HomeMy WebLinkAboutC-3854(B) - PSA for On-Call Construction Inspection and Construction Management ServicesAMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
WEC CORPORATION
FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
THIS AME MENT NO TO PROFESSIONAL SERVICES AGREEMENT, entered
into this aVffJJay of nG , 2006, by and between the CITY OF
NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City ") and
WEC Corporation, a California corporation, whose address is 27 Strathmore, Ladera
Ranch, California, 92694 ( "Consultant "), and is made with reference to the following:
RECITALS
A. On April 11, 2006, City and Consultant entered into a Professional Services
Agreement (hereinafter referred to as "Agreement ") under which Consultant was
hired to provide construction management and inspection services, hereinafter
referred to as the "Project."
B. City required the services of the Consultant to provide construction management
and inspection work for Fire Station 6 and Police facility renovation project on a
part-time basis. Work includes coordination of submittals, RFI's, logs, and
coordination with Police, Architect, Public Works, and Building Department.
Additional construction management hours are required to complete work on the
Police facility.
C. City desires to enter into this Amendment No. 1 to pay Consultant for performing
these additional services, which were not included in the original Agreement.
D. City and Consultant mutually desire to amend Agreement, hereinafter referred to
as °Amendment No. 1," as provided herein below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consultant shall be compensated for the services performed pursuant to this
AMENDMENT NO. 1 according to "Exhibit A" attached hereto.
2. Total additional compensation to Consultant pursuant to this Amendment No. 1
for all work performed in accordance with this Amendment, including all
reimbursable items and subconsultant fees, shall not exceed Nine Thousand
Dollars ($9,000.00).
3. Except as expressly modified herein, all other provisions, terms, and covenants
set forth in Agreement shall remain unchanged and shall be in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on
the date first above written.
APPROVED AS TO FORM:
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
BY: U
LaVonne Harkless,
City Clerk
Attachment: Exhibit A
CITY OF NEWPORT BEACH,
A Municipal Corporation
Ho er Bludau, City a er
for e City of Newport Beach
WEC Corporation
Title:_„';
Print Name: _A,.
By:
_ aAL
:.roan ial Officer)
Title:
Print Name: L4411
G �
Exhibit A
FEE SCHEDULE
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At this time WEC Corporation is providing current rates for personnel immediately available for
this assignment as follows:
DESCRIPTION
RATE
Contraction Manager /Sr. Construction Inspector
$95.00 / hr
Kelli Tunniclift P.E.
Construction Inspector
$86.00 / hr
Sam Ruffner
Resident Engineer
$ 115.00 / hr
Scott D. Walker, P.E.
All rates include vehicles, cell phones, computers and required safety and inspection equipment
to. fully perform the management and inspection duties required for this assignment,
27 Strathmore, Ladera Ranch, CA 92694 Ph /Fax, (949) 388 -Q630
• • c -_xs (6)
PROFESSIONAL SERVICES AGREEMENT WITH
WEC CORPORATION FOR
ON -CALL CONSTRUCTION INSPECTION & CONSTRUCTION MANAGEMENT
SERVICES
THIS AGREEMENT is made and entered into as of this 0--f4 day of
L4 At , 2006, by and between the CITY OF NEWPORT BEACH, a municipal
corporation ( "City "), and WEC Corporation, a California corporation, whose address is
27 Strathmore, Ladera Ranch, CA 92694 ( "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 has a need for on -call assistance for construction inspection and
construction management services in regards to City construction projects.
C. City desires to engage Consultant to perform on -call construction inspection
and construction management services in various locations and for various
City construction projects ( "Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member[s] of Consultant for purposes of Project shall be Scott D.
Walker, 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 above written date, and shall
terminate on the 30th day of June 2008, unless terminated earlier as set forth
herein.
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2. SERVICES TO BE PERFORMED
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Consultant shall provide "On -Call" Construction Inspection & Construction
Management Services as described in the Statement of Qualifications attached
as Exhibit "A." Upon verbal or written request from the Project Administrator,
Consultant shall provide a letter proposal for services requested by the City
(hereinafter referred to as the "Letter Proposal "). The Letter Proposal shall
include only the following:
(a) A detailed description of the services to be provided;
(b) The position of each person to be assigned to perform the services,
and the name of the individuals to be assigned, if available;
(c) The estimated number of hours and cost to complete the services;
(d) The time needed to finish the project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
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 Project, 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 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.
No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Consultant's compensation for services performed in
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subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Public Works Department. Any Letter Proposal that sets forth
fees in excess of Fifty Thousand Dollars and No Cents ($50,000.00) shall require a
separate Professional Service Agreement approved by City Council per Council
Policy F -14.
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 and/or classification of employee who performed the work, a
brief description of the services performed and/or the specific task in the
letter proposal 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 the Letter Proposal. 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 and the Letter Proposal, 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 the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates 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 Scott D. Walker
to be its Project Manager. Consultant shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval
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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 furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
If Consultant is performing inspection or 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.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Bill
Patapoff 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.
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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 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 the Project (including the negligent and/or willful acts, errors and/or
omissions of Consultant, its principals, officers, agents, employees, vendors,
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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
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator 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.
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14. INSURANCE
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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. Sianature. 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.
1. 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) 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.
2. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than Two Million
Dollars ($2,000,000) 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
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under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. 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.
4. 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).
D. 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.
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) days written notice has been received
by City.
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A. 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.
B. 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 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 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
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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. COMPUTER DELIVERABLES
CADD data delivered to City shall include the professional stamp of the engineer
or architect in charge of or responsible for the work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with
(a) the modification or misuse by City, or anyone authorized by City, of CADD
data; (b) the decline of accuracy or readability of CADD data due to inappropriate
storage conditions or duration; or (c) any use by City, or anyone authorized by
City, of CADD data for additions to this Project, for the completion of this Project
by others, or for any other Project, excepting only such use as is authorized, in
writing, by Consultant. By acceptance of CADD data, City agrees to indemnify
Consultant for damages and liability resulting from the modification or misuse of
such CADD data. All original drawings shall be submitted to City in the version
of AutoCAD used by City in ".dwg" file format on a CD, and should comply with
the City's digital submission requirements for Improvement Plans. The City will
provide AutoCAD file of City Title Sheets. All written documents shall be
transmitted to City in the City's latest adopted version of Microsoft Word and
Excel.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
20. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents his
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.
21. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and 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.
22. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and
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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 to this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City to examine,
audit and make transcripts or copies of such records 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 under this Agreement.
23. 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 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 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.
24. 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.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
26. 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 termination of
this Agreement by City. Consultant shall indemnify and hold harmless City for
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any and all claims for damages resulting from Consultant's violation of this
Section.
27. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Bill Patapoff
Public Works Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 -644 -3311
Fax: 949 -644 -3318
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Scott D. Walker
WEC Corporation
27 Strathmore
Ladera Ranch, CA 92694
Phone: 714- 875 -4714
Fax: 949 - 388 -0630
28. 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 provision, 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 and other information
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developed or accumulated in the performance of this Agreement, whether in
draft or final form.
29. 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, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
30. 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.
31. 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.
32. 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.
33. 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.
34. 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.
35. 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.
13
36. 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:
ACt".,- C . Ct,-,-
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By UNe.
LaVonne Harkless,
City Clerk
CITY OF NEWPORT CH
A Munic' orpor i0tv
By: old
Don Webb
Mayor
for the City of Newport Beach
WEC CORPORATION:
By.
orporat
Title: PZesic!".r
Print Name: n e ,!a , N4N �
By:
(Fina ,tial Officer)
Title:
Print Name:
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
f:\users\pbw\shared\agreements\fy 05-Mon-call-we6wec agreement-final.doc
14
EC
Corporation
EXHIBIT A
May 10, 2006
Public Works Department
Attn: Mr. R. Gunther
Construction Engineer
City of Newport Beach
3300 Newport Blvd., Building C
P.O. Box 1768
Newport Beach, CA 92658
0
27 Strathmore
Ladera Ranch, California 92694
Tel: (714) 875 -4714
Fax: (949) 388-0630
STATEMENT OF QUALIFICATIONS TO PROVIDE CONSTRUCTION MANAGEMENT &
INSPECTION SERVICES FOR THE CITY OF NEWPORT BEACH
WEC is pleased to submit this statement of qualifications to provide construction management and
inspection services for the City of Newport Beach. WEC has the personnel available and ready to
mobilize immediately to undertake any size public works assignment the City may have. We ap-
preciate the opportunity to demonstrate our qualifications and ideas.
WEC is able to provide the City of Newport Beach with Construction Management Services for
building projects like the City of Newport Beach Fire and Police Station Modifications Project,
which involved:
• Coordinating contractor's work with police and fire departments, architects, public works and
building department.
• Receive, coordinate and track submittals, RFI's and change order requests.
• Prepare weekly job meeting agenda, chair all meetings, and prepare meeting minutes.
• Process monthly progress payments and change orders.
• Inspect work of contractor for compliance with plans and specifications. Coordinate Building
department Inspections and permit approvals.
WEC also Is able to provide the City of Newport Beach with Professional Construction Inspection
Services on projects involving bridges, retaining walls, sound walls, storm drains, gravity and
force main sewers, sewer lift stations, storm water pumping stations, roadway concrete and as-
phalt paving, sign structures, traffic signals, striping, landscaping and irrigation, parks, fountains,
building seismic retrofits, building expansions, remodeling, and new construction, and FAA airport
paving, which involve:
• Quality Control Inspection of all aspects of construction.
• Coordinate required field materials and soils testing in accordance with QA/QC Plan.
• Keep daily reports of work and workforce on site.
• Track quantities and changes to use in contractor pay requests.
• Coordinate utility conflict resolutions
• Inspect encroachment permit work
• Provide inspection assistance on any City of Newport Beach project as needed.
If there are any questions regarding this proposal please contact me at (714) 875 -4714, or by e-
mail at weccorp @cox.net. We look forward to the opportunity to work with the City of Newport
Beach on upcoming projects.
S_ _v
Scott D. Walker, P.E.
Principal Construction Manager
0
FEE SCHEDULE 2006 -2007
EXHIBIT B
EC
CITY OF NEWPORT BEACH
WEC Team Proposed Rates for Construction Management & Inspection
Services
WEC Team Staff Classifications
REGULAR
OVERTIME
CLASSIFICATION
RATES
RATES
PROJECT MANAGER
Licensed Civil Engineer)
$ 135.00
$ 135.00
RESIDENT ENGINEER
$ 125.00
$ 125.00
Licensed Civil Engineer)
STRUCTURES REPRESENTATIVE
Licensed Civil Engineer)
$ 115.00
$ 115.00
CONSTRUCTION MANAGER
$ 100.00
$ 130.00
STRUCTURES INSPECTOR
$ 93.00
$ 118.00
CIVIUBUILDING INSPECTOR
$ 88.00
$ 108.00
PUBLIC WORKS ADMINISTRATOR
$ 52.00
$ 64.00
PUBLIC RELATIONS COORDINATOR
$ 62.00
$ 77.00
Hourly rates for inspectors are quoted as prevailing wage rates
All rates include other direct costs; vehicles, cell phones,
computers and
required safety and inspection equipment to fully perform
the construction
management and inspection duties required by the City.
AWORD CERTIFICATESF LIABILITY INSURANCO OP ID T DATE(MMBDNYYY)
MOP 03/29/06
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Andreini & Company -South Coast
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
License 0208825
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
One MacArthur Place, Suite 100
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
South Coast Metro CA 92707
LIMITS
REPRESENTATIVES.
Phone:714- 327 -1400 Fax :714- 327 -1499
INSURERS AFFORDING COVERAGE
NAIC#
CURED
INSURER A. C.N.A Insurance Com anies
EACH OCCURRENCE
INSURER B: Virginia Surety Co Rny, Inc-
A
SEC
Scott Corporation
INSURER C:
2067324099
INSURER D:
05/28/06
27 Strathmore
Ladera Ranch CA 92694
INSURER E.
MED EXP(My one person)
$10,000
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
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
TYPEOFRISURANCE
POLICY NUMBER
DATE NMID
DATE MEWYY
LIMITS
REPRESENTATIVES.
AUTHORRED 50 A
I Off
GENERAL LIABILITY
EACH OCCURRENCE
$1,000,000
A
X
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
2067324099
05/28/05
05/28/06
PREMISES (Eaacr�i .w)
$100,000
MED EXP(My one person)
$10,000
PERSONAL 8 ADV INJURY
$Excluded
GENERAL AGGREGATE
$2,000,000
1
GEN'L AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMP /OP AGO
$2,000,000
POLICY M PRO- LOD
JECT
A
X
AUTOMOBILE
LIABILITY
ANYAUTO
2067324099
05/28/05
05/28/06
COMBINED SINGLE LIMIT
(Ea acdtlenry
S1 DD0 r 000
r
BODILY INJURY
(Per person)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
X
BODILY INJURY
IPer awdenU
$
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Par adder)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
AUTO ONLY: AGO
$
ANY AUTO
$
EXCESSNMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR CLAIMS MADE
AGGREGATE
$
S
S
DEDUCTIBLE
IS
RETENTION
B
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER%EY,ECUTIVE
OFFICERRIEMBER EXCLUOEOT
VSQSNP000466900
12/05/05
12/05/06
X TORYLIMITS R E
E.L. EACH ACCIDENT
_
$1000000
E.L. DISEASE - EA EMPLOYEE
$1000 D 0D --
If yes &SUIW umor
SPECIAL PROVISIONS below
E.L. DISEASE - POLICY LIMIT
$1000000
OTHER
A
Architects &
MCA114096492
05/24/05
05/24/06
I
Per Claim $1,000,000
Engineers E &O
I
Aggregate $1 000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT l SPECIAL PROVISIONS
City of Newport Beach, it's elected and appointed officials, officers,
employees and volunteers are named as AddTl Insds per the General and Auto
Liability as required by written contract, per the attached Form G- 123127 -B.
Insurance is primary and any insurance maintained by the City shall be
non-contributory. Waiver of Subrogation will follow from WC carrier.
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2001108) 1 0 ACORD CORPORATION 1988
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City of Newport Beach
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Attn : R. Gunther
3300 Newport Blvd., Building C
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON TI4E INSURER, ITS AGENTS OR
P.O. Box 1768
REPRESENTATIVES.
AUTHORRED 50 A
I Off
Newport Beach CA 92658
ACORD 25 (2001108) 1 0 ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the pclicy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2007108)
Mar 13 06 07:02p WEPCorporation (941b 388 -0630 p.2
�/� 8-123127 -B
CIO (Ed. 12102)
IMPORTANT. THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL
INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH
C., OF THIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENDORSEMENT
WiTH PRODUCTS- COMPLETED OPERATIONS COVERAGE
BLANKET WAIVER OF SUBROGATION
Architects, Engineers and Surveyors
This endorsement modifies insurance provided under the following:
BUSINESS ACCOUNT PACKAGE POLICY — BUSINESS LiA131LITY COVERAGE FORM
BUSINESS ACCOUNT PACKAGE POLICY — COMMON POLICY CONDITIONS
A WHO IS AN INSURED (Section C)'of the Business
Liability Coverage Form is amended to include as an
Insured arty person or organization whom you are
required to add as an additional insured on this policy
under a written contract or written agreement; but the
written contract or written agreement must be:
1. Currently in effector becoming effective during the
term of this policy; and
2. Executed prior to the 'bodily Injury,- ' properly
damage; 'personal injury' or 'advertising injury.'
B. The insurance provided to the additional insured is
gmited as follows:
1. That person or organization is an additional
Insured solely for liability due to your negligence
specifically resulting from 'your work' for the
additional Insured which is the subject of the
written contract or written agreement No
coverage applies to tiabilily resulting from the We
negligence of the additional insured.
2. The Umits of Insurance applicable to the
additional insured are those specified in the
written contract or written agreement or in the
Declarations of this policy, whichever is less.
These Limits of Insurance are inclusive of, and not
In addition to, the Limits of Insurance shown in the
Declarations.
3. The coverage provided to the additional Insured
within this endorsement and section Had
DEFINITIONS — 'Insured Contract' (Section
F.8) within the Business Liability Coverage Form,
does not apply to 'bodily injury' or 'property
damage' arising out of the 'products - completed
operations hazard' unless required by the written
contract or written agreement.
4. The Insurance provided to the additional insured
does not apply to 'bodily Injury; 'property
G- 12312743
(Ed. I WM
damage,' "personal injury' or 'advertising injury'
arising out of an architect's, engineer's, or
surveyors rendering of or failure to render any
professional services including:
a. The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
reports, surreys, field orders, change orders
or drawings and specifications by any
architect, engineer or surveyor performing
services on a project of which you serve as
construction manager; or
b. Inspection, supervision, quality control,
engineering or archltecturar services done by
you on a project of which you serve as
construction manager.
S. This insurance does not apply to 'bodily injury,'
'property damage; 'personal injury' or
'advertising injury' arising out of
e. The construction or demolition work while you
are acting as a construction or demolition
contractor. This exclusion does not apply to
work done for or by you at your promises.
C. GENERAL CONDITIONS — Duties In The Event of
Occurrence, Offense, Claim or Suft (Section E2) of
Me Business Liability Coverage Form is amended to
add the following:
An additional insured under tills endorsement will as
soon as practicable:
1. Give written notice of an occurrence or an offense
to us which may result in a claim or 'suit' under
Oft Insurance;
2. Tender the defense and Indemnity of any dakn or
'suit' to us for a loss we cover under this
Coverage Parr
Page 1 of 2
filar 13 06 07:03p WEC #rporation
3. Tender the defense and indemnity of any claim or
'suit, to any other insurer which also has
insurance for a loss we cover under this Coverage
Part; and
4. Agree to make available any other insurance
which the additional insured has for a loss we
cover under this Coverage Part.
We have no duty to defend or indemnity an additional
insured under this endorsement until we receive
written notice of a claim or 'suit, from the additional
Insured
D. OTHER INSURANCE (Section H. 2 & 3) of the
Common Policy Conditions are deleted and replaced
with the following:
2. is insurance is excess over arty other insurance
naming the additional insured as an insured
whether primary, excess, contingent or an any
other basis unless a written contract or written
agreement specifically requires that this Insurance
be either primary or primary and noneontribulki
the adddionaf insureds own coverage. is
Insurance is excess over any other insurance to
which the additional insured has been added as
n additional insured b r�endorsement
3. en this insurance is excess, we will have no
duty under Coverages A or B to defend the
additional insured against any 'suit' if any other
insurer has a duty to defend the additional insured
against that 'suit' If no other Insurer defends, we
will undertake to do so, but we will be entitled to
(94988 -0630 p.3
G•123127 -8
(Ed. 12112)
the additional insureds rights against all those
other insurers.
When this insurance is excess over other
Insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of
(a) The total amount bunt all such other insurance
would pay for the loss in the absence of this
insurance; and
(b) The total of all deductible and sett-Insured
amounts under all that other insurance.
We will share the remaining loss, if any, with arty
other insurance that is not described in this
Excess Insurance provision and was not bought
specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this
Coverage Part.
E TRANSFER OF RIGHTS OF RECOVERY AGAINST
OTHERS TO LIS (section J.2) of the Common Policy
Conditions is deleted and replaced with the following:
2. We waive any right of recovery we may have
against any person or organization against whom
you have agreed to waive such right of recovery in
a written contract or agreement because of
payments we make for injury or damage arising
out of your ongoing operations or your work'
done under a contract with that person or
organization and included within the 'products -
completed operations hazard.'
The City of Newport Beach, it's elected and appointed
officials, officers, employees and volunteers are named
as Additional Insureds per the General Liability and
Auto Liability as required by writtehr contract, per Form
G -123- 127 -B. Waiver of Subrogat'io'n applies.
G- 123127 -B Page 2 of 2
(Ed. 12102)
MAR -28 -2006 11:31
rral' 40 uo u r : uar.
CNA
ANDREINI AND CO
wcu ,grpurar.imr
P.03/04
ta';Awao-uaJu F.0
G- 123127 -8
(Ed. 12102)
IMPORTANT. THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL
INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH
C., OF THIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENUMEMENT
WITH PRODUCTS - COMPLETED OPERATION COVERAGE
BLANKET WAIVER OF SUBROGATION
Architects, Engineers and Surveyors
This endorsement modirm s insurance provided under tho following:
BUSINESS ACCOUNT PACKAGE POLICY — BUSINESS LIABILITY COVERAGE FORM
BUSINESS ACCOUNT PACKAGE POLICY — COMMON POLICY CONDITIONS
A. WHO IS AN INSURED (Section C) of the Business damages 'parsenal injury+ or 'advertising hqury'
Liahtllty Covarage Form Is amended to include as an arising out of an archRecrs, englueet% or
insured any person or organisation whom you are surveyors rendering of or failure to render any
required to add as an additional insured on this policy professional services including:
under a wrifleh contract or written agreement; but the a. The preparing, approving, or lailing to prepa
+ram.. M�ror1.v uenren unrnurruM �..d {e. re
STOPPED
Company:
Virginia Surety Company Inc
Policy Period: 12105/2005- 12/0512006 Endorsement No.: 0002
ATTACHED TO AND ENDORSEMENT EFFECTIVE INSURED
FORMING A PART OF
POLICY NUMBER (Standard Time) WEC CORPORATION
Month /Day /Year 12:01 a.m. Noon PRODUCER AND CODE
VS- QS -WP- 0004669 -00 12105/2005 M ILLINOIS MIDWEST
INSURANCE AGENCY, LLC.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:
WORKERS COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an Injury'covered by this policy. we
will not enforce our right against the person or organization named In the Schedule. This agreement
applies only to the extent that you perform work under a written contract that requires you to obtain
this agreement from us.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule
Schedule
CITY OF NEWPORT BEACH
3300 NEWPORT BLVD., BUILDING C
P.O. BOX 1768
NEWPORT BEACH, CA 92658
ATTN: R. GUNTHER, PUBLIC WORKS CONSTRUCTION ENGINEER
CITY OF NEWPORT BEACH WORKS INSPECTION SERVICES & POLICE DEPARTMENT
MODIFICATIONS
WC CPG 7 (3/02)
APR -12 -2006 09:33 FROM* ,I TO:819496443318
t
#: P.1�1
Fax S `t t) &qy— A t' •
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Reach
This checklist is comprised of requirements as outlined by the City of Newport Beach.
Date Received: Q Dept./Contact Received From: � tAU nom. � 4tt-I. --
Date Completed: Sent to: u r �GW ft r- By: � A� �Ati X
Company/Person required to have certificate: Wt-C Dr�ria 0 n
GENERAL LIABILITY .t �
A. INSURANCE COMPANY: r� A- • • 1 y Yt t' 6!?!QP �-k-S
B. AM BEST RATING (A: VII or greater)_ A x
C. ADMITTED Company (Must be California Admitted):
Is Company admitted In California? Yes Q No
D. LIMITS (Must be $1 M or greater): What is limit provided? n,; R +4 4 wu/ o(,t
E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? es No
F. ADDITIONAL INSURED WORDING TO INCLUDE (The City Its
officers, officials, employees and volunteers): Is it included? es Q No
G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included):
Is it included? Yes [2 No
H. CAUTIONI (Confirm that loss or liability of the named insured is not
limited solely by their negligence) Does endorsement include "solely by
negligence" wording? Q Yes [llNo
I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of
cancellation by certified mail; per Lauren Farley, the City will aocept the endeavor wording.
11. AUTOMOBILE LIABILITY 1�) f !
A. INSURANCE COMPANY: C ' I ' 4 ' 4 h d4u ra n cy (A n'i t sr.rG
B. AM BEST RATING (A: VII or greater): A XV
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? 94es ❑ No
D. LIMITS (Must be $1M min. BI & PD and $500,000 UM): What is limits provided? it Yl.. t•
I+. ADDITIONAL INSURED WORDING TO INCLUDE (The City its �,..,,/�
officers, officials, employees and volunteers): Is it Included? L7 res Q No
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only :
Is it included? /- ❑ 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.
Ell. WORKERS' COMPENSATION , I ]�
A. INSURANCE COMPANY: 1/ IYGji h 1 G 44
B. AM BEST RATING (A: VII or greater): 3- X
C. LIMITS: Statutory
D. WAIVER OF SUBROGATION (To include): Is It included? 1b �j(ev PIemu' ❑ Yes tYJ No
HAVE ALL ABOVE REQUIREMENTS BEEN MET? r Q Yes No
IF ND, WHICH ITEMS NEED TO BE COMPLETED? ��4Wb (IGW
ACORD_ CERTIFICAT F LIABILITY INSURAN OPIp DATE(m`VD YYYY)
WECCO -1 05116/06
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Andreini & Company -South Coast
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
LiT ense 0208825
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
one MacArthur Place, Suite 100
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
South Coast Metro CA 92707
3300
Phone:714- 327 -1400 Fax:714- 327 -1499
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
INSURER A: Virginia surety Company, ir,c.
$$1,000,000
INSURER B: C.N.A Insurance Companies
X
WEC
Scott Corporation
Scott F> -alker
27 Strathmore
Ladera Ranch CA 92694
INSURER C: Continental Caevalty company
05/24/06
INSURER D:
PREMISES (Ee=urence
NSURER E:
MED EXP(My one person)
$$10,000
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
INSIR
TYPE OF INSURANCE
POLICY NUMBER
DATE (MMI
DATE MMIDD/
LIMITS
3300
GENERAL LIABILITY
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
P.O.
BOX 1768
EACH OCCURRENCE
$$1,000,000
B
X
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
2067324099
05/24/06
05/24/07
PREMISES (Ee=urence
$$100,000
MED EXP(My one person)
$$10,000
PERSONAL S ADV INJURY
$Excluded
GENERAL AGGREGATE
$$1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMPnP AGG
$$2,000,000
POLICY PRO- LOC
JECT
B
X
AUTOMOBILE
LIABILITY
ANY AUTO
2067324099
05/24/06
05/24/07
Eaa�dem >INaLELIMIT
$$1,000,000
BODILY INJURY
(Per PeFIO'I)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per a =ide )
S
X
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EAACC
$
ANY AUTO
$
AUTO ONLY: AGO
EXCESSIUMBRELLA LIABILITY
EACH OCCURRENCE
$
OCCUR E� CLAIMS MADE
AGGREGATE
S
E
E
DEDUCTIBLE
S
RETENTION $
A
WORKERS COMPENSATION AND
EMPLOYERS! IETORILIT'(
ANYCrRIM EBERIPARTNEWEXECUTNE
VSQSWP000466900
12/05/05
12/05/06
X TORY LIMITS ER
E.L. EACH ACCIDENT
$1000000
E.L. DISEASE - EA EMPLOYEE
$100000
OFFICER/MEMBER EXCLUDED?
M yyu, deeeribe under I SPECUILPROVISIONS balm
E.L. DISEASE - POLICY LIMIT
$1000000
OTHER
C
Architects &
MCA114096492
05/24/06
05/24/07
Per Claim $1,000,000
Engineers E &O
I Aggregate $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
City of Newport Beach, it's elected and appointed officials, officers,
employees and volunteers are named as Add'1 insds per the General and Auto
Liability as required by written contract, per the attached Form G- 123127 -B.
Insurance is primary and any insurance maintained by the City shall be
non - contributory. Waiver of Subrogation applies.
CERTIFICATE HOLDER CANCELLATION
ACORD 26 (2001/08) 0 ACORD CORPORATION 1988
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City
of Newport Beach
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
Attn:
R. Gunther
3300
Newport Blvd., Building C
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
P.O.
BOX 1768
REPRESENTATIVES.
AUTHOR
Newport Beach CA 92658
ACORD 26 (2001/08) 0 ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
AUUFN Z5 (MIM5)
6NA GA23127 -B
(Ed. 12/02)
IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL
INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH
C., OF THIS ENDORSEMENT FOR THESE DUTIES.
THiS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENDORSEMENT
WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE
BLANKET WAIVER OF SUBROGATION
Architects, Engineers and Surveyors
This endorsement modifies insurance provided under the following:
BUSINESS ACCOUNT PACKAGE POLICY— BUSINESS LIABILITY COVERAGE FORM
BUSINESS ACCOUNT PACKAGE POLICY — COMMON POLICY CONDITIONS
A. WHO IS AN INSURED (Section C)'of the Business
Liability Coverage Form is amended to include as an
Insured any person or organization whom you are
required to add as an additional insured on this policy
under a written contract or written agreement; but the
written contract or written agreement must be:
1. Currently in effect or becoming effective during the
term of this policy; and
2. Executed prior to the 'bodily injury,' 'property
damage; 'personal injury' or 'advertising Injury.'
B. The insurance provided to the additional insured is
limited as follows:
1. That person or organization Is an additional
Insured solely for liability due to your negligence
specifically resulting from 'your work' for the
additional Insured which Is the subject of the
written contract or written agreement. No
coverage applies to liability resulting from the sole
negligence of the additional insured.
2. The Limits of Insurance applicable to the
additional insured are those specified in the
written contract or written agreement or in the
Declarations of this policy, whichever is less.
These Limits of Insurance are Inclusive of, and not
in addition to, the Limits of Insurance shown in the
Declarations.
3. The coverage provided to the additional insured
within this endorsement and section titled
DEFINITIONS — "Insured Contract" (Section
F.8) within the Business Liability Coverage Form,
does not apply to 'bodily injury' or 'properly
damage' arising out of the 'products- oompieted
operations hazard' unless required by the written
contract or written agreement.
4. The insurance provided to the additional insured
does not apply to 'bodily injury,' 'property
G- 12312743
(Ed. 12/02)
damage,' 'personal injury' or °advertising injury'
arising out of an architects, engineer's, or
surveyor's rendering of or failure to render any
professional services including:
a. The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications by any
architect, engineer or surveyor performing
services on a project of which you serve as
construction manager; or
b. Inspection, supervision, quality control,
engineering or architectural services done by
You on a project of which you serve as
construction manager.
5. This Insurance does not apply to 'bodily Injury,'
'properly damage,' 'personal injury' or
'advertising Injury' arising out of;
a. The construction or demolition work while you
are acting as a construction or demolition
contractor. This exclusion does not apply to
work done for or by you at your premises.
C. GENERAL CONDITIONS — Duties in The Event of
Occurrence, Offense, Ciabn or suit (Section E2) of
the Business Liability Coverage Form is amended to
add the following:
An additional insured under this endorsement wfil as
soon as practicable:
1. Give written notice of an occurrence or an offense
to us which may result in a claim or 'suft' under
this insurance;
2. Tender the defense and indemnity of any claim or
'suit' to us for a loss we cover under this
Coverage Part;
Page 1 of 2
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0
3. Any person while employed in or otherwise
engaged in performing duties related to the
conduct of an "auto business ", other than an "auto
business" you operate;
4. The owner or lessee (of whom you are a
sublessee) of a "hired auto" or the owner of a
"non -owned auto" or any agent or "employee" of
any such owner or lessee; or
S. Any person or organization with respect to the
conduct of any current or past partnership or joint
venture that is not shown as a Named Insured in
the Declarations.
V. SECTION D. LIMITS OF INSURANCE Is replaced by
the following:
SECTION D. LIMITS OF INSURANCE
Regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought;
C. Persons or organizations making claims or
bringing "suits "; or
d. "Autos",
the Hired Auto and Non -Owned Auto Liability Each
Occurrence Limit shown In the Declarations is the
most we will pay for damages under SECTION A.
COVERAGES because of all "bodily injury" or
"property damage" arising out of the maintenance or
use of a:
1. "Hired auto" by you or your "employees" in the
course of your business; or
2. 'Non-owned auto" by any person other than you in
the course of your business,
and arising out of any "occurrence ".
The limit of this endorsement applies separately to
each consecutive annual period and to any remaining
period of less than 12 months, starting with the
beginning of the policy period shown in the
Declarations, unless the policy period is extended after
G -t 10730 -8
(Ed. 02197)
U -11 U [W-tf
(Ed. 02197)
issuance for an additional period of less than 12
months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limit of Insurance.
VI. Condition H. Other Insurance, of the Businessowners
Common Policy Conditions, is replaced by the
following:
H. Other Insurance.
This insurance is excess over any other valid and
collectible insurance available to you.
VII, Definition 8. "Insured contract" (SECTION F.
DEFINITIONS) is amended by the addition of the
following:
g. That part of any contract or agreement entered
Into, as part of your business, pertaining to the
rental or lease, by you or any of your "employees ",
of any "auto ". However, such contract or
agreement shall not be considered an "Insured
contract" to the extent that it obligates you or any
of your "employees" to pay for "property damage"
to any "auto" rented or leased by you or any of
your "employees".
VIII.The following definitions (SECTION F. DEFINITIONS)
are added:
"Auto business" means the business or occupation of
selling, repairing, servicing, storing or parking "autos ".
"Hired auto" means any "auto" you lease, hire, rent or
borrow which is used in connection with your
business. This does not include any "auto" you lease,
hire, rent or borrow from any of your "employees ", your
partners or your "executive offioars", or members of
their households, but only while used In your business
or your personal affairs.
"Non-owned auto" means any "auto" you do not own,
lease, hire, rent or borrow which is used in connection
with your business. This includes "autos" owned by
your "employees ", your partners or your "executive
officers", or members of their households, but only
while used in your business or your personal affairs.
City of Newport Beach
3300 Newport Slvd., tuilding c
P.O. Box 1768
Newport Beach CA 92658
1noWes copyrighted material of Insurance Servrars Ofte, tnc. with Us permbsM. Page 2 of 2
Copyright, Insurance earvicee Oltice. Inc., 1993.
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 17
June 27, 2006
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY
FROM: Public Works Department
Robert Gunther, P.E.
949 - 644 -3311 or rgunther @city.newport- beach.ca.us
Jud 2 7 209
SUBJECT: GEOTECHNICAL AND MATERIALS TESTING AND EVALUATION,
INSPECTION AND CONSTRUCTION MANAGEMENT, AND
LANDSCAPE DESIGN SERVICES - APPROVAL OF ON -CALL
PROFESSIONAL SERVICES AGREEMENTS
RECOMMENDATIONS:
1. Approve Professional Services Agreements with Arroyo Geotechnical and LaBelle
Marvin Inc for on -call geotechnical and materials testing and evaluation services
and authorize the Mayor and City Clerk to execute the Agreements.
2. Approve a Professional Services Agreement with WEC Corporation for on -call
inspection and construction management services and authorize the Mayor and
City Clerk to execute the Agreements.
3. Approve Professional Services Agreements with TCLA, Inc and David Volz Design
for on -call landscape design services and authorize the Mayor and City Clerk to
execute the Agreement.
DISCUSSION:
City Council approved the use of On -Call Professional Services Agreements (PSAs) on
the November 26, 2002, December 9, 2003, and June 26, 2005 agendas. These on-
call PSAs have proven to be very effective and efficient. Prior to this, a number of
PSAs were executed between the City and selected consultants each time services
were required to support smaller, regular tasks needed for Capital Improvement
Program (CIP) projects.
A request for qualifications for on -call services was mailed to seven firms. Staff
recommends executing PSAs with five of the firms as listed above, that is - two
geotechnical and materials evaluation firms, one inspection and construction
management firm, and two landscape design firms. To reduce time and effort required
to prepare individual PSAs for each CIP project, staff is recommending approval of on-
call agreements with these select consultants to provide "as needed" services. Terms
Soils a &tedals Evaluation, Inspection and Construction Moment, and Landscaping Services —
Approval of On -Call Professional Services Agreements
June 27, 2008
Page 2
for services to be performed can be further negotiated upon receipt of letter proposals
as requested. Should anticipated work exceed $50,000, staff will conform with the
requirements of Council Policy F -14 pertaining to Service Contracts and will prepare
individual PSAs as needed. The CIP budget for FY 2006107 totals over $40 million.
Many of the construction projects in the CIP will require professional geotechnical,
inspection and landscape services. Funding for these services is typically included in
the respective budget for each project.
On -Call Soils and Materials Evaluation Firms:
Arroyo Geotechnical has performed geotechnical and materials testing services and
has shown a'high quality of work when interacting with the City of Newport Beach and
other public agencies. The firm recently completed well - performed pipe- testing
services for the City on the Irvine Avenue Water Main project. LaBelle Marvin provides
materials testing and evaluation services, typically pavement evaluation, and has
provided quality services on numerous pavement projects for the City in the past.
On -Call Inspection and Construction Management Firm:
WEC recently provided a roadway inspector to assist with two City pavement
resurfacing projects that were completed in the areas of Newport Shores and West
Newport/Seashore Drive. Currently, a part-time inspector /construction manager from
WEC is assisting Public Works with a police station renovation project. WEC's services
have been excellent. The Public Works Department is currently recruiting a new full -
time inspector to replace a Senior Inspector which was vacated March 30 due to a
retirement. The process, however, takes time and some training time will be necessary
Once the position is filled again. Occasional use of a contract inspector or construction
manager will still be required.
On -Call Landscaping Design Firms:
TCLA Inc., has worked on the landscape design for two recent successful projects with
the City, the CDM Medians and the medians for the Jamboree Road paving project.
David Volz Design provided the design services for the City's Castaways Park and Cliff
Drive Park projects and many other local agency landscape projects.
Standard On -Call Professional Services Agreement:
The standard PSA that was approved for on -call agreements in June 2005 by the City
Attorney's Office is attached. The On -Call PSA is identical to the standardized PSA
used by the City with the exception of Section 2 (Services to be Provided) and Section
4 (Compensation to the Consultant). These sections have been modified to allow the
consultant to provide services for multiple projects. The proposed On -Call PSAs would
be effective for a two year period through June 30, 2008. 0
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Soils Oviaterials Evaluation, Inspection and construction hkement, and Landscaping Services —
Approval of On-Call Professional Services Agreements
June 27, 2006
Page 3
Environmental Review:
Environmental clearances will be completed for each Capital Improvement Project.
Funding Availability:
Funds for these services are available in each of the specific project accounts within the
City Council approved Capital Improvement Programs.
Prepared by: Submitted by:
R. Gu er, RE. w en . Badum
Construction Engineer ubfic Works Director
Attachment: On -Call Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT WITH
[INSERT NAME OF PERSON/COMPANY] FOR ON -CALL
[INSERT TYPE OF SERVICES] SERVICES
THIS AGREEMENT is made and entered into as of this day of
2005, by and between the CITY OF NEWPORT BEACH, a municipal
corporation ( "City "), and [INSERT COMPANY NAME], a California [insert type of
business, i.e., an individual, a partnership, a joint venture, a corporation or some other
business entity] whose address is [insert address], California ( "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 has a need for on -call assistance for [insert description] in regards to City
construction projects.
C. City desires to engage Consultant to perform on -call [insert type of service
Consultant provides i.e., geotechnical, engineering, etc.] services in various
locations and for various City construction projects ( "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 Project, shall be [insert
name of Consultant].
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 above written date, and shall
terminate on the [insert day] day of [insert month], 20 unless terminated earlier
as set forth herein.
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2. SERVICES TO BE PERFORMED
Consultant shall provide "On -Call" [insert type of services] services as described
in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written
request from the Project Administrator, Consultant shall provide a letter proposal
for services requested by the City (hereinafter referred to as the "Letter
Proposal "). The Letter Proposal shall include the following:
(a) A detailed description of the services to be provided;
(b) The position of each person to be assigned to perform the services,
and the name of the individuals to be assigned, if available;
(c) The estimated number of hours and cost to complete the services;
(d) The time needed to finish the project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
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 Project, 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 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.
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No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Consultant's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Public Works Department. Any Letter Proposal that sets forth
fees in excess of Fifty Thousand Dollars and No Cents ($50,000.00) shall
require a separate Professional Service Agreement approved by City Council per
Council Policy F -14.
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 and /or classification of employee who performed the work, a
brief description of the services performed and/or the specific task in the
letter proposal 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 the Letter Proposal. 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 and the Letter Proposal, 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 the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit B.
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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 [Insert Contact
Name] to be its Project Manager. Consultant shall not remove or reassign the
Project Manager or any personnel listed in Exhibit A or assign any new or
replacement personnel to the Project without the prior written consent of City.
City's approval shall not be unreasonably withheld with respect to the removal or
assignment of non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
[Optional Provision] If Consultant is performing inspection or 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.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. [Insert
Staff Person] 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.
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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 [Optional Provision] 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.
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9. HOLD HARMLESS
[OPTION A: For Use In All Contracts Except Those With Architects,
Engineers And Surveyors]
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 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 the Project
(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
sole 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.
[OPTION B. For Use with Design Professionals (Engineers, Surveyors and
Architects)]
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
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conducted on the Project (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
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
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0 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 work, 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
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Reouirements.
1. 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) days prior to such change. The insurer shall agree to
0 waive all rights of subrogation against City, its officers, agents,
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employees and volunteers for losses arising from work performed
by Consultant for City.
2. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than Two Million
Dollars ($2,000,000) 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.
3. 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.
4. 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).
D. 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
insurance only and not contributory with the insurance provided
hereunder.
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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) days written notice has been received
by City.
A. 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.
B. 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
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
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OWNERSHIP OF DOCUMENTS 9
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 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.
COMPUTER DELIVERABLES
CADD data delivered to City shall include the professional stamp of the engineer
or architect in charge of or responsible for the work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with
(a) the modification or misuse by City, or anyone authorized by City, of CADD
data; (b) the decline of accuracy or readability of CADD data due to inappropriate
storage conditions or duration; or (c) any use by City, or anyone authorized by
City, of CADD data for additions to this Project, for the completion of this Project
by others, or for any other Project, excepting only such use as is authorized, in
writing, by Consultant. By acceptance of CADD data, City agrees to indemnify
Consultant for damages and liability resulting from the modification or misuse of
such CADD data. All original drawings shall be submitted to City in the version
of AutoCAD used by City in ".dwg" file format on a CD, and should comply with
the City's digital submission requirements for Improvement Plans. The City will
provide AutoCAD file of City Title Sheets. All written documents shall be
transmitted to City in the City's latest adopted version of Microsoft Word and
Excel.
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 the release of information. 0
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Any opinion of the construction cost prepared by Consultant represents his
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.
21. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and 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.
22. 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 to this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City to examine,
audit and make transcripts or copies of such records 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 under this Agreement.
23. 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 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 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.
24. 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
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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.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
26. 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 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.
27. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
[Insert name of Project Administrator]
Public Works Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 - 644 -3311
Fax: 949 -644 -3318
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
[Insert Name of Consultant]
[Insert Address]
[City and Zip Code]
Phone:
Fax:
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28. 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 provision, 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 and other information
developed or accumulated in the performance of this Agreement, whether in
draft or final form.
29. 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, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
30. 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.
31. 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.
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33.
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35.
36.
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.
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.
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.
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.
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.
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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:
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
By:
Steve Badum
Director of Public Works
for the City of Newport Beach
CONSULTANT:
By:
(Corporate Officer)
Title:
Print Name:
By:
(Financial Officer)
Title:
Print Name:
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
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