HomeMy WebLinkAboutC-4815 - PSA for Newport Beach Central Library Retro-CommissioningI
PROFESSIONAL SERVICES AGREEMENT
WITH GLUMAC FOR
NEWPORT BEACH CENTRAL LIBRARY RETRO- COMMISSIONING
\' THIS AGREEMENT FOR I�ROFESSI NAL SERVICES ( "Agreement") is made
and entered into as of this ate-" day of t� , 2013 ( "Effective Date") by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and GLUMAC, a California corporation ( "Consultant'), whose address is 617 W. 7�'
Street, Suite 500, Los Angeles, California 90017 and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to oversee the Newport Beach Central Library
Retro- Commissioning to make the building systems (HVAC, etc.) run more
efficiently ('Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project shall be Steven
Carroll.
E. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Consultant shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1 .1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) 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.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand- delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Consultant's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subconsultant
fees, shall not exceed Fourteen Thousand Seven Hundred Fifty Dollars and 00 /100
($14,750.00) without prier written authorization from City. No billing rate changes shall
be made during the term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
GLUMAC Page 2
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
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5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Steven Carroll to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to the City.
This Agreement will be administered by the Public Works Department,
Peter Tauscher, Associate Civil Engineer or his designee, shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or his designee shall represent City in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
GLUMAC Page 3
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement; all applicable federal, state
and local laws; and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
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9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents 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 breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials 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).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence 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
Gl_UMAC Page 4
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
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It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and progress
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
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Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any 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 subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
GLUMAC Page 6
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and /or viewable with Adobe Acrobat.
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All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Consultant's Documents provided under this
Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his /her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
GLUMAC Page 7
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
25.1 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 foreseeabiy be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeabiy financially affect such interest.
25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Peter Tauscher, Associate Civil Engineer
Public Works
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644 -3316
Fax: 949 - 644 -3318
26.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Steve Carroll
GLUMAC
617 W. 7th Street, Suite 500
Los Angeles, CA 90017
Phone: 213 -239 -8866
Fax: 213- 239 -8816
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. The Consultant and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Consultant shall be required to file
any claim the Consultant may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
Within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.4 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.
29.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.6 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.
29.7 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.
29.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.9 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, age or any other impermissible basis under law.
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29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
GLUMAC Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICI
By:. Z <2
Aarorf/C. Harp
City Attorney
ATTEST:
Date: /
By: CSC i�
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: 3—
By: A ,
David A. Webb
Public Works Director
CONSULTANT: GLUMAC, a California
corporation
Date:
President Vice
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
GLUMAC Page 12
EXHIBIT A
SCOPE OF SERVICES
Glumac will act as the Commissioning Authority and will oversee and participate in the commissioning
process to assist in ensuring that the Building's Automation Systems and related mechanical and
electrical systems are functioning as intended.
Glumac wilt develop and utilize a commissioning plan that will be used throughout the
commissioning process.
a Glumac will review on the existing mechanical plans, spec and Contract documents and comment
that they are accurate and that the spec provided can be performed with the existing system.
Glumac will provide an Engineer's Estimate for the bid items.
Glumac will attend the SCE certification class.
Glumac will provide HVAC Testing and Balancing Specifications to be included with the contract
drawings.
Glumac will provide General Commissioning Specifications to be included with the contract
drawings.
Glumac will attend the Pre -Bid Site Walk and respond to bid questions relating to Cx
specifications and scope and conduct a review and comment on the bid packages created by
Controls Contractor.
Glumac will review the contractor submittals to verify that Building Automation System conforms
with the Design Intent
Glumac will verify that the installation and performance of Building Automation System meet the
project requirements.
• Glumac will conduct regularly scheduled Commissioning Site Observations throughout the
duration of the project. Construction progress and installation will be reviewed and a Site
Observation Report submitted after each visit. We anticipate four (4) site visits.
• Glumac will develop f=unctional Testing Procedures to be carried out by the controls
contractor, witness and record the results. The Functional Test Results will be evaluated to
ensure that the Building Automation Systems is functioning in accordance with the Project
Requirements. We are anticipating five (5) full days to test the system.
Glumac will complete a commissioning report which will include at a minimum:
• An Executive Summary with results of the Commissioning Process including observations,
conclusions and any outstanding items.
• A Commissioning Issue Log identifying deficiencies discovered during the commissioning
process, how they were resolved and any seasonal testing scheduled for a later date.
• System performance test results including the Functional Test Results.
The following is a list of proposed systems to be commissioned under this scope of work:
Building Automation Systems (Includes the functionality of the Heating, ventilating, and air
conditioning (HVAC) systems).
Lighting Controls (If included in the Building Automation System.
GLUMAC Page A-1
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The following assumptions are made in the preparations of this proposal:
1. The Owner/Architect will provide the design documents (drawings and specifications) for our
work.
2. The Owner/Architects will provide the contractors' submittal documents, test and balancing data,
and other required documents.
3. We include the use of digital photography with the Commissioning report in order to describe
existing conditions and identify O&M requirements.
4. We anticipate that the work will be performed during normal business hours.
GLUMAC Page A-2
EXHIBIT B
SCHEDULE OF BILLING RATES
PROFESSIONAL FEES
You will be invoiced monthly as a percentage complete against the following fixed fee:
Commissioning Services
Retro -Commissioning $14,500.00
Total Commissioning Fee $14,500.00
(Fourteen Thousand Five Hundred Dollars)
In addition to the above fee, you may be invoiced for reimbursable expenses totaling up to $250.00.
Reimbursable expenses include air travel, mileage, rental car, lodging and per diem, CAD plots (at our
blueprint service provider's rates), printing (at Kinko's rates) and messenger service. Terms & Conditions
GLUMAC Page B-1
Commissioning Authority
$180
Integrated Design /
LEED Consulting
$100-$170
Commissioning Agent
$150
Energy Analysis
$110-$160
Commissioning Technician
$125
CFD Analysis
$120-$200
Commissioning Coordinator
$100
Lighting Design
$110-$160
Project Designer
$100-$160
Technology Integration
$130—$180
BIM
$105-$165
Design
Principal
$225
Project Coordinator
$100
Associate Principal
$205
Project Administrator
$80
Project Manager
$160-$200
Project Assistant
$70
Project Engineer
$140-$190
Construction Manager
$130-190
Project Designer
$100-$160
BIM
$105-$165
CAD
$75-$105
Drawing Plots & Prints (Color/Bond)
Travel, Lodging, Transportation
Printing, Reproduction, Photography
Mileage
Reimbursable Mark-up Fee (on all expenses)
At cost (prevailing printer rates)
At cost
At cost
At prevailing IRS Rate/Mile
10%
GLUMAC Page B-2
EXHIBIT C
1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1.1 Provision of Insurance. Without limiting Consultant's indemnification of
City, and prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees to
provide insurance in accordance with requirements set forth here. If Consultant uses
existing coverage to comply and that coverage does not meet these requirements,
Consultant agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
1.3.1.1 Consultant shall submit to City, along with the certificate
of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of 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 each accident.
GLUMAC Page C-1
1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the effective date of this agreement and Consultant
agrees to maintain continuous coverage through a period no less than three years after
completion of the services required by this agreement.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self-insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Aqreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
1.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of the Agreement to change the amounts and types of
insurance required by giving the Consultant sixty (60) days advance written notice of
GLUMAC Page C-2
such change. If such change results in substantial additional cost to the Consultant, the
City and Consultant may renegotiate Consultant's compensation.
1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges
and agrees that any actual or alleged failure on the part of the City to inform Consultant
of non - compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
1.5.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1,5.5 Self- insured Retentions. Any self - insured retentions must be
declared to and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be
considered to comply with these requirements unless approved by City.
1,5.6 City Remedies for Non Compliance If Consultant or any
subconsultant fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Consultant's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Consultant or reimbursed by Consultant upon
demand.
1.5.7 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Consultant's Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the Work,
GLUMAC Page C -3
CERTIFICATE OFINSURANCE
`^^"~~~^^°—^`°"
This checklist i$ comprised of requirements onoutlined bv the City m@ Newport Beach. u
Date Received: Decd���onbsc1ReooivodFrnnn� Tania
Date Completed: 12 Sent to: Tania By: Deur
Company/Person required b} have certificate: Glumac
Type of contract:
l GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 11/1/12 to 11/1/13
& INSURANCE COMPANY: 8Lllu
B� AM BEST RATING (Ar: VII orgnaateh: A+;
C� ADMITTED Company (Must be California Adnmithed):
INSURANCE COMPANY: RLIInsurnnceCornp
|n Company admitted inCalifornia?
ZYe* [I No
D. LIMITS (Must bo$1Morgreeter): What ia limit provided?
E. ADDITIONAL INSURED ENDORSEMENT ~ please attach
RYes El No
F� PRODUCTS AND COMPLETED OPERATIONS (Must
include): |oitincluded? (completed Operations giotusdoes
MY$s El No
not apply to Waste Haulers o,Recreation)
Yen No
S� ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
0Yea El No
H, ADDITIONAL INSURED WORDING Tn INCLUDE (The City
(What im limits provided?)
its officers, officials, employees and vo|untoero):|sit
F.
included?
ZYeo No
| PRIMARY & NON-CONTRIBUTORY WORDING (Must bn
Haulers only):
included): |oitincluded?
0Yea El No
J. CAUTION! (Confirm that loss or liability nf the named insured
Fl N/A [lYpg 0 N
in not limited solely by their negligence) Does endorsement
NOTICE OFCANCELLATION:
include "solely by negligence" wording?
El Yes HNo
K. ELECTED 3CK8AF COVERAGE (RECREATION ONLY):
ZN/A El Yes El No
L. NOTICE [)FCANCELLATION:
El N/A 0Yeo EIN^
O. AUTOMOBILE LIABILITY
EFFECTR/E/EKP)R/T|ON[V\TE: 11/1/12 to 1111/13
A,
INSURANCE COMPANY: RLIInsurnnceCornp
B�
AM BEST RATING (A`: VII orgreater) A+
C.
ADMITTED COMPANY (Must he California Admitted):
}o Company admitted inCalifornia?
MY$s El No
D�
LIMITS '|f Employees (Must be$1&1 min. B|&PD and $5uO.OVO
UM,$2M min for Waste Hau|ars): What ie limits provided?
E
LIMITS Waiver of Auto insurance / Proof of coverage (if individual)
(What im limits provided?)
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
RN0\ El Yes El No
C.
HIRED AND NON-OWNED AUTO ONLY:
Fl N/A [lYpg 0 N
H,
NOTICE OFCANCELLATION:
El NIA 0Yes El No
Ill. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 11/1/12 to 11/1/13
A.
INSURANCE COMPANY: RLI Insurance Company
B.
AM BEST RATING (A-: Vil or greater): A+;X
-E]
C.
ADMITTED Company (Must be California Admitted):
Yes
No
D.
WORKERS' COMPENSATION LIMIT: Statutory
Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
E Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
0 N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ NIA M Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
r rIWII**Iyl 40*6111HOW114,11 II&I -141wZ161411a
07MM
Approved:
4/2/13
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
Date
❑ N/A Z Yes ❑ No
20=101=101W6
0 Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non-admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $_) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approvallexception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
CERTIFICATE OF INSURANCE
CHECKLIST
r; r, "
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 3/21/13 Dept. /Contact Received From: Tania
Date Completed: 3/29/13 Sent to: Tania By: Renee
Company /Person required to have certificate: Glumac
Type of contract:
All Other
1. GENERAL LIABILITY
EFFECTIVE /EXPIRATION DATE: 11/1/12 to 11/1/13
A.
INSURANCE COMPANY: RLI Insurance Company
_.._ _..
B.
AM BEST RATING (A-: VII or greater): A +; X
C.
ADMITTED Company (Must be California Admitted):
D, LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
Is Company admitted in California?
(Z Yes ❑ No
D.
LIMITS (Must be $1M or greater): What is limit provided?
$1,000,000 / $2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
(What is limits provided ?)
N/A
include): is it included? (completed Operations status does
F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
® N/A
❑ Yes
COMPLETED OPERATIONS ENDORSEMENT (completed
G. HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
23 Yes
❑ No
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON - CONTRIBUTORY WORDING (Must be
included): Is it included?
Z Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE /EXPIRATION DATE: 1111/12 to 11/1/13
A. INSURANCE COMPANY: RLI Insurance Comnanv
B. AM BEST RATING (A- : VII or greater) A +; X
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
Yes
❑ No
D, LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided ?)
N/A
F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A
❑ Yes
❑ No
G. HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
❑ Yes
® No
H. NOTICE OF CANCELLATION:
❑ N/A
23 Yes
❑ No
YVORKER6`CDK8PENSAJ|ON
EFFECTNE/[XP [RATION DATE: 1111/12tn1711/13
A.
INSURANCE COMPANY: Insurance Comp�jnj
B.
AM BEST RATING (A-: VII u/gneated: A+;}{
C�
ADMITTED Company (Must be California Admitted):
0Yes
El No
D.
WORKERS' C0Kx PEN 9AT|ONLIMIT: Statutory
Z Yes
FlNn
E.
EMPLOYERS' LIABILITY LIMIT (Must bv$1PNorgreater)
F.
WAIVER 0F SUBROGATION (To inoiude): |mitinc|uded?
�QYea
FlNo
G.
SIGNED W}RKERS'COMPEMSAT|ON EXEMPTION FORM:
JZ NIA Fl Yes
FlNo
Ht
NOTICE OFCANCELLATION:
El N/A N Yes
F-1No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
iv. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
4/2f 13
Agent ufA||iant Insurance Services Date
Broker of record for the City of Newport Beach
El N/A 0Yes F-1 No
0NIA El Yes El No
RISK MANAGEMENT APPROVAL Nun^adn:itted carrier rated less than
Self Insured Retention or Deductible greater than $ --------- N/A E] Yes [] No
Reason for Risk Management approval/exception/waiver:
Risk Management
* Subject to the terms of the contract.
Date
c�
PROFESSIONAL SERVICES AGREEMENT WITH
GLUMAC FOR NEWPORT BEACH LIBRARY
RETRO - COMMISSIONING SERVICES
THIS AGREEMENT FO PROFESS N L SERVICES ( "Agreement ") is made
and entered into as of this,�day 2010, by and between the
CITY OF NEWPORT BEACH, a Ca ifomia Munici Corporation ( "City "), and
GLUMAC, a California corporation ( "Consultant "), whose address is 18200 Von Karman
Avenue, Suite 100, Irvine, CA 92612 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 plans to retro- commission the Newport Beach Public Library. Retro-
commissioning is a systematic, documented process that identified low -cost
operational and maintenance improvements in existing buildings and brings the
buildings up to the design intentions of its current usage.
C. City desires Consultant to provide retro- commissioning services and ensure that
the building's mechanical and electrical systems are performing as intended to
meet current needs and sustainability requirements ( "Project ").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Steve
Carroll.
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 December 31, 2011 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of Services
attached hereto as Exhibit A and incorporated herein by reference ( "Work" or
i.
"Services "). The'City may elect to delete certain tasks of the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of Services under this Agreement and the
Services shall be performed to completion in a diligent and timely manner. The failure
by Consultant to perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due to
causes beyond Consultant's reasonable control. However, in the case of any such
delay in the Services to be provided for the 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 either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a time and expense not -to- exceed basis in
accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Nineteen Thousand, Two
Hundred Fifty Dollars and no /100 ($19,250.00) without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.1 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name
of the person who performed the Work, a brief description of the Services
performed and /or the specific task in the Scope of Services to which it
relates, the date the Services were performed, the number of hours spent
on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty
(30) days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
Professional Services Agreement Page 2
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
Services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any Work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Steve Carroll 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.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. Steve Badum,
Public Works Director, or his designee, shall be the Project Administrator and shall have
the authority to act for City under this Agreement. The Project Administrator or his
authorized representative shall represent City in all matters pertaining to the Services to
be rendered pursuant to this Agreement.
Professional Services Agreement Page 3
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. By
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, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, 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
Professional Services Agreement Page 4
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 its principals, officers, agents, employees, vendors, suppliers,
subconsultants, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable or any or all of them.
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 attomey'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.
Professional Services Agreement Page 5
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her duly
authorized designee informed on a regular basis regarding the status and progress of the
Project, activities performed and planned, and any meetings that have been scheduled or
are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of
Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement, policies of insurance of the type and amounts described below and in
a form satisfactory to City.
A. Proof of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Consultant shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work
hereunder by Consultant, his agents, representatives, employees or
subconsultants. The cost of such insurance shall be included in
Consultant's bid.
B. 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.
C. Coverage Requirements.
i. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and
Employer's Liability Insurance (with limits of at least one million
dollars ($1,000,000)) for Consultant's employees in accordance
with the laws of the State of California, Section 3700 of the Labor
Code In addition, Consultant shall require each subconsultant to
similarly maintain Workers' Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the
Professional Services Agreement Page 6
State of California, Section 3700 for all of the subconsultant's
employees.
Any notice of cancellation or non - renewal of all Workers'
Compensation policies must be received by City at least thirty (30)
calendar days (ten (10) calendar days written notice of non-
payment of premium) prior to such change.
Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
Work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each accident.
iv. Professional Liability (Errors & Omissions) Coverage. Consultant
shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement, in the
minimum amount of one million dollars ($1,000,000) limit per claim
and in the aggregate.
D. Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following provisions:
i. Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a
loss. Consultant hereby waives its own right of recovery against
City, and shall require similar written express waivers and
insurance clauses from each of its subconsultants.
ii. Enforcement of Contract Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of the City to
inform Consultant of non - compliance with any requirement imposes
Professional Services Agreement Page 7
no additional obligations on the City nor does it waive any rights
hereunder.
iii. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type.
iv. Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10)
days notice is required) or nonrenewal of coverage for each
required coverage.
E. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement.
F. 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
City and Consultant agree that subconsultants may be used to complete the Work
outlined in the Scope of Services. The subconsultants authorized by City to perform
Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to
City for all acts and omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. The City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
Professional Services Agreement Page 8
establishing a duty of care between the subcontractor and the City. Except as
specifically authorized herein, the Services to be provided under this Agreement shall
not be otherwise assigned, transferred, contracted or subcontracted out without the
prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents "), prepared or caused to be prepared by Consultant, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Consultant
or any other party. Consultant shall, at Consultant's expense, provide such Documents
to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Consultant
will be at City's sole risk and without liability to Consultant. Further, any and all liability
arising out of changes made to Consultant's deliverables under this Agreement by City
or persons other than Consultant is waived against Consultant and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and communications
that result from the Services in this Agreement, shall be kept confidential unless City
authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Consultant's drawings and specifications provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Consultant shall allow inspection
of all Work, data, Documents, proceedings and activities related to the Agreement for a
Professional Services Agreement Page 9
period of three (3) years from the date of final payment to Consultant under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his/her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the Work performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for immediate termination of this
Agreement by City. Consultant shall indemnify and hold harmless City for any and all
claims for damages resulting from Consultant's violation of this Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this Agreement
shall be given in writing, 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:
Professional Services Agreement Page 10
Attn: Steve Badum
Public Works Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3131
Fax: 949 -644 -3318
All notices, demands, requests or approvals from CITY to Consultant shall be addressed
to Consultant at:
Attention: Steve Carroll
GLUMAC
18200 Von Karman Avenue, Suite 100
Irvine, CA 92612
Phone: 949 - 833 -8190
Fax: 949 - 833 -0252
26. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, that party shall be deemed in default
in the performance of this Agreement. If such default is not cured within a period of two
(2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting parry fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the
nature of such default and the steps necessary to cure such default, and thereafter
diligently take steps to cure the default, the non - defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole discretion and
without cause, of terminating this Agreement at any time by giving seven (7) calendar
days prior written notice to Consultant. In the event of termination under this Section,
City shall pay Consultant for Services satisfactorily performed and costs incurred up to
the effective date of termination for which Consultant has not been previously paid. On
the effective date of termination, Consultant shall deliver to City all reports, Documents
and other information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
Professional Services Agreement Page 11
28. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state, county
or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared
by Consultant shall conform to applicable City, county, state and federal laws, rules,
regulations and permit requirements and be subject to approval of the Project
Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and agreements
of whatsoever kind or nature are merged herein. No verbal agreement or implied
covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
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.
Professional Services Agreement Page 12
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.
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: CITY OF NEWPORT BEACH,
OFFICE OF THE CITY ATTORNEY A California municipal oration
By. 11/7-A ho By:
Leonie Mulvihill .�ooA adum, Public Works Dept.
Assistant City Attorney ` l` it for
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/ City Clerk
_
CONSULTANT: GLUMAC, a California
corporation
By: \ AfY —
chard Holzer
_.
By:
Angel Sh ehan
Chief cial Officer
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Professional Services Agreement Page 13
m
co-
William Hahn
r 9 CW Driver
September 23, 2010
Page 2
RETRO- COMMISSIONING SERVICES
FEE PROPOSAL
J NEWPORT BEACH PUBLIC LIBRARY
PROPOSED SCOPE OF SERVICES
Glumac will act as the Commissioning Authority and will oversee the retro- commissioning
(RCx) process, ensuring that the building's mechanical and electrical systems are performing
as intended to meet the current needs and sustainability requirements.
Our scope -of- services and commissioning approach is based on the approach described in the
LEED -EB Operation and Maintenance Reference Guide, the Federal General Services
Administration Model Commissioning Plan and Guide Specifications (Version 2.05) and the
ASHRAE document, The HVAC Commissioning Process, ASHRAE Guideline 0 -2005, as well
as the Glumac commissioning experience.
Glumac will coordinate and lead the following retro- commissioning activities:
► Document the current sequence of operation for the building
► Assist in the development of a comprehensive building operation plan that provides
details on how the building is to be maintained. The operations plan will include at
a minimum occupancy schedules, equipment run -time schedules and design set
points for all HVAC equipment.
► Develop a system narrative that briefly describes the mechanical and electrical
systems and equipment stated in the building operation plan.
► Develop a narrative of preventive maintenance plan for equipment described in the
systems narrative. Document the preventive maintenance schedule during the
performance period.
► Conduct an ASHRAE Level I energy audit. Utility bills are collected for a 12 to 36
month period to allow the auditor to evaluate the facility's energy /demand rate
structures, and energy usage profiles.
► Develop a retro- commissioning plan for carrying out the testing of all building
systems to verify that they are working according to the specifications of the
building operation plan.
► Conduct in -depth interviews with facility operating personnel to provide a better
understanding of major energy consuming systems as well as insight into variations
in daily and annual energy consumption and demand.
► Implement the retro-commissioning plan, documenting all results.
► Glumac will provide a report that includes:
► The results of the testing of the systems listing deficiencies that need to be corrected
in order to have the systems function according to the building operation plan.
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PROFESSIONAL FEES
You will be invoiced monthly as a percentage complete against the following fixed fees:
Retro- Commissioning Services $19,250.00
(Nineteen Thousand Two Hundred Fifty Dollars
REIMBURSABLES
In addition to the above fee, you will be invoiced for reimbursable expenses plus a 10% carbon
offset fee. Reimbursable expenses include mileage, CAD plots (at our blueprint service
providers rates), printing (at FedEx Office rates) and messenger service.
The carbon offset fees are applied to Glumac's "Carbon Neutral" program.
TERMS AND CONDITIONS
The following Terms and Conditions shall be incorporated into the Engineering Fee Proposal
and become effective upon proceeding with the Scope of Work.
1. ment: All fees and other charges will be billed to Client mont all be due
an p within 30 days from the date of invoic etmore, Client agrees to
pay Glumac ( "G late payment a charge, which will be computed at the
periodic rate of 1.00% per mo will be applied to any unpaid balance
commencing 30 days receipt of the o invoice provided Client does not
dispute any c es included in the invoice. In the e ��e Client disputes any
charges, ' will notify Glumac in writing within 10 days from tFJL�d of billing of the
particular it that is alleged to be incorrect, and such amounts will be a cted from
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William Hahn
CWDriver
September 23, 2010
Page 3
V►
The breakdown of energy use in the building. Additional metering of specific
data.
\T
energy- consuming systems is performed to supplement utility
0
List the operating problems that affect occupants' comfort and energy use, and
develop potential operational changes that will solve them. Provide a savings and
cost analysis of low- cost/no -cost measures.
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List potential capital- intensive improvements that require more thorough data
t r
collection and analysis, along with an initial judgment of potential costs and savings
The following systems are included in this scope of work.
HVAC Systems including:
m
Air Handlers and Ductwork
g
Heating Hot Water Systems
Exhaust Fans
Variable Air Volume boxes
Building Automation Control System
Domestic Water Systems (water heaters, fixtures, infrastructure)
PROFESSIONAL FEES
You will be invoiced monthly as a percentage complete against the following fixed fees:
Retro- Commissioning Services $19,250.00
(Nineteen Thousand Two Hundred Fifty Dollars
REIMBURSABLES
In addition to the above fee, you will be invoiced for reimbursable expenses plus a 10% carbon
offset fee. Reimbursable expenses include mileage, CAD plots (at our blueprint service
providers rates), printing (at FedEx Office rates) and messenger service.
The carbon offset fees are applied to Glumac's "Carbon Neutral" program.
TERMS AND CONDITIONS
The following Terms and Conditions shall be incorporated into the Engineering Fee Proposal
and become effective upon proceeding with the Scope of Work.
1. ment: All fees and other charges will be billed to Client mont all be due
an p within 30 days from the date of invoic etmore, Client agrees to
pay Glumac ( "G late payment a charge, which will be computed at the
periodic rate of 1.00% per mo will be applied to any unpaid balance
commencing 30 days receipt of the o invoice provided Client does not
dispute any c es included in the invoice. In the e ��e Client disputes any
charges, ' will notify Glumac in writing within 10 days from tFJL�d of billing of the
particular it that is alleged to be incorrect, and such amounts will be a cted from
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William Hahn
CW Driver
September 23, 2010
Page 4
the ilt n t suc divputeis sei e e pa ymenl
service c sf apply to dispute a less such amounts were
disputed in bad faith.
2. Additional Services: Should Glumac's original Scope of Work change, or additional
services be requested by Client, a written request for additional services will be
forwarded by Glumac to Client. The terms and conditions of this Agreement shall
apply to all additional services provided by Glumac for Client.
3. Independent Contractor: The relationship of Glumac to Client shall at all times be
that of an independent contractor. Glumac shall not be liable for the acts of Client or
its agents in performing Work, except in the case of damages or injuries directly
caused by Glumac or its agents.
4. Delays:
a. Schedule Delays: Glumac agrees to put forth its professional efforts to
perform its services in a manner consistent with the agreed upon schedule.
However, the Client understands that Glumac's performance must be governed
by sound engineering practices. Additionally, Glumac is not responsible for
delays in Client planning or construction schedules, failure of Client to furnish
timely information or documents, or to approve or disapprove Glumac work
promptly by reason of delay or faulty performance by Client, other contractors,
or governmental agencies, or any other causes beyond Glumac's reasonable
control.
b. Retest Delays: Glumac has allowances to include a total of two retests (site
visits) in our fee.
5. Submittal Review: Glumac shall review and take appropriate action on shop
drawings, product data, samples, and other submittals required by the Contract
Documents. Such review shall be solely for general conformance with the design
concept and general compliance with the Contract Documents. It shall not include
review of quantities, dimensions, weights or gauges, fabrication processes,
construction methods, coordination with the work of other trades, or construction
safety precautions, all of which are the sole responsibility of the contractor. Glumac
review shall be conducted with the reasonable promptness consistent with sound
professional practice. Review of a specific item shall not indicate acceptance of an
assembly of which the item is a component. Glumac shall not be required to review
and shall not be responsible for any deviations from the Contract Documents not
clearly noted by the contractor, nor shall Glumac be required to review partial
submissions or those for which submissions for correlated items have not been
received.
6. mination for Conven tther Glumac or Client mate this
Agreem n time with orh hou e u on giving the other pa t (10)
calendar days prior notice. Glumac shal a request For payment L`
services rendered and all costs ed up to the date of to on. The Client shall,
within (10) days of receiving Glumac s the
for payment, pay G s unpaid
costs in accordance with the compensation pro s of this Agreement.
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William Hahn
CW Driver
September 23, 2010
Page 5
7. demnify CI se: Client sha old harmless, indem ' and defend umac's
p ' cipals, emplo es, and consult s from any damage, ili[y or cost eluding
reas able attorney ees and costs o fence) to the extent sed by Clien '
neglige cis, errors or scions in the p ormance of professi al services er
this Agreem or caused b any of Client's s onsultants or anyo for whom
Client is legally liable.
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8. imitation of 'ability. Client a ees to limit mac liabili to the Client, a to all
c struction con ctors an ubcon tors on the p 'ect, due to lumac's neglig t
acts, rrors or omi 'ons, such at the t t aggregate ]t 'lity of G ac to all those
name Il not exc Clumac's tat fee professional ces.
9. Entire Agreem t: This A ement coma all terms an nditions agre�o�d by
e parties hereto, d no other cements, or or otherwise, arding he subje
ma of this Agree shall be ed to exi or bind any of ries hereto.
10. odifications: o chan modification, mendment to this reement will be
va ' unless agre to by bot the rties he in 'ting.
11. S cessors an �Assign %and greem n all ipnure top enefit of an all be
bin g upon eereto ands arties arts successors,
xeeu , adm
1 Severability: n t he ev t any clause or rtion thereof in Agreement deemed
valid or unen rceab! b a court or arbitra r ofcompetent nsdiction, the that
cl se or portion ere f sha be treated as ICI ere omitted at time of exec on,
and emaim to s of this ment shall ive and be en able.
13. rbitration: t is recommende at any disp es, claims and o e atters of
q stion ari$n ut of or relating to is Agreem t or breach t ereo shall firs\Of
me ' ation. hou mediation prove t e ineffectl e, the parti shall ter into
arbit lion i the that the project is ns[mcted, accord nee with e rolee
Am bitratio ssociation, and the ward ren d b the arbitrat sh ll be
fiinal an ding on all es, and may be e ed as judgment by any cou f
competent jurisdiction.
14. ttorney's s: In the ev a ' regarding the p ation or e forcement o y provisi ent, a prevailing part hall be en 'tied
to eimburs _in y the oth easona attorney's fees, ling fees, d
an other vests ore ense rred in th esolu ion of sue s ute,
incl ing eazings, tri peats.
15. vernm L v: The laws of the St a that the pro is constructed i ovem the
va Wily o this A eement, its interpret -on and pe o nce. Any litigatio arisin in
any from this reemerrt shall be bro ht in t e co f thayState.
16. Tits: The titles /ed in%s Agreement ere for
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William Hahn
°9 CW Driver
September 23, 2010
Page 6
- 1 Owner's Term : Any terms and conditions set forth or ferenced in Owner'
purchase Ord uisition or other ce orauthorizafio o proceed are i ppl able
o the servie s pro ed under this propos or any related a ment, exc t when !�
s ciftcaI accepted conf1 ed in writin Glu c.
18.0 Uand tands: at the duties and r onsibilities of the esign Professional
,,,.. and ement n my to Owner. a ties and respo i ities of Design
r Pronot a end any third party inc ding, witho limi 'ons, th
V sucssi s of O any co dominiu nit ow rs associa or any
indi her. There are n trd party benefict es of any kind for any
reasreement.
2 This proposal shall be valid for a period of ninety (90) days from the date of proposal
submittal.
Upon authorization, we will proceed with the scope of work detailed above unless
notified of any changes in writing. Please endorse and return one copy of this
proposal.
For CLUMAC ForCW Driver
Steve Carroll
Associate Principal
September 23, 2010 Date
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Newport Beach Library Retro- Commissioning Fee Template
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Investigative Phase: Developing Current Sequence of Operations, Building Operations, Naratives, ASHRAE Level 1 Audit
Testing phase: Developing Retro- Commissioning Plan, carrying out plan, testing of systems.
Reporting Phase: Compiling testing information, developing energy efficient' measures, improvement reccomendations.
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Rate
Hours
Fee
Rate
Hours
Fee
I
Rate
Noun
Fee
I
Rate
Hours
Fee
Total
Principal
$175
Cx Project Mgr
$150
1cx Agents
$130
Clerical
$75
Investigative
2
$350
Investigative
30
511500
Investigative
20
$2,600
Investigative
3
$225
$4,675
Testing
2
$350
Testing
22
$3,300
Testing
45
$5,850
Testing
0
So
$9,500
Reporting
3
$525
Reporting
10
$1,500
Reporting
20
$2,600
Reporting
6
$450
$5,075
so
$0
$0
$0
$0
So
$0
$0
$0
$0
Total
7
$1,275
42
$6,300
85
$11,050
9
$675
$19,250
Investigative Phase: Developing Current Sequence of Operations, Building Operations, Naratives, ASHRAE Level 1 Audit
Testing phase: Developing Retro- Commissioning Plan, carrying out plan, testing of systems.
Reporting Phase: Compiling testing information, developing energy efficient' measures, improvement reccomendations.
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CERTIFICATE OF LIABILITY INSURANCE
02/15/2011
02/15/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: B the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 8 SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A Statement on this certificate does not confer rights to the
certificate holder in lieu of such endorSOMWt(s).
PRODUCER
Insurance Office of America, Inc.
CONTACT
NAME:
PaHC °ONFEm Ex: 619.574.6220 F N„ 619.574.6288
E'uAIL
ADDRESS:
DBA IDA Insurance Services
___
P
CUSTOMER ID r:
1775 Hancock Street, Ste. 180
INSURER(S) AFFORDING COVERAGE
NAIC0
San Diego, CA 92110
INSURED
INSURER A: Valley Forge Ins Co
20508
Glumac
INSURER P & C Insurance Co of Hartford
34690
18200 Von Karman Ave., #100
INSURER C: Continental Casualty Co
20443
Irvine, CA 92612
INSURER O: CNA Insurance Companies
PRODOCTS- COMP /OP AGO
$ 2,000,000
INSURER E: Zurich American Ins. CO.
$
INSURER F:
AUTOMOBILE
X
LIABILITY
ANY Auro
ALL OWNED AUTOS
SCHEDI.LED AUTOS
HIRED AUTOS
NON- OWNEDAOTOS
COVERAGES CERTIFICATE NUMBER: Irvine. CA REVISION NUMBER:
THIS IS TO CERTIFY THAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS-
INSR
LM
TYPE OF INSURANCE
ADOL
iNSR
Sue
N1VD
POLtCYNUMBER
D
mmu X
LIMITS
A
GENERAL LIABILITY
X COM3.£RCIP! GENERAL LIABILITY
CI-AIMS-MADE OCCUR
40242070981110112010
I
11/0112011
EACHOCCURRENCE
$ 1,000,00
MI6EGOEa onccurOrence
E 300,000
MEOEXP(". .Pasan)
$ 10,00
PERSONAL 8 ADV IN. Y
$ 1,000.000
GEWPAL AGGREGATE
$ 21000,000
GENL AGGREGATE LIMIT APPLIES PER.
POLICY X JEECCT 7 LOC
PRODOCTS- COMP /OP AGO
$ 2,000,000
$
B
AUTOMOBILE
X
LIABILITY
ANY Auro
ALL OWNED AUTOS
SCHEDI.LED AUTOS
HIRED AUTOS
NON- OWNEDAOTOS
72UECJR902
11/01/2010
11!8112011
COMBINED SINGLE LIMIT
Ea asntlam)
$
1, 000, 000
BODILY INJURY (Pei uemn)
$
eCG10an11
BODILY ITY
$
UR i! QE
PROPERTY DMUGE
IR., mvdenD
$
$
C
UMBRELLA LIAR
EXCESS LIAB
X
OCCUR
CLAIMS-MADE
40242071031110112010
11!0112011
EACHOCCURRENCE
$ 5,000,00
AGGREGATE
$ 5,000,00
DEDUCTIBLE
RETENTION $ 10,00
E
$
D
WORKERS COMPENSATION
ANDEMPLOYIERS'LIABILITY
ANY PROPRIETOR/PARINER/EXECUTIVE YIN
OFFICER/MEMBER EXCLUCED'
(Mantlateryin NH)
If yes. dascn� under
DESCRIPTION OF OPERATION& Dale.,
NIA
402420475
11101!2010
11/01/2011
X WC STATU� OTH-
TORY LIMIT ER
Et EACHACCIDEW
$ 1,000,00
EL DISEASE - EA EMPLOYEE
$ 1,000,000
EL DISEASE - POLICY LIMIT
$ 1,000,000
E
Pro esslonal Lia T ity
laims Made
EOC94323880
08!0112010
08/01M011
$5,000,000 Per Claim /Agg.
$150,000 Deductible
DESCRIPTIONOFOPERATIONSILOCATIONSIVEHICLES (Attach ACORD 101. Addidoual Remmta SChedul e,ifrawe apace Is rewired)
E: NEWPORT BEACH LIBRARY - RETRO- COMMISSIONING SERVICES
he City of Newport Beach, its officers, agents, Employees and volunteers are Additional
nsured per the attached endorsement. Waiver of Subrogation applies as respects the GL, Auto & WC.
FAX
City of Newport Beach
Public Works Department
Attn: Stephen G. Badum
3300 Newport Boulevard
P.O. Box 1768
Newport Beach. CA 92658
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
!G74:Ir7d�1 :737:73 ((�I� �d1�7G7�
ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD
S131 46968A 0106
AM
IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE
ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT.
SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED ENDORSEMENT
WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE
8
BLANKET WAIVER OF SUBROGATION
Architects, Engineers and Surveyors
This endorsement modifies insurance provided under the following
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as
an Insured any person or organization whom you are required to add as an additional insured on this policy
under a written contract or written agreement: but the written contract or written agreement must be
1. Currently in effect or becoming effective during the term of this policy, and
2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury."
B. The insurance provided to the additional insured is limited as follows'
1. That person or organization Is an additional insured solely for liability due to your negligence specifically
resulting from "your work" for the additional insured which is the subject of the written contract or written
agreement No coverage applies to liahility resulting from the snle, negligence of the additional insured
2. The Limits of Insurance applicable to the additional insured are those specified In the written contract or
written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are
inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations.
3. The coverage provided to the additional Insured within this endorsement and section titled LIABILITY
AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the
Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising
out of the "products- Completed operations hazard" unless required by the written contract or written
agreement.
4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage,"
"personal and advertising injury" arising out of an architects, engineers, or surveyor's rendering of or
failure to render any professional services including.
a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports,
eurveys, field nrders. change orders or drawings and speofientions by any architect, enoineer or
surveyor performing services on a project of which you serve as construction manager; or
b. Inspection, supervision, quality control, engineering or architectural services done by you on a project
of which you serve as construction manager.
5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury"
arising out of
a. The construction or demolition work while you are acting as a construction or demolition contractor.
This exclusion does not apply to work done for or by you at your premises.
C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties to The Event of Occurrence, Offense,
Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following:
An additional Insured under this endorsement will as soon as practicable
1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this
SB146968A 0106
insurance;
2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage
Part;
1 Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for
a loss we cover under this Coverage Part; and
4. Agree to make available any other insurance which the additional insured has for a loss we cover under
this Coverage Part.
We have no duty to defend or indemnify an additional insured under this endorsement until we receive written
notice of a claim or "surf' from the additional insured.
D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted
and replaced with the following
2. This insurance is excess over any other insurance naming the additional insured as an insured whether
primary, excess, contingent or on any other basis unless a written contract or written agreement
specifically requires that this insurance be either primary or primary and noncontributing to the additional
insured's own coverage. This insurance is excess over any other insurance to which the additional
Insured has been added as an additional insured by endorsement.
3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional
insured against any "suit" if any other insurer has a duty to defend the additional insured against that
"suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional
insured's 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.
It any, that exceeds the sum of
(a) The total amount that all such other insurance would pay for the loss in the absence of this insurance,
and
(b) 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 described in this Excess
Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in
the Declarations of this Coverage Part
E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners
Common Policy Conditions is deleted and replaced with the following,
2. We waive any right of recovery we may have against any person or organization against whom you have
agreed to waive such right of recovery in a written contract or agreement because of payments we make for
injury or damage arising out of your ongoing operations or "your work" done under a contract with that person
or organization and included within the "products- completed operations hazard."
Policy -,72UECJR9020
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED AND
RIGHTS OF RECOVERY AGAINST OTHERS
This endorsement modifies insurance provided under the following:
GUSINESS AUTO COVERAGE FORM
A. Any person or organization whom you are required by contract to name as additional insured is an
"insured" for LIABILITY COVERAGE but only to the extent that person or organization qualifies as an
g9nsured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE.
B. For any person of organization for whom you are required by contract to provide a waiver of subrogation,
the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable.
Form HA 99 13 0187 Printed in U.S.A.
Policy: 4024204752
G- 19160 -B
CNA(Ed 11/97)
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached
It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two -
Employers' Liability Insurance H. Recovery From Others are amended by adding the following'
We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent
that you perform work under a written contract that requires you to obtain this agreement from us )
PREMIUM CHARGE -
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for
California exposure. The amount is _ %.
Schedule:
City of Newport Beach, its officers, agents, employees and volunteers
G- 19160 -B Page 1 of 1
(Ed 11/97)
INSURANCE OFFICE OF AMERICA
Re: Certificates of Insurance
Enclosed is a certificate of insurance, as requested. If you have questions or require
changes, please feel free to contact our.otlice at (619) 574 -6220, or by fax at
(619) 574 -6288.
In September 2009, ACORD revised the certificate of insurance form and use of the new
form became mandatory on October 1, 2010. Use of the older certificate version would
violate ACORD's licensing agreement. One of the major changes was the removal of the
cancellation notice provision. We are unable to modify the current form for the following
reasons:
• Notice of cancellation has always been a policy right to the first named insured
only regardless of what the certificate of insurance said. Most insurance carriers
are unable to provide the desired cancellation notice because in some
circumstances it would be impossible for them to provide adequate notice. For
example, if a policy holder cancels the policy they can do so immediately — yet
the certificate holder requires 30 days notice.
• Our agency is prohibited from agreeing to send notice of cancellation for the same
reason noted above. In addition, it could be alleged to constitute a
misrepresentation or fraud which could subject our agency to serious civil and
criminal penalties.
We appreciate your understanding of the legal restrictions imposed upon our agency and
the insurance industry as a whole.
Thank you.
IOA Insurance Services
1775 Hancock Street, Suite 180, San Diego, CA 92110
Phone: 619- 574 -6220' Fax: 619-574-6288
Website: www.ioausa.com
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach.
Date Received: 2 -22 -11 Dept. /Contact Received From: Shauna Oyler
Date Completed: 2 -23 -I1 Sent to: Shauna By: Carol
Company /Person required to have certificate: Glumac
1. GENERAL LIABILITY
A.
INSURANCE COMPANY: Valley Forge Ins Co
B.
AM BEST RATING (A-: VII or greater): A; XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
1M / 2M
E.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers)
® Yes ❑ No
F.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
G.
PRIMARY & NON - CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
H.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
❑ Yes ®No
I.
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.
New wording
II. AUTOMOBILE LIABILITY
A. INSURANCE COMPANY: P & C Insurance Co of Hartford
B. AM BEST RATING (A-: VII or greater) A; XV
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? ® Yes ❑ No
D. LIMITS (Must be $1M min. BI & PD and $500,000 UM, $2M min
for Waste Haulers):
What is limits provided? 1,000,000
E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste
Haulers only):
Is it included? N/A ❑ Yes ❑ No
F. 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.
New wording
111. WORKERS' COMPENSATION
A. INSURANCE COMPANY: CNA Insurance Companies
B. AM BEST RATING (A-: VII or greater): A: XV
C. LIMITS: Statutory
D. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
2 -23 -11
Agent of Ailiant insurance Services
Broker of record for the City of Newport Beach
❑ Requires approval /exception /waiver by Risk Management B &B initials
Comments:
Approved:
Risk Management Date
® Yes ❑ No