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HomeMy WebLinkAboutC-5053 - On-Call PSA for Civil Engineering ServicesON -CALL PROFESSIONAL SERVICES AGREEMENT WITH URBAN RESOURCE CORPORATION FOR CIVIL ENGINEERING SERVICES THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is made and entered into as of this T day of T(1INA.AW 201,1., by and between the CITY OF NEWPORT BEACH, a California Municipal poration ( "City "), and URBAN RESOURCE CORPORATION, a California Corporation whose address is 23 Mauchly, Suite 110, Irvine, CA 92618 ( "Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City has a need for on -call assistance for general consulting civil engineering services including entitlement, land planning, grading and drainage design, street and utility infrastructure design, survey and mapping. C. City desires to engage Consultant to perform on -call general consulting civil engineering services throughout the City on an as needed basis ( "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 Jay Ruby. 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, 2013, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall provide "On -Call' civil engineering services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services "). Upon verbal or written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal "). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 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. 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 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 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 telephone, 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 attached hereto as Exhibit B and incorporated herein by reference. 4.2 No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Consultant's compensation for Services URBAN RESOURCE CORPORATION Page 2 performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as approved by the Project Administrator. Total compensation paid to Consultant during the term of this Agreement shall not exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00) without written amendment to the Agreement. 4.2.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person and /or classification of employee who performed the work, a brief description of the Services performed and /or the specific task in the letter proposal to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2.2 City shall reimburse Consultant only for those costs or expenses specifically approved in the Letter Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.2.2.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement and the Letter Proposal, which have been approved in advance by City and awarded in accordance with this Agreement. 4.2.2.2 Approved reproduction charges. 4.2.2.3 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. 4.2.3 Consultant shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Letter Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 5. PROJECT MANAGER 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 Jay Ruby, President 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 URBAN RESOURCE CORPORATION Page 3 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. 6. ADMINISTRATION This Agreement will be administered by the City's Public Works Department. Michael J. Sinacori, P.E., Assistant City 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 an authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 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. 7.1.2 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 or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. URBAN RESOURCE CORPORATION Page 4 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 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, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or the acts or omissions of its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 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, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. URBAN RESOURCE CORPORATION Page 5 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 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. 14.2 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. 14.2.1 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. 14.3 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. URBAN RESOURCE CORPORATION Page 6 14.4 Coverage Requirements. 14.4.1 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 State of California, Section 3700 for all of the subconsultant's employees. 14.4.2 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. 14.4.3 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. 14.5 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. 14.6 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. 14.7 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. 14.8 Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1 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 and insurance clauses from each of its subconsultants. 14.8.2 Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of URBAN RESOURCE CORPORATION Page 7 non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.3 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. 14.8.4 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. 14.8.5 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. 14.8.6 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by URBAN RESOURCE CORPORATION Page 8 Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. 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. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by City in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes the release of information. f'ir �79I'►.I[G]'►.[01:9K6b -1I Any opinion of the construction cost prepared by Consultant represents his judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market URBAN RESOURCE CORPORATION Page 9 conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 04111111111111 V *Is] N oil Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 23. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. URBAN RESOURCE CORPORATION Page 10 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES 27.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Michael J. Sinacori, P.E., Assistant City Engineer PUBLIC WORKS, DEPARTMENT City of Newport Beach PO Box 1768 3300 Newport Boulevard Newport Beach, CA 92658 -8915 Phone: (949) 644 -3342 Fax: (949) 644 -3318 27.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Jay Ruby, President URBAN RESOURCE CORPORATION 23 Mauchly, Suite 110 Irvine, CA 92618 Phone: 949 - 727 -9095 Fax: 949 - 727 -9098 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 URBAN RESOURCE CORPORATION Page 11 reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. 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.). 30. STANDARD PROVISIONS 30.1 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, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.2 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. 30.3 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. 30.4 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. URBAN RESOURCE CORPORATION Page 12 30.5 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. 30.6 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. 30.7 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. 30.8 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. 30.9 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 or age. 30.10 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. 30.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] URBAN RESOURCE CORPORATION Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I By:_ d (T'r AaraO . arp / City Attorney ATTEST: ^ /_ Date: -oCSr' By: . kw- Leilanil. Brown City Clerk Q1) CITY OF NEWPORT BEACH, A California municipal corporation Date: 11 .l � 1 2 on _ By: r (' LL Dave Kiff' City Manager CONSULTANT: URBAN RESOURCE CORPORATION, a California Corporation Date: 17.-1 7 Z-1 n By: Jay Ru ' President Date: o •' /z.3/7 -) ; / By: —�. Martin Agui v Secretary [END OF SIGNATURES] ATTACHMENTS: EXHIBIT A -SCOPE OF SERVICES EXHIBIT B - SCHEDULE OF BILLING RATES URBAN RESOURCE CORPORATION Page 14 EXHIBIT A URBAN RESOURCE :OFIUM:4c civu CKGI:411Ri EXHIBIT A SCOPE OF SERVICES November 29, 2011 Urban Resource Corporation will provide the City of Newport Beach with general consulting civil engineering services for City of Newport Beach projects. Our general services include: entitlement, land planning, grading and drainage design, street and utility infrastructure design, survey and mapping. General types of projects include: infrastructure and utility improvements, parks and recreation facilities, walls and fences, parking lots, residential, commercial or industrial site work, water quality management, erosion control, traffic control plans and land surveying. We will provide services from conceptual design through construction documents. Our team is prepared to provide expertise for the folloxving services: • Entitlement • Tentative Tract Maps and Parcel Maps • Master Plans and Conditional Use Permits • Fire Master Plans • Feasibility Studies • Land Surveying • Topographic Surveys • Construction Staking o Boundary Surveys and Analysis • Easements • ALTA Surveys • Records of Survey • Right of way Dedications o Street Improvements • Street Plan and Profile Design including; new street design, rehabilitation projects, street widening, intersections and pedestrian facilities. • ADA Accessibility Requirements and Design • Signing and Striping • Traffic Control • Street Light Layout 1 23 Mauchly, Suite 110 of, vine, CA 02618 c Phone: 949- 727 -9095 • Fax: 949 - 727 -9098 • www.urbresource.com o Storm Drain and Hydrology • Hydrology Reports and Hydraulic Calculations • Storm Drain mainline and lateral plan and profile design for all types of systems including RCP, open channels, box culverts, and PVC area drain lines. • Water Quality Treatment Facilities • Detention / Retention Basins • Sub -drain Systems o Sewer and Water. Improvement Plans • Plan and profile design for sewer and water mainline improvements • Fire Hydrant design • Underground Fite Line Plans • Jack and Bore Construction o Grading and Drainage o Rough Grading Design for Streets, Mass Graded Pads, Hillside, Building Sites, and Street Sections • Precise Grading Plans for Site Improvements including; parks, parking lots, tot lots, recreation facilities, public plazas, residential, commercial and public building sites. • Specialize in Single Family, Multi- family Condominiums or Apartments and Podium level constriction. • Shoring Plans o Earthwork Calculations u Retaining Walls o Plan and Profile Design for Horizontal and vertical Alignment o Water Quality Management • WQMP (Water Quality Management Plans) • SWPPP (Storm Water Pollution Prevention Plans o Erosion and Sediment Control Plans o Low Impact Design o Technical Data o Cost Estimates o Technical Specifications Construction Support Services • Field Inspections • Certifications (visual and survey) 2 • Bidding Coordination • Response to Contractor RFI's o As -built Plans o Other • USGBC — LEED Certification Process for Engineering Related Items • Condominium Plans • Plan Checking • Value Engineering • 3D modeling and graphics • Traffic Signalization ADVANCE NOTICE REQUIREMENTS Urban Resource is dedicated to providing accurate and appropriate engineering solutions in a timely manner. We understand the importance of meeting a project schedule and budget and we are ready to mobilize on any project with a notice to proceed. If deemed necessary based on the size of a project or its schedule, Urban Resource will secure qualified staff to produce deliverables on a schedule acceptable to the City. Although we would prefer 48 hour notice for surveying requests, we will work closely to the City regarding any field surveying requirements and most can be started the nett working day. IN -HOUSE TECHNOLOGY The design studio at Urban Resource includes the latest civil engineering technologies: • AUTODESK CIVIL 3D 2011 DESIGN SOFTWARE • AES — HYDROLOGY SOFTWARE • WSPGW — HYDRAULIC SOFTWARE • CIVIL DESIGN UNIT HYDROGRAPH SOFTWARE • AUTOTURN TRUCK TURNING SIMULATION SOFTWARE • OCE 9400 -II BLACK AND WHITE PLOTTER, 36 INCH FORMAT (NETWORKED WITH OCB REPROGRAPHICS FOR DIRECT BILLING AND SERVICE) • OCE 9400 -II SCANNER, 36 INCH FORMAT FOR DIRECT INHOUSE PLOTTING OR DIGITAL IMAGES. • HP 5550 N COLOR LASER PRINTER WITH 11X17 PRINTING • PANASONIC DP C262 COLOR PRINTER / COPIER WITH 11X17 PRINTING, PDF SCANNER AND DIGITAL PHOTO CAPABILITIES URBAN 11ESOURCE coss�'L) W[: CIVIL [Nitft;L[MS EXHIBIT B FEE SCHEDULE November 29, 2011 Services will be invoiced montlnly, based upon the percentage of completion of those project services. Urban Resource will perform its services on an hourly not to exceed basis per the following fee schedule: General Office: (Project Manager, Design Engineer, CAD Draftsman and Support Staff. One Man Survey Crew: Two Man Survey Crew: Three .Man Survey Crew: Sub - consultants $115.00 /hour $164.00 /hour $210.00 /hour $250.00 /hour Direct cost + 10% The following items may be considered as reimbursable expenses at the rates illustrated below: • Reprographics (bond prints, mylars, reports, color graphics, etc.: Direct Cost • In -house CAD plotting (through reprographics company billing: Direct Cost • Submittal Fees and Plan Check: Direct Cost These rates will remain in effect through December 31, 2013, at which tune they may change. The new rates will apply only to that portion or work which remains to be completed after December 31, 2013. Contract limits, less amounts invoiced prior to December 31, 2013, will be adjusted according to the new rates. All out -of- pocket expenses, such as filing fees, printing, mileage, and reproduction costs, will be extra and invoiced at our direct cost. Reproduction costs will be billed directly to an owner contract when available. 1 23 Mauclly, Suite 110 o irvine, GA 92618 o Phone: 949- 727 -9095 • Fax: 949 - 727 -9098 0 www.urbresource.com Date TM CGRTRICATE OF UABUTY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOTAFFIRMATNELY 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: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Heffernan Professional Practices Insurance Brokers License No. 0564249 CONTACT Sherry Young NAME: PHONE A/C No,EXit: 714-361.7700 A/C,No 714.367.7701 EMAIL sherryy @heffins.eom ADDRESS: 6 Hutton Centre Dr., Ste 500 Santa Ana, CA 92707 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Travelers Property Casual CoofAm 25674 INSURER B: Hanover American Insurance Co. 36034 Urban Resource Corporation 23 Man011ty, Ste. 110 Irvine, CA 92618 INSURER C: Travelers Casualty & Surety Co 31194 INSURER U. CLAIMS MADE Q OCCUR INSURER 68068161-570TIL11 E: 12/01112 PERSONALSAOVINJURY INSURERF: r.nVFRAGFR CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERMOR 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 SEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SVBfl WV0 POLICY NUMBER POLICY EFF M O POLICY EXP MJW LIMITS h, CA 92658 Newport Beach, GENERALLLUUNUTY EACH OCCURRENCE $1.01MI e OAMAOETORENTEO PREMISES IEa oaanonw) 51000000 X COMMERVALOENERALLIABIUTY MED E%P (MrmePesson) Sto,aw A CLAIMS MADE Q OCCUR 68068161-570TIL11 12/01/11 12/01112 PERSONALSAOVINJURY 51.0001000 GENERALAGGREGATE 52.0001000 GEN'L AGGREGATE UMITAPPUESPER PRODUCTS- COMPtOPAGG S2.000= $ POLICY nX PROJECT 7 LOC AUTOMOBILE UABILRY COMBINED SINGLE LIMT (Ea aaitlen4 Slndln GL BODILY INJURY (Par pessan) 5 A ANY AUTO BODILYINNRY Nor eaJdanp 5 ALLOWNEDAUTOS SCHEDULED AUTOS X HIREDAUTOS X NON -ONMED AUTOS 6806816L570TIL11 12/01/11 12/01112 FRxeEmR'dn DAMAGE 5 S UMBRELLA UAB OCCUR EACHOCCURRENCE $ AGGREGATE S EXCESSLIAB CLAIMSMADE DED I I RETENTION 5 $ B VVORI(EAS COMPENSATION ANDEMPLOYERS'UABILITY YIN ANY PROPRIETOA�PARTNER,E(ECUTAW OFFICER/MEMSEREAVLUDED) (MerwetorynN.H.) WA WZF6926751 -01 12/01111 12101/12 X WCSTATU- O1H TORY UM1OTS ER E.L. EACH ACCIDENT 51.000.000 E.L. DISEASE -EA EMPLOYEE S1.00a= E.L DISEASE -POLICY LLMIT 51.000.000 If ys. desafso under DESCRIPTION OF OPERATIONS baba C Professional Liability 105376426 12101/11 12101112 Per Claim Aggregate $1.000.00° sz.oa0000 DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES ( Aeach ACORD 101, AddiVonal Remarks Schedule, If more space Is required) Projects as on file sMlh the insured including but not lind(ed to On -CRII Professional Services Agreement. A Waiver of subrogation in favor of City ofNewporl Beach, its elected or appointed officers, agents, officials, em to ms and volunteers applies to all PDHCiesWe attached etdorsemcn(s. CERTIFICATE HOLDER CANCELLATION ACORD 26 (2010105) (9T- B-2u10 AUUKLJ DURrLJRAi wN. An ngnis reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Newport Beach EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH Public Works Dept. THE POLICY PROVISIONS. Attn: Angela Liu AUTHORIZED REPRESENTATIVE P.O. Box 1768 h, CA 92658 Newport Beach, ACORD 26 (2010105) (9T- B-2u10 AUUKLJ DURrLJRAi wN. An ngnis reserved. The ACORD name and logo are registered marks of ACORD POLICY NO.: 6806816L570TIL11 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal Injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional Insured for "bodily injury", "property damage" or "personal Injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This Insurance does not apply to the rendering of or failure to render any "professional services ". The limits of Insurance afforded to the additional Insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown In the Declarations for this Coverage Part, whichever are less. This endorsement does not Increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance In COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the Insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such additional Insured which covers such additional insured as a named Insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered Into that "contract or agreement requiring insurance'. But this insurance still is excess over valid and collectible other Insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal Injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring Insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring Insurance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. injury" or "property damage' occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage' occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement Is in effect; and c. Before the end of the policy period CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless otherwise stated. This endorsement effective on 12/01/11 at 12:01 am standard times forms a part of Policy No. WZF8926761 -01 of the Hanover American Insurance Company issued to: Urban Resource Corporation Premium cif any) $ Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2.000% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization ANY PERSON OR ORGANIZATION WITH WHOM YOU AGREE IN WRITING TO WAIVE YOUR RIGHT TO RECOVER AGAINST THEM. YOU MUST AGREE TO THIS WAIVER PRIOR TO THE DATE OF LOSS Job Description: Projects as on file with the insured WC 252 040 84 CERTIFICATE OF INSURANCE CHECKLIST (City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 1 -12 -12 Dept. /Contact Received From: Tania Date Completed: 1 -20 -12 Sent to: Tania By: Joel Company /Person required to have certificate: _ Urban Resource Corporation Type of contract: 1. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 12 -01- 11/12 -01 -12 A. INSURANCE COMPANY: Travelers Property Casualty Co. of America B. AM BEST RATING (A- : VII or greater): A: XV AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED Company (Must be California Admitted): ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 1,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does F. not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND [-]Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ Yes E No H. Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON- CONTRIBUTORY WORDING (Must be included): Is it included? ® 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): E N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE /EXPIRATION DATE: 12 -01- 11/12 -01 -12 A. INSURANCE COMPANY: Travelers Property Casualty Co. of America 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? Included in GL 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): E N/A [-]Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No WORKERS'COMPENSATION EFFECTIVE /EXPIRATION DATE: 12 -01- 11/12 -01 -12 A. INSURANCE COMPANY: Hanover American Insurance Co. B. AM BEST RATING (A-: VII or greater): A: XIV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 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: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 1 -20 -2012 Date ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® 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 approval /exception /waiver: Approved: Risk Management Date * Subject to the terms of the contract.