) days, or
if more than two (2) days are reasonably required to cure the default and the defaulting party
fails to give adequate assurance of due performance within two (2) days after receipt by
defaulting party from the other party of written notice of default, specifying the nature of such
default and the steps necessary to cure such default, the nondefaulting party may terminate
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the Agreement forthwith by giving to the defaulting party written notice thereof.
25.1 City shall have the option, at its sole discretion and without cause, of terminating
this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein.
Upon termination of this Agreement, City shall pay to Consultant that portion of
compensation specified in this Agreement that is earned and unpaid prior to the effective date
of termination.
26. COMPLIANCES
Consultant shall comply with all laws, state or federal and all ordinances, rules and
regulations enacted or issued by 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 hereon. Any modification of this Agreement will be effective
only by written execution signed by both City and Consultant.
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.
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30. PATENT INDEMNITY
Consultant shall indemnify City, its agents, officers, representatives and employees
against 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By: Az
City Attorney
fiusem\pbw\shared\agreemenls \fy 01 -02\prosource.do
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CITY OF NEWPORT BEACH
A Municipal Corpgration
m G. Badum
Works Director
Pro Source, Inc.
By: / —
Ll
PRO SOURCE, INC
BASIC AGREEMENT
City of Newport Beach
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Pro Source-
No Source, Inc.
Suite 200
1221 E. Dyer Road
Sanla Ana, CA 92705
Voice 714 -755 -4100
Fax 714- 755-4104
In accordance with your instructions, we are assigning our employee, Nicholas Godinez to your
Project in the capacity of Public Works Inspector beginning on, Monday, November 5, 2001.
Confirming our verbal quotation, the Billing Rate for these services will be as follows.
Straight time: $ 51.00 per hour
Overtime Rate: $ 76.50 per hour
The following terms will govern this assignment:
Billings will be rendered weekly based upon time slips, which Pro Source, Inc.
will provide to our employee that must be signed by your representative each
week. Temms are payable Net 30 days.
2. This agreement is made with the understanding that City of Newport Beach
will not be allowed to employ Nicholas Godinez a permanent basis without
the pennission of Pro Source, Inc. at any time during or at the end of the
contract for at least a (;-month period.
3. You acknowledge and confuln that our employee is working at your facility
solely under your direction and supervision.
We request that you sign and return a copy of this confirmation to Pro Source, Inc. Thank you
for the opportunity to service your company.
Pro Source Representative:
Resource Specialist
Pro Source, Inc
1221 E. Dyer Road, Suite 200
Santa Ana, CA 92705
Company. City of Newport Beach
Authorized Signature and Tide
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
PROFESSIONAL SERVICES AGREEMENT
WITH QUANTUM CONSULTING TO PROVIDE
CONSTRUCTION INSPECTION SERVICES FOR THE
OCEAN PIER REHABILITATION PROJECT C -3312
THIS AGREEMENT, entered into this -=�— day of, 2001, by
and between CITY OF NEWPORT BEACH, a Municipal Corporation (hereinafter referred to
as "City "), and QUANTUM CONSULTING, whose address is 15424 South Hawthorne
Boulevard, Suite 200, Lawndale, California, 90260 (hereinafter referred to as "Consultant'),
is made with reference to the following:
RECITALS
A. City is a Municipal Corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is
now being conducted under the statutes of the State of California and the
Charter of City.
B. City desires to rehabilitate Balboa and Newport Piers and to improve utility and
communication services to those piers ('Project').
C. City desires to engage Consultant to inspect the construction of Project in
accordance with the terms and conditions contained in this Agreement.
D. The principal member of Consultant for purpose of Project is Frank Bigdeli,
PE.
E. City has reviewed the previous experience and evaluated the expertise of
Consultant, has solicited and received a proposal from Consultant, and
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Consultant, has solicited and received a proposal from Consultant, and
desires to contract with Consultant under the conditions of 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 19"' day of November 2001, and
shall terminate on the 31st day of December 2002, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall perform all services set forth in Consultant's Proposal of October 30,
2001, attached hereto as Exhibit "A" and incorporated herein by reference.
3. COMPENSATION TO CONSULTANT
City shall pay Consultant for services in accordance with the provisions of this Section
and Consultant's Proposal, Exhibit "A" attached hereto and incorporated herein. No rate
changes shall be made during the term of this Agreement without prior written approval of
City. Consultant's compensation for all work performed in accordance with this Agreement
shall not exceed the total contract price of Seventy Five Thousand Dollars ($75,000).
3.1 Consultant shall maintain accounting records of its billings which
includes the name of the employee, type of work performed, times and dates of all work
which is billed solely on an hourly basis, to include incidental expenses such as
reproductions, computer printing, postage, mileage, etc.
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3.2 Consultant shall submit monthly invoices to City payable by City within
thirty (30) days of receipt of invoice, subject to the approval of City.
3.3 Consultant shall not receive compensation for extra work without prior
written authorization of City. Authorized compensation shall be paid in accordance with the
billing rates as set forth in Exhibit "A ".
4. STANDARD OF CARE
4.1 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 the 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. Consultant represents
and warrants to City that it has or shall obtain all licenses, permits, qualifications and
approvals required of its profession. Consultant further represents and warrants that it shall
keep in effect all such licenses, permits and other approvals during the term of this
Agreement.
4.2 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,
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contractors, or governmental agencies, or any other delays beyond Consultant's control or
without Consultant's fault.
5. INDEPENDENT PARTIES
City retains Consultant on an independent contractor basis and Consultant is not an
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 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 details in
means of performing the work provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement which may appear to give City the right to direct
Consultant as to the details of the performance of the services or to exercise a measure of
control over Consultant shall mean that Consultant shall follow the desires of City only in the
results of the services.
6. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator, and any other agencies, which may have jurisdiction or interest in the work to
be performed. City agrees to cooperate with Consultant on Project.
7. PROJECT INSPECTOR
Consultant shall assign Project to a Project Inspector, who shall coordinate all phases
of Project. This Project inspector shall be available to City at all times during term of Project.
Consultant has designated Arthur Warren, Jr., to be its Project Inspector. Consultant shall
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not bill any personnel to Project other than Arthur Warren, Jr., whether or not considered to
be key personnel, without City's prior written approval by name and specific hourly billing
rate. Consultant shall not remove or reassign any personnel designated in this Section or
assign any new or replacement person to Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to removal or assignment of
non -key personnel.
Consultant, at the sole discretion of City, shall remove from Project any of its
personnel assigned to the performance of services upon written request of City. Consultant
warrants it will continuously furnish the necessary personnel to complete Project on a timely
basis as contemplated by this Agreement.
8. TIME OF PERFORMANCE
Time is of the essence in the performance of the services under this Agreement and
the services shall be performed by Consultant in accordance with the Project's construction
schedule. The failure by Consultant to strictly adhere to said schedule may result in
termination of this Agreement by City, and the assessment of damages against Consultant.
Notwithstanding the foregoing, Consultant shall not be responsible for non - performance,
which is due to causes beyond Consultant's reasonable control.
9. CITY POLICY
Consultant will discuss and review all matters relating to policy and project direction
with the Project Administrator in advance of all critical decision points in order to ensure that
the Project proceeds in a manner consistent with City goals and policies.
10. CONFORMANCE TO APPLICABLE REQUIREMENT
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All work performed by Consultant shall conform to applicable city, county, state and
federal law, regulations and permit requirements and be subject to approval of the Project
Administrator and City Council.
11. PROGRESS
Consultant is responsible to keep the Project Administrator and /or his duly authorized
designee informed on a regular basis regarding the status and progress of the work,
activities performed and planned, and any meetings that have been scheduled or are
desired.
12. HOLD HARMLESS
Consultant shall indemnify, defend, save and hold harmless City, its City Council,
boards and commissions, officers and employees from and against any and all loss,
damages, liability, claims, allegations of liability, suits, costs and expenses for damages of
any nature whatsoever, including, but not limited to, bodily injury, death, personal injury,
property damages, or any other claims arising from any and all negligent acts or omissions
of Consultant, its employees, agents or subcontractors in the performance of services or
work conducted or performed pursuant to this Agreement, excepting only the active
negligence or willful misconduct of City, its officers or employees, and shall include
attorneys' fees and all other costs incurred in defending any such claim. 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.
13. INSURANCE
Without limiting consultant's indemnification of City, and prior to commencement of
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work, Consultant shall obtain and provide and maintain at its own expense during the term of
this Agreement policy or policies of liability insurance of the type and amounts described
below and satisfactory to City. Certification of all required policies shall be signed by a
person authorized by that insurer to bind coverage on its behalf and must be filed with City
prior to exercising any right or performing any work pursuant to this Agreement. Except
workers compensation and errors and omissions, all insurance policies shall add City, its
elected officials, officers, agents, representatives and employees as additional insured for all
liability arising from Consultant's services as described herein.
All insurance policies shall be issued by an insurance company certified to do
business in the State of California, with original endorsements, with Best's A -VII or better
carriers, unless otherwise approved by City.
A. Worker's compensation insurance covering all employees and principals of
Consultant, per the laws of the State of California.
B. Commercial general liability insurance covering third party liability risks,
including without limitation, contractual liability, in a minimum amount of $1
million combined single limit per occurrence for bodily injury, personal injury
and property damage. If commercial general liability insurance or other form
with a general aggregate is used, either the general aggregate shall apply
separately to this Project, or the general aggregate limit shall be twice the
occurrence limit.
C. Commercial auto liability and property insurance covering any owned and
rented vehicles of Consultant in a minimum amount of $1 million combined
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single limit per accident for bodily injury and property damage.
D. 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).
Said policy or policies shall be endorsed to state that coverage shall not be canceled
by either party, except after thirty (30) days' prior notice has been given in writing to City.
Consultant shall give City prompt and timely notice of claim made or suit instituted arising
out of Consultant's operation hereunder. 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.
Consultant agrees that in the event of loss due to any of the perils for which it has
agreed to provide comprehensive general and automotive liability insurance, that Consultant
shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of
any insurer providing comprehensive general and automotive liability insurance to either
Consultant or City with respect to the services of Consultant herein, a waiver of any right of
subrogation, which any such insurer of said Consultant may acquire against City by virtue of
the payment of any loss under such insurance.
14. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any
of the services to be performed under this Agreement, directly or indirectly, by operation of
law or otherwise without prior written consent of City. Any attempt to do so without consent
of City shall be null and void.
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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 co- tenant if Consultant is a partnership or joint- venture or
syndicate or co- tenancy, which shall result in changing the control of Consultant, shall be
construed as an assignment of this Agreement. 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.
15. OWNERSHIP OF DOCUMENTS
Each and every report, draft, work product, map, record and other document
reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection
with this Agreement shall be the exclusive property of City.
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 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 as 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.
Consultant shall, at such time and in such forms as City may require, furnish reports
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concerning the status of services required under this Agreement.
16. CONFIDENTIALITY
The information, which results from the services in this Agreement, is to be kept
confidential unless the release of information is authorized by City.
17. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Lloyd Dalton,
PE, shall be the Project Administrator and shall have the authority to act for City under this
Agreement. The Project Administrator or his authorized representative shall represent City
in all matters pertaining to the services to be rendered pursuant to this Agreement.
18. 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. All such records shall be clearly
identifiable. Consultant shall allow a representative of City during normal business hours to
examine, audit and make transcripts or copies of such records. 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 under this Agreement.
19. WITHHOLDINGS
City may withhold payment 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 for a
period of thirty (30) days from the date of withholding as a result of such withholding.
still
Consultant shall have an immediate right to appeal to the City Manager or his designee with
respect to such disputed sums. Consultant shall be entitled to receive interest on any
withheld sums at the rate of seven percent (7 %) per annum from the date of withholding of
any amounts found to have been improperly withheld.
20. 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 would have resulted
if there were not errors or omissions in the work accomplished by Consultant, the additional
design, construction and /or a 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.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with Project.
22. CONFLICTS OF INTEREST
A. 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 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.
B. 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
termination of this Agreement by City. Consultant shall indemnify and
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hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
23. SUBCONSULTANT AND ASSIGNMENT
Except as specifically authorized under this Agreement, the services included in this
Agreement shall not be assigned, transferred, contracted or subcontracted without prior
written approval of City.
24. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall
be given in writing and conclusively shall be deemed served when delivered personally or on
the third business day after the deposit thereof in the United States mail, postage prepaid,
first class mail, addressed as hereinafter provided.
All notices, demands, requests or approvals from Consultant to City shall be
addressed to City at:
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
(949) 644 -3328 Fax (949) 644 -3308
Attn: Lloyd Dalton, PE.
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Quantum Consulting
15424 So. Hawthorne Blvd., Suite 200
Lawndale, CA 90260
(310) 970 -0001 Fax (310) 970 -1061
Attn: Frank Bigdeli, PE, President
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25. TERMINATION
In the event either part hereto fails or refuses to perform any of the provisions hereof
at the time and in the manner required hereunder, 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)
days, or if more than two (2) days are reasonably required to cure the default and the
defaulting party fails to give adequate assurance of due performance within two (2) days
after receipt by defaulting party from the other party of written notice of default, specifying
the nature of such default and the steps necessary to cure such default, the nondefaulting
party may terminate the Agreement forthwith by giving to the defaulting party written notice
thereof.
25.1 City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to Consultant as
provided herein. Upon termination of this Agreement, City shall pay to Consultant that
portion of compensation specified in this Agreement that is earned and unpaid prior to the
effective date of termination.
26. COMPLIANCES
Consultant shall comply with all laws, state or federal and all ordinances, rules and
regulations enacted or issued by 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
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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 hereon. Any modification of this
Agreement will be effective only by written execution signed by both City and Consultant.
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.
30. PATENT INDEMNITY
Consultant shall indemnify City, its agents, officers, representatives and employees
against 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By:
Robin Clauson
Assistant City Attorney
ATTEST:
in
LaVonne Harkless
City Clerk
f: \users\pbw�shared\agreements \fy 01- 02 \quantum.do
CITY OF NEWPORT BEACH
A Municipal Corporation
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By:
Garold B. Adams
Mayor
CONSULTING
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By:
Robin Clauson
Assistant City Attorney
LaVonne Harkless
City Clerk
f' \users \pb \shared\agreements \fy 01- 02 \quantum.doc
CITY OF NEWPORT BEACH
A Municipal Corporation
By:4*"'Cft— �+ ►
Garold B. Adams
Mayor
QUANTUM CONSULTING
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Frank Bigdeli, P.E.
President
�=-x\-k � -e'(T 0 A 0
QUANTUM CONSULTING
Engineering Management Sen•ices
October 30, 2001
Mr. Bill Patapoff, P.E.
City Engineer
Public Works Department
City of Newport Beach
3300 Newport Blvd.
P.O. Box 1768
Newport Beach, CA 92658 -8915
RE: Proposal For Construction Inspection Services
Fee Schedule And Scope Of Services
Dear Mr. Pataoff.
RFC -D
Via Fa.i & U.S. Mail
Thank you far the opportunity to be of service to the City of Newport Beach.
As per out- discussion, we are pleased to provide you with the fee schedule and the scope
of work related to our services for the referenced project.
Our hourly rate for Mr. Art Warren for a period beginning with your notice to proceed
and ending within six months from this date is as follows:
Regular rate: $64.00 per hour
Overtime rate: $82.00 per our
In addition, our work will be in accordance with the following scope of services:
1. Review and hecome knowledgeable of all contract documents.
2. Attend construction meetings. Review and maintain construction schedule wish
contractor and Engineer.
3. Review and ensure that the contractor's safet: program is in place and
maintained at all times in compliance with OSHA standards.
4. Provide construction inspection in accordance with construction documents to
ensue that the work is performed with the construction document'.
5. Provide daily logs indicating such things as weather conditions, contractor's
activities, and any, deviation to the contract.
6. Prepare constructions status reports.
7. Meet with contractor, City Staff, and others to answer questions and resolve
conflicts.
15424 So. Hawthorne Blvd., Suite 200. Lawndalc, CA 90200
(310) 970 -0001 -PAX (310) 970 -1061 Email: Quancon(Waol.com
i
Mr. Bill Patapoff, P.E.
Inspection Proposal
October 30, 2001
Page 2
C
8. Verify pay quantities developed by contractor.
9. Process and track Requests For Information (RIF), submittals, shop drawings,
and plan revisions.
10. Prepare field change orders .for review by Engineer, and implement approved
change order.
11. Maintain construction files.
12. Review preliminary 30 -day notice log by the subcontractors.
13. Develop punch list commencing at 80% completion to prevent long punch period
by allowing the contractor to address deficient items concurrently with the
project.
14. Pen form quality assurance reviews on a regular basis and recommend changes.
15. Prepare notice of substantial completion and beneficial occupancy notices.
16. Review as -built drawings for accuracy.
17. Conduct final job walk(s) and prepare "punch list".
18. Provide construction inspection for other work as directed by Engineer.
Should you need any additional information or have any questions do not hesitate to
contact me at, (310) 970 -0001.
Thank you for you time and attention.
Sincerelyll
(� e
tFrank Bigdeii P.L
President
FB. jb
Quantum Consulting
�33N3)
C -2)-M a
November 13, 2001
-- -.. Cl IY- CQU NCIL.AG E N DA
TO: Mayor and Members of the City Council qtr !
FROM: Public Works Department
APPRO4'1D
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR
PUBLIC WORKS INSPECTION SERVICES bR -Oa2-
RECOMMENDATIONS:
1. Approve a Professional Services Agreement for Inspection Services with Quantum
Consulting for $75,000. Authorize the Mayor and the City Clerk to execute the
Agreement.
2. Authorize a Budget Amendment appropriating $150,000 to 5100 -8080 (Services —
Professional & Technical) from General Fund unappropriated surplus fund balance.
DISCUSSION:
Currently the inspection demands on the City's three full -time inspectors far exceeds their
capacity. There are approximately 16 projects in various stages of construction at this
time and an additional 5 projects scheduled to be awarded before January 1, 2002. From
January 1, 2002 through July 1, 2002 Staff anticipates the award of an additional 20
construction projects. Our inspection staff needs to be increased by two contract
inspectors as soon as possible to be able to provide necessary inspections for current
and future construction projects as well as Encroachment Permit inspections.
The first inspector is needed to provide inspection of the Newport and Balboa Piers
Rehabilitation Project. The Quantum Consulting proposal in the amount of $75,000 offers
the services of an inspector with over 35 years of Public Works experience and ocean -
related project experience with the City of Los Angeles Ports and Harbors Department.
The second inspector is needed to inspect various CIP construction projects scheduled to
begin shortly. Staff is communicating with several other firms to find this inspector. It is
anticipated an additional $75,000 will be needed for these services and another
Agreement will be brought to Council for consideration at a future meeting.
SCOPE OF SERVICES:
Acting under the direction of the Public Works Construction Engineer, the contract
inspectors will be assigned to the Pier Rehabilitation and various other construction
projects with the following general scope of work:
SUBJECT: Approval of Professionaloices Agreement for Public Works Inspection Servie
Date: November 13, 2001
Page 2
1. Inspect construction work for assigned projects on a daily basis. Insure work done
is per contract specifications and plan drawings.
2. Coordinate the Contractor's work with residents, businesses, other City
Departments, and utility companies on a regular basis.
3. Prepare item quantity estimates with Contractor's Superintendent to submit to
Construction Engineer for monthly progress payments.
4. Inform Construction Engineer of potential project changes. Obtain Contractor cost
estimates for suggested changes and for approval by Construction Engineer.
5. Perform final inspections and prepare punch lists.
6. Perform miscellaneous tasks as may be requested by City Staff.
Staff is requesting Council to authorize a total of $150,000 to the Public
Works /Engineering Operations budget to facilitate the payment of these services
throughout the fiscal year. Although this expenditure is initially being authorized in the
General Fund as an operating expenditure, at year -end, these expenditures will be
allocated back to the specific CIP's the inspection services were utilized for. The
General Fund will be reimbursed if the inspection services were utilized for CIP's
funded by sources other than the General Fund.
Respectfully sub itted,
�, j
PUBLIC WORKS DEPARTMENT
Stephen G. Badum, Director
By: �G �w:rr/2Eti
R. Gunther, P.E.
Construction Engineer
Attachment: Agreement
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PROFESSIONAL SERVICES AGREEMENT
WITH QUANTUM CONSULTING TO PROVIDE
CONSTRUCTION INSPECTION SERVICES FOR THE
OCEAN PIER REHABILITATION PROJECT C -3312
THIS AGREEMENT, entered into this day of , 2001, by
and between CITY OF NEWPORT BEACH, a Municipal Corporation (hereinafter referred to
as "City "), and QUANTUM CONSULTING, whose address is 15424 South Hawthorne
Boulevard, Suite 200, Lawndale, California, 90260 (hereinafter referred to as "Consultant"),
is made with reference to the following:
RECITALS
A. City is a Municipal Corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is
now being conducted under the statutes of the State of California and the
Charter of City.
B. City desires to rehabilitate Balboa and Newport Piers and to improve utility and
communication services to those piers ( "Project').
C. City desires to engage Consultant to inspect the construction of Project in
accordance with the terms and conditions contained in this Agreement.
D. The principal member of Consultant for purpose of Project is Frank Bigdeli,
PE.
E. City has reviewed the previous experience and evaluated the expertise of
Consultant, has solicited and received a proposal from Consultant, and
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Consultant, has solicited and received a proposal from Consultant, and
desires to contract with Consultant under the conditions of 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 19th day of November 2001, and
shall terminate on the 31s` day of December 2002, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall perform all services set forth in Consultant's Proposal of October 30,
2001, attached hereto as Exhibit "A" and incorporated herein by reference.
3. COMPENSATION TO CONSULTANT
City shall pay Consultant for services in accordance with the provisions of this Section
and Consultant's Proposal, Exhibit "A" attached hereto and incorporated herein. No rate
changes shall be made during the term of this Agreement without prior written approval of
City. Consultant's compensation for all work performed in accordance with this Agreement
shall not exceed the total contract price of Seventy Five Thousand Dollars ($75,000).
3.1 Consultant shall maintain accounting records of its billings which
includes the name of the employee, type of work performed, times and dates of all work
which is billed solely on an hourly basis, to include incidental expenses such as
reproductions, computer printing, postage, mileage, etc.
512
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3.2 Consultant shall submit monthly invoices to City payable by City within
thirty (30) days of receipt of invoice, subject to the approval of City.
3.3 Consultant shall not receive compensation for extra work without prior
written authorization of City. Authorized compensation shall be paid in accordance with the
billing rates as set forth in Exhibit "A ".
4. STANDARD OF CARE
4.1 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 the 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. Consultant represents
and warrants to City that it has or shall obtain all licenses, permits, qualifications and
approvals required of its profession. Consultant further represents and warrants that it shall
keep in effect all such licenses, permits and other approvals during the term of this
Agreement.
4.2 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,
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contractors, or governmental agencies, or any other delays beyond Consultant's control or
without Consultant's fault.
5. INDEPENDENT PARTIES
City retains Consultant on an independent contractor basis and Consultant is not an
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 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 details in
means of performing the work provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement which may appear to give City the right to direct
Consultant as to the details of the performance of the services or to exercise a measure of
control over Consultant shall mean that Consultant shall follow the desires of City only in the
results of the services.
6. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator, and any other agencies, which may have jurisdiction or interest in the work to
be performed. City agrees to cooperate with Consultant on Project.
7. PROJECT INSPECTOR
Consultant shall assign Project to a Project Inspector, who shall coordinate all phases
of Project. This Project inspector shall be available to City at all times during term of Project.
Consultant has designated Arthur Warren, Jr., to be its Project Inspector. Consultant shall
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not bill any personnel to Project other than Arthur Warren, Jr., whether or not considered to
be key personnel, without City's prior written approval by name and specific hourly billing
rate. Consultant shall not remove or reassign any personnel designated in this Section or
assign any new or replacement person to Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to removal or assignment of
non -key personnel.
Consultant, at the sole discretion of City, shall remove from Project any of its
personnel assigned to the performance of services upon written request of City. Consultant
warrants it will continuously furnish the necessary personnel to complete Project on a timely
basis as contemplated by this Agreement.
8. TIME OF PERFORMANCE
Time is of the essence in the performance of the services under this Agreement and
the services shall be performed by Consultant in accordance with the Project's construction
schedule. The failure by Consultant to strictly adhere to said schedule may result in
termination of this Agreement by City, and the assessment of damages against Consultant.
Notwithstanding the foregoing, Consultant shall not be responsible for non - performance,
which is due to causes beyond Consultant's reasonable control.
9. CITY POLICY
Consultant will discuss and review all matters relating to policy and project direction
with the Project Administrator in advance of all critical decision points in order to ensure that
the Project proceeds in a manner consistent with City goals and policies.
10. CONFORMANCE TO APPLICABLE REQUIREMENT
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All work performed by Consultant shall conform to applicable city, county, state and
federal law, regulations and permit requirements and be subject to approval of the Project
Administrator and City Council.
11. PROGRESS
Consultant is responsible to keep the Project Administrator and /or his duly authorized
designee informed on a regular basis regarding the status and progress of the work,
activities performed and planned, and any meetings that have been scheduled or are
desired.
12. HOLD HARMLESS
Consultant shall indemnify, defend, save and hold harmless City, its City Council,
boards and commissions, officers and employees from and against any and all loss,
damages, liability, claims, allegations of liability, suits, costs and expenses for damages of
any nature whatsoever, including, but not limited to, bodily injury, death, personal injury,
property damages, or any other claims arising from any and all negligent acts or omissions
of Consultant, its employees, agents or subcontractors in the performance of services or
work conducted or performed pursuant to this Agreement, excepting only the active
negligence or willful misconduct of City, its officers or employees, and shall include
attorneys' fees and all other costs incurred in defending any such claim. 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.
13. INSURANCE
Without limiting consultant's indemnification of City, and prior to commencement of
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work, Consultant shall obtain and provide and maintain at its own expense during the term of
this Agreement policy or policies of liability insurance of the type and amounts described
below and satisfactory to City. Certification of all required policies shall be signed by a
person authorized by that insurer to bind coverage on its behalf and must be filed with City
prior to exercising any right or performing any work pursuant to this Agreement. Except
workers compensation and errors and omissions, all insurance policies shall add City, its
elected officials, officers, agents, representatives and employees as additional insured for all
liability arising from Consultant's services as described herein.
All insurance policies shall be issued by an insurance company certified to do
business in the State of California, with original endorsements, with Best's A -VII or better
carriers, unless otherwise approved by City.
A. Worker's compensation insurance covering all employees and principals of
Consultant, per the laws of the State of California.
B. Commercial general liability insurance covering third party liability risks,
including without limitation, contractual liability, in a minimum amount of $1
million combined single limit per occurrence for bodily injury, personal injury
and property damage. If commercial general liability insurance or other form
with a general aggregate is used, either the general aggregate shall apply
separately to this Project, or the general aggregate limit shall be twice the
occurrence limit.
C. Commercial auto liability and property insurance covering any owned and
rented vehicles of Consultant in a minimum amount of $1 million combined
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single limit per accident for bodily injury and property damage.
D. 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).
Said policy or policies shall be endorsed to state that coverage shall not be canceled
by either party, except after thirty (30) days' prior notice has been given in writing to City.
Consultant shall give City prompt and timely notice of claim made or suit instituted arising
out of Consultant's operation hereunder. 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.
Consultant agrees that in the event of loss due to any of the perils for which it has
agreed to provide comprehensive general and automotive liability insurance, that Consultant
shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of
any insurer providing comprehensive general and automotive liability insurance to either
Consultant or City with respect to the services of Consultant herein, a waiver of any right of
subrogation, which any such insurer of said Consultant may acquire against City by virtue of
the payment of any loss under such insurance.
14. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate or transfer this Agreement or any
of the services to be performed under this Agreement, directly or indirectly, by operation of
law or otherwise without prior written consent of City. Any attempt to do so without consent
of City shall be null and void.
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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 co- tenant if Consultant is a partnership or joint- venture or
syndicate or co- tenancy, which shall result in changing the control of Consultant, shall be
construed as an assignment of this Agreement. 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.
15. OWNERSHIP OF DOCUMENTS
Each and every report, draft, work product, map, record and other document
reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection
with this Agreement shall be the exclusive property of City.
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 as 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.
Consultant shall, at such time and in such forms as City may require, furnish reports
0
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concerning the status of services required under this Agreement.
16. CONFIDENTIALITY
The information, which results from the services in this Agreement, is to be kept
confidential unless the release of information is authorized by City.
17. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Lloyd Dalton,
PE, shall be the Project Administrator and shall have the authority to act for City under this
Agreement. The Project Administrator or his authorized representative shall represent City
in all matters pertaining to the services to be rendered pursuant to this Agreement.
18. 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. All such records shall be clearly
identifiable. Consultant shall allow a representative of City during normal business hours to
examine, audit and make transcripts or copies of such records. 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 under this Agreement.
19. WITHHOLDINGS
City may withhold payment 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 for a
period of thirty (30) days from the date of withholding as a result of such withholding.
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Consultant shall have an immediate right to appeal to the City Manager or his designee with
respect to such disputed sums. Consultant shall be entitled to receive interest on any
withheld sums at the rate of seven percent (7 %) per annum from the date of withholding of
any amounts found to have been improperly withheld.
20. 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 would have resulted
if there were not errors or omissions in the work accomplished by Consultant, the additional
design, construction and /or a 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.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with Project.
22. CONFLICTS OF INTEREST
A. 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 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.
B. 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
termination of this Agreement by City. Consultant shall indemnify and
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hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
23. SUBCONSULTANT AND ASSIGNMENT
Except as specifically authorized under this Agreement, the services included in this
Agreement shall not be assigned, transferred, contracted or subcontracted without prior
written approval of City.
24. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall
be given in writing and conclusively shall be deemed served when delivered personally or on
the third business day after the deposit thereof in the United States mail, postage prepaid,
first class mail, addressed as hereinafter provided.
All notices, demands, requests or approvals from Consultant to City shall be
addressed to City at:
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
(949) 644 -3328 Fax (949) 644 -3308
Attn: Lloyd Dalton, PE.
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Quantum Consulting
15424 So. Hawthorne Blvd., Suite 200
Lawndale, CA 90260
(310) 970 -0001 Fax (310) 970 -1061
Attn: Frank Bigdeli, PE, President
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25. TERMINATION
In the event either part hereto fails or refuses to perform any of the provisions hereof
at the time and in the manner required hereunder, 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)
days, or if more than two (2) days are reasonably required to cure the default and the
defaulting party fails to give adequate assurance of due performance within two (2) days
after receipt by defaulting party from the other party of written notice of default, specifying
the nature of such default and the steps necessary to cure such default, the nondefaulting
party may terminate the Agreement forthwith by giving to the defaulting party written notice
thereof.
25.1 City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to Consultant as
provided herein. Upon termination of this Agreement, City shall pay to Consultant that
portion of compensation specified in this Agreement that is earned and unpaid prior to the
effective date of termination.
26. COMPLIANCES
Consultant shall comply with all laws, state or federal and all ordinances, rules and
regulations enacted or issued by 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
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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 hereon. Any modification of this
Agreement will be effective only by written execution signed by both City and Consultant.
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.
30. PATENT INDEMNITY
Consultant shall indemnify City, its agents, officers, representatives and employees
against 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.
SCE
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By:
Robin Clauson
Assistant City Attorney
ATTEST:
0
LaVonne Harkless
City Clerk
f: \users\pbw\shared\agreements \fy 01- 02 \quantum.doc
CITY OF NEWPORT BEACH
A Municipal Corporation
M
Garold B. Adams
Mayor
QUANTUM CONSULTING
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Frank Bigdeli, P.E.
President
QUANTUM CONSULTING
Engineering Management Services
October 30, 2001
Mr. Bill Patapoff, P.E.
City Engineer
Public Works Department
City of Newport Beach
3300 Newport Blvd.
P.O. Box 1768
Newport Beach, CA 92658 -8915
RE: Proposal For Construction Inspection Services
Fee Schedule And Scope Of Services
Dear Mr. Pataoff.-
RCGF'"`r--D
OCT 3 0 2001
L_
F:J6UC VdCJ;:KS
NEV &ORT BEECH, CI L:r:
Via Fax & U.S. Mail
Thank you for the opportunity to be of service to the City of Newport Beach.
As per our discussion, we are pleased to provide you with the fee schedule and the scope
of work related to our services for the referenced project.
Our hourly rate for Mr. Art Warren for a period beginning with your notice to proceed
and ending within six nhwuhs from this date is as follows:
Regular rate: $64.00 per hour
Overtime rate: $82.00 per out-
In addition, our work will be in accordance with the following scope of services:
1. Review and become knowledgeable of all contract documents.
2. Attend construction meetings. Review and maintain construction schedule with
contractor and Engineer.
3. Review and ensure that the contractor's safety program is in place and
maintained at all times in compliance with OSHA standards.
4. Provide construction inspection in accordance with construction documents to
ensure that the work is performed with the construction documents.
5. Provide daily logs indicating such things as weather conditions, contractor's
activities, and any deviation to the contract.
6. Prepare construction status reports.
7. Meet with contractor, City Staff, and others to answer questions and resolve
conflicts.
15424 So. Hawthorne Blvd., Suite 200, Lawndale, CA 90260
(310) 970- 0001 -FAX (310) 970 -1061 Email: QuanconCaaol.cwm
Mr. Bill Patapoff, P.E.
Inspection Proposal
October 30, 2001
Page 2
8. Verify pay quantities developed by contractor.
9. Process and track Requests For Information (RIF), submittals, shop drawings,
and plan revisions.
10. Prepare field change orders for review by Engineer, and implement approved
change order.
11. Maintain construction files.
12. Review preliminary 30 -day notice log by the subcontractors.
13. Develop punch list commencing at 80% completion to prevent long punch period
by allowing the contractor to address deficient items concurrently with the
project.
14. Perform quality assurance reviews on a regular basis and recommend changes.
15. Prepare notice of substantial completion and beneficial occupancy notices.
16. Review as -built drawings for accuracy.
17. Conduct final job walk(s) and prepare "punch list".
18. Provide construction inspection for other work as directed by Engineer.
Should you need any additional information or have any questions do not hesitate to
contact me at, (310) 970 -0001.
Thank you for you time and attention.
Sincerely j.
r/ y t �t
frank Big c-E .E
President
FB. jb L
Quantum Consulting
#ty of Newport Beacio
BUDGET AMENDMENT
2001 -02
CT ON BUDGETARY FUND BALANCE:
Increase Revenue Estimates
X Increase Expenditure Appropriations
Transfer Budget Appropriations
SOURCE:
from existing budget appropriations
from additional estimated revenues
X from unappropriated fund balance
EXPLANATION:
NO. BA- 022
AMOUNT: $150,000.00
Increase in Budgetary Fund Balance
AND X Decrease in Budgetary Fund Balance
No effect on Budgetary Fund Balance
This budget amendment is requested to provide for the following:
To appropriate $150,000 from unappropriated surplus fund balance to the Public Works, Professional Technical
Services account for contract inspection services.
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account
General Fund 010 3605
•ENUE ESTIMATES (3601)
Fund /Division Account
EXPENDITURE APPROPRIATIONS (3603)
Division Number
Account Number
Division Number
Account Number
Division Number
Account Number
Division Number
Account Number
Division Number
Account Number
Signed:
•
Signed:
Signed:
Description
Budgetary Fund Balance
Description
Description
5100 Public Works - Engineering
8080 Professional Technical Services
Approval: Administrative Services Director
Administrative Approval: City Manager
City Council Approval: City Clerk
Amount
Debit Credit
$150,000.00 '
Automatic
$150,000.00
//- 7 -U/
Date
Date
Date
*ty of Newport Beach* NO. BA- 022
BUDGET AMENDMENT
2001 -02 AMOUNT: $150,000.00
EFFECT ON BUDGETARY FUND BALANCE:
Increase Revenue Estimates Increase in Budgetary Fund Balance
X Increase Expenditure Appropriations AND Decrease in Budgetary Fund Balance
Transfer Budget Appropriations No effect on Budgetary Fund Balance
SOURCE: BY THE C17( CCUNI,:L ..
from existing budget appropriations
from additional estimated revenues
PX
.
from unappropriated fund balance
f
r
EXPLANATION:
" --Ar PRQVED
This budget amendment is requested to provide for the following:
.......................
To appropriate $150,000 from unappropriated surplus fund balance to the Public Works, Professional Technical
Services account for contract inspection services.
Account
Number
Division
Number
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account
General Fund 010 3605
REVENUE ESTIMATES (360 1)
Fund /Division Account
EXPENDITURE APPROPRIATIONS (3603)
Description
Budgetary Fund Balance
Description
Signed:
Services Director
Signed:
Signed: <Jw Ud /Ov- / // . / Z"
City Council Approval: City Clerk
Amount
Debit Credit
$150,000.00
Automatic
$150,000.00
Date
Date
Date
Description
Division
Number
5100 Public Works - Engineering
Account
Number
8080 Professional Technical Services
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Signed:
Services Director
Signed:
Signed: <Jw Ud /Ov- / // . / Z"
City Council Approval: City Clerk
Amount
Debit Credit
$150,000.00
Automatic
$150,000.00
Date
Date
Date