HomeMy WebLinkAboutC-4579 - PSA for CNG-Safe Garage Modifications - Construction Supports
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PROFESSIONAL SERVICES AGREEMENT WITH
FUEL SOLUTIONS, INC. FOR
CNG -SAFE GARAGE MODIFICATIONS — CONSTRUCTION SUPPORT
THIS AGREEMENT F�R PROFESSIONAL SERVICES ( "Agreement') is made
and entered into as of this day of IXJ vrG�i%� 2010, by and between the
CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and FUEL
SOLUTIONS, INC., a California corporation ( "Consultant'), whose address is 12340
Santa Monica Boulevard, Los Angeles, California 90025 and is made with reference to
the following:
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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 is planning to modify two existing equipment repair bays located in Building
D at the Corporation Yard and to conform to safety standards for the repair of
Compressed Natural Gas (CNG) vehicles. The City Council awarded a
construction contract to Anderson Air Conditioning, LP on September 14, 2010.
C. City desires to engage Consultant to provide consulting services for construction
support services of Building D for servicing CNG - fueled vehicles ( "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 Reb
Guthrie.
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
Z
"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 Seventeen Thousand,
Four Hundred Ninety Dollars and no /100 ($17,490.00) 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.
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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 Reb Guthrie 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. Frank Tran,
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
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.
8.4 The term Construction Management or Construction Manager does not
imply that Consultant is engaged in any aspect of the physical work of
construction contracting. Consultant shall not have control over or be in
charge of and shall not be responsible for the project's design, City's
Professional Services Agreement Page 4
project contractor ( "Contractor"), construction means, methods,
techniques, sequences or procedures, or for any health or safety
precautions and programs in connection with the Work. These duties are
and shall remain the sole responsibility of the Contractor. Consultant shall
not be responsible for the Contractors' schedules or failure to carry out the
Work in accordance with the contract documents. Consultant shall not
have control over or be responsible for acts or omissions of City, Design
Engineer, Contractor, Subcontractors, or their Agents or employees, or of
any other persons performing portions of the Work.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, 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 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 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.
Professional Services Agreement 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
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.
Professional Services Agreement Page 6
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
Employers Liability Insurance in accordance with the laws of the
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,
Professional Services Agreement Page 7
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
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.
Professional Services Agreement Page 8
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 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.
Professional Services Agreement Page 9
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
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
Professional Services Agreement Page 10
I
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:
Attn: Frank Tran
Public Works Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3340
Fax: 949 - 644 -3308
All notices, demands, requests or approvals from CITY to Consultant shall be addressed
to Consultant at:
Attention: Reb Guthrie
Fuel Solutions, Inc.
12340 Santa Monica Blvd., Suite 133
Los Angeles, CA 90025
Phone: 310- 207 -8548
Fax: 310- 207 -8957
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 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.
Professional Services Agreement Page 11
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.
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.
Professional Services Agreement Page 12
34. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
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:
OFFICE OF THE CITY ATTORNEY
By(� llv7-1 u i
Leonie Mulvihill "
Assistant City Attorney
ATTEST:
brown eilani 1.
City Clerk
CITY OF NEWPORT
A California municif
Public Works Dept.
CONSULTANT: FUEL SOLUTIONS,
INC., a Califomia corporation
By: S- 6
Reb Guthr
President
re
By:�t(L( —A*—
Bruce C. Guthrie
Secretary and Treasurer
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Professional Services Agreement Page 13
EXHIBIT A
FUEL SOLUTIONS, INC.
12340 Santa Monica Blvd. • Suite 133
FUEL Los Angeles, California 90025
SOLUTIONS 310/207 -8548 • Fax 310/207 -8957
November 12, 2010
Mr. Frank Tran, P.E.
Department of Public Works
City of Newport Beach
Post Office Box 1768
Newport Beach, CA 92659 -1768
Via email: ftran ci .newport- beach.ca.us
RE: Proposal to provide consulting services to the City of Newport Beach for Construction
Assistance during constnlction of CNG -safety modifications at Building D
Dear Mr. Tran:
Further to our recent conversations and correspondence, please accept this letter as Fuel
Solutions' proposal to provide the Phase -2 Construction Assistance (CA) consulting services on
a time- and - materials basis for a fee not to exceed S 17,490.00. Note that this includes two fixed -
fee tasks for design modifications requested by the City, as indicated under Task 6 of the
attached fee proposal.
Fuel Solutions consulting team — including the architectural, structural and electrical firms that
participated in the project design — will respond to CA work as requested by the City. Services
include:
• Review of submittals.
• Review of any change -order requests.
• Field verification that key technical aspects of the contractor's work is compliant with the
project plans and specifications.
• Prepare design update for adding and relocating man -doors in the portioned area, and
revising structural details per Contractor's sketch.
• Prepare CAD -based as -built drawings, based on Contractor's red -lined field drawings,
with DWG and PDF delivery via email.
FS will invoice the City on a monthly basis for work that is requested and approved by the City.
See details for expected or possible CA- related work tasks and estimated effort and fees in
attached Fee Proposal. The billing rates for all consultants are listed at the top of the fee
proposal attachment.
Should you have any questions about our proposal, please contact me at the office number listed
in the letterhead. Additionally, I can be reached via cell phone at 310/714 -5132, or via email at
rebg @fueISO]IItionsinc.com.
project management alternative & petroleum fuels facility design engineering
Frank Tran,P.E.
November 12, 2010
Page 2
Thank you for this opportunity to provide additional consulting services to the City of Newport
Beach.
Sincerely,
Reb Guthrie
Principal
Attachment: Fee breakdown
EXHIBIT B
Fee Breakdown for Construction Assistance for CNG -Safe Garage Modifications
at the City of Newport Beach Vehicle- Maintenance Garage
Labor Details & Schedule - November 12. 2010
Scope Cl wall
Fuel Soluticos
NgInevlo
Consullanl labor lot CA services related to construction of (2) bays
g I
`
partitioned for servicing CNGlueletl vehitlpa, leakdetaclbn sensors and
u
_
to
5
panel, barred partitionetl walls with door opamm,ja). coot- mounted
®nOibuga4exhausl fans. alarms. and electrical wiling and connections to
m
(existing) elecldcal povear supply. Includes mechanical, elacries,
medicament and stmclumWeslgn disciplines. ThIs Is lolkw-on scope to
u
the migi0el tasks 14 design scope (Phase 1) tat Ira. been mmplcled.
n £
a`
E
E tn ¢
m
rn
to re
HourlyyRate
$156
$130
$133
$86 $45
5200
$130
$150 ; $t 25
Task 5 - Construction Assistance
I
5.01 Review shop drawings a product submittals from contractor
4
4
2
2 2
2
4 6
26
xlendetl or .01
624
2
e
1 2 90
400
0
0 540
$3.212
5.02 Cmrdinab aubmltlal tlisWbutbn antl mview with
2
1
2
5
subcommittee (erchltecwral, structural B(lectdml)
ton etl or a
312
o
1
0
0
0
t1_4
$535
SA3 Attend 1.2 comWctiomprognss meetings as needed
4
4
10
on a .03
624
a
01
600
$2,084
5.04 Respond to RFIs and CO requests Irani contracbr
2
2
2
4
2
2 4
16
Extended fier 5A4
312
260
a
of 0
life
a00
360
$2.412
5.05 Review onshe testing 8 startup
4
2
2 E
t
2
10
Extended or .05
4
0
0
1T2� 0
0
0
0
0 180
51,236
5.06 Final inspections, punch flat promes, dotmmino substantial
1
2 g
2
2
2
9
com�llelim
X155
•,-, --
$Exlen ad or5.05
U
0
1y2: 0
160
4b0
ti
0 tag
$1.068
5.07 Review O&M manuals for equipmenl and devices
t
2
0
2
5
xlende or L]
8
20
0 0
0
0
0 18
$602
5.08 Not used
0
Extended ended or 6.08
111
01
0
at 0
U
0
0
0
$0
i
5.09 Not used
i
[
0
0
-0
"..�U: 0
0
0
V..�E
h• U
$O
5.10 Coardinamlrselmv system Wining by contractor
2
2
)
4
j
Extended for 5.10 -�
312
U
X266
-0? 0
i
0
0
0
of 0
$52e
5.11 Ccokinale FGlamiliadTation Winirg
2
E l
i
2
S teWed m .11
0
6
0� 0
0
0
0
a' 0
0
3266
5.12 Prepare ed as -DUdt Cm+inps. based on {)anlmdo(3
2
4
4
4
2 4
20
ow amol
red-6ns 8ek markups
r
X36
xlendW too 5.12
1
i 0
344
SUi
$2.636
5.13 Toleccnlermce 8 project management troubles)
4
2
E
6
ObeeleriforSA3
01
: 01 o
1
0
4
U
a
$1.024
Task 6 - Design Modifications
6.01 Revisestmcmralcomils
1
0
0
0 0
0
2r
2
0 0
6
Extended for DI (fixed lea)
156
0
0 0
0
U
0 0
8916
6.02 Ravise oeff mmlion o1 man doors
1
0
U
0 0
2.5
1
2
]
Extended for 6.02 flixed fee)
16
0
0 0
225
2
26
0 0
$041
5 Extended Fee INTE Estimate wl Tasks 6.01 and 6.02 fixed) 1 4,368 1,040 1,197 8601 180 585 4,300 1,300 1.500E 2.160 S1T,490
4�3>FIJEL
SOLUTIONS
Fuel Solutions, Inc.
121lSOSanl. Merits Blvd, 9133
Los Angeles. CA 90025
310204.6548
r--
3-
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT WITH
FUEL SOLUTIONS, INC. FOR
CNG -SAFE GARAGE MODIFICATIONS
A. On December 8, 2009, CITY and CONSULTANT entered Into a Professional
Services Agreement, hereinafter referred to as *AGREEMENT,' for consulting
services for the design of a portioned service area in Building D at the Ckys
Corporate Yard for servicing CNG-fueled vehicles, hereinafter referred to as
P►O -
B. CITY desires to enter into this AMENDMENT NO. ONE to reflect additional
services not included in the AGREEMENT.
C. CITY desires to compensate CONSULTANT for additional professional services
needed for PROJECT.
D. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter
referred to as "AMENDMENT NO. ONE," as provided here below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. ADDITIONAL SERVICES TO BE PERFORMED
In addition to the services to be provided pursuant to the AGREEMENT,
CONSULTANT shall diligently perform all the services described in
AMENDMENT NO. ONE including, but not limited to, all work set forth in the
Scope of Services attached hereto as Exhibit A and incorporated herein by
reference_ The City may elect to delete certain tasks of the Scope of Services at
its sole discretion.
2. COMPENSATION
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 to the AGREEMENT. Consultant's total amended
compensation for all work performed in accordance with this Agreement,
Including all reimbursable items and subs onsultant fees, shall not exceed Forty
Thousand, One Hundred Forty -Four Dollars and no /100 ($40,144.00) without
prior written authorization from City.
2.1 The amended compensation reflects Consultant's additional
compensation for additional services to be performed in accordance with
this AMENDMENT NO. ONE, including all reimbursable items and
subconsultant fees, in an amount not to exceed Three Thousand, One
Hundred Fifty Dollars and no /100 ($3,150.00), without prior written
authorization from City.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in AGREEMENT shall remain unchanged and shall be in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO.
ONE on the date first above written.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
w
eong Mulvihill,
A
Acting City Attorney
ATTEST:
1. /
f
CITY OF NEWPORT BEACH,
A Municipal Corporation
S lic n G. Badum,
Works Director
FUEL SOLUTIONS, INC.:
By:
Reb Guthrie,
President
By:
Bruce C. Guthrie,
Secretary and Treasurer
Attachment: Exhibit A — Additional Services to be Performed
f. NuserstpbvAsharedlagreementslfy 09- 101faoi1ideslb1dg d rng -safe garage modlfuel solutions, inclamend one.docx
2
«,
• C R °. - 5f9 -
APPROVED AS TO FORM:
OFEICE OF THE CITY ATTORNEY
Leonle Mulvihllll,
Acting City Attorney W
Y , (+o
ATTEST:
FUEL SOLUTIONS, INC.:
t. �xsere�txt�izrm3�u9reoirer��b'N o3 rGVtnpii'teaiattlq a snP�Q #� 88r�8� mpCHua� sotudons, lnc`�cntetffi onmdagr
m
FUEL SOLUTIONS, INC.
12340 Santa Monica Blvd. • Suite 133
FUEL Los Angeles, California 90025
SOLUTIONS 310/207 -8548 • Fax 310/207 -8957
March 24, 2010 (revised from 3 -16 -10 version)
Mr. Frank Tran
Department of Public Works
City of Newport Beach
Post Office Box 1768
Newport Beach, CA 92659 -1768
Via email: ftran(a)citv.newport- beach_ca.us
RE: Proposal to provide Additional consulting services for City project # C -4315; update on
expected completion of design scope
Dear Mr. Tran:
Add Services
Further to our recent conversations and correspondence, please accept this letter and the attached
scope -fee proposal from Keller <& Barrd Associates as Fuel Solutions' proposal to provide the
Add Services referenced in the KBA letter.
As indicated in the letter, the subject work is necessary to comply with the architecturally
oriented plan-check corrections that we received for the subject project (design of CNG -safe
modifications to portion of Building D and City maintenance yard). The maximum cost for these
add services will be $3,000.00 for labor plus direct costs for printing (estimated at $150.00), for a
total NTE add - service cost of $3150.00. Note that Fuel Solutions will not mark up this cost or
add any admin hours.
Schedule for Completion of Design
Based on submittal #2 to City plan check on 3 -15 -10 + an estimated review time of IO calendar
days + a 3 calendar days to produce final bid drawings, I estimate that we will deliver Bid
Documents to you on 3- 29 -10. Up to seven additional calendar days may be needed if any
minor /final corrections are required from the current plan -check review.
If you have any questions, please contact me at the above - listed phone number. Additionally, 1
can be reached via cell phone at 310/714 -5132, or via email at rebg(a0uelsolutionsinc.cotn.
Sincerely,
��
Reb Guthrie
Principal
Attachment: letter from KBA, dated 2 -22 -10
project management • alternative & petroleum fuels facility design • engineering
Keller & Barre Associates
Architecture Planning Design
25691 Atlantic Ocean Drive
Suite BI
Lake Forest, Ca. 92630
949!837.3333
949!837.3334 (fax)
Email: mark@kboarch.com
February 22, 2010
MEMORANDUM
Re: Newport Beach Corporation Yard- CNG project
To: Reb Guthrie, Fuel Solutions, Inc.
From: Mark Keller, AIA
Reb- we estimate approximately 30 hours @ $95.00 per hour to address the roughly 27 plan check
items (fee not to exceed $3,000.00). Reimbursables would be additional and at cost. Any new or
additional plan-check items would be addressed separately, though compliance with current plan-
check items is included.
Deliverables would include a cover sheet, conceptual site plan, accessible details (site, toilets, etc.)
and a floor plan. We would do a code check and/or verify your code check.
We would visit the City plan -check counter to talk to Yosef and planning to verify zoning, etc.
We would visit the site to verify existing conditions and accessibility.
We are assuming that we would receive AutoCAD files from you of your existing drawings and that
you would reprocess plan check.
Let me know if this acceptable. We could begin Wednesday 2 -24 -10 and complete in less than a
week.
Copy to: file
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 14
January 11, 2011
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Public Works Department
Frank Tran, Associate Civil Engineer
949 - 644 -3340 or FTran @NewportBeachCa.gov
SUBJECT: CORPORATION YARD FLEET SHOP CNG MODIFICATION PROJECT
CONTRACT NO. 4315 - BUDGET AMENDMENT FOR CONSTRUCTION
SUPPORT SERVICES
ISSUE
In order to address construction issues, staff is requesting the approval of a budget
amendment for construction support services for the Corporation Yard Fleet Shop CNG
Modification Project ( "Project').
RECOMMENDATION
Approve Budget Amendment No. 1113A- appropriating $20,000.00 from the
unappropriated AQMD Fund Balance, 290 -3605, to Account No. 7290- C8002014.
DISCUSSION
On September 14, 2010, City Council awarded a contract to Anderson Air Conditioning,
L.P. in the amount of $195,434 for this project. The work necessary to complete this
contract consists of modifying two existing service bays in Building "D" with three steel
framing, full- height drywall partitions, doors, windows and HVAC including makeup -air
ducts, roof - mounted duct inlets, and roof - mounted exhaust fans. This contract also
involves installing a methane -leak detection system with roof - mounted detectors, control
panels, and annunciators required for servicing CNG vehicles.
CNG facilities are relatively specialized and complex. Therefore, staff recommends
approving a budget amendment in order to process a Professional Services Agreement
(PSA) with Fuel Solutions, Inc. to provide construction support services which includes
answering requests for information, reviewing shop drawing submittals, and developing
necessary modifications to the construction drawings. The City entered into a separate
PSA with Fuel Solutions Inc. on December 8, 2009 to complete the design of this
project. This PSA did not include construction support services and has since expired.
Corporation Yard Fleet Shop CNG Modification Project — Request a Budget Amendment — Contract
January 11, 2011
Page 2
ENVIRONMENTAL REVIEW
This project was determined to be exempt from the California Environmental Quality Act
(CEQA) at the time of award.
PUBLIC NOTICE
Not Applicable.
FUNDING AVAILABILITY
Sufficient funds are available in the unappropriated AQMD Fund Balance.
Prepared by:
Frank Tran
Associate Civil Engineer
Attachments: Project Location Map
Submitted by:
CORPORATION YARD FLEET SHOP CNG MODIFICATION PROJECT
CONTRACT NO. 4315
PROJECT LOCATION MAP
(592 Superior Avenue, Newport Beach, CA)
N.T.5
City of Newport Beach
BUDGET AMENDMENT
2010 -11
VECT ON BUDGETARY FUND BALANCE:
Increase Revenue Estimates
Increase Expenditure Appropriations AND
Transfer Budget Appropriations
SOURCE:
from existing budget appropriations
from additional estimated revenues
PX from unappropriated fund balance
EXPLANATION:
NO. BA- 11 BA -021
AMOUNT: $20,000.00
IdIncrease in Budgetary Fund Balance
Decrease in Budgetary Fund Balance
No effect on Budgetary Fund Balance
This budget amendment is requested to provide for the following:
To increase expenditure appropriations from the Air Quality Management District Fund unappropriated fund balance to cover
the cost of a Professional Services Agreement (PSA) with Fuel Solutions, Inc. to provide construction support services for the
Corporation Yard Fleet Shop CNG Modification Project.
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account
290 3605
REVENUE ESTIMATES (3601)
Fund /Division Account
EXPENDITURE APPROPRIATIONS (3603)
Description
7290 Air Quality Management District
C8002014 Corporate Yard Fleet Shop CNG Modification
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Signed: W V
Signed:
Amount
Description Debit Credit
Air Quality Management District - f=und Balance $20,000.00 *
Description
CO 14 �
Administrative Services Director
AommistrMme Approval tarty Manager
Signed:
City Council Approval: City Clerk
$20,000.00
^ '' Date
�NZA I(C)
Date
Date