HomeMy WebLinkAboutItem J�10F SEA( n
AGENDA STAFF REPORT Z
41FORNP
DATE: April 23, 2018
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Steve Myrter, Director of Public Works
SUBJECT: Approving Professional Services Agreements for
consultant services for the Orange County
Transportation Authority (OCTA) 1 -405 Improvement
Project
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6818:
1. Authorizing the City Manager to execute a professional services
agreement for 1 -405 consulting services with John L. Hunter and
Associates for $24,625;
2. Authorizing the City Manager to approve potential contract changes to the
professional services agreement with John L. Hunter and Associates in
the amount not to exceed $2,463;
3. Authorizing the City Manager to execute a professional services
agreement for 1 -405 consulting services with W.G. Zimmerman
Engineering, Inc. for $50,000;
4. Authorizing the City Manager to approve potential contract changes to the
professional services agreement with W.G. Zimmerman Engineering, Inc.
in the amount not to exceed $5,000;
5. Approve Budget Amendment No 18 -10 -02 for $120,600 for consulting
services for the Orange County Transportation Authority (OCTA) for the 1-
405 Freeway Improvement Project, City Project No. ST1809.
BACKGROUND AND ANALYSIS:
At the June 27, 2016 City Council meeting, the City Council approved COOP No
C -6 -1126 ( "cooperative agreement') between the Orange County Transportation
Authority (OCTA) and the City of Seal Beach for the 1 -405 Freeway improvement
Project. The 1 -405 Project will provide for one additional general purpose lane
and two toll lanes in each direction between the West County Limit and Costa
Mesa.
Agenda Item J
COOP No C -61126 agreement allows for the project improvements to move
forward, outlines the responsibilities of both the City and OCTA throughout the
course of the project and upon completion, and provides the financial mechanism
for the City to receive reimbursement funds for staff time, consultant assistance,
and pavement restoration upon project completion. This is a similar COOP the
City entered into with OCTA on the West County Connector Project.
The cooperative agreement provides for $120,600 in reimbursement funds for
City engineering and police staff costs for the duration of the project. The
duration of the project is estimated over a six year period. There are provisions in
the COOP that allows the City to obtain additional funds if City staff costs exceed
$120,600.
Staff has received a proposal from two consultants to provide assistance in
supporting staff's efforts in reviewing, plan checking, attending meetings and
advising on the City's behalf which is 100% reimbursable through the executed
COOP agreement.
Staff received a proposal from W.G. Zimmerman Engineering, Inc. (WGZE) for
$50,000 dated April 5, 2018 and a proposal from John L. Hunter and Associates
(JLHA) for $24,625 dated March 2, 2018. See Attachments C and D respectively.
WGZE will provide the City with "Point of Contact' consulting services for the 1-
405 Freeway Improvement project. This includes attending all agency and
corridor meetings with both OCTA and the design -build contractor OC405
Partners. WGZE will review, comment and assist City staff with plan check
services for all traffic and general design plans. John L. Hunter and Associates
will provide similar services to the City for all drainage and stormwater NPDES
compliance plans including Water Quality Management Plans (WQMP) and
Storm Water Pollution Prevention Plans (SWPPP).
These consultants have worked with the City for numerous years and will provide
the professional services needed to support staff for the duration of the project.
The breakdown for the costs for the project at this time is as follows:
Description
Amount
WG Zimmerman PO dated 9.22.17
$
25,000
WG Zimmerman Proposal dated 4.5.18
$
50,000
WG Zimmerman 10% Contingency
$
5,000
John L Hunter Proposal dated 3.2.18
$
24,625
John L Hunter 10% Contingency
$
2,463
Estimated Project Total
$
107,088
Page 2
ENVIRONMENTAL IMPACT:
There is no environmental impact related to this item.
LEGAL ANALYSIS:
The City Attorney has reviewed and approved as to form.
FINANCIAL IMPACT:
Under the COOP, OCTA will reimburse the City for all engineering consultant,
police services and City staff time in relation to the entire 405 improvement
project up to a total of $120,600, unless more funds are requested and agreed to.
The COOP will guarantee that there will be no City funds expended in relation to
the entire 1 -405 improvement project during the design, construction and post
construction phase of this project.
Budget Amendment No 18 -10 -02 allocates $120,600 for the Project No. ST1809
as follows.
Description
Account
Revised /Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
OCTA COOP 1 -405
080 - 366 -30975
$ 0
$120,600
$120,600
Transfer Out-
OCTA COOP
080 - 366 -47000
$ 0
$120,600
$120,600
Transfer In
045 - 000 -31500
$ 13,132,300
$ 13,252,900
$120,600
Contract Professional
045 - 333 -44000
$ 13,132,300
$ 13,252,900
$120,600
RECOMMENDATION:
That the City Council adopt Resolution No. 6818:
1. Authorizing the City Manager to execute a professional services
agreement for 1 -405 consulting services with John L. Hunter and
Associates for $24,625;
2. Authorizing the City Manager to approve potential contract changes to the
professional services agreement with John L. Hunter and Associates in
the amount not to exceed $2,463;
3. Authorizing the City Manager to execute a professional services
agreement for 1 -405 consulting services with W.G. Zimmerman
Engineering, Inc. for $50,000;
4. Authorizing the City Manager to approve potential contract changes to the
professional services agreement with W.G. Zimmerman Engineering,
Inc.in the amount not to exceed $5,000;
Page 3
5. Approve Budget Amendment No 18 -10 -02 for $120,600 for consulting
services for the Orange County Transportation Authority (OCTA) for the 1-
405 Freeway Improvement Project, City Project No. ST1809.
SUBMITTED BY:
StPVP MU✓tPV
Steve Myrter, P.E.
Director of Public Works
NOTED AND APPROVED:
M 3%. 9ngLam
Jill R. Ingram, City Manager
Prepared by: David Spitz, P.E., Associate Engineer
Attachments:
A. Resolution No. 6818
B. Executed CO -OP Agreement No. C -6 -1126
C. WGZE Agreement
D. JLHA Agreement
Attachment „A„
RESOLUTION NUMBER 6818
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A PROFESSIONAL SERVICES AGREEMENT
WITH W.G. ZIMMERMAN ENGINEERING, INC. AND A
PROFESSIONAL SERVICES AGREEMENT WITH JOHN L.
HUNTER & ASSOCIATES, INC., AND AUTHORIZING AND
BUDGET AMENDMENT NO 18 -10 -02
WHEREAS, Orange County Transportation Authority ( "OCTA "), in
cooperation and partnership with Caltrans, is proposing to reduce congestion and
improve lane continuity through the 1 -405 corridor with improvements to mainline
and interchanges on 1 -405 between State Route 73 and Interstate 605; and
WHEREAS, OCTA, in cooperation and partnership with the Caltrans,
entered into Cooperative Agreement No. C -6 -1126 which defines the specific
terms, conditions, and funding responsibilities between the OCTA and City of
Seal Beach ( "City"); and
WHEREAS, City desires to use consulting services for providing
assistance in supporting staff's efforts in reviewing, plan checking, attending
meetings and advising on the City's behalf in connection with the OCTA 1 -405
Freeway Project; and
WHEREAS, the City wishes to enter into a Professional Services
Agreement with W.G. Zimmerman Engineering, Inc. in the total amount of
$50,000 for construction management services during the OCTA 1 -405 Freeway
Project; and
WHEREAS, the City wishes to enter into .a Professional Services
Agreement with John L. Hunter & Associates, Inc., in the total amount of $24,625
for construction management services during the OCTA 1 -405 Freeway Project.
NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY
RESOLVE:
Section 1. Approval and Authorization of Professional Services Agreement with
W.G. Zimmerman Engineering, Inc.
A. The City Council hereby approves the Professional Services
Agreement ( "PSA WGZE ") dated April 23, 2018 between the City of Seal Beach
and W.G. Zimmerman Engineering, Inc. for 1 -405 Consulting Services in the
amount not to exceed $50,000 (fifty thousand dollars), attached hereto as Exhibit
"A" and incorporated herein by this reference as though set forth in full.
B. The City Council hereby authorizes the City Manager to approve
payments for additional work requests in connection with PSA WGZE in the
amount not to exceed $5,000 (five thousand dollars).
Resolution Number 6818
C. The City Council hereby authorizes the City Manager to execute
the PSA WGZE, and all related documents, on behalf of the City.
Section 2. Approval and Authorization of Professional Services Agreement with
John L. Hunter & Associates, Inc.
A. The City Council hereby approves the Professional Services
Agreement ( "PSA JLHA ") dated April 23, 2018 between the City of Seal Beach
and John L. Hunter & Associates, Inc. for 1 -405 Consulting Services in the
amount not to exceed $24,625 (twenty -four thousand six hundred twenty -five
dollars), attached hereto as Exhibit "A" and incorporated herein by this reference
as though set forth in full.
B. The City Council hereby authorizes the City Manager to approve
payments for additional work requests in connection with PSA JLHA in the
amount not to exceed $2,463 (two thousand four hundred sixty -three dollars).
C. The City Council hereby authorizes the City Manager to execute
the PSA JLHA, and all related documents, on behalf of the City.
Section 3. The Council hereby approves Budget Amendment No. 18 -10 -02 to
modify the Fiscal Year 2017/2018 budget for the Orange County Transportation
Agency 1 -405 Freeway Improvement Project, City of Seal Beach CIP No.
ST1809. as follows:
Description
Account
Revised /Adopted
Budget
Proposed
Bud et
Budget (diff)
Amendment
OCTA COOP 1 -405
080 - 366 -30975
$0
$120,600
$120,600
Transfer Out-
OCTA COOP
080 - 366 -47000
$0
$120,600
$120,600
Transfer In
045 - 000 -31500
$ 13,132,300
$ 13,252,900
$120,600
Contract Professional
045 - 333 44000
$ 13,132,300
$ 13,252,900
$120,600
Section 4. The City Clerk shall certify to the passage and adoption of this
resolution.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 23rd day of April, 2018 by the following vote:
AYES: Council Members: _
NOES: Council Members:
ABSENT: Council Members:
ABSTAIN: Council Members:
Mayor, Mike Varipapa
Resolution Number 6818
ATTEST:
Robin L. Roberts, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Robin Roberts, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6818 on file in the
office of the City Clerk, passed, approved, and adopted by the Seal Beach City
Council at a regular meeting held on the 23rd day of April, 2018.
Robin L. Roberts, City Clerk
Attachment "B"
OCTA
BOARD OF 01RECTORS
Lori Donchak
Chair
Michael Hennessey
Vice Chair
Use A. Bartlett
Dllet.;10`
Andrew Do
D1115,710,
Steve Janes
Director
Jim Kafapodis
Dire lof
Jeffrey Lalbway
Director
Gary A. Milner
Director
Al Murray
Difeefor
Shawn Nelaon
Direclor
Miguel Pulido
DiWAY
Tim Shaw
Dim@or
Todd Spitzer
Director
Micnella Slea
Diretla
rpm le
Dimino,
Frenk Ury
Dimclor
Gregory T. Wintertion m
Director
Ryan Chamberlain
Ex- Otfclo Member
CHIEF EXECUTIVE OFFICE
Danell Johnson
Chief Executive Officer
AUG 15 2016
CITY CLERK
CITY OF SEAL BEACH
August 10, 2016
Jim Basham
Interim Director of Public Works
City of Seal Beach
Public Works Department
211 Eighth Street
Seal Beach, CA 90740
SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C -6 -1126
Dear Mr. Basham:
Enclosed please find one original of the above referenced subject for your
records.
Should you have any contractual related questions, please feel free to contact
Reem Hashem at (714) 560 -5446 or by e-mail at rhashem @octa.net.
Sin
Marla Eking
Senior Offs ecialist
Contract Administration and Materials Management
Orange County Transportation Authority
550 South Main Street / P.O. Box 141641 Orange /California 92863-15841(714) 560 -OCTA (6282)
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COOPERATIVE AGREEMENT NO. C -6 -1126
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SEAL BEACH
FOR
1 -405 IMPROVEMENT PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this Z. q� day of
JUL y 20 �/( , by and between the Orange County Transportation Authority, 550 South
Main Street, P.O. Box 14184, Orange California 92863 -1584, a public entity (herein referred to as
"AUTHORITY ") and the City of Seal Beach, 211 Eighth Street, Seal Beach, California 90740, a municipal
corporation duly organized and existing under the constitution and laws of the State of California (herein
referred to as "CITY") each individually known as "Party" and collectively known as the "Parties ".
RECITALS:
WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of
Transportation, herein referred to as "CALTRANS ", is proposing to reduce congestion and improve
lane continuity through the Interstate 405 (1 -405) corridor with improvements to mainline and
interchanges on 1 -405 between State Route 73 (SR -73) and Interstate 605 (1 -605); and
WHEREAS, the improvements are generally defined as adding one general - purpose lane from
Euclid Street to 1 -605, plus adding an additional median lane which will be combined with the existing
HOV lane and operated as dual express lanes in each direction of 1-405 from SR -73 to I -605, replacing
and/or widening structures, and other additional geometric and interchange improvements, including
improvements to CITY -owned and operated streets, and traffic facilities hereinafter referred to as CITY
FACILITIES potentially impacted by this project, all of which are hereinafter referred to as "PROJECT'.
AUTHORITY will use a design -build method of delivery for the procurement, design, and construction
of PROJECT and shall prepare contract documents (CONTRACT DOCUMENTS) to procure a design-
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COOPERATIVE AGREEMENT NO. C -6 -1126
build team herein referred to as "CONTRACTOR'; and
WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
responsibilities between the AUTHORITY and CITY regarding the CONTRACT DOCUMENTS, and
the design and construction of PROJECT in regards to CITY FACILITIES; and
WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and
WHEREAS, CITY -owned and operated utilities will be subject to an utility agreement(s) and
separate from, and outside of this Agreement; and
WHEREAS, PROJECT is located within and adjacent to the CALTRANS right of way in the Cities
of Costa Mesa, Fountain Valley, Huntington Beach, Westminster, Garden Grove, Seal Beach, Los
Alamitos, and County of Orange; and
WHEREAS, AUTHORITY has contracted with Parsons Transportation Group, Inc., as the
Program Management Consultant (PMC) for this PROJECT, to assist with the administration and
oversight of the procurement, and design and construction phases of PROJECT; and
WHEREAS, AUTHORITY has contracted with Jacobs Project Management Co., as the
Construction Management Consultant (CMC) for this PROJECT, to assist with the administration and
oversight of the procurement, and construction phases of PROJECT; and
WHEREAS, AUTHORITY agrees to acquire right -of -way for PROJECT; and
WHEREAS, AUTHORITY shall ensure CONTRACTOR's compliance with all applicable
requirements contained in this Agreement; and
WHEREAS, CITY FACILITIES will potentially be impacted by PROJECT, and AUTHORITY
desires to collaborate with CITY during the development of the CONTRACT DOCUMENTS for the
selection of a CONTRACTOR, and during the design and construction of PROJECT; and
WHEREAS, AUTHORITY will provide contract administration for all phases of PROJECT work
on CITY FACILITIES, and work within CITY right -of -way, while adhering to State, Federal, and CITY
standards and requirements, as applicable; and
WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, as related to
Page 2 of 18
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COOPERATIVE AGREEMENT NO. C -6 -1126
improvements to CITY FACILITIES, and defined as:
Review and approval of plans, specifications, and other pertinent engineering plans,
and reports, and for oversight construction inspection services
Review and acceptance of Transportation Management Plan (TMP)
Traffic engineering
CITY police services
WHEREAS, the costs for the following elements of CITY SERVICES cannot be quantified and
priced at this time, as they will be developed by the CONTRACTOR upon CITY acceptance of the TMP.
In the event impacts are identified which affect CITY streets, the costs of these elements will be
developed, and AUTHORITY shall amend this Agreement to account for such costs:
• Costs for mitigation for reduction of pavement life related to impacts to CITY streets
along the signed, long -term detours CONTRACTOR; and
WHEREAS, notwithstanding Article 7, Maximum Obligation, it is the intent of this Agreement that
the CITY shall not be obligated to provide CITY SERVICES once the maximum obligation amount has
been expended, unless the Parties agree to an amendment of the maximum obligation amount; and
WHEREAS, CITY is the petitioner and AUTHORITY is named as a Respondent in litigation
captioned City of Seal Beach v. State of California Department of Transportation, Orange County
Transportation Authority, et aL, Orange County Superior Court case number 30 -2015- 00799223 -CU-
WM-CXC (LAWSUIT), which challenges the validity of the approval process and the California
Environmental Quality Act (CEQA) compliance for the PROJECT. AUTHORITY is also a respondent in
a similar legal action filed by the City of Long Beach. Either lawsuit, or both of them, could result in
judgments or settlements that could delay the PROJECT or alter elements of the PROJECT; and
WHEREAS, CITY's City Council approved this Agreement on the a 3 /fday of
�UJe , 20_; and p
WHEREAS, AUTHORITY's Board of Directors authorized this Agreement on the / day of
m/-j ,20t(e.
Page 3 of 18
COOPERATIVE AGREEMENT NO. C-6 -1126
1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
2 ARTICLE 1. COMPLETE AGREEMENT
3 A. This Agreement, including any attachments incorporated herein and made applicable by
4 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
5 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings,
6 and communications. The invalidity in whole or in part of any term or condition of this Agreement shall
7 not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals
8 are true and correct and incorporated by reference herein.
9 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s)
10 or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's
11 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
12 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
13 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized
14 representative of AUTHORITY by way of a written amendment to this Agreement and issued in
15 accordance with the provisions of this Agreement.
16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or
17 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such
18 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in
19 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not
20 be binding upon CITY except when specifically confirmed in writing by an authorized representative of
21 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of
22 this Agreement.
23 D. The Parties agree that the execution of this Agreement during the pendency of the
24 LAWSUIT is a matter of administrative cooperation. Nothing in this Agreement is intended by either
25 Party to constitute any waiver or dismissal of any claim, demand or defense that either Party may have
26 as against any other Party in the LAWSUIT, including any demand CITY or any other Party may make
Page 4 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 against AUTHORITY, the PROJECT, or CALTRANS in the course of the LAWSUIT. Further, nothing
2 in this Agreement constitutes CITY's approval of, or consent to, any element of the PROJECT or
3 preliminary PROJECT plans. CITY does not, by executing this Agreement or by cooperating with
4 AUTHORITY, concede that AUTHORITY has the legal right to move forward with the work hereunder
5 prior to a final judgment in the LAWSUIT and AUTHORITY's compliance with such judgment, if
6 required. AUTHORITY proceeds with the PROJECT at its own risk.
7 ARTICLE 2. SCOPE OF AGREEMENT
8 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
9 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and
10 coordinate with the other in all activities covered by this Agreement, and any amendments to this
11 Agreement.
12 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
13 AUTHORITY agrees to the following responsibilities for PROJECT:
14 A. To be the sponsor and funding agency to manage and administer the contract for
15 PROJECT, which includes preliminary engineering, right of way acquisition, and preparation of
16 CONTRACT DOCUMENTS to be used in the advertisement of a design -build RFP and for the selection
17 of a CONTRACTOR to perform full design -build activities, and other related services, including
18 improvements to CITY FACILITIES which are necessary as part of PROJECT.
19 & To perform right -of -way acquisition and right -of -way certification for PROJECT, and
20 specifically, for CITY FACILITIES, if necessary.
21 C. To include within the CONTRACT DOCUMENTS, in regards to CITY FACILITIES, design
22 criteria which meets acceptable CITY standards in existence at the time the design -build RFP is released.
23 D. To coordinate with CITY during the development of the CONTRACT DOCUMENTS, and
24 afford the CITY the opportunity to review, and comment on the CONTRACT DOCUMENTS, in regards
25 to CITY FACILITIES, prior to the release of the RFP for PROJECT, and in accordance with the terms of
26 this Agreement.
Page 5 of 18
COOPERATIVE AGREEMENT NO. C-6 -1126
1 E. To coordinate with CITY regarding review times to be included in CONTRACT
2 DOCUMENTS. The review times will be applicable to the design and construction of PROJECT in
3 regards to CITY FACILITIES. AUTHORITY will hold Joint Resolution Meetings (JRT) with CITY to resolve
4 CITY comments and obtain approvals, if applicable.
5 F. To coordinate the procurement, and design and construction of PROJECT with the CITY,
6 and hold regular technical and partnering meetings to brief the CITY on the status of PROJECT, solicit
7 input, and provide a forum to discuss and resolve PROJECT issues which impact the CITY.
8 G. To comply with all requirements of the Final Environmental Impact Report/Environmental
9 Impact Statement (FEIR/FEIS) for the PROJECT, including but not limited to the preparation and
10 processing of, as well as any and all supplemental environmental documents, including those required
11 for CITY FACILITY improvements for PROJECT,
12 H. If AUTHORITY encounters hazardous, archeological, paleontological, cultural, or other
13 protected materials and /or species within any existing or future CITY-owned right -of -way for the CITY
14 FACILITIES, AUTHORITY shall notify the CITY and responsible control agencies of such discovery.
15 1. The costs for any remediation or protection for Article 3, Paragraph H, shall be covered
16 as a PROJECT cost, provided that AUTHORITY may seek reimbursement from other third parties which
17 may be jointly or severally liable for such removal or protection.
18 J. To protect in place, rearrange or relocate after CITY consultation and concurrence, CITY
19 owned public utility facilities found to be in conflict with PROJECT. Alf conditions of this clause shah be
20 subject to utility agreements which are separate from, and outside of this Agreement.
21 K. To secure and comply with any and all other governmental and /or regulatory approvals,
22 permits and /or clearances required for the design and construction of CITY FACILITIES included in
23 PROJECT.
24 L. In the event CITY requests additional improvements, they shall be evaluated and
25 processed in accordance with Article 4, Paragraph L, of this Agreement.
26 M. To implement a Quality Management Plan during all phases of PROJECT.
Page 6 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 N. To monitor all PROJECT activities to ensure compliance with the approved PROJECT
2 schedule, quality and budget goals of PROJECT.
3 O. To obtain concurrence for permanent easements, if required, for CITY FACILITIES.
4 P. To facilitate discussion between CITY, local agencies, and others regarding resolution of
5 ownership, operation, and maintenance of CITY FACILITIES.
6 Q. To coordinate with CALTRANS and CITY for preparation and execution of Maintenance
7 Agreements.
8 R. To convey to CITY ownership of any property acquired by AUTHORITY for PROJECT,
9 and which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such
10 right -of -way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be
11 completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall
12 convey such property in a condition acceptable to the CITY and in accordance with CALTRANS' Right of
13 Way Manual.
14 S. To require CONTRACTOR to submit to CITY for review and approval, including but not
15 limited to, plans, specifications, and other pertinent engineering plans, and reports, for CITY FACILITIES
16 prior to construction thereof. During construction, CITY may provide construction oversight inspection
17 services. Such reviews and approvals, and construction oversight inspection services (CITY SERVICES)
18 shall be in accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this
19 Agreement.
20 T. To require CONTRACTOR to prepare a TMP, and submit to CITY for review, comment,
21 and acceptance, in regards to construction related impacts to CITY. The TMP will address construction -
22 related impacts to existing CITY street traffic, and will include normal traffic handling requirements during
23 PROJECT construction including staging, lane closures, re- striping, detours, and signalization, and will
24 specify requirements for communicating with the public and local agencies during construction.
25 Modifications to streets, intersections, signals, etc., required to address traffic impacts during construction
26 will be borne as a PROJECT cost. Such review and acceptance of TMP (CITY SERVICES) shall be in
Page 7 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement.
2 U. To obtain a written acceptance of TMP from CITY.
3 V. To reimburse the CITY for its actual costs for traffic engineering services (including
4 staff overhead and third party traffic signal maintenance service costs contracted out by CITY), and
5 police services (including overtime costs). Ongoing deployment of police services related to
6 PROJECT traffic management will require prior approval by AUTHORITY. Such traffic engineering,
7 and police services (CITY SERVICES) shall be in accordance with the CONTRACT DOCUMENTS,
8 and reimbursable to CITY by this Agreement.
9 W. To monitor and ensure CONTRACTOR compliance with the TMP.
10 X. To work collaboratively with CITY, upon acceptance of TMP. In the event it is determined
11 that there are impacts to CITY streets, AUTHORITY shall prepare an established and approved visual
12 pavement study to evaluate the pre- detour conditions, and forecasted impacts to the CITY street
13 pavement used for signed, long -term freeway detours, and alternate route detours based on the period
14 of construction within the CITY limits. As the result of the study, and as agreed to by Parties, AUTHORITY
15 will reimburse CITY the exact amount of the agreed -to mitigation costs for the reduction of pavement life
16 for the detour routes, via an amendment to this Agreement. The dollar amount of pavement mitigation
17 (CITY SERVICES) shall be a one -time, lump sum maximum reimbursement amount, and no further
18 payment will be made toward the mitigation costs described herein.
19 Y. To require CONTRACTOR to repair street pavements sidewalks, curbs, driveways,
20 gutters and other CITY FACILITIES that receive damage as a result of construction. CONTRACTOR will
21 be required to adhere to CITY's requirements for removal and replacement of pavement in accordance
22 with the CONTRACT DOCUMENTS and this Agreement.
23 Z. To require CONTRACTOR to obtain a no fee encroachment permit from CITY prior to
24 commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the
25 permits shall authorize CONTRACTOR to commence work within CITY right -of -way, or areas which affect
26 CITY FACILITIES.
Page 8 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 AA. To monitor and ensure CONTRACTOR compliance with CITY's permit.
2 BB. To implement a Public Awareness Campaign during PROJECT that advises CITY, local
3 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and
4 ramp and freeway closures, if and where applicable.
5 CC. To provide PROJECT closeout activities, including walk- through, punch list, final payment
6 accounting, and furnish approved "As- builts" to CITY for CITY FACILITIES.
7 DD. To develop a record of survey, final maps, and all necessary title transfers relative to
8 PROJECT.
9 EE. To reimburse CITY for combined costs identified as "CITY SERVICES ", and in
10 accordance with attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY
11 SERVICES."
12 FF. To reimburse CITY for actual costs, within 30 days of an acceptable invoice, which is
13 complete, properly prepared and complies with the requirements of ARTICLE 5, REQUEST FOR
14 REIMBURSEMENT, below.
15 GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined
16 maximum amount shown on SCHEDULE A.
17 HH. To perform all work associated with the PROJECT at no cost to the CITY, unless
18 specifically provided otherwise herein or in any amendment to this Agreement.
19 II. To cause all contractors and vendors who perform work or provide supplies for CITY
20 FACILITIES to name the CITY, its officers, agents, and employees, as an additional insured on policies
21 which the AUTHORITY is an additional insured and, prior to the commencement of work, provide
22 certificates of insurance to CITY showing the CITY as an additional insured.
23 ARTICLE 4. RESPONSIBILITIES OF CITY
24 CITY agrees to the following responsibilities for PROJECT:
25 A. To collaborate and cooperate with AUTHORITY during the development of the
26 CONTRACT DOCUMENTS for the RFP, and during the design and construction of PROJECT.
Page 9 of 18
COOPERATIVE AGREEMENT NO, C -6 -1126
1 B. To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY.
2 C. To review, and provide comment on, in a timely manner, and in accordance with the
3 CONTRACT DOCUMENTS and this Agreement, all plans and other submittals related to PROJECT, and
4 approve and /or concur with AUTHORITY or CONTRACTOR's submittals when CITY determines such
5 submittals comply with CITY's standards and criteria to facilitate AUTHORITY's delivery of PROJECT.
6 D. To make available to AUTHORITY all necessary CITY regulations, policies, procedures,
7 manuals, standard plans, and specifications required for the construction of PROJECT when requested
8 by AUTHORITY.
9 E. To attend and participate in the PROJECT's regular technical and partnering meetings for
10 AUTHORITY to brief CITY on the status of PROJECT, and to provide a forum to discuss and to resolve
11 CITY's concerns and issues.
12 F. Upon award of a design -build contract by AUTHORITY, to make reasonable efforts and
13 devote reasonable resources for the issuance of encroachment permits, and other necessary permits, if
14 applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit
15 requirements, to not cause delay to PROJECTS' construction schedule. Such permits shall authorize
16 CONTRACTOR to commence work within CITY right -of -way, or areas which affect CITY FACILITIES.
17 G. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and
18 contractors, to meet or exceed design -build schedule criteria as identified by AUTHORITY.
19 H. To waive any moratorium on the excavation or trenching work on CITY streets that were
20 recently resurfaced where such excavation or trenching are necessary for PROJECT. CONTRACTOR
21 will be required to adhere to CITY's requirements for the removal and replacement of pavement in
22 accordance with the CONTRACT DOCUMENTS and this Agreement.
23 1. To cooperate with AUTHORITY and use its best efforts to cause the rearrangement or
24 relocation of all municipal and public utility facilities, in accordance with applicable State or local franchises
25 or laws, that may be determined by AUTHORITY and CITY to be within CITY's jurisdiction and pose a
26 conflict with the PROJECT. CITY hereby agrees to exercise and invoke its rights under any applicable
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COOPERATIVE AGREEMENT NO. C -6 -1126
1 State or local franchises or laws, or any prior rights or superior rights the CITY may have to effectuate
2 such rearrangement or relocation at the expense of the affected public utility as necessary to allow
3 completion of PROJECT. CITY shall cooperate with AUTHORITY and provide all appropriate and
4 necessary support to achieve this result. In the event the public utility fails to make the rearrangement
5 or relocation or fails to agree to make the rearrangement or relocation in a timely manner, CITY shall
6 assign to AUTHORITY its rights to rearrange or relocate said public utility under State law, or the
7 pertinent agreement or recorded instrument that CITY has with the public utility. CITY shall cooperate
8 with the AUTHORITY, provide assistance to the AUTHORITY as needed, and join with the
9 AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights
10 under the laws of the State of California to cause such rearrangements or relocations. Wherever
11 possible, any rearrangement or relocation of a public utility shall be made to an area covered by State
12 or local franchises or laws. All conditions of this clause shall be subject to utility agreements which
13 are separate from and outside of this Agreement.
14 J. To agree to take ownership of property acquired by AUTHORITY for PROJECT, and
15 which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such right -
16 of -way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be
17 completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall
18 convey such property in a condition acceptable to CITY and in accordance with CALTRANS Right of Way
19 Manual.
20 K. To accept operation and maintenance of the CITY FACILITIES, or portion thereof, upon
21 their acceptance by AUTHORITY, and based upon the AUTHORITY's written certification that the
22 AUTHORITY has complied with all terms of the Agreement. The acceptance of the CITY FACILITIES
23 and written certification shall not unreasonably be withheld. CITY acknowledges that CITY FACILITIES
24 may be completed at different times and accepted in different stages of PROJECT.
25 L. In the event CITY requests additional CITY FACILITY improvements to be incorporated
26 into PROJECT after release of the RFP, CITY shall be solely responsible for all costs and expenses
Page 11 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 related thereto, including: 1) the costs incurred to incorporate the improvements into the PROJECT's
2 scope of work; 2) additional design, construction and oversight costs arising from or associated with
3 the improvements, including change orders related thereto; 3) additional operations and maintenance
4 costs arising from or associated with the improvements, including change orders related thereto; and
5 4) costs associated with any impact on the design and construction schedule associated with the
6 improvements, including any associated PROJECT delay costs and damages. This is not intended
7 to eliminate mitigations for required PROJECT changes identified during construction.
8 AUTHORITY, at its sole discretion, may agree to incorporate such CITY FACILITY improvements,
9 via an amendment to this Agreement, identifying the CITY FACILITY improvements, estimated costs,
10 and funding sources from CITY for these improvements.
11 M. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred
12 by CITY for CITY SERVICES, pursuant to ARTICLE 5. REQUEST FOR REIMBURSEMENT. CITY shall
13 submit final invoice no later than ninety (90) days after final acceptance of PROJECT. Any costs in
14 excess of the amounts specified herein shall not be incurred without a written amendment to this
15 Agreement.
16 ARTICLE 5. REQUEST FOR REIMBURSEMENT
17 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees:
18 A. To prepare and submit to AUTHORITY a monthly invoice with supporting
19 documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY.
20 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the
21 accuracy of the included information.
22 B. The invoice shall be submitted on CITY's letterhead.
23 C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts
24 Payable Office. Each invoice shall include the following information:
25 1. Agreement Number C- 6 -1126
26 2. The total of PROJECT expenditures shall specify the percent and amount of funds
Page 12 of 18
COOPERATIVE AGREEMENT NO. C-6 -1126
1 to be reimbursed, and include support documentation for all expenses invoiced. In the event there are
2 impacts to CITY street pavements, the one -time, lump sum amount for reimbursement of pavement
3 mitigation, will be exclude from this requirement.
4 3. Adequate detail describing all work completed. In the event there is pavement
5 mitigation, this detailed description will not be required.
6 4. Such other information as requested by AUTHORITY.
7 D, To consult with AUTHORITY's PROJECT Manager for questions regarding non -
8 reimbursable expenses.
9 E. That total payments shall not exceed the maximum obligation specified in ARTICLE 7.
10 MAXIMUM OBLIGATION.
11 ARTICLE 6. DELEGATED AUTHORITY
12 The actions required to be taken by CITY in the implementation of this Agreement are delegated
13 to its CITY Public Works Director, or designee, and the actions required to be taken by AUTHORITY in
14 the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or
15 designee.
16 ARTICLE 7. MAXIMUM OBLIGATION
17 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
18 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be One
19 Hundred Twenty Thousand Six Hundred Dollars ($120,600) unless agreed to and amended by both
20 Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum
21 cumulative obligation for pavement mitigation shall be addressed in a future amendment to this
22 Agreement
23 ARTICLE 8. AUDIT AND INSPECTION
24 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
25 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
26 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
Page 13 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 other data and records of CITY for a period of four (4) years after final payment, or until any on -going
2 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
3 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
4 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
5 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or
6 consultant.
7 ARTICLE 9. INDEMNIFICATION
8 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense
9 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
10 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties "), from
11 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
12 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
13 attorney fees (collectively "Claims "), including but not limited to Claims arising from injuries to or death of
14 persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
15 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
16 acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection
17 with or arising out of the performance of this Agreement.
18 B. To the fullest extent permitted by law. AUTHORITY shall defend (at AUTHORITY's sole
19 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
20 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from
21 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
22 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
23 attorney fees (collectively "Claims "), including but not limited to Claims arising from injuries to or death of
24 persons (AUTHORITY's employees included), for damage to property, including property owned by CITY,
25 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
26 acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in
Page 14 of 18
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COOPERATIVE AGREEMENT NO. C -6 -1126
connection with or arising out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
ARTICLE 10. ADDITIONAL PROVISIONS
A. Term of A reement: The term of this Agreement shall be in full force and effect through
April 30, 2023.
B. Termination: In the event either Party defaults in the performance of its obligations under
this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party shall provide
written notice to the defaulting Party to cure such default within 30 days of such default. If the default
cannot be cured within such time, as determined by the non - defaulting Party, then the defaulting Party
shall have such additional time as provided in the written notice or such time as the Parties may otherwise
agree in writing. In any event, the non - defaulting Party shall promptly take such actions as are reasonably
necessary to cure the default. If the default or breach is material and not cured within the time provided
herein, either Party has the option, in addition to any other remedies available at law, to terminate this
Agreement upon thirty (30) days' prior written notice to the other Party.
C. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal,
state, and local laws, statues, ordinances and regulations of any governmental authority having
jurisdiction over the PROJECT.
D. Legal Auth�: AUTHORITY and CITY hereto warrants that the persons executing this
Agreement are authorized to execute this Agreement on behalf of said Parties and that by so executing
this Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
E. Severability: If any term, provision, covenant or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
F. Counterparts of Agreement: This Agreement may be executed and delivered in any
Page 15 of 18
COOPERATIVE AGREEMENT NO. C -6 -1126
1 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
2 of which together shall constitute the same agreement. Facsimile signatures will be permitted.
3 G. Force Maieure: Either Party shall be excused from performing its obligations under this
4 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
5 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
6 commandeering of material, products, plants orfacilities by the federal, state or local government; national
7 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
8 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
9 the control and is not due to the fault or negligence of the Party not performing.
10 H. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
11 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
12 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
13 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
14 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
15 I. Governing Law: The laws of the State of California and applicable local and federal laws,
16 regulations and guidelines shall govern this Agreement.
17 J. Litigation fees: In the event that either Party to this Agreement shall commence any legal
18 or equitable action to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover
19 its costs of suit, including reasonable costs and attorney's fees as determined by the court.
20 K. Notices: Any notices, requests, or demands made between the Parties pursuant to this
21 Agreement are to be directed as follows:
22 /
23 /
24 /
25 /
26 /
Page 16 of 18
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COOPERATIVE AGREEMENT NO. C-6 -1126
To CITY
To AUTHORITY ,, .
City of Seal Beach
Orange County Transportation Authority
Public Works Department
550 South Main Street
211 Eighth Street
P.O. Box 14184
Seal Beach, CA 90740
Orange, CA 92863 -1584
Attention: Jim Basham
Attention: Ms. Reem Hashem
Interim Director of Public Works
Principal Contract Administrator
Tel: (562) 431 -2527, ext. 1313
Tel: (714) 560 -5446
Email: jbasham @sealbeachca.gov
Email: rhashem @octa.net
/
1
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P.sj'
COOPERATIVE AGREEMENT NO. C-6 4126
This Agreement shall be made effective upon execution by both Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6 -1126 to be
executed on the date first above written.
CITY OF SEAL BEACH ORANGE COUNZY TRAt)SPORTATION AUTHORITY
By:"
Sandra Massa -Lavitt Darrell Joh s
Mayor Chief Exec rve Officer
ATTEST: APPROVED AS TO FORM:
By.
Clark
Jim Bash"am v
Interim Public Works Director
APPROVE AS TO ORM
B11: �/ 9FL
Steele
City Attorney
/ General Counsel
APPROVAL RECOMME
0
P.E. '
a Director, Capital Programs
Dated: / Dated: R
Attachment
Schedule A - Reimbursement Schedule for Combined City Services
Page 18 of 18
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Attachment "C
PROFESSIONAL SERVICES AGREEMENT
For
Consultant Services, OCTA 1 -405 Freeway
Improvement Project
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
U.
W.G. Zimmerman Engineering, Inc.
17011 Beach Boulevard, Suite 1240
Huntington Beach, CA 92647
(714) 799 -1700 - Phone
(714) 333 -4712 - Fax
This Professional Service Agreement ( "the Agreement') is made as of April 23, 2018
(the "Effective Date "), by and between W.G. Zimmerman Engineering, Inc.
( "Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California
charter city, (collectively, "the Parties ").
RECITALS
A. City desires certain professional services for construction management, in
the manner set forth herein and more particularly described in Section 1.
B. Consultant represents that it is qualified and able, by virtue of experience,
training, education, and expertise, to provide City with the services required by
this Agreement in a good and professional manner, and it desires to provide such
services as provided herein. The City enters into this Agreement in reliance on
those representations.
C. City desires to retain Consultant and Consultant desires to serve City to
perform those services in accordance with the terms and conditions of this
Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as
follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services ( "Services ") set forth in the
attached Exhibit A (Consultant's Proposal, dated April 5, 2018), which is hereby
incorporated by this reference. To the extent that there is any conflict between
Exhibit A and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant, and
Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional standards of care. The acceptance of Consultant's
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work by the City shall not operate as a release of Consultant from such standard
of care and workmanship.
1.5. By executing this Agreement, Consultant represents that, to the
extent required by the standard of practice, Consultant (a) has investigated and
considered the scope of Services to be performed, (b) has carefully considered
how the Services should be performed, and (c) understands the facilities,
difficulties and restrictions attending performance of the Services under this
Agreement.
1.6. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and shall
continue until September 30, 2019 unless previously terminated as provided by
this Agreement.
3.0 Consultant's Compensation
City will pay Consultant in accordance with the hourly rates shown on the fee
schedule set forth in Exhibit B, attached hereto and incorporated herein by
reference, for Services but in no event will the City pay more than $50,000 (fifty -
thousand dollars). Any additional work authorized by the City pursuant to
Section 1.6 will be compensated in accordance with the fee schedule set forth in
Exhibit B.
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the services were rendered and shall
describe in detail the services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the services performed
for each day in the period. City will pay Consultant all undisputed fees within 30
days of receiving Consultant's invoice. City will not withhold any applicable
federal or state payroll taxes and other required taxes, or other authorized
deductions from payments made to Consultant for services performed under this
Agreement.
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4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's
agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other
records maintained by Consultant in connection with this Agreement. City's
rights under this Section 4.2 shall survive for two years following the termination
of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
5.3. Notice of termination shall be given in accordance with Section 7.0.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Bill Zimmerman, P.E. is the Consultant's primary representative for
purposes of this Agreement. Consultant may not change its representative
without prior written approval of City, which approval shall not be unreasonably
withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
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To Consultant: W.G. Zimmerman Engineering, Inc.
17011 Beach Boulevard, Suite 1240
Huntington Beach, CA 92647
Attn: Bill Zimmerman, P.E.
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Personnel
Consultant has or shall secure, at its own expense, all personnel required to
perform all services under this Agreement. Any person who performs any of the
services shall possess the qualifications, permits, and licenses required by state
and local law to perform such services.
9.0 Independent Contractor
9.1. Consultant is and shall at all times remain an independent
contractor and not an employee of the City. All services provided pursuant to this
Agreement shall be performed by Consultant or under its supervision.
Consultant will determine the means, methods, and details of performing the
services. Any additional personnel performing services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be
under Consultant's exclusive direction and control. Consultant shall pay all
wages, salaries, and other amounts due such personnel in connection with their
performance of services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income
tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance. Consultant shall be solely responsible for the
satisfactory work performance of all personnel engaged in performing the
services and compliance with the customary professional standards.
9.2. To the fullest extent permitted by law, Consultant shall defend (with
legal counsel acceptable to the City, whose consent shall not be unreasonably
withheld), indemnify and hold harmless City and its elected officials, officers,
employees, servants, designated volunteers, and agents serving as independent
contractors in the role of City officials, from any and all liability, damages, claims,
costs and expenses of any nature to the extent arising from Consultant's
personnel practices. City shall have the right to offset against the amount of any
fees due to Consultant under this Agreement any amount due to City from
Consultant as a result of Consultant's failure to promptly pay to City any
reimbursement or indemnification arising under this Section. Consultant's
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defense and indemnification obligations under this Section are in addition to the
Consultant's defense and indemnification obligations of Section 14.0.
10.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance of
any and all subcontractors.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
12.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all
services and other matters covered under this Agreement, including but
expressly not limited to, all services performed, salaries, wages, invoices, time
cards, cost control sheets, costs, expenses, receipts and other records with
respect to this Agreement. Consultant shall maintain adequate records on the
services provided in sufficient detail to permit an evaluation of all services in
connection therewith. All such records shall be clearly identified and readily
accessible. At all times during regular business hours, Consultant shall provide
City with free access to such records, and the right to examine and audit the
same and to make copies and transcripts as City deems necessary,. and shall
allow inspection of all program data, information, documents, proceedings and
activities and all other matters related to the performance of the services under
this Agreement. Consultant shall retain all financial and program service records
and all other records related to the' services and performance of this Agreement
for at least three (3) years after expiration, termination or final payment under this
Agreement, whichever occurs later. City's rights under this Section 12.0 shall
survive for three (3) years after expiration, termination or final payment under this
Agreement, whichever occurs later.
13.0 Insurance
13.1. Consultant shall not commence work under this Agreement until it
has provided evidence satisfactory to the City that Consultant has secured all
insurance required under this Section. Consultant shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer
to bind coverage on its behalf, and shall be on forms provided by the City if
requested. All certificates and endorsements shall be received and approved by
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the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
13.2. Consultant shall, at its expense, procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance
of this Agreement. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code
1 (any auto); (3) Employer's Liability and Workers' Compensation Insurance;
and, if required by the City, (4) Professional Liability. Consultant shall maintain
limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage and if Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile
Liability: $1,000,000 per accident for bodily injury and property damage; (3)
Employer's Liability: $1,000,000 per accident and in the aggregate for bodily
injury or disease and Workers' Compensation in the amount required by law; and
(4) Professional Liability: $1,000,000 per claim /aggregate.
13.3. The insurance policies shall contain the following provisions, or
Consultant shall provide endorsements on forms supplied or approved by the
City to state: (1) coverage shall not be suspended, voided, reduced or canceled
except after 30 days prior written notice by certified mail, return receipt
requested, has been given to the City; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, (3) coverage shall
be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain
of coverage excess of the Consultant's scheduled underlying coverage and that
any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it; (4) for general liability
insurance, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the services or
operations performed by or on behalf of the Consultant, including materials, parts
or equipment furnished in connection with such work; and (5) for automobile
liability, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible.
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13.4. All insurance required by this Section shall contain standard
separation of insureds provisions and shall not contain any special limitations on
the scope of protection afforded to the City, its directors, officials, officers,
employees, agents, and volunteers.
13.5. Any deductibles or self- insured retentions shall be declared to and
approved by the City. Consultant guarantees that, at the option of the City,
either: (1) the insurer shall reduce or eliminate such deductibles or self- insured
retentions as respects the City, its directors, officials, officers, employees,
agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
14.0 Indemnification, Hold Harmless, and Duty to Defend
Consultant and the City agree that the City, its employees, agents and
officials should, to the fullest extent permitted by law, be fully protected from any
loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees,
litigation costs, defense costs, court costs and /or any other cost arising out of or
in any way related to the performance of this Agreement. Accordingly, the
provisions of this indemnity provision are intended by the Parties to be
interpreted and construed to provide the fullest protection possible under the law
to the City and the Indemnitees. Consultant acknowledges that the City would
not have entered into this Agreement in the absence of the commitment of the
Consultant to indemnify and protect the City and the Indemnitees, as set forth in
this Agreement.
14.1 Indemnity for Professional Services. To the fullest extent permitted
by law, Consultant shall, at its sole cost and expense, protect, defend, hold
harmless and indemnify the City, its elected officials, officers, attorneys, agents,
employees, designated volunteers, successors, assigns and those City agents
serving as independent contractors in the role of City officials (collectively
"Indemnitees" in this Section 14.0), from and against any and all damages, costs,
expenses, liabilities, claims, demands, causes of action, proceedings, judgments,
penalties, liens, and losses of any nature whatsoever, including fees of
accountants, attorneys and other professionals, and all costs associated
therewith (collectively "Claims'), whether actual, alleged or threatened, to the
extent arising out of, pertaining to, or relating to, in whole or in part, the
negligence, recklessness or willful misconduct of Consultant, and /or its officers,
agents, servants, employees, subcontractors, contractors or their officers,
agents, servants or employees (or any entity or individual for that Consultant
shall bear the legal liability thereof) in the performance of professional services
under this Agreement. Consultant shall defend the Indemnitees in any action or
actions filed in connection with any Claims with counsel of the Indemnitees'
choice, and shall pay all costs and expenses, including all attorneys' fees and
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experts' costs actually incurred in connection with such defense. Consultant
shall reimburse the Indemnitees for any and all legal expenses and costs
incurred by the Indemnitees in connection therewith. Notwithstanding the
foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to
defend the Indemnitees that is charged to Consultant exceed Consultant's
proportionate percentage of fault.
14.2 Other Indemnities. Other than in the performance of professional
services, and to the fullest extent permitted by law, Consultant shall, at its sole
cost and expense, protect, defend, hold harmless and indemnify the Indemnitees
from and against any and all damages, costs, expenses, liabilities, claims,
demands, causes of action, proceedings, judgments, penalties, liens and losses
of any nature whatsoever, including fees of accountants, attorneys and other
professionals, and all costs associated therewith, and the payment of all
consequential damages (collectively "Damages "), in law or equity, whether
actual, alleged or threatened, which arise out of, pertain to, or relate to the acts
or omissions of Consultant, its officers, agents, servants, employees,
subcontractors, materialmen, suppliers, or contractors, or their officers, agents,
servants or employees (or any entity or individual that Consultant shall bear the
legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Damages arising from the
sole negligence or willful misconduct of the Indemnitees, as determined by final
arbitration or court decision or by the agreement of the Parties. Consultant shall
defend the Indemnitees in any action or actions filed in connection with any
Damages with counsel of the Indemnitees' choice, and shall pay all costs and
expenses, including all attorneys' fees and experts' costs actually incurred in
connection with such defense. Consultant shall reimburse the Indemnitees for
any and all legal expenses and costs incurred by the Indemnitees in connection
therewith.
14.3 Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 14.0 from
each and every subcontractor or any other person or entity involved by, for, with
or on behalf of Consultant in the performance of this Agreement. If Consultant
fails to obtain such indemnities, Consultant shall be fully responsible and
indemnify, hold harmless and defend the Indemnitees from and against any and
all Claims in law or equity, whether actual, alleged or threatened, which arise out
of, are claimed to arise out of, pertain to, or relate to the acts or omissions of
Consultant's subcontractor, its officers, agents, servants, employees,
subcontractors, materialmen, contractors or their officers, agents, servants or
employees (or any entity or individual that Consultant's subcontractor shall bear
the legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Claims or Damages arising
from the sole negligence or willful misconduct of the Indemnitees, as determined
by final arbitration or court decision or by the agreement of the Parties.
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14.4 The obligations of Consultant under this or any other provision of
this Agreement shall not be limited by the provisions of any workers'
compensation act or similar act. Consultant expressly waives any statutory
immunity under such statutes or laws as to the Indemnitees. Consultant's
indemnity obligation set forth in this Section 14.0 shall not be limited by the limits
of any policies of insurance required or provided by Consultant pursuant to this
Agreement.
14.5 Consultant's covenants under this Section 14.0 shall survive the
expiration or termination of this Agreement.
15.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or
applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination
includes, but is not limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or
termination.
16.0 Workers' Compensation Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self- insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
17.0 Prevailing Wage and Payroll Records
If this Agreement calls for services that, in whole or in part, constitute "public
works" as defined in the California Labor Code, then Consultant shall comply in
all respects with all applicable provisions of the California Labor Code, including
those set forth in Exhibit C, attached hereto and incorporated by reference
herein.
18.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
parties.
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19.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
20.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
21.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
22.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a party shall give the other party any
contractual rights by custom, estoppel, or otherwise.
23.0 Prohibited Interests; Conflict of Interest
23.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Consultant further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, Consultant shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Consultant shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code § §1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
23.2. Consultant further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has
Consultant paid or agreed to pay any person or entity, other than a bona fide
employee working exclusively for Consultant, any fee, commission, gift,
percentage, or any other consideration contingent upon the execution of this
Agreement. Upon any breach or violation of this warranty, City shall have the
right, at its sole and absolute discretion, to terminate this Agreement without
further liability, or to deduct from any sums payable to Consultant hereunder the
full amount or value of any such fee, commission, percentage or gift.
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23.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non -
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this subsection.
24.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
25.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between, the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
26.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said Party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
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CITY OF SEAL BEACH
By:
Attest:
Jill R. Ingram, City Manager
Robyn Roberts, City Clerk
Approved as to
0
A. Steele, City Attorney
CONSULTANT
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EXHIBIT C
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public
works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code ( "Chapter 1 "). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of Industrial Relations ( "DIR ") implementing such statutes. Therefore,
as to those Services that are "public works ", Consultant shall comply with and be bound
by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in
full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section 1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to Section
1725.5. Consultant and subcontractors shall maintain their registration with the DIR in
effect throughout the duration of this Agreement. If Consultant or any subcontractor
ceases to be registered with DIR at any time during the duration of the project,
Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices,
as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the Agreement
are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing
rate of per diem wages, and Consultant shall post such rates at each job site covered
by this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1774 and 1775 concerning the payment of prevailing rates of wages to
workers and the penalties for failure to pay prevailing wages. Consultant shall, as a
penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker
paid less than the prevailing rates as determined by the DIR for the work or craft in
which the worker is employed for any public work done pursuant to this Agreement by
Consultant or by any subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code
Section 1776, which requires Consultant and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as
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specified in Section 1776; certify and make such payroll records available for inspection
as provided by Section 1776; and inform City of the location of the records.
8. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for
all apprenticeable occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within 60 days after concluding work pursuant to this
Agreement, Consultant and each of its subcontractors shall submit to City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
9. Consultant shall not perform Work with any Subcontractor that has been
debarred or suspended pursuant to California Labor Code Section 1777.1 or any other
federal or state law providing for the debarment of contractors from public works.
Consultant and subcontractors shall not be debarred or suspended throughout the
duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or
state law providing for the debarment of contractors from public works. If Consultant or
any subcontractor becomes debarred or suspended during the duration of the
project, Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work.
Consultant shall comply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be bound by the provisions of Labor Code Section 1813
concerning penalties for workers who work excess hours. Consultant shall, as a penalty
to City, forfeit $25.00 for each worker employed in the performance of this Agreement
by Consultant or by any subcontractor for each calendar day during which such worker
is required or permitted to work more than eight hours in any one calendar day and 40
hours in any one calendar week in violation of the provisions of Division 2, Part 7,
Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work
performed by employees of Consultant in excess of eight hours per day, and 40 hours
during any one week shall be permitted upon public work upon compensation for all
hours worked in excess of eight hours per day at not less than one and one -half times
the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer
will be required to secure the payment of compensation to its employees. In
accordance with the provisions of California Labor Code Section 1861, Consultant
hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to undertake self- insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
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12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700, and Consultant shall include in the written contract between it
and each subcontractor a copy of those statutory provisions and a requirement that
each subcontractor shall comply with those statutory provisions. Consultant shall be
required to take all actions necessary to enforce such contractual provisions and ensure
subcontractors compliance, including without limitation, conducting a periodic review of
the certified payroll records of the subcontractor and upon becoming aware of the failure
of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold
harmless and defend (at Consultant's expense with counsel reasonably acceptable to
City) City, its officials, officers, employees, agents and independent contractors serving
in the role of City officials, and volunteers from and against any demand or claim for
damages, compensation, fines, penalties or other amounts arising out of or incidental to
any acts or omissions listed above by any person or entity (including Consultant, its
subcontractors, and each of their officials, officers, employees and agents) in
connection with any work undertaken or in connection with the Agreement, including
without limitation the payment of all consequential damages, attorneys' fees, and other
related costs and expenses. All duties of Consultant under this Section shall survive the
termination of the Agreement.
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EXHIBIT A
April 5, 2018
Stephen Myrter, P.E.
Director of Public Works
City of Seal Beach
2018th Street
Seal Beach, CA 90740
RE: INTERSTATE 405 IMPROVEMENT PROJECT —
POINT OF CONTACT (POC) AS NEEDED SERVICES
Dear Mr. Myrter:
We at W.G. Zimmerman Engineering are very excited to continue to assist the City of Seal Beach as
the POC for the 405 Widening Project. Our serves will include the minimum Tasks below and /or as-
directed by the City.
1. Attend Corridor Agencies Meeting
2. Attend City meetings with OCTA
3. Prepare notes as directed by the City
4. Review Design Plan sheets and prepare comments
5. Review Traffic Management Plans and prepare comments
6. Review Maintenance of Traffic (MOT) Plans and Stage Construction Plans and prepare Comments
7. Attend construction meetings, field meetings, and other project meetings
8. Attend City Council meetings as directed
9. Prepare Presentations when requested.
Estimated fee for these services is $50,000. The work will be as directed by the City of Seal Beach and will be
time and materials
Should you have any questions regarding these comments please contact me directly at 714 - 799 -1700 ext.100.
Sincerely,
W.G. Zimmerman Engineering, Inc.,
Bill Zimmerman.
President
17011 Beach Boulevard, Suite 1240
Huntington Beach, CA 92647
X71 Al 700 -1 7nn / 171 d1 '3:Y1-A719 P.v
EXHIBIT B
W.G. ZIMMERMAN ENGINEERING, INC.
Billing Rate Schedule
2018
Classification
Rate
Principal
$ 220.00 /Hr
Registered Traffic Engineer
$ 220.00/Hr
Senior Project Manager (Registered)
$ 215.00 /Hr
Project Manager (Registered)
$ 195.00 /Hr
Senior Project Engineer (Registered)
$ 190.00 /Hr
Project Engineer
$ 155.00 /Hr
Senior Associate Engineer
$ 130.00 /Hr
Senior Design Engineer
$ 125.00 /Hr
Design Engineer
$ 105.00 /Hr
CAD Manager /Senior Designer
$ 107.00 /Hr
Microstation CAD/Technician
$ 115.00 /Hr
Administration /Office Support
$ 80.00 /Hr
Non -Labor Expenses
Mileage (local) Federal RateC per Mile
Printing Cost plus 5%
Reproduction (Blue lines) Cost plus 5%
Other Expenses (such as sub - consultants, outside services
or special equipment needs) Cost plus 5%
Attachment "D"
PROFESSIONAL SERVICES AGREEMENT
For
Consultant Services, OCTA 1 -405 Freeway
Improvement Project
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
E:1
John L. Hunter & Associates, Inc.
6131 Orangethorpe Ave, Suite 300
Buena Park, CA 90620
(562) 802 -7880 - Phone
(562) 802 -2297 - Fax
This Professional Service Agreement ( "the Agreement') is made as of April 23, 2018
(the "Effective Date "), by and between John L. Hunter & Associates, Inc. ( "Consultant'),
a California Corporation, and the City of Seal Beach ( "City'), a California charter city,
(collectively, "the Parties ").
RECITALS
A. City desires certain professional services for construction management, in
the manner set forth herein and more particularly described in Section 1.
B. Consultant represents that it is qualified and able, by virtue of experience,
training, education, and expertise, to provide City with the services required by
this Agreement in a good and professional manner, and it desires to provide such
services as provided herein. The City enters into this Agreement in reliance on
those representations.
C. City desires to retain Consultant and Consultant desires to serve City to
perform those services in accordance with the terms and conditions of this
Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as
follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services ( "Services ") set forth in the
attached Exhibit A (Consultant's Proposal, dated March 2, 2018), which is hereby
incorporated by this reference. To the extent that there is any conflict between
Exhibit A and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
13. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant, and
Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional standards of care. The acceptance of Consultant's
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work by the City shall not operate as a release of Consultant from such standard
of care and workmanship.
1.5. By executing this Agreement, Consultant represents that, to the
extent required by the standard of practice, Consultant (a) has investigated and
considered the scope of Services to be performed, (b) has carefully considered
how the Services should be performed, and (c) understands the facilities,
difficulties and restrictions attending performance of the Services under this
Agreement.
1.6. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and shall
continue until September 30, 2019 unless previously terminated as provided by
this Agreement.
3.0 Consultant's Compensation
City will pay Consultant in accordance with the hourly rates shown on the fee
schedule set forth in Exhibit B, attached hereto and incorporated herein by
reference, for Services but in no event will the City pay more than $24,625
(twenty -four thousand, six hundred twenty -five dollars). Any additional work
authorized by the City pursuant to Section 1.6 will be compensated in
accordance with the fee schedule set forth in Exhibit B.
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the services were rendered and shall
describe in detail the services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the services performed
for each day in the period. City will pay Consultant all undisputed fees within 30
days of receiving Consultant's invoice. City will not withhold any applicable
federal or state payroll taxes and other required taxes, or other authorized
deductions from payments made to Consultant for services performed under this
Agreement.
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42 Upon 24 -hour notice from City, Consultant shall allow City or City's
agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other
records maintained by Consultant in connection with this Agreement. City's
rights under this Section 4.2 shall survive for two years following the termination
of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
5.3. Notice of termination shall be given in accordance with Section 7.0.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. John Hunter is the Consultant's primary representative for purposes
of this Agreement. Consultant may not change its representative without prior
written approval of City, which approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
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To Consultant: John L. Hunter and Associates
6131 Orangethorpe Ave, Suite 300
Buena Park, CA 90620
Attn: John Hunter
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Personnel
Consultant has or shall secure, at its own expense, all personnel required to
perform all services under this Agreement. Any person who performs any of the
services shall possess the qualifications, permits, and licenses required by state
and local law to perform such services.
9.0 Independent Contractor
9.1. Consultant is and shall at all times remain an independent
contractor and not an employee of the City. All services provided pursuant to this
Agreement shall be performed by Consultant or under its supervision.
Consultant will determine the means, methods, and details of performing the
services. Any additional personnel performing services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be
under Consultant's exclusive direction and control. Consultant shall pay all
wages, salaries, and other amounts due such personnel in connection with their
performance of services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income
tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance. Consultant shall be solely responsible for the
satisfactory work performance of all personnel engaged in performing the
services and compliance with the customary professional standards.
9.2. To the fullest extent permitted by law, Consultant shall defend (with
legal counsel acceptable to the City, whose consent shall not be unreasonably
withheld), indemnify and hold harmless City and its elected officials, officers,
employees, servants, designated volunteers, and agents serving as independent
contractors in the role of City officials, from any and all liability, damages, claims,
costs and expenses of any nature to the extent arising from Consultant's
personnel practices. City shall have the right to offset against the amount of any
fees due to Consultant under this Agreement any amount due to City from
Consultant as a result of Consultant's failure to promptly pay to City any
reimbursement or indemnification arising under this Section. Consultant's
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defense and indemnification obligations under this Section are in addition to the
Consultant's defense and indemnification obligations of Section 14.0.
10.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance of
any and all subcontractors.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
12.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all
services and other matters covered under this Agreement, including but
expressly not limited to, all services performed, salaries, wages, invoices, time
cards, cost control sheets, costs, expenses, receipts and other records with
respect to this Agreement. Consultant shall maintain adequate records on the
services provided in sufficient detail to permit an evaluation of all services in
connection therewith. All such records shall be clearly identified and readily
accessible. At all times during regular business hours, Consultant shall provide
City with free access to such records, and the right to examine and audit the
same and to make copies and transcripts as City deems necessary, and shall
allow inspection of all program data, information, documents, proceedings and
activities and all other matters related to the performance of the services under
this Agreement. Consultant shall retain all financial and program service records
and all other records related to the services and performance of this Agreement
for at least three (3) years after expiration, termination or final payment under this
Agreement, whichever occurs later. City's rights under this Section 12.0 shall
survive for three (3) years after expiration, termination or final payment under this
Agreement, whichever occurs later.
13.0 Insurance
13.1. Consultant shall not commence work under this Agreement until it
has provided evidence satisfactory to the City that Consultant has secured all
insurance required under this Section. Consultant shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer
to bind coverage on its behalf, and shall be on forms provided by the City if
requested. All certificates and endorsements shall be received and approved by
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the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
13.2. Consultant shall, at its expense, procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance
of this Agreement. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code
1 (any auto); (3) Employer's Liability and Workers' Compensation Insurance;
and, if required by the City, (4) Professional Liability. Consultant shall maintain
limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage and if Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile
Liability: $1,000,000 per accident for bodily injury and property damage; (3)
Employer's Liability: $1,000,000 per accident and in the aggregate for bodily
injury or disease and Workers' Compensation in the amount required by law; and
(4) Professional Liability: $1,000,000 per claim /aggregate.
13.3. The insurance policies shall contain the following provisions, or
Consultant shall provide endorsements on forms supplied or approved by the
City to state: (1) coverage shall not be suspended, voided, reduced or canceled
except after 30 days prior written notice by certified mail, return receipt
requested, has been given to the City; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, (3) coverage shall
be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain
of coverage excess of the Consultant's scheduled underlying coverage and that
any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it; (4) for general liability
insurance, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the services or
operations performed by or on behalf of the Consultant, including materials, parts
or equipment furnished in connection with such work; and (5) for automobile
liability, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible.
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13.4. All insurance required by this Section shall contain standard
separation of insureds provisions and shall not contain any special limitations on
the scope of protection afforded to the City, its directors, officials, officers,
employees, agents, and volunteers.
13.5. Any deductibles or self - insured retentions shall be declared to and
approved by the City. Consultant guarantees that, at the option of the City,
either: (1) the insurer shall reduce or eliminate such deductibles or self - insured
retentions as respects the City, its directors, officials, officers, employees,
agents, and volunteers, or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
14.0 Indemnification, Hold Harmless, and Duty to Defend
Consultant and the City agree that the City, its employees, agents and
officials should, to the fullest extent permitted by law, be fully protected from any
loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees,
litigation costs, defense costs, court costs and /or any other cost arising out of or
in any way related to the performance of this Agreement. Accordingly, the
provisions of this indemnity provision are intended by the Parties to be
interpreted and construed to provide the fullest protection possible under the law
to the City and the Indemnitees. Consultant acknowledges that the City would
not have entered into this Agreement in the absence of the commitment of the
Consultant to indemnify and protect the City and the Indemnitees, as set forth in
this Agreement.
14.1 Indemnity for Professional Services. To the fullest extent permitted
by law, Consultant shall, at its sole cost and expense, protect, defend, hold
harmless and indemnify the City, its elected officials, officers, attorneys, agents,
employees, designated volunteers, successors, assigns and those City agents
serving as independent contractors in the role of City officials (collectively
"Indemnitees" in this Section 14.0), from and against any and all damages, costs,
expenses, liabilities, claims, demands, causes of action, proceedings, judgments,
penalties, liens, and losses of any nature whatsoever, including fees of
accountants, attorneys and other professionals, and all costs associated
therewith (collectively "Claims "), whether actual, alleged or threatened, to the
extent arising out of, pertaining to, or relating to, in whole or in part, the
negligence, recklessness or willful misconduct of Consultant, and /or its officers,
agents, servants, employees, subcontractors, contractors or their officers,
agents, servants or employees (or any entity or individual for that Consultant
shall bear the legal liability thereof) in the performance of professional services
under this Agreement. Consultant shall defend the Indemnitees in any action or
actions filed in connection with any Claims with counsel of the Indemnitees'
choice, and shall pay all costs and expenses, including all attorneys' fees and
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experts' costs actually incurred in connection with such defense. Consultant
shall reimburse the Indemnitees for any and all legal expenses and costs
incurred by the Indemnitees in connection therewith. Notwithstanding the
foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to
defend the Indemnitees that is charged to Consultant exceed Consultant's
proportionate percentage of fault.
14.2 Other Indemnities. Other than in the performance of professional
services, and to the fullest extent permitted by law, Consultant shall, at its sole
cost and expense, protect, defend, hold harmless and indemnify the Indemnitees
from and against any and all damages, costs, expenses, liabilities, claims,
demands, causes of action, proceedings, judgments, penalties, liens and losses
of any nature whatsoever, including fees of accountants, attorneys and other
professionals, and all costs associated therewith, and the payment of all
consequential damages (collectively "Damages "), in law or equity, whether
actual, alleged or threatened, which arise out of, pertain to, or relate to the acts
or omissions of Consultant, its officers, agents, servants, employees,
subcontractors, materialmen, suppliers, or contractors, or their officers, agents,
servants or employees (or any entity or individual that Consultant shall bear the
legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Damages arising from the
sole negligence or willful misconduct of the Indemnitees, as determined by final
arbitration or court decision or by the agreement of the Parties. Consultant shall
defend the Indemnitees in any action or actions filed in connection with any
Damages with counsel of the Indemnitees' choice, and shall pay all costs and
expenses, including all attorneys' fees and experts' costs actually incurred in
connection with such defense. Consultant shall reimburse the Indemnitees for
any and all legal expenses and costs incurred by the Indemnitees in connection
therewith.
14.3 Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 14.0 from
each and every subcontractor or any other person or entity involved by, for, with
or on behalf of Consultant in the performance of this Agreement. If Consultant
fails to obtain such Indemnities, Consultant shall be fully responsible and
indemnify, hold harmless and defend the Indemnitees from and against any and
all Claims in law or equity, whether actual, alleged or threatened, which arise out
of, are claimed to arise out of, pertain to, or relate to the acts or omissions of
Consultant's subcontractor, its officers, agents, servants, employees,
subcontractors, materialmen, contractors or their officers, agents, servants or
employees (or any entity or individual that Consultant's subcontractor shall bear
the legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Claims or Damages arising
from the sole negligence or willful misconduct of the Indemnitees, as determined
by final arbitration or court decision or by the agreement of the Parties.
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14.4 The obligations of Consultant under this or any other provision of
this Agreement shall not be limited by the provisions of any workers'
compensation act or similar act. Consultant expressly waives any statutory
immunity under such statutes or laws as to the Indemnitees. Consultant's
indemnity obligation set forth in this Section 14.0 shall not be limited by the limits
of any policies of insurance required or provided by Consultant pursuant to this
Agreement.
14.5 Consultant's covenants under this Section 14.0 shall survive the
expiration or termination of this Agreement.
15.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or
applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination
includes, but is not limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or
termination.
16.0 Workers' Compensation Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self- insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
17.0 Prevailing Wage and Payroll Records
If this Agreement calls for services that, in whole or in part, constitute "public
works" as defined in the California Labor Code, then Consultant shall comply in
all respects with all applicable provisions of the California Labor Code, including
those set forth in Exhibit C, attached hereto and incorporated by reference
herein.
18.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
parties.
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19.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
20.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
21.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
22.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a party shall give the other party any
contractual rights by custom, estoppel, or otherwise.
23.0 Prohibited Interests; Conflict of Interest
23.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Consultant further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, Consultant shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Consultant shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code § §1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
23.2. Consultant further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has
Consultant paid or agreed to pay any person or entity, other than a bona fide
employee working exclusively for Consultant, any fee, commission, gift,
percentage, or any other consideration contingent upon the execution of this
Agreement. Upon any breach or violation of this warranty, City shall have the
right, at its sole and absolute discretion, to terminate this Agreement without
further liability, or to deduct from any sums payable to Consultant hereunder the
full amount or value of any such fee, commission, percentage or gift.
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23.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non -
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this subsection.
24.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
25.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
26.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said Party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
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CITY OF SEAL BEACH
M
Attest:
M
Jill R. Ingram, City Manager
Robyn Roberts, City Clerk
Approved as to
0
City Attorney
CONSULTANT
By: _ tz<
Name: -ra4A 1- - l74h�«
Its:
By:
Name
Its: Sccuq. 4- ;
P erf e( w�
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public
works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code ( "Chapter 1 "). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of Industrial Relations ( "DIR ") implementing such statutes. Therefore,
as to those Services that are "public works ", Consultant shall comply with and be bound
by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in
full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section 1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to Section
1725.5. Consultant and subcontractors shall maintain their registration with the DIR in
effect throughout the duration of this Agreement. If Consultant or any subcontractor
ceases to be registered with DIR at any time during the duration of the project,
Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices,
as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the Agreement
are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing
rate of per diem wages, and Consultant shall post such rates at each job site covered
by this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1774 and 1775 concerning the payment of prevailing rates of wages to
workers and the penalties for failure to pay prevailing wages. Consultant shall, as a
penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker
paid less than the prevailing rates as determined by the DIR for the work or craft in
which the worker is employed for any public work done pursuant to this Agreement by
Consultant or by any subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code
Section 1776, which requires Consultant and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as
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specified in Section 1776; certify and make such payroll records available for inspection
as provided by Section 1776; and inform City of the location of the records.
8. Consultant shall comply with and be bound by the provisions of Labor Code
Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for
all apprenticeable occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within 60 days after concluding work pursuant to this
Agreement, Consultant and each of its subcontractors shall submit to City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
9. Consultant shall not perform Work with any Subcontractor that has been
debarred or suspended pursuant to California Labor Code Section 1777.1 or any other
federal or state law providing for the debarment of contractors from public works.
Consultant and subcontractors shall not be debarred or suspended throughout the
duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or
state law providing for the debarment of contractors from public works. If Consultant or
any subcontractor becomes debarred or suspended during the duration of the
project, Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work.
Consultant shall comply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be bound by the provisions of Labor Code Section 1813
concerning penalties for workers who work excess hours. Consultant shall, as a penalty
to City, forfeit $25.00 for each worker employed in the performance of this Agreement
by Consultant or by any subcontractor for each calendar day during which such worker
is required or permitted to work more than eight hours in any one calendar day and 40
hours in any one calendar week in violation of the provisions of Division 2, Part 7,
Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work
performed by employees of Consultant in excess of eight hours per day, and 40 hours
during any one week shall be permitted upon public work upon compensation for all
hours worked in excess of eight hours per day at not less than one and one -half times
the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer will
be required to secure the payment of compensation to its employees. In accordance
with the provisions of California Labor Code Section 1861, Consultant hereby certifies
as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to undertake self- insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
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12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700, and Consultant shall include in the written contract between it
and each subcontractor a copy of those statutory provisions and a requirement that
each subcontractor shall comply with those statutory provisions. Consultant shall be
required to take all actions necessary to enforce such contractual provisions and ensure
subcontractor's compliance, including without limitation, conducting a periodic review of
the certified payroll records of the subcontractor and upon becoming aware of the failure
of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold
harmless and defend (at Consultant's expense with counsel reasonably acceptable to
City) City, its officials, officers, employees, agents and independent contractors serving
in the role of City officials, and volunteers from and against any demand or claim for
damages, compensation, fines, penalties or other amounts arising out of or incidental to
any acts or omissions listed above by any person or entity (including Consultant, its
subcontractors, and each of their officials, officers, employees and agents) in
connection with any work undertaken or in connection with the Agreement, including
without limitation the payment of all consequential damages, attorneys' fees, and other
related costs and expenses. All duties of Consultant under this Section shall survive the
termination of the Agreement.
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EXHIBIT A
6131
ORANGETHORPE AVE,
Suite 300
BUENA PARK
CALIFORNIA
90620
(562) 802 -7880
FAX (562) 802 -2297
www Ilha.net
GENERAL ENGINEERING
LICENSE
A- 582340
HAZARDOUS
SUBSTANCE
REMEDIATION
LIC, 3382
March 2, 2018
David Spitz
Associate Engineer
City of Seal Beach
2118th Street
Seal Beach, CA 90740
Subject: Proposal for Professional Consulting Services related to 405 Freeway Project
Dear Mr. Spitz:
John L. Hunter and Associates (1I-HA) welcome the opportunity to offer our professional
services to the City of Seal Beach. JLHA is a local environmental consulting firm established
in 1985 that has been assisting municipalities with surface water quality regulations for over
30 years.
Scope of Work
This scope of services consists of providing technical assistance and plan reviews to the city
of Seal Beach for the 1405 Widening Project. Plan reviews include Water Quality
Management Plans (WQMP) and Storm Water Pollution Plans (SWPPP). 1I-HA is also
available to attend meetings with the project proponents to discuss the NPDES
requirements relevant to the project.
A summary of the not -to- exceed estimated costs is below and a Standard Rate Schedule is
included on the following page.
Summary of Estimated Costs
This project will be on a time and materials basis. JLHA will provide consultant services not
to exceed the budgetary amount without the City's prior authorization.
Task
Hours
Rate
Cost
Review Water Quality Management Plan (WQMP)
15
$165
$2,475
85
$145
$122,,33 25
Review Storm Water Pollution Prevention Plan (SWPPP)
10
$165
$1,650
35
$145
$5,075
Attend project meetings /correspondence
10
$165
$1,650
10
$145
$1,450
TOTAL
$24,625
Thank you again for the opportunity to offer our services. If you have any questions you can
reach me at (562) 802 -7880 ext. 225.
Sincerely,
John Hunter, P.E., Principal
JLHA Standard Rate Schedule
Principal, Director, Staff Engineer $165 /hr
Project Manager, Project Engineer $145/hr
Environmental Compliance Specialist II $115 /hr
Environmental Compliance Specialist I and Public Outreach Specialist $95 /hr
Administrative Assistant, Laborer (OSHA 40hr certified) $65 /hr
State Certified Laboratory Analysis Cost + 5%
Legal Consultation, Court Appearances /Document review, etc. $250 /hr
Subcontracted equipment Cost + 5%
Prices effective as of January 1, 2017
1LHA does not add charges for overhead items such as administrative copying or mileage in and around the city.
EXHIBIT B
JLHA Standard Rate Schedule
Principal, Director, Staff Engineer $165/hr
Project Manager, Project Engineer $145/hr
Environmental Compliance Specialist II $115 /hr
Environmental Compliance Specialist I and Public Outreach Specialist $95 /hr
Administrative Assistant, Laborer (OSHA 40hr certified)
State Certified Laboratory Analysis
$65 /hr
Cost + S%
Legal Consultation, Court Appearances /Document review, etc. $250/hr
Subcontracted equipment Cost + 5%
Prices effective as of January 1, 2017
JLHA does not add charges for overhead items such as administrative copying or mileage in and around the city.