Loading...
HomeMy WebLinkAboutAGMT - Nichols Consulting Engineers CHTD (2024 Pavement Management Report)PROFESSIONAL SERVICES AGREEMENT for 2024 Pavement Management Report between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Nichols Consulting Engineers, CHTD 17050 Bushard Ave., Suite 200 Fountain Valley, CA 92708 714-848-8897 This Professional Services Agreement ("the Agreement") is made as of October 2, 2023 (the "Effective Date"), by and between Nichols Consulting Engineers, CHTD ("Consultant"), a Nevada corporation, and the City of Seal Beach ("City"), a California charter city (collectively, "the Parties"). RECITALS A. City desires certain professional engineering services for the 2024 Pavement Management Plan. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide Professional Engineering Services. C. Consultant represents that the principal members of its firm are licensed and registered professional Engineers and are fully qualified to perform the design professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor 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 (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A (Consultant's Proposal) and incorporated herein 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 2 of 20 and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. 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 2.6. The term of this Agreement shall commence on October 2, 2023 and shall remain in full force and effect until midnight on October 2, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $27,900 (twenty seven thousand nine hundred dollars) for the original Term. 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 within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 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 three (3) years following the termination of this Agreement. 3 of 20 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City without cause, upon giving Consultant written notice thereof not less than 30 days prior to the date of termination. 5.1.2. 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. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, upon giving City written notice thereof not less than 30 days prior to the date of termination. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under this Subsection 5.1, or immediately upon City's acknowledgment of receipt of Consultant's notice of termination to City under Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 12.1 of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Vivek Jha is the Consultant's primary representative for purposes of this Agreement. Vivek Jha shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative . We] without the 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: Director of Public Works To Consultant: Nichols Consulting Engineers, CHTD 17050 Bushard Ave., Suite 200 Fountain Valley, CA 92708 Attn: Vivek Jha 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. 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. All of Consultant's employees and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's 5 of 20 personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any 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, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected and appointed 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, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, 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. This duty of indemnification is in 6 of 20 addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERE"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA" ),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed 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, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all Work Product (as defined in Subsection 12.1) created, developed, received, or provided by Consultant for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 7 of 20 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.0 Ownership of Work Product 12.1. Unless otherwise agreed upon in writing, all draft and final reports, notes, drawings, specifications, data, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, ideas, concepts, website designs, other designs, source code, object code, electronic data, and all other files, documents, and other written material of any kind and any and media whatsoever, created, developed, received or provided by Consultant in the performance of this Agreement (collectively "Work Product") shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.. All Work Product shall be considered "works made for hire," for the benefit of City. Upon completion of this Agreement, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant's consent, provided that Consultant will not be held liable for any use, reuse or modification of the Work Product for purposes outside this Agreement. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to the subsection directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and 8 of 20 the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, and its officials, officers, employees, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state. or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Work Product and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 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. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or interests or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment' and "delegation" include, but shall not be limited to, any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 9 of 20 15.0 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, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product 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 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 17.0 Insurance 17.1. General Requirements. 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. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect 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, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal I 1 • ire] 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: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 17.2.3. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Insurance in the amount required by law; and Employer's Liability with minimum limits of $1,000,000 per accident and in the aggregate for bodily injury or disease. 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain limits of no less than $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than ANIII, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 17.4.1. For general liability insurance, City, its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials 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. 17.4.2. For automobile liability, City, its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, 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. 11 of 20 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or .approved by 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 City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its officials, officers, employees, agents, volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, 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 and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors 'in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy shall expressly waive the insurer's right of subrogation against City and its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during 12 of 20 the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by 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 City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under any provision of this Agreement. 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. General. Consultant and City agree that City, its officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0) should, to the fullest extent permitted by law, 13 of 20 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, or to Consultant's breach of any provision 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 City and the other Indemnitees. Consultant acknowledges that City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect City and the other Indemnitees, as set forth in this Agreement. 18.2. 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 City and the other 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 (collectively "Claims"), to the extent arising out of, or pertaining or relating to, the negligence, recklessness or willful misconduct of, or breach of this Agreement by, Consultant and/or its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of professional services under this Agreement. Consultant shall defend City and the other 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 experts' costs actually incurred in connection with such defense. Consultant shall reimburse City and the other Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. For Claims arising out of "design professional services," Consultant shall indemnify and hold harmless City and the other Indemnitees in accordance with Civil Code §2782.8(a), and in no event shall the cost to defend the Indemnitees that is charged to Consultant, exceed Consultant's proportionate percentage of fault. 18.3. 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 City and the other Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), 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 14 of 20 individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities 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 Liabilities 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. 18.3.1. Consultant shall defend, indemnify and hold harmless City and the other Indemnitees in accordance with Sections 9.0 and 10.0. 18.4. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 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 and/or Liabilities 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 and/or Liabilities 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. 18.5. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, 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 its statutory immunity under such statutes or laws as to City and the other Indemnitees. 18.6. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims and/or Liabilities asserted against City or any of the other Indemnitees. 15 of 20 19.0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law.. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 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. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 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. 23.0 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. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that 16 of 20 ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. The Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement (whether contract, tort or both). 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. 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. 27.2. 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 17 of 20 deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. 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 Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 18 of 20 31.0 Mutual Cooperation 31.4. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.5. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 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. 34.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 35.0 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. 36.0 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 19 of 20 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. CITY OF SEAL BEACH By: --� , Director of Pub_ i s Attest: I�q�BRATF By: Gloria D. a e , Qui �.nIIM Approved as to m: By: Nichola R. Ghirelli, City Attorney CONSULTANT: Nichols Consulting Engineers, CHTD, a Nevada Corporation By: r " Name: ichae eacox Its: Treasurer & Vice President By: Name: Greqory Fasiano Its: Secretary & Vice President (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 20 of 20 EXHIBIT Consultant's Proposal M City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 August 14, 2023 Mr. David Spitz, PE, QSD Associate Engineer City of Seal Beach 211 Eighth Street, Seal Beach, CA 90740 Subject: Proposal to Update 2024 Pavement Management Program Update Dear Mr. Spitz: NCE is pleased to present the City of Seal Beach (City) with this letter proposal to update the City's Pavement Management Program (PMP). NCE is familiar with the City of Seal Beach (City's) street network, as we have worked on the City's Pavement Management System (PMS) since 2004. More recently, NCE updated the City's PMS and the required Orange County Transportation Authority (OCTA) deliverables in 2020. As part of this project, NCE will partner with the City to update the PMS database, recommend rehabilitation strategies to improve pavement conditions, develop a street rehabilitation list, and deliver a report in OCTA's most current PMS template to ensure compliance and receipt of Measure M2 funding. With more than 100 person-years of experience with PMS updates, NCE has more knowledge and understanding of pavement management than any other pavement consulting firm. Our highly trained technical staff are experienced in data collection and have worked together on numerous other similar projects. They have developed an excellent reputation for dedication, integrity, productivity, quality of work, and service to our clients. Specifically, the NCE team provides the following capabilities to the City: • Previous Seal Beach Experience — NCE has been assisting the City with updating its PMP since 2004, with the last update done in 2020. Our proposed team can provide the City with the technical and management experience to deliver the PMP project on schedule and within budget, as we have in the past. We are familiar with City's PMP and road network and have established working relationships with City staff. • Understanding of Measure M2 reporting requirements — NCE understands OCTA's stringent reporting requirements for Measure M2 compliance. Our firm has worked with OCTA since 2008 in providing training to Orange County agency staff,and we helped OCTA develop the reporting guidelines and are current with new modifications. The newest reporting guidelines require each agency to submit GIS deliverables, which is a major change from the previous reports. • Local experience—NCE has extensive experience in Southern California, and we have worked for more than 90 cities/counties locally on similar PMP projects. In addition to the above, NCE has worked with more than 200 local agencies across California delivering PMP projects. • Certified Inspectors — NCE's field inspectors and engineers are qualified through the OCTA Inspector Certification Programs to ensure accurate and reliable results. NCE's field inspectors ;`;NCE Page 1 City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 are also certified through the Metropolitan Transportation Commission (MTC's), the only agency to administer StreetSaver® certification. Rigorous quality control — NCE's projects include a Quality Control/Quality Assurance (QC/QA) Manager to provide a thorough review of documents prepared for deliverables who reports directly to the Project Manager. Additionally, NCE's engineers and technicians undergo a mandatory internal training/calibration once a year for field condition surveys as well as for other PMP -related activities. NCE has the capability to deliver responsive, cost-effective, and high-quality pavement management and pavement engineering services. This contract will be managed from our Fountain Valley office, less than 20 minutes from the City. If necessary, we can respond and be at the City's offices within hours. These services will be accomplished through a systematic and organized method of work and communication. NCE looks forward to your favorable review of our proposal and the opportunity to continue our work with the City. Please do not hesitate to contact me with any questions and/or comments you may have. Sincerely, N�C,QE (� V(1A-NJ). Lisa K. Senn Senior Project Manager :f�10E Page �2 ;' City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 Project Understanding & Approach NCE understands that the City of Seal Beach (City) is seeking a consultant to update its Pavement Management Plan (PMP). The City has approximately 41.3 centerline miles of streets and utilizes the PAVERTm software. The last update was completed in June 2022. The City has undertaken an extensive rehabilitation plan for its street network in the past two decades. The City desires to update its PMP to ensure that the streets are maintained in the most cost-effective way possible. Further, it is required by OCTA to continue to receive Measure M funding and assist the City in achieving the CTC's reporting requirements as part of the RMRA/SB1 funding. Scope of Services Details of NCE's proposed scope of services and schedule follow on the subsequent pages. Task 1 — Kickoff Meeting NCE will meet with City staff to review and finalize project scope. The technical approach, schedules and administrative items will be discussed. At a minimum, items will include: 451 Scope of work, project schedule, budget and invoicing requirements 41 Points of contact 10 List of new streets since last update 41 Public safety concerns, requirements and procedures 40 Quality Control / Quality Assurance Plan 0 Maintenance history records in Maintenance budgets 41 Other items, as appropriate Prior to this meeting, NCE will prepare a detailed agenda for the City's review and comment. Additional meetings will be held at appropriate milestones. DELIVERABLES: Technical memorandum summarizing meeting :' Schedule of future meetings Task 2 — Pavement Survey NCE's OCTA -certified pavement inspectors will survey all City maintained streets using the ASTM D6433 protocols. Typical examples of distress types are shown on the next page. ;INCE Page 13 ,x- ''sv- Alllgafa "Ufia_did Blac - rar rt ranm`ne` racldn V `� Alligator or Fatigue Cracking Bleeding/Flushing Block Cracking Bumps & Sags ,- C orrugation Depression = Edge Cracking Joint Reflection Cracking Lane/Shoulder Drop Off City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 Blowup/Buckling Corner Break Divided Slab Durability ("D") Cracking Faulting Joint Seal Damage Lane/Shoulder Drop Off Linear Cracking (Non - Reinforced Slabs) Linear Cracking (Reinforced Slabs) Longitudinal &Traverse Patching, Large (> 5.5 SF & Cracking Utility Cuts) Patching&Utility Cut Patching Patching, Small (<5.5sf) Polished Aggregate Polished Aggregate Potholes Po outs Railroad_ Crossing Pumping Rutting Punchout _ Shoving Railroad Crossing Slippage Cracking Scaling _ Swell Shrinkage Cracks Raveling Spalling, Comer Weathering Spalling, Joint There are three types of distress surveys that agencies and consultants have performed for pavement management programs, and each has its advantages and disadvantages. Briefly, these are: Walking Surveys — These are performed with one-person crews (for high volume streets like expressways or major arterials, two -person crews may be needed for safety). The major advantage of this survey method is that it is highly accurate, since cracks and all other pavement distresses are measured and recorded. However, walking surveys are more labor-intensive and are thus more expensive than windshield surveys. OCTA recommends this method for the MPAH. Windshield Surveys — These are performed with two -person crews in a vehicle traveling at low speeds (under 15 mph). The major advantage is that 100% of the roadway is surveyed, and it can be accomplished very quickly, safely and inexpensively. However, the disadvantage is that the data collected tends to be of variable quality. In particular, low -severity distresses are typically not visible from a moving vehicle. This results in a higher than expected condition rating of the streets, and consequently, a lower estimate of the backlog and pavement M&R needs. OCTA accepts windshield surveys for local roads. Automated Surveys — These are typically performed with a customized vehicle that is equipped with a video or digital camera and/or laser bars. The major advantage is that they are equipped to perform surveys very quickly and safely. However, post -processing time can offset cost -savings in the field, and the quality of the data can be variable depending on light conditions (e.g., tree -lined streets with contrasts in light and dark) because shadows can mask some distresses. Typically, only the outer travel lanes are surveyed, and for most residential streets, only one lane is surveyed. No parking lanes are included, which eliminates ,',DICE Page 14 City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 distresses such as tree root distortions, edge cracking, oil spots from parked cars etc. The PCI can be either lower or higher than walking surveys, depending on the types of distresses. Finally, these vehicles are expensive to purchase (typically over $100,000 per) and unless the City wishes to be tied to one vendor for future PMS updates, this option is not usually recommended. C: OCTA recommends walking surveys for MPAH roadways. Walking surveys are what the City has used in the past. By continuing this method, the City is assured that there should be no major differences in the PCI's. Therefore, NCE will perform walking pavement condition surveys in standards as per ASTM D6433-11. A minimum of one sample unit per section will be inspected. Approximately one sample unit will be inspected for each 1,000 lineal feet of roadway. Any variation from the established procedures will be to accommodate unique local conditions, e.g., gap -graded texture of rubberized asphalt concrete overlays, chip seals over Portland cement concrete pavements, etc. These conditions typically exhibit unique distresses that may not be reflected in any distress manual, so special exceptions will need to be made. Any areas which are not typical of the entire section will be inspected and recorded as a special sample unit. accordance with the established High severity bleeding Our scope of work and condition surveys do not address issues including, but not limited to traffic, safety and road hazards, geometric issues, road shoulders, sidewalks, curb and gutters, drainage issues or short- term maintenance that should be performed. NCE will be responsible for providing all equipment necessary for performance of this task. Should City personnel wish to observe NCE's crews during the surveys, we will be more than happy to accommodate the City. Individual city staff may also accompany NCE's field crews for up to a half day each — to gain hands-on training at no additional cost to the City. We have found that this is the most effective training method for agency staff, as they become part of the data collection crew, rather than just an observer. Data Entry and PCI Calculations The distress data will be recorded on tablets once the surveys are complete. We will be responsible for providing all equipment necessary for performance of this task. The data will receive random quality control checks to ensure that it is complete and accurate. Quality Control Quality management practices for pavement management suggest that a one-time survey of the final data are typically inadequate and involve a high risk of failure. Quality Control (QC) checks are critical on a project such as this. As part of NCE's goal to provide a superior quality product for our clients, we incorporate a QC component into all of our projects. For this project, we the proposed the QC Manager will have the following project responsibilities: 441 Calibration of all data collection activities 40 Review of field activities, including spot checks on the field crews Quality Control Plan 2024 CftM&Pe ft lUU=trod RV -1 PM? 08/14/20M "rei"! NCE Fc 1 j� "�I a✓�. x.�. I��rih ,. i ";NCE Page 15 City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 4-: Review field procedures and making changes as needed 421-1 Compare the field data collected with on-site conditions y: Review of all data entry functions, including random spot checks Review of reports generated and analyses performed to ensure a quality product In addition, NCE's technicians are qualified for OCTA distress collection and have been certified by MTC. The qualification and certification process assure the City of Seal Beach that NCE's technicians have the skills needed to assess the distresses correctly. DELIVERABLES: QC/QA Plan 40 PCI Report (Excel format) Task 3 — Update Maintenance and Rehabilitation Strategies and History The development of the M&R Decision Tree is a critical step in any PMS implementation.as it has a direct and significant impact on the final work plan that is developed, as well as the budgeting consequences. Therefore, NCE will meet with City staff to provide a brief overview of different treatments available, and their applicability to Seal Beach. This will include: 421 Pavement preservation activities, e.g., chip, scrub, slurry and cape seals (conventional as well as with rubber), microsurfacing, crack filling and sealing, ultrathin bonded overlays. 0 Rehabilitation, e.g., cold in-place recycling, full depth reclamation, foam asphalt, warm mix technology, asphalt rubber overlays. This will include the recommendation of appropriate treatments such as seals or overlays, and the determination of treatment unit costs. The advantages and disadvantages of each will be discussed, together with any local experiences. NCE's experience in pavement engineering and design, as well as local conditions, allows our staff to be able to provide the City with solutions that are innovative, practical and constructible. Finally, NCE will review and update any historical treatments that have occurred since the last update. Populating the City's PMS database is extremely useful for determining future treatments and predicting the performance of a network (it is also an OCTA requirement). This historical data should include overlays, reconstructions and surface seals. These records must include the following information: 41.9 Street Name ,10 Branch and Section ID's 451 Beginning and ending limits of work v: Tvoe of treatment :' Date of treatment DELIVERABLES: Updated maintenance decision tree with unit costs and treatment strategies '. M&R history report Page 16 a';NCE City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 Task 4 - Budgetary Analyses and Reports NCE will perform a Budget Needs or Unconstrained Budget analysis using a seven-year analysis period (or more to identify long-term trends). This task will identify M&R requirements for each road section and determine the total maintenance and rehabilitation requirements over the entire analysis period. The costs are then summed for the entire period. This forms the basis for performing Budget Scenario evaluations, which optimize the street sections for repair under constrained budgets. In simplistic terms, the Budget Needs analysis answers the questions: "If I have unlimited funding for street maintenance and repair, which streets should 1 fix? When should I fix them? What treatments should I apply? How much will it cost?" The Budget Scenarios evaluation prioritizes sections for repair under constrained, realistic, budgetary assumptions. Multiple funding scenarios may be performed to answer "what -if' questions (the real "meat" of any PMS). NCE will perform budget scenarios based on the input from the City during the meeting that discussed the pavement strategies, unit costs and annual budget. Examples of scenarios include: Existing funding levels 4: Funding levels required to maintain the current network PCI 4! Funding levels required to increase the network PCI Simply put, this module answers the question: "If I only have limited funds for street maintenance and repair, which streets have the highest priority for repairs, when should I perform. the repairs, and how much will it cost?" NCE will then prepare a final report that summarizes the overall condition of the City's pavement network, the maintenance & rehabilitation strategies used by the City, the results of budgetary analyses, different budget scenarios and recommendations on the recommended scenario with selected road sections for maintenance and rehabilitation. In addition to the City's requirements, this renort will meet OCTA's Measure M2 reauirements, as outlined by the OCTA PMP Template of April 2023. Additionally, NCE will provide the following information in the report for the City's reference: 451 Current pavement conditions in tabular format for all street classes and surface types; 051 An analysis allowing the City to measure and understand the impact of deferred maintenance (backlog) on the overall network condition. 4: Current funding sources as well as any addition sources the City may wish to investigate. Upon receipt of the City's comments on the draft report, NCE will make appropriate revisions and corrections and will submit the Final Report to the City. Finally, NCE will prepare and present the results of the update for City staff and/or City Council at no cost. This will be a short (15 to 20 minute) informational item. NCE has recently completed similar presentations for other Southern California City Councils. ;INCE Page 17 City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 NCE's value to the City is the information that we can offer from other cities, and the results of tight budgetary constraints as well as a statewide perspective from NCE's findings from the California Statewide Local Streets and Roads Needs Assessment that included all 540 cities and counties. DELIVERABLES: :' Draft report (electronic copy) Pal Final report (electronic copy) 4121 OCTA PMP Completed Template for submission PowerPoint presentation Schedule NCE proposes the following schedule upon notice to proceed. Task Description Task 1: Project Management & Kickoff Meeting Task 2: Pavement Survey Task 3: Update Maintenance and Rehabilitation Strategies and History Task 4: Budgetary Analyses and Reports WEEKS FROM NTP _ City's Review Assumptions: Task 2 includes QC. Task 2 does not include weather delays. Task 3 assumes City to provide M&R update since the last update in 2022. Task 4 includes 2 weeks for City to review draft report. Task 4 Includes Council presentation as needed by the City. jINCE Page 18 City of Seal Beach 2024 Pavement Management Plan Update August 14, 2023 Cost NCE's cost estimate for the above scope is shown in the table below. Assumptions: Tasks 1 & 4 include 1 meeting each. Task 2 assumes 41 miles and no new streets. Walking surveys are assumed. Task 3 assumes .2 years of M&R history to be updated. Task 4 includes. Council Presentation at no extra cost to the City. ;-;BICE Page 19 EXHIBIT B 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 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." 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. NICHCON-02 MINSHALLV ACORO" DATE (MMIDDIYYYY) `,f CERTIFICATE OF LIABILITY INSURANCE F9/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 IOA Insurance ServicesFAX 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 CONTErica Wilson PHONE Ed): (858) 754-0063 50233 (ac, No):(619) 574-6288 1E Lo, D . Erica.Wilson@ioausa.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:RLI Insurance Company 13056 INSURED Nichols Consulting Engineers, CHTD 1885 S. Arlington Ave., #111INSURER Reno, NV 89509 INSURER B: Allianz Underwriters Insurance Company 36420 INSURERC: D : INSURER E INSURER F Cr)VFRAr.FR CERTIFICATE NiHMRFR• REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRIN TYPE OF INSURANCE ADDL D SUER WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE a OCCUR X PSB0003222 5/17/2023 5/17/2024 DAMAGE TO RENTED s 1,000,000 ence)X MED EXP (Any oneperson) S 10,000 Cont Liab/Sev of Int PERSONAL &ADV INJURY S 1'000'000 GEN'LAGGREGATE 'LIMIT APPLIES PER: POLICY F_x1 of F] LOC GENERAL AGGREGATE S 2'000,000 PRODUCTS - COMP/OP AGG S 2,000,000 Ded S 0 OTHER: A AUTOMOBILE UA131UTY EDa�d ntSINGLE LIMIT $ 1,000,000 BODILY INJURY Per erson S ANY AUTO PSA0001184 5/17/2023 5/17/2024 OWNED SCHEDULED AIUTEO�S ONLY AUTO.pS Ix BODILY INJURY Per accident S PeraaitlenDAMAGESComp.: AUT OS ONLY ANTOS ONED $500 X Coll.. S500 5 A UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 5,000,000 AGGREGATE $ 5,000,000 X EXCESS UAB CLAIMS -MADE PSE0003030 5/17/2023 5/17/2024 DED I X I RETENTIONS O S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYYIN ANY PROPRIETOR/PARTNER/EXECUTIVE —] OFFICERIMEMBER EXCLUDED? (Mandatory In NH) N / A PSW0001956 5/17/2023 5/17/2024 X PER OTH- TAT TE ER 1,000,000 E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYE S' 11000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Prof. / Poli. Liab. USFOO807823 5/17/2023 5/17/2024 Per Claim 5,000,000 B Ded.: $50k Per Claim USFOO807823 5/17/2023 5/17/2024 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Public Works 8, Community Development City of Seal Beach, its officials, officers, employees, agents, volunteers and those City agents are Additional Insureds with respect to General Liability and Auto Liability per the attached endorsements as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non -Payment of Premium in accordance with the policy provisions. City of Seal Beach 211 Eighth Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ax)� ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: Nichols Consulting Engineers, CHTD RLI Insurance Company Policy Number: PSB0003222 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION If — LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION 11 — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1