HomeMy WebLinkAboutC-3854(C) - PSA for On-Call Landscape Architectural Design ServicesAMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
WITH TOTAL CONCEPT LANDSCAPE ARCHITECTURE, INC., (TCLA, Inc.)
FOR ON CALL SERVICES
THIS AMENDMENT pt l TO PR ZONAL ON -CALL SERVICES AGREEMENT,
entered into this _ I day of ill Q- , 2008, by and between the CITY
OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City ") and
TOTAL CONCEPT LANDSCAPE ARCHITECTURE, INC. (TCLA, INC.), a California
Corporation whose address 1340 Reynolds Avenue, Suite 103, Irvine, California,
92614 -5551 ( "Consultant'), and is made with reference to the following:
RECITALS
A. On June 27, 2006, CITY and CONSULTANT entered into a Professional
Services Agreement, hereinafter referred to as "Agreement', for
landscape architectural on -call services. This Agreement is scheduled to
expire on June 30, 2008.
B. City desires to enter into this Amendment No. 1 to extend the term of the
Agreement to December 31, 2010.
C. City and Consultant mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. 1" as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consultant shall be compensated for various services performed pursuant
to this Amendment No. 1 and according to the Request to Extend On -Call
Services Agreement dated April 28, 2008, attached hereto as Exhibit A.
2. Compensation to the Consultant for services performed pursuant to this
Amendment No. 1 for all work performed from July 1, 2008, to December
31, 2010, including all reimbursable items and subconsultant fees, shall
be based on the billing rates included in Exhibit A.
3. The term of the Agreement shall be extended to December 31, 2010.
4. The City Project Administrator for the Agreement shall be Michael J.
Sinacori, P.E.
5. 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:
A C;"' C'
City Attorney
for the City of Newport Beach
ATTEST:
:
B -�
Y
Fyp�
TX LaVonne Harkless,
City Clerk
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�i�oaN`r
CITY OF 1FWPOR EACH,
A Muni pal Corpor do
for the City of Newport Beach
TOTAL CONCEPT LANDSCAPE
ARCHITECTURE, INC. (TCLA, Inc.):
(CorWrWOfficer)
Titlb:
By:
(F' ancial Officer)
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Title: )C-4—
Print Name:�'c�l
Attachments: Exhibit A - Request to Extend On -Call Services Agreement
F:\Users\PBW\Shared\Agreements\FY 08 -09\0n -Call Services\TCLA-On-Call-Amend ment 1.doc
4
TCLA, Inc. Landscape Architecture
Environmental Planning
❑ Corporate Office:
27905 Smyth Drive
Valencia, CA 91355-4304
PH 661-702-1011
FX 661-702-0293
April 28, 2008
Mr. Michael Sinacori
Assistant City Engineer
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92658-8915
EXHIBIT A
Joe Varonin ASLA CA #1737 AZ #13616 NV #206 TX #1180
Harry Kobzeff ASLA CA # 1777
Irvine Office:
1340 Reynolds Ave. Suite 103
Irvine, CA 92614-5551
PH 949-250-1615
FX 949-250-1801
❑ Central Valley Office:
4600 Ashe Road Suite 319
Bakersfield, Ca. 93313-2039
PH 661-398-9300
FX 661-398-9393
Subject: On -Call Landscape Architecture Services — Request for Contract Extension
Dear Michael:
We are pleased to submit the following request for contract extension in respect to the City of
Newport Beach. It has been our pleasure to have served the City since our original contract of
June 2006.
The following information will I hope satisfy your requirements to extend our current contract for
another two years.
1.0 LOCAL STAFFING LIST
1.1 Our local staffing has not changed for the last several years. Although we have
available staff in our Valencia and Bakersfield offices, all work will be done within
the Irvine Office. The Irvine office of TCLA, Inc. consists of the following
personnel, who will be the only staff working on the City of Newport Beach's
projects.
• Harry H. Kobzeff ASLA, - Principal in Charge
Mr. Kobzeff will be in charge of all design, construction documentation and
construction observation activities. He will oversee if not perform all drawing
and cost estimation. He also will be responsible for all meetings.
• Chris Davis — Job Captain
Mr. Davis will act as support staff. He may on occasion support graphic
and/or drafting services.
2.0 ADVANCE NOTICE
2.1. We have no new advance notice requirements for projects. We have performed
on a timely basis in the past and will continue to give the City the best service we
Mr. Michael Sinacori April 28, 2008
On -Call Landscape Architecture Services — Request for Contract Extension Page 2
can. We will notify the City should we feel deadlines are on achievable prior to
accepting any new project.
3.0 RESUMES OF NEW KEY PERSONNEL
3.1. We have had the same staff for the past several years. No new resumes are
included herein.
4.0 FEE SCHEDULE
4.1. The following fee schedule will be current for the City of Newport Beach for the
period from July 1, 2008 through December 31, 2010. Any project with a signed
contract during this period will be held to these fee rates, even if the contract
period extends past June 30, 2010.
• Managing Principal
$160.00/hour
• Principal in Charge
$140.00/hour
• Project Manager
$120.00/hour
• Job Captain
$ 85.00/hour
• Professional Staff
$ 65.00/hour
Thank you for allowing us this opportunity to extend our contract with the City of Newport Beach
for another two years.
Should you have any questions, please feel free to call us.
Cordially,
Harry H. Kobzeff A.S.L.A.
Principal
CA#1777
APPROVED AND ACCEPTED:
Name/Title
Date
Landscape Architects are regulated by the state of California. Any Questions concerning a Landscape Architect may be
referred to the Landscape Architects Technical Committee at:
Landscape Architects Technical Committee, 400 R Street, #4000, Sacramento, CA 95814 (916) 575-7230.
P -N PB-Oncal I-Extension-Dec2010.doc
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 17
+ June 10, 2008
t
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Public Works Department
I Michael J. Sinacori
949- 644 -3342 or msinacori @city.newport- beach.ca.us
SUBJECT: Approval of Amendments to On -Call Professional Services
Agreements and an On -Call Professional Services Agreement for
Landscape Design Services
t
Recommendations:
1. Approve Amendment No. 1 with TCLA, Inc., for on -call landscape design services
and authorize the Mayor and City Clerk to execute the Amendment.
2. Approve Amendment No. 1 with David Volz Landscape Design for on -call landscape
design services and authorize the Mayor and City Clerk to execute the Amendment.
3. Approve an On -Call Professional Services Agreement with David A. Pederson for
landscape design services and authorize the Mayor and City Clerk to execute the
Agreement.
Discussion:
On -Call Professional Services Agreements (PSA's) were developed to avoid a large
volume of small but time - consuming agreements between the City and consultants to
accomplish on -going project tasks for implementation of the Capital Improvement
Program (CIP). On June 26, 2006, the City Council approved On -Call Professional
Services Agreements with TCLA and David Volz Design (both Landscape Architects) to
provide landscape design services regularly required for many CIP projects.
Over the last two years, these on -call PSA's have proven to be very effective and an
efficient way to conduct business. TCLA and David Volz Design have provided
exceptional high quality service and completed many landscape designs for the City to
supplement in -house street rehabilitation projects, such as Superior Avenue and
Jamboree Road. In addition, they have completed small restoration projects in concert
• with the General Services Department.
Approval of Amendments to On -Call *sional Services Agreements and
an On -Call Professional Services Agreement for Landscape Design Services
June 10, 2008
Page 2
I
The proposed Fiscal Year 2008109 CIP budget is estimated at about $68 million and
includes over 92 projects. Many of these projects will require landscape architecture
design services. The anticipated need for these services will require the extension of
these contracts which are set to expire on June 30, 2008. Rates provided by the
consultants and included in the agreements are competitive and in -line with industry
standards.
In accordance with Council Policy F -14, staff requested statements of qualifications
from local firms. Based on the qualifications received, staff is recommending an
additional landscape architect to supplement the many planned street and median
improvement projects. David A. Pederson has completed many projects for the City in
the past and understands the needs to accomplish the Capital Improvement Program.
Staff recommends approval of the attached Amendments and On -Call PSA to facilitate
implementation of the CIP.
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 Program.
Prepared by:
hael . Sinacori, P.E.
ssistant City Engineer
Submitted by:
Badum
s Director
Attachment: Amendment No. 1 with TCLA
Amendment No. 1 with David Volz Design
On -Call Professional Services Agreement with David A. Pederson
•
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•
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Li
AMENDMENT NO. 1
. TO
PROFESSIONAL SERVICES AGREEMENT
WITH TOTAL CONCEPT LANDSCAPE ARCHITECTURE, INC., (TCLA, Inc.)
FOR ON CALL SERVICES
THIS AMENDMENT NO. 1 TO PROFESSIONAL ON -CALL SERVICES AGREEMENT,
entered into this day of , 2008, by and between the CITY
OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City ") and
TOTAL CONCEPT LANDSCAPE ARCHITECTURE, INC. (TCLA, INC.), a California
Corporation whose address 1340 Reynolds Avenue, Suite 103, Irvine, California,
92614 -5551 ( "Consultant'), and is made with reference to the following:
RECITALS
A. On June 27, 2006, CITY and CONSULTANT entered into a Professional
Services Agreement, hereinafter referred to as "Agreement', for
landscape architectural on -call services. This Agreement is scheduled to
expire on June 30, 2008.
B. City desires to enter into this Amendment No. 1 to extend the term of the
• Agreement to December 31, 2010.
C. City and Consultant mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. 1" as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consultant shall be compensated for various services performed pursuant
to this Amendment No. 1 and according to the Request to Extend On -Call
Services Agreement dated April 28, 2008, attached hereto as Exhibit A.
2. Compensation to the Consultant for services performed pursuant to this
Amendment No. 1 for all work performed from July 1, 2008, to December
31, 2010, including all reimbursable items and subconsultant fees, shall
be based on the billing rates included in Exhibit A.
3. The term of the Agreement shall be extended to December 31, 2010.
4. The City Project Administrator for the Agreement shall be Michael J.
Sinacori, P.E.
5. 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.
0
0
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on
the date first above written.
APPROVED AS TO FORM:
City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
LOCA
Mayor
for the City of Newport Beach
TOTAL CONCEPT LANDSCAPE
ARCHITECTURE, INC. (TCLA, Inc.):
(Corporate Officer)
Print Name:
M
(Financial Officer)
Title:
Print Name:
Attachments: Exhibit A — Request to Extend On -Call Services Agreement
F :1UsemIPBWlSharedlAgreements%FY 0"9lOn -Call SewiceSUCLA -On -Call- Amendment 1_do
E
•
•
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0
•
TCLA, Inc. Landscape Architecm c
Environmental Planning
❑ Corporate Office:
27905 Smyth Drive
Valencia, CA 913554304
PH 661- 702 -1011
FX 661 - 702-0293
April 28, 2008
Mr. Michael Sinacori
Assistant City Engineer
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92658 -8915
0
EXHIBIT A
Sue Vamnin ASLA CA #1737 AZ #13616 NV #206 TX #1180
Harty Kobzeff ASLA CA #1777
a l"Ine Office:
1340 Reynolds Ave. Suite 103
irvine, CA 92614 -5551
PH 949 - 250 -1615
FX 949 -250 -1801
❑ Central Valley Office:
4600 Ashe Road Suite 319
Bakersfield Ca 93313 -2039
PH 661- 398 -9300
FX 661- 398 -9393
Subject: On -Call Landscape Architecture Services — Request for Contract Extension
Dear Michael:
• We are pleased to submit the following request for contract extension in respect to the City of
Newport Beach. It has been our pleasure to have served the City since our original contract of
June 2006.
The following information will I hope satisfy your requirements to extend our current contract for
another two years.
1.0 LOCAL STAFFING LIST
1.1 Our local staffing has not changed for the last several years. Although we have
available staff in our Valencia and Bakersfield offices, all work will be done within
the Irvine Office. The Irvine office of TCLA, Inc. consists of the following
personnel, who will be the only staff working on the City of Newport Beach's
projects.
e Harry H. Kobzeff ASLA, - Principal in Charge
Mr. Kobzeff will be in charge of all design, construction documentation and
construction observation activities. He will oversee if not perform all drawing
and cost estimation. He also will be responsible for all meetings.
• Chris Davis —Job Captain
Mr. Davis will act as support staff. He may on occasion support graphic
and/or drafting services.
2.0 ADVANCE NOTICE
• 2.1. We have no new advance notice requirements for projects. We have performed
on a timely basis in the past and will continue to give the City the best service we
0
0
Mr. Michael Sinacori April 28, 2008
On -Call Landscape Architecture Services — Request for Contract Extension Page 2
can. We will notify the City should we feel deadlines are on achievable prior to •
accepting any new project
3.0 RESUMES OF NEW KEY PERSONNEL
3.1. We have had the same staff for the past several years. No new resumes are
included herein.
4.0 FEE SCHEDULE
41. The following fee schedule will be current for the City of Newport Beach for the
period from July 1, 2008 through December 31, 2010. Any project with a signed
contract during this period will be held to these fee rates, even if the contract
period extends past June 30, 2010.
• Managing Principal $160.001hour
• Principal in Charge $140.001hour
• Project Manager $120.001hour
• Job Captain $ 85.00 /hour
• Professional Staff $ 65.00 /hour
Thank you for allowing us this opportunity to extend our contract with the City of Newport Beach
for another two years.
Should you have any questions, please feel free to call us.
Cordially,
TCLA, Inc. APPROVED AND ACCEPTED: •
Harry H. Kobzeff A.S.L.A.
Principal NamelTitle
CA#1777
Landscape Architects are regulated by the state of California. Any Questions concerning a Landscape Architect may be
referred to the Landscape Architects Technical committee al:
Landscape Architects Technical Committee, 400 R Street, #4000, Sacramento, CA 95814 (916) 575 -7230.
P- NPB -0ncall- Extension- Dec20IUm •
0
• AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
WITH DAVID VOLZ DESIGN LANDSCAPE ARCHITECTS, INC.,
FOR ON LANDSCAPE ARCHITECTURAL SERVICES
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, entered
into this day of , 2008, by and between the CITY OF
NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City ") and
David Volz Design Landscape Architects, Inc., a California corporation whose address
is 151 Kalmus Drive, Suite M8, Costa Mesa, California, 92626 "Consultant'), and is
made with reference to the following:
RECITALS
A. On June 27, 2006, CITY and CONSULTANT entered into a Professional
Services Agreement, hereinafter referred to as "Agreement', for On Call
landscape architectural services for the City of Newport Beach, hereinafter
referred to as "Project'. This Agreement is scheduled to expire on June
30, 2008.
•
B. City desires to enter into this Amendment No. 1 to extend the term of the
Agreement to December 31, 2010.
C. City and Consultant mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. I", as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consultant shall be compensated for various services performed pursuant
to this Amendment No. 1 and according to the Request to Extend On -Call
Services Agreement dated May 1, 2008, attached hereto as Exhibit A.
2. Compenstaiton to the Consultant for services performed pursuant to this
Amendment No. 1 for all work performed from July 1, 2008, to December
31, 2010, including all reimburseable items and subconsultant fees, shall
be based on the attached Schedule of Billing Rates (Exhibit B).
3. The term of the Agreement shall be extended to December 31, 2010.
4. The agreement will now be administered by David Webb for the Public
is Works Department as Bill Patapoff has retired.
I
5. 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:
C
City Attorney
for the City of Newport Beach
ATTEST:
In
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
Mayor
for the City of Newport Beach
David Volz Design Architects, Inc.:
EM
(Corporate Officer)
Print
M
(Financial Officer)
Title:
Print Name:
Attachments: Exhibit A — Request to Extend On -Call Services Agreement
Exhibit B — Shedule of Billing Rates
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F:1Usems PBWISharedlAgreements%FY 08 -09 \On -Call Services\Volz- Landscape -On -Call Amendment -i.doc 0
PA
May 1, 2008
Exhibit A
City of Newport Beach
Michael Sinacori
3300 Newport Boulevard
Post Office Box 1768
Newport Beach, CA 92658 -8915
RE: On -Call Landscape Architecture Design Service — Request for Contract Extension
Dear Mr. Sinacori,
wwwdvol da4P1.sem
Hoilm Offift
15 Kgmw 06m.5uke. MB
C9ib Mesa, CA 92626
9ha 7C4.641.t300
fax 714.641.1323
Cuachaa VaNer Ofike
78060 Calk €stado
La Qoima,CA 92253
phom 760.5805165
fax 760.564.0369
Thank you for requesting a contract extension from my firm, David Volz Design. We are very happy
being a part of the City of Newport Beach team. Some of our previous successful projects with your city
include: a feasibility study for Morning Canyon, and park design and zonstruction observation services
for Castaways and Cliff Drive Park, and our current projects at Irvine Blvd., River Avenue, and the small
parkette in Newport Shores.
David Volz Design is a full- service, LEED accredited, landscape architectural firm available to perform
the following services for the City of Newport Beach
■ initial planning
■ environmental coordination
■ concept design services
Y construction document development
■ construction oversight and management
■ maintenance and operations analysis
■ programming
■ on -call services
■ plan checking
I am eager to work with you to plan, design and see Newport Beach's projects through to their
completion. I will be managing this team and act as your point of contact with my firm. I will be assisted
by a team of respected landscape architects, civil and structural engineers, building designers, and support
staff.
The enclosed Request of Contract Extension package includes any updated information about my firm. I
am looking forward to continuing a long term relationship with the City of Newport Beach. Thanks again
for offering us this opportunity.
Very truly yours,
VOLE 063►YGN
Volz
Print aULandscape Architect #2375
LEED Accredited Professional
1XS4KU%.9 LaH6UX" that efta t c4Nt KkKith
•
DAVID VOLZ DESIGN HOURLY RATE
AND FEE SCHEDULE
(EFFECTIVE T14ROUGH DECEMBER, 2010)
PRINCIPALS $1754220/hour
PROJECT MANAGERS $145- $175/hour
LICENSED PROFESSIONALS $135 - $175 /hour
PROJECT DESIGNERS $125 -$t55 /hour
TECHNICIANS $105- $125/hour
INSPECTORS $100- $130/hour
ADMINISTRATORS
$75- $100/hour
•
DAVID VOLZ DESIGN hourly rates are inclusive of direct
costs such as vehicle
usage and mileage, equipment usage
�: w=
(including computers).
Printing, copying, and sub - consultant
expenses will he billed
at cost plus fifteen percent. Printing
prepared in -house will be provided at market rates with no mark-
up.
E
0
. PROFESSIONAL SERVICES AGREEMENT WITH
DAVID PEDERSON, INC., FOR ON -CALL
ON CALL LANDSCAPE ARCHITECTURAL SERVICES
THIS AGREEMENT is made and entered into as of this day of
12008, by and between the CITY OF NEWPORT BEACH, a Municipal
Corporation ( "City "), and DAVID PEDERSON, INC., a Nevada corporation, whose
address is 20271 Acacia, Newport Beach, California, 92660 ( "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 Califorrid and the Charter of
City.
B. City has a need for on -call assistance for Landscape Architectural Design
Services.
C. City desires to engage Consultant to perform on -call landscape architectural
design services throughout the City on an as need basis ( "Project ").
0 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 David A.
Pedersen.
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 315 day of December, 2010, unless terminated earlier as set
forth herein.
2. SERVICES TO BE PERFORMED
• Consultant shall provide "On -Call" landscape architectural design services as
described in the Statement of Qualifications attached as Exhibit "A." Upon
0 0
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; and
D. The time needed to finish the specific 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 "A" and incorporated herein by •
reference.
7
■
0
iNo 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 Project Administrator. 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 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.
K'
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 David A.
Pedersen 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 thf-a Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Michael
J. Sinacori, P.E. shall be the Project Administrator and shall have the authority
to act for City under this Agreement. The Project Administrator or his /her
authorized representative shall represent City in all matters pertaining to the
services to be rendered pursuant to this Agreement. •
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 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. By
n
• delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
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.
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,
volunteers and employees (collectively, the "Indemnified Parties) from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, 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
the negligence, recklessness, or willful misconduct of the Consultant or the acts
or omissions of 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, 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.
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10. INDEPENDENT CONTRACTOR •
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. 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.
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
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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's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements
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 Employers Liability Insurance in accordance with
• the laws of the State of California for all of the subcontractors
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) 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 one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
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
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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).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. 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.
2. 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.
3. 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.
4. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
5. 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.
6. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
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• F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
• The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the 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
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Consultant. Further, any and all liability arising out of changes made to •
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. 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 Piuject
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.
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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
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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.
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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:
Michael J. Sinacori, P.E.
Public Works Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 -644 -3342
Fax: 949 - 644 -3318
All notices, demands, requests, or approvals from City to Consultant shall be •
addressed to Consultant at:
David A. Pedersen, Inc.
20271 Acacia, Suite 120
Newport Beach, CA 92660
Phone: 949 -251 -8999
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
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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.
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. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
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reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
36. 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.
37. 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:
By: A r^-- -' C-
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
Edward Selich
Mayor
for the City of Newport Beach
David Pedersen, Inc.:
By:_
Title:
(Corporate Officer)
Print Name:
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(Financial Officer)
Title:
Print Name:
Attachments: Exhibit A - Statement of Qualifications
F :1Users%PBMSharedlAgreemenlslFY 08 -0910n -Call Services \Pederson- On Call- Landscape.doc
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Exhibit A
• David A. Pedersen
20271 Acacia, Suite 120
Newport Beach, CA 92660
May 2, 2008
City of Newport Beach
Public Works Department
3300 Newport Blvd.
P.O.Box 1768
Newport Beach, CA 92658 -8915
Dear Mr. Sinacori and to whom it may concern,
I am a self employed, licensed and insured Landscape Architect working
alone in my Newport Beach office. I have been working for twenty years
and I am very conscientious. My business is based upon my reputation for
being responsible and reliable. I answer my own phone and therefore am
available upon request for last minute issues that come up as well as planned
• meetings and consulting.
My fees vary based upon each individual job and depends on whether I am
being hired for an hourly consulting fee or a flat fee based upon a large
ongoing project.
My hourly fee is $95.00 per hr.
Printing fees are $10.00 first plot (the original) and then $2.75 per sheet. I a
happy to e -mail PDF files to the City so you can run your own prints.
If you have any questions regarding my services, please feel free to contact
me.
Sincerely,
David A. Pedersen
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David A. Pedersen, Inc.
20271 Acacia, Suite 120
Newport Beach, CA 92660
(949) 251 -8999
Education:
Orange Coast College A.A. Horticulture
Cal Poly Pomona B.S. Landscape Architecture 1987
Skills & License
California L.A. License 3895
Computer Aided Drafting
Career Highlights
*Self employed for over 20 years
*Experience working with various city Building
Departments and Public Work Depts. including
the City of Newport Beach
*Experience worMfig with private community associations
*Landscape Ardbitecture for Custom Residences and
Commercial Properties
*F ace worldng with the Coastal Commission
Recent Public Works Agency Work: •
1. Mesa Birch Park
2. Mariners Park Restroom Building Landscape Changes
3. Joint use project in Santa Ana Heights O.C.F.0 D.
chantt4n%�"#emmce parcel and temporary equestrian facility
4. CDM me4an Landscape fighting
5. Newport es 6Ud St. green belt areas
6. Newport Beach Public Library Main Branch
Improvement Landscape Plan
References: Available upon request and Newport
Reach City Employees as follows:
1. Randy Kearns
2. Fong Tse
3. Michael Sinaeori
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2. SERVICES TO BE PERFORMED
Consultant shall provide "On -Call" Landscape Architectural Design 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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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.
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 Harry Kobzeff 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,
i
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.
a
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
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:
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
• 0
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
Fro,
9 0
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
11
f' *1
28.
0 0
any and all claims for damages resulting from Consultant's violation of this
Section.
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
when delivered personally, or on the third business day after the
in the United States mail, postage prepaid, first -class mail,
hereinafter provided. All notices, demands, requests or
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
deemed served
deposit thereof
addressed as
approvals from
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Harry Kobzeff ASLA
TCLA, Inc.
1340 Reynolds Ave., Suite 103
Irvine, CA 92614 -5551
Phone: 949 - 250 -1615
Fax: 949 - 250 -1801
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:
C.
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
. ��.� rte/ �L /�) - 4"&'
LaVonne
City Clerk
w�....
CITY OF NEWPORT BEACH
A Municipal Corporati
By: 0-
Don Webb
Mayor
for the City of Newport Beach
TC LA, I
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Tit
Print Name: -�o
By:_
Title:
(Financial Officer)
Print Name:
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
f:\users\pbw\shared\agreements\fy 05-06\on-call services\arroyo geotechnical.doc
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TCI A, Inc. Landscape Architecture
Environmental Planning
Corporate Office:
27905 Smyth Drive
Valencia, CA 91355 -4304
PH 661-702-1011
FX 661- 702 -0293
May 30, 2006
Mr. Michael Sinacori
City of Newport Beach
Public Works Department
3300 Newport Boulevard
Newport Beach, CA 92658-8915
• Irvine Office:
1340 Reynolds Ave. Suite 103
Irvin, CA 92614 -5551
PH 949- 250-1615 -
FX 949- 250 -1801
RE: On -Cali Landscape Architectural Design Services
Dear Michael:
• EXHIBIT A
Joe Varonin ASLA CA #1737
Harry Kobzeff ASIA CA #1777
Central Valley Office:
4600 Ashe Road Suite 319
Bakersfield, Ca. 93313 -2039
PH 661398 -9300
FX 661398-9393
Thank you for the opportunity to provide this qualifications package to you for on -call services for the
city of Newport Beach.
The scope of services will include the preparation of design and construction documents as required
by the City. These service include but are not fimited to Conceptual Landscape Plans, Construction
Plans, I Ration Plans, Planting Plans, Landscape Construction Details, Landscape Specifications
and related documents. it is our understanding that meetings as necessary will be included within
ourfees.
Fees will be based on an hourly not- to-exceed basis if acceptable to the city. We also work on a
lump -sum basis if preferred.
It is our intent to maintain an ongoing relationship with the city of Newport Beach, and look forward to
hearing from you on this new endeavor.
Sincerely,
Principal, Orange County Office
CA #1777
EXHIBIT B
FEE SCHEDULE:
HOURLY FEE RATES ARE AS FOLLOWS:
MANAGING PRINCIPAL $130.00 /HOUR
PRINCIPAL $110.00/HOUR
PROJECT MANAGER $ 85.00 /HOUR
JOB CAPTAIN $ 70.001HOUR
PROFESSIONAL STAFF $ 45.00 /HOUR
SECRETARY $ 45.00 /HOUR
Client#: 64
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ACORDe CERTIFICA OF LIABILITY
INSU CE
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PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
HRH Professional Practice
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Insurance Brokers, Inc.
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
2030 Main Street, Suite 350
A
Irvine, CA 92614 -7248
INSURERS AFFORDING COVERAGE
INSURED
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27905 Inc. 27905 Smyth Dr
Valencia, CA 91355
INSURER A: Maryland Casualty Company
INSURER So Lloyd's of London
INSURERC:
NSURER D:
NS"ER E:
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.
INSR
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TYPE OF WSURANCE
POLICY NUMBER
POLICYEFFECTWE
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POLICYEXPIRATI°N
LIMITS
A
GENERAL LIABILITY
PPS34636051
64/14/06
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$1,000,006
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$16060
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DESCRIPTION OF OPERATIONS ILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
ALL ARCHITECTURAL OPERATIONS INCL BUT NOT LTD TO PROFESSIONAL SERVICES AGREEMENT FOR ON
CALL LANDSCAPE ARCHITECTURAL DESIGN SERVICES. CERTHOLDER ITS ELECTED OR APPOINTED OFFICERS
OFFICIALS EMPLOYEES AGENTS & VOLUNTEERS ARE NAMED AS ADD'L INSDS & PRIMARY CLAUSE & WAIVER
OF SUBRO APPLIES ON GEN LIAB POLICY-SEE ATTACHED ENDORSEMENTS
CITY OF NEWPORT BEACH
PUBLIC WORKS DEPT
ATTN:SHAUNA OYLER
P.O. BOX 1768
NEWPORT BEACH, CA 926538915
25-S (7/97)1 Of 2 0361124
POLICIESBECANCELLED
DATE THEREOF, THE ISSUING INSURER WI E)=TO MAIL3D— DAYSWRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,JBIXRXkWNXKWQ6oWjMk
V
196E
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PPS34636051
POLICY NUMBER:
COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Or anization s :
Locatio s Of Covered Operations
OV NEW=
APPOINTED OFFICERS OFFICIALS EMPLOYEES
AGENTS OR VOLUNTEERS
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury', "property
damage' or "personal and advertising injury'
caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s) desig-
nated above.
B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:
This insurance does not apply to "bodily injury' or
"property damage" occurring after:
1. All work, including materials, parts or equip-
ment furnished in connection with such work,
on the project (other than service, maintenance
or repairs) to be performed by or on behalf of
the additional insured(s) at the location of the
covered operations has been completed; or
2. That portion of 'your work' out of which the
injury or damage arises has been put to its in-
tended use by any person or organization other
than another contractor or subcontractor en-
gaged in performing operations for a principal
as a part of the same project
CG 20 10 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 O
Your subsidiaries, and subsidiaries of
cised for any purpose by you,
subsidiaries, are insureds if:
any of your "employees", any
(1) They are legally incorporated enti-
partner or member Of you are a
ties; and
partnership or joint venture), or
(2) You own more than 50% of the vot-
any mender Of you are a limited
liability company).
ing stock in them as of the effective b.
date of this policy.
Any person (other than your "employee"),
If such subsidiaries are not shown in the
or any organization while acting as your
real estate manager.
Declarations, you must report them to C.
us within 180 days of the Inception of
Any errs organization
Any person or organization having proper
this policy.
custody
of our property If
temporary Y Y Pr P Y
you die, but only:
2. Each of the following is also an insured
(1) With respect to liability arising out
a. Your "employees ", other than either your
of the maintenance or use of that
"executive officers" (if you are an or-
property; and
ganization other than a partnership, joint
venture or limited liability company) or
(2) Until your legal representative has
your managers (if you are a limited li-
been appointed.
ability company), but only for acts within d.
Your legal representative if you die, but
the scope of their employment by you
only with respect to duties as such. That
or while performing duties related to
representative will have all your rights
the conduct of your business. However,
and donee under this Coverage Part. ;,
_
none of these "employees" is an insured }' e.
__
Any person or organization with whom 4
(1) "Bodily injury' or "personal and ad-
you agree, because of a written con -
tract, to provide insurance such as is
vertising injury ". I
afforded under this policy, but only with
(a) To you, to your partners or
respect to liability arising out of your
"your
members (if you are a partner- ;
operations, work" or. facilities /
by
ship or joint venture), to your ,-.._
owned or used vau -- J
members (if you are a limited li-
This provision does not apply:
ability company), or to a co - "em
ployee" while that co- "employed'
(11 To an vendor, concessionaire, les-
Y
is either in the course of his or
sor of leased equipment, grantor of
her employment or performing
a franchise, engineer, architect or
duties related to the conduct of
surveyor; or
your business;
(2) Unless the contract has been signed
Jb) To the spouse, child, parent,
prior to the date of "bodily injury ",
brother or sister of that co "em_
"property damage ", or "personal or
ployee" as a consequence of
advertising injury ".
Paragraph (1)(a) above; f.
Any person or organization to whom you
(c) For which there is any obligation
are obligated by virtue of a written "in-
to share damages with or repay
sured contract' to provide insurance such
someone else who must pay
as is afforded by this policy, but only
damages because of the injury
with respect to liability arising out of the
described in Paragraphs h Xa) or
ownership, maintenance, or use of that
V above; or
part of any premises leased to you. This
(d) Arising out of his or her proved-
does not apply to:
ing or failing to provide profes-
11) An occurrence" that takes lace
y �� P
sional health care services,
after you cease to be a tenant on
(2) "Property damage" to property:
those premises.
(2) Structural alterations, new construc-
la) Owned, occupied or used by,
tion or demolition operations per -
(b) Rented to, in the care, custody
formed by or on behalf of such in-
or control of, or over which
sured
physical control is being exer-
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952001 Ed 4 -99 C� +9R lass WWVU ria`�ws°�.N, oam ZncrW ted w mi.. Page 9 of 17
4
With respect to "mobile equipment" to which
this insurance applies:
a. When this Coverage Part is certified as
proof of financial responsibility under
the provisions of any motor vehicle fi-
nancial responsibility law, the insurance
provided by the Coverage Part for Bodily
Injury Liability or Property Damage Li-
ability will comply with the provisions of
the law to the extent of the coverage
and limits of insurance required by that
law.
b. We will provide any liability, uninsured
motorists, underinsured motorists, no-
fault or other coverages required by any
motor vehicle insurance law. We will
provide the required limits for those
coverages.
5. Other Insurance
If other valid and collectible insurance is avail-
able to the insured for a loss we cover under
Coverages A or B of this Coverage Part,
our_ookdHgatiQns are__limit_ed as follows:
a. Primary Insurance
This Insurance is primary except when
b. below applies. If this insurance is pri-
mary, our obligations are not affected
unless any of the other insurance is also
primary. Then, we will share with all that
other insurance by the method described
in c. below._
4 b. Excess Insurance
This insurance is excess over.
(1) Any of the other insurance, whether
primary, excess, contingent or on
any other basis:
(a) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work ";
(b) That insures for direct physical
loss to premises rented to you
or temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased by
you to cover your liability as a
tenant for "property damage" to
premises rented to you or tem-
porarily occupied by you with
permission of the owner; or
0
SECTION I - COVERAGE A -
BODILY INJURY AND PROPERTY
DAMAGE LIABILITY.
(2) Any otter primary insurance avail-
able to you covering liability for dam-
ages arising out of the premises or
operations for which you have been
added as an additional insured by
attachment of an endorsement.
When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any claim or
"suit" if any other insurer has a duty to
defend the insured against that claim or
"suit". If no other insurer defends, we
will undertake to do so, but we will be
entitled to the 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 ex-
ceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in
the absence of this insurance; and
(2) The total of all deductible and self -
insured amounts under all that other
Insurance.
We will share the remaining loss, if any,
with any other insurance that is not de-
scribed in this Excess Insurance provi-
sion and was not bought specifically to
apply in excess of the Limits of Insur-
ance shown in the Declarations of this
Coverage Part.
c. Method Of Sharing
If all of the other insurance permits con-
tribution by equal shares, we will follow
this method also. Under this approach
each insurer contributes equal amounts
until it has paid its applicable limit of in-
surance or none of the loss remains,
whichever comes first
If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits. Under this
method, each insurer's share is based
on the ratio of its applicable limit of in-
surance to the total applicable limits of
insurance of all insurers.
(dl If the loss arises out of the main- 6. Premium Audit
tenance or use of aircraft, "au-
tos" or watercraft to the extent
not subject to Exclusion g. of
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952001 Ed. 4 -99 �+^� ham• Q"ny �a•w, as m amuwl bw s .1 Page 12 of 17
0 0
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
This endorsement changes the policy effective on the inception date of the policy
unless another date is indicated below.
ENDORSEMENT EFFECTIVE ON 07/17/06 AT 12:01 A.M. STANDARD TIME,
FORMS A PART OF POLICY NO. PPS34636051 OF THE MARYLAND CASUALTY
COMPANY ISSUED TO TCLA, INC.
SCHEDULE
Person or Organization:
CITY OF NEWPORT BEACH, ITS ELECTED OR APPOINTED OFFICERS OFFICIALS EMPLOYEES
AGENTS OR VOLUNTEERS
Job Description: ON -CALL LANDSCAPE ARCHITECTURAL DESIGN SERVICES
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition
(Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by
the addition of the following:
We waive any right of recovery we may have against the person or organization shown in
the Schedule above because of payments we make for injury or damage arising out of
your ongoing operations of "your work" done under a contract with that person or
organization and included in the "products - completed operations hazard." This waiver
applies only to the person or organization shown in the Schedule above.
SHERRY 4yoLTNG FOR RH /PPIB
(Authorized Representative)
07/12/2006 11:17 • • NO.573 0003
POLICYHOLDER COPY SC
STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142 -0807
COMPENSATION
INSURANCE
FUND CERTIFICATE OR WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 07 -12 -2008 GROUP.
POLICY NUMBER 1153839 -2005
CERTIFICATE ID: 99
CERTIFICATE EXPIRES: 01 -01 -2007
01- 01- 2006/01 -01 -2007
CITY OF NEWPORT BEACH SC
PO BOX 1788
NEWPORT BEACH CA 92858 -8915
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the
California Insurance Commissioner to the employer named below for the policy period indicated.
This policy is not subject to cancellation by the Fund except upon30 days advance written notice to the employer,
We will also give you SOdays advance notice should this policy be cancelled prior to its norrnal expiration.
This oerdficato Of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded
by the policy listed herein Notwithstanding any requirement, term or condition of any contract or other documerrt
with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance
afforded by the policy described herein is subject to all the terms, exchuions, and conditions, of such policy.
t111 RE2214TAT CPRESIDENT
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS. $1,000,000 PER OCCURRENCE.
ENDORSEMENT #1600 - JOSEPH A. VARONIN P,S T - EXCLUDED.
ENDORSEMENT #2085 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 01 -01 -2004 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY.
ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 20W -07 -12 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME:
CITY OF NEWPORT REACH
EMPLOYER
TOTAL CONCEPT LANDSCAPE ARCHITECTURE INC. SC
27905 SMYTH OR
VALENCIA CA 91355
C
M.1 -051 PRINTED i 07� 2 -2006
JUL -24 -2006 14:14 FROM: TO 9496443316
Fax #:
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Reach
P. 1'1
This checklist is comprised of requirements as outlined by the City of Newport Beach.
Date Received: �� D 3L Dept./Contact Received From: 'PA'aw. -ti 0
Date Completed: .L Sent to: dF A,,.,, By:
Company /Person required to have certificate:
GENERAL LIABILITY
A.
INSURANCE COMPANY:
B,
AM BEST RATING (A: VII or greater AAA
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in Calltomia?
Yes
❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
qrl A+ > /ir
R %io%l
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?
If Yes
❑ No
G.
PRIMARY & NON- CONTRIBUTORY WORDING (Must be included):
Is it included?
ea
No
H.
CAUTION! (Confirm that loss or liability of the named insured is not
"solely
limited solely by their negligence) Does endorsement include by
negligence" wording?
❑ Yes
No
1.
NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of
cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording.
U. AUTOMOBILE LIABILITY
A. INSURANCE COMPANY:
B. AM BEST RATING (A: VII or greater): I9 XV" y
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in Califomia? es ❑ No
D. LIMITS (Must be $1M min. BI & PD and $500,000 UM): What is limits provided?
E. ADDITIONAL INSURED WORDING TO INCLUDE (The City its
officers, officials, employees and volunteers): Is it included? Yes ❑ No
F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers nly):
Is it included? t1 /Q- ❑ 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.
III. WORKERS' COMPENSATION
A. INSURANCE COMPANY: r"4
B. AM BEST RATING (A. VII or greater): N haAw
C. LIMITS: Statutory
D. WAIVER OF SUBROGATION (To include): Is it included? ❑ Yes
HAVE ALL ABOVE REQUIREMENTS BEEN MET? /i / V_'W_ ❑ Yes 0 No
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
J
E
0
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
0 0
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.
0
0 0
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.
VA
0 0
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.
3
• • i
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.
9
i •
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.
LI
4`
0 0
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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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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0 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
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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