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HomeMy WebLinkAbout25F - AGMT - ENGINEERING ADMIN SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2015 TITLE: AGREEMENTS WITH PROJECT PARTNERS, INC., PENCO ENGINEERING, INC., AND CIVILSOURCE, INC., FOR ENGINEERING, TECHNICAL AND ADMINISTRATIVE SUPPORT SERVICES {STRATEGIC PLAN N 6, 1C} CITY MA' GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1° Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute agreements with Project Partners, Inc., PENCO Engineering, Inc„ and CivilSource, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide engineering, technical, and administrative support services, for a three -year period expiring October 20, 2018, with provisions for one 2 -year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $500,000 for each firm over the entire term of the agreement, including any renewal. DISCUSSION The Public Works Agency oversees all aspects of civil engineering for capital improvements projects, including managing project design and construction. The approval of this recommended action will allow the City to temporarily augment staff as needed for various time - sensitive engineering, technical, and administrative duties to meet the agency goals and deliver projects in a timely manner. In the past, the City has contracted with firms to provide temporary staff for the Public Works Agency to perform a wide range of tasks such as design engineering, construction administration, plan checking, grant funding reimbursement, and other duties related to delivery of the Capital Improvement Program (CIP). The approved FY 2015 -16 CIP contains a very ambitious plan to design and construct $150 million in capital infrastructure improvements over the next three years. In anticipation of peak workloads which could exceed our staffing capacity, the recommended staff augmentation will help to maintain time - sensitive project delivery schedules and grant commitments. On June 24, 2015, the Public Works Agency released a Request for Proposals on the City's website and notified qualified consulting firms, Five proposals were received and evaluated by a review committee from the Public Works Agency. Each firm was rated according to Its organization, credentials, resumes, references, and fees to provide the required services. The list of the firms and their respective scores is as follows: 25F -1 Agreements with Project Partners, PENCO, and CivilSource for Engineering, Technical, and Administrative Support Services October 20, 2015 Page 2 Project Partners, Inc. 91 PENCO Engineering, Inc. 86 CivilSource, Inc. 84 BRADY Not Rated PacRim Engineering Not Rated Staff recommends that Project Partners, Inc., PENCO Engineering, Inc., and CivilSource, Inc„ be retained to provide engineering, technical, and administrative support services. The cost proposals from these three firms were negotiated to ensure the City receives the highest quality and value. The other proposals were not rated because they provided scopes of work for engineering services but not for staff augmentation. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact at this time. Prior to utilization of any of these on -call services, Public Works staff must receive Finance & Management Services Agency approval of funding and accounts to ensure that funds are available under the authorization and aggregate limit of these agreements. Upon successful completion of this fiscal review, a corresponding Notice to Proceed containing specific scope and maximum expenditure for the task order will be issued to a firm. Funding for these services are available in prior year and the current FY 2015 -16 approved CIP budgets, and will be budgeted in future CIPs. Public Works Agency FM /EWG /AF Exhibits: 1. Agreement — Project Partners, Inc. 2. Agreement — PENCO Engineering, Inc. 3. Agreement — CivilSource, Inc. 25F -2 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 21st day of October, 2015 by and between Project Partners, Inc, ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. On Tune 24, 2015, the City issued Request for Proposal No, 15 -045, by which it sought proposals from qualified firms for engineering, technical, and administrative support services to be provided to the Public Works Agency on an as- needed basis. B, Consultant submitted, a responsive proposal that was among those selected by the City, Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -045 as Attachment 1 and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B. The total stun to be expended under this Agreement shall not exceed $500,000 during the term of this Agreement. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper- invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on October 21, 2018, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for one (1) two -year period upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided, in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall beat City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent fonn, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the -California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance, Prior to commencing the 25F 4 performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to tenninate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. W�1QMUV 1013CN11 11610 Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, .employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out 25F -5 3 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed tinder this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred tinder this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work., data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less then reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any inforanation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement, 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the marmer provided in this Section, to the following persons: 25F -6 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Fred Mousavipour Executive Director Public Worlo Agency City of Santa Ana 20 Civic Center Plaza M -36 P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5622 Project Partners, Inc. 23195 La Cadena Dr, Suite 101 Laguna Hills, CA 92653 Attn: (949) 852 -9300 (office) (949) 852 -9352 (fax) City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid,, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any patty, which are not embodied herein. 25F -7 5 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfonned by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents.to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California raid the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out o£, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fiilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D, Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Ey: C' unk T , JoJohn F Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred. Mousavipour Executive Director Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Project Partners, Inc. Tax ID# 25f -9 25F -10 Appendix ATTACHMENT I. SCOPE OF WORT{ CITY OF SAN'I A ANA RFQUE+ST FOR PROPOSALS FOR k:NGINCERING, TECHNICAL AND ADMINISTRATIVE SUPPORT SERVICES RF.1P NO.: 15045 W odlL i.An and Bac1«round: The City of Santa Ana is located in the County of Orange in Southern California, The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana Public Works Agency is soliciting proposals for staff services from consulting firms to assist in the Design, Construction Management, Project. Managomont, Inspection, Oversight and delivery of Public Work Services, In the past the City has utilized used professional and administrative staff oil as needed basis to meet the goals and objectives of the City in the delivery of quality, on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the .noeds of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering, technical, and administrative support services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. Description of Work: On as needed basis, the Consultant /s will provide the City with professional staff to perform onginoeting, technical and administrative tasks on the delivery Public Work Services, These tasks may include engineering design for street rehabilitation and street widening projects plans acid specifications. Underground utility design and review for water, sower and storm, drain plans and speoifications, Next, Electrical and Mechanical consulting, review and design of plans and specifications for water infrastructure (i,e, wells, pump stations, sewer lift stations), Also, landscaping and irrigation system design for public work projects. In addition, and including traffic signal design, road striping, survey services, contract management, project inspection and oversight, and administrative support services, The .list of positions the Consultant /s Wright need to fit[ include the following; Engineering/Teelwicai Project Engineer Senior Civil Engineer (PE License Required) Assistant Engineer II, (Civil, Electrical, Mechanical) City of Santa Ana RI C' 15 -045 25F -11 « Assistant Engineer I, ( Civil, 'Electrical, Mechanical) ► Engineering Aide « CADD- Designer GIS Analyst • Land Surveyor (LS License Required) « Project Manager « Field Inspector (Construction) • Field Inspector (Buildings) « Storm Water Coordinator o Plan Check Engineer Adm$ n flA, e « Senior Accounting Assistant e Accounting Assistant « Administrative Assistant « Contract Administrator After the City identifies the need for a position to be filed, the selected oonsultant/s will be asked to provide resumes of the candidates for the position, The City reserves the right to interview any of the candidates prior to making the selection. Registered Professional Engineers and Licensed Land Surveyors maybe required to sing plans, specifications and contract legal documents. The City will accommodate the chosen candiaate/s in a workstation with and provide rotated office supplies, and provide access to the building (temporary identification cards), Consultant Cues onsibllitles: Consultant ,udit and Review Process: Prior to awarding the contract, the selected. Consultant might be subject to an audit or review by Caltrans' Audits and Investigations (A &t), other state audit organizations, or the federal government, The selected Consultant /s shall complete Exhibit 10 -K — Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachnxent4. 0tv Restsonsibilities; The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. E —ee -'r® isalI Include all forms arid information as requested. The funding mechanisra for any of the available positions might corn from different 'funding sources and would need to comply with the funding Agency toquirements, Clty of Santa Ana RF 11 &04 25F -12 In addition to Section IV,B,3 (Submittal Requirements; Fee Proposal) fee sobedule shall be structured as follows: • Caltrans 0unded projects, reference LAPM Exhibit 10 -H (sample cast proposal) included in Attachment 4, Special Reutdrements (Attachment 4); Compliance with Funding A&Mgyi All services rendered under federal, state and other non- local funding sources are subject to compliance with the regulatory funding agency. If Caltrans, This project Is funded through XXXX and snail comply with all requirements of XXXX The attached forms must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10 -1-1: Sample Cost Proposal • LAPM Exhibit 10 -I : Notice to Proposers, DBE Information • LAPM Exhibit 10.01: Consultant Proposal DE.E Commitment • LAPM Exhibit 10 -If.: Consultant Certification of Contract Costs and Financial management System If'CDBG: This agreement will be Amded through the U,S, Department of Housing and Urban Development, Community Development Block Grant Program and as such is subject to the conditions of the Section 3 Contract Clause, Proposer shall comply with all requirements as they.pertain.to tite use of these funds. Refer to Attachment 4, included in the Appendix of this RFP. If the project will be financed by federal funds all services rendered shall meet all required fedora[ requirements included in this request for proposal. Consultants are advised that, as required by federal law, the City of Santa Ana is implementing the now Race Conscious' Disadvantaged Business Enterprise (DBE) .Program. The DBE goad for this contract is 9.60%. City of Santa Ano RFP 15-045 —� 25F -13 1041 6111111019 25F -14 Project Partners (07/14/15) Title Billing Rate Project Engineer $ 66.00 to $ 78.00 Senior Civil Engineer .(PE, License Required) $ 72.00 to $ 97.00 Assistant Engineer II $ 56.00 to $ 69.00 Assistant Engineer $ 38.00 to $ 55.00 Engineering Aide $ 33.00 to $ 48.00 CARD- Designer $ 43.00 to $ 58.50 GIS- Analyst $ 49.00 to $ 78.00 Land Surveyor (LS, License Required) $ 88.00 to $ 102.00 Project Manager $ 85.00 to $ 114.00 Field Inspector (Construction)* $ 92.50 to $ 115.62 Building Inspector (Buildings)* $ 92.50 to $ 115.62 Storm Water Coordinator $ 38.00 to $ 54.00 Plan Check Engineer $ 78.00 to $ 97.00 Senior Accounting Assistant $ 35.00 to $ 50.00 Accounting Assistant $ 26.00 to $ 39.00 Administrative Assistant $ 23.50 to $ 36.00 Contract Administrator $ 37.00 to $ 50.00 * Prevailing Wage - Standard 25F -15 EXHIBIT C 25F -16 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 25F -17 25F -18 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 21st day of October, 2015 by and between PENCO Engineering, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 24, 2015, the City issued Request for Proposal No. 15 -045, by which it sought proposals from qualified firms for engineering, technical, and administrative support services to be provided to the Public Works Agency on an as- needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -045 as Attachment 1 and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a.. City agrees to pay, and Consultant agrees to accept as total payment for its services -the rates and charges identified in Exhibit B. The total sum to be expended under this . Agreement shall not exceed $500,000 during the term of this Agreement. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM _ ._..... ... .. This Agreement shall commence on the date first written above mid terminate on October 21, 2018, unless tenninated earlier in accordance with Section 15, below. The term of this Agreement may be extended for one (1) two -year period upon a writing executed by the City Manager and the City Attorney. Vii: Q 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided, in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible mediurm of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data"), Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Docmnents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned autornobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the 25F220 performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement, (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination, Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out 25f -21 of, pertain to, or relate to the negligence, recklessness, or willfiil misconduct of the Consultant. S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant tinder this Agreement, 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written infortnation, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mariner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: 25F4.22 To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Fred Mousavipour Executive Director Public Worlds Agency City Attorney's Office City of Santa Ana City of Santa Ana 20 Civic Center Plaza M -36 20 Civic Center Plaza (M -29) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax 714- 647 -5622 Fax 714- 647 -6515 PENCO Engineering, Inc. 16842 Von Karman Avenue, Suite 150 Irvine, CA 92606 Attn: Jeffrey M. Cooper 949 -753 -8111 (office) 949 - 753 -0775 (fax) A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, comrnimication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instruunent signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25F -23 5 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mill and void. Nothing in this Agreement shall be construed to limit. the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement, 16. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual, orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25F�- 24 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and tight to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: leffiey M. Cooper PENCO Engineering, Inc. Tax ID# 25F -25 7 EXHIBIT A 25F -26 ._ _..�_._......_ Appendix ATTACHMENT i. SCOPE OF WORK CITY Or, SANTA ANA REQVEST FOR PROPOSALS FOR ENGINEEmNG, TECHNICAL AND ADMINISTRATIVE SUPPCIRT'SERVICES RPP NO.: 19045 Intrtic4ucti,�sllci Bttcktrratlncl: The City of Santa Ana is located in the County of Orange in Southern California, The City encompasses 27.5 square miles and a population of over 225,000 people. The City of Santa Ana Public Works .Agency is soliciting proposals for staff services fiom consulting firms to assist in the Design, Construction Management, Project. Management, inspection, Oversight and delivery of Public Work Services. In the past the City bas utilized used professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery Of quality, on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is golielting proposals from qualified tiring to provide engineering, technical, and administrative support services for public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service $id Proposal and to provide the services described herein. bDescri tion o� .. f Wor On. is needed basis, the Consultantls will provide the City with professional staff to perform engineering, technical and administrative tasks on the delivery Public Work Services. These tasks may include engineering design far street rehabilitation and street widening projects plans and specifications. Underground utility design and review for water, sower and storm drain plans and specifications, Next, Electrical and Mechanical consulting, review and design of plans and specifications for water Infrastructure (i,e, wells, pump stations, sewer. lift stations), Also, landscaping and irrigation system design for public work projects, In addition, and ineluding traffic signal design, road shiping, survey services, contract management, project inspection and oversight, and. administrative support services, The list of positions the Consultant /s might need to fill include the following; ]Engineering /Tec nical Project Engineer Seixinr Civil ingi,neer (Pte I,iaense Izcgtdied) Assistant Engineor II, (Civil, Electrical, Mechanical) City of Santi Tna UP 16-045 25F -27 r Assistant Engineer 1, ( Civil, 'Electrical, Mechanical) + Enghreering Aldo + CADD- Designer + alS Analyst + Land Surveyor (LS License required) + Projeot Manager + Field Inspector (Construction) + Field inspector (Buildings) + Storin Water Coordinator + Plan Check Engineer Adnrinistuatiwe • Senior Accounting Assistant • Accounting Assistant + Achninistrative Assistant + Contract Administrator After the City Identifies the need for a position to be filled, the selected consultant/s will be asked to provide resumes of the candidates for the position. The City reserves the right to .interview any of the candidates prior to malting the selection. registered Professional Engineers and Licensed Land Surveyors may be required to sing plans, specifications and contract legal documents. The City will accommodate the chosen caadidatc /s in a workstation with and provide related office supplies, and provide access to -the building (temporary identification cards), Consultant Responsibilities: on ultaut udit anc] roview ?rotes: Prior to awarding the contract, the selected Consultant might be subject to an audit or review by Caltrans' Audits and Investigations (AM), other state audit organizations, or the federal govertunent, The selected Consultant /s shall complete Exhibit 10.K — Consultant Certification Contract Costs and Financial, in the Appendix of this rFP as Attachment 4, City Respon.sibilifles: The City will provide infennation in its possession relevant to the preparation of the required information In the rFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Fee P'rol5osal: include all forms and information as requested, 'ilre flinding mcob,anisin for any of the available positions might come from different ftitnchng sources and would need to comply with the funding Agency requirements. City of Santa Ana RFP 16-045 25F -28 In addition to Section IV,B,9 (Submittal Itequiretumts: Fee Proposal) fee schedule shall be structured as follows: • Caltrans funded projects, reference LAPM Exhibit 10-1.1 (sample cost proposal) included in Attachment 4, Special Re uir Menta Attachment 4): Compliance with Funding Agency: All services rendered tinder federal, state and other non• local fttnding sources are subject to compliance with the regulatory funding agency. If Cal trans: This project is funded through XXXX and shall comply with all requirements of XXXX The attached forms must be completed in their entirety and submitted with your proposal: * LAPM Exhibit 10 -H; Sample Cost Proposal d LAPM Exhibit 104: Notice to Proposers, DBE Information » LAPM Exhibit 10.01: Consultant Proposal DBE Commitment LAPM Exhibit 10 -M Consultant Certification of Contract Costs and Financial management System If CDBG: This agreement will be firaded through the US, Department of Housing and Urban. Development, Community Development Block Grant Program and as such is subject to the conditions of the Section 3 Contract Clause, Proposer shall comply with all requirements as they.pertain to the use of these funds. Refer to Attachment 4, included in the Appendix of this RF'P. If the project will be financed by federal funds all services rendered shall meet all required federal requirements included in this request for .proposal, Consultants are advised that, as required by federal law, the City of Santa Aria is implementing the new Mace Conscious Disadvantaged Business Enterprise (DBE) Program. The DBE goal for this contract is 9,60 %, .W_._ MY of Santa Ana Rr'P 1 -Uh5 25F -29 10,14 111 Ill NED9 25F -30 TITLE Project Engineer Senior Civil Engineer (PE, License Required Assistant Engineer II Assistant Engineer I Engineering Aide CARD- Designer GIS- Analyst Land Surveyor (LS, License Required) Project Manager Field Inspector (Construction) Building Inspector (Buildings) Storm Water Coordinator Plan Check Engineer Senior Accounting Assistant Accounting Assistant Administrative Assistant Contract Administrator 25F -31 BILLING IZATEf1EIR $66 -$98 $72 -$97 $56 -$69 $38 -$55 $33-$48 $43- $58.50 $49 -$78 $88 -$1.02 $85 -$114 $70 -$80 $75 -$85 $100-$1.10 $100-$110 $100-$110 $100 -$110 $70 -$75 $75-$80 EXHIBIT C 25F -32 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional Insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Insured Countersigned by Authorized Representative 25F -33 25F -34 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 21st day of October, 2015 by and between CivilSource, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 24, 2015, the City issued Request for Proposal No. 15 -045, by which it sought proposals from qualified firms for engineering, technical, and administrative support services to be provided to the Public Works Agency on an as- needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -045 as Attachment I and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $500,000 during the term of this Agreement. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on October 21, 2018, unless terminated earlier in accordance with Section 15, below. The tern of this Agreement may be extended for one (1) two -year period upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement. is not intended, nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manmer consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a filly executed additional insured endorsement in substantially the form attached as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence, Such insurance shall include coverage for owned, hired and non -owned automobiles, c. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the 25F -36 performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent reiglvyftit Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred, under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant tinder this Agreement. 10. CONFIDENTIALITY I£ Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: 25F -38 4 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Fred. Mousavipour Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza M -36 P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5622 CivilSource, Inc. 9890 Irvine Center Drive, Irvine, CA 92618 Attn: Amy Amirani 949 - 585 -0477 (office) 949 -585 -0433 (fax) City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25F -39 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) clays written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payinent, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16, NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25F�40 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jay: JoJohnFunun k Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency [1IYt !7iII.YJP►11FAVaITi1 David Cavazos City Manager CONSULTANT: Amy Amirani CivilSource, Inc. Tax ID# 25F -41 7 'I. M 25F -42 Appendix A'T'TACHMENT T SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LNCINEERING, TECHiVICtAL AND ADMINISTRATIVffi SUPPORT SERVICES RFP NOr i 15 -045 Irltrodlfctigg gnd Back2rouald: The City of Santa. Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and apopulation of over 325,000 ,people. The City of Santa Ana Public Works Agency is soliciting proposals for staff services from consulting firms to assist in the Design, Construction Management, Project Management, Inspection, Oversight and delivery of Public Work Services, ]'.n the past the City has utilized used professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality, on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the .needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering, technical, and administrative support services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to ,provide the services described herein. Descripfion of Work: on, as needed basis, the Consultant /s will provide the City with professional staff to perform engineering, technical and administrative, tasks on the delivery Public Work Services. These tasks may include engineering design for street rehabilitation and street widening projects plans and specifications. Underground utility design and review for° water, sower and storm drain plans and specifications, Next, Electrical and Mechanical consulting, review and design of plans and specifications for water infrastructure (i,e, wells, pump stations, sower lift stations), Also, landscaping and irrigation system design for public work projects. In addition, and including traffic signal design, road striping, survey services, contract management, project inspection and oversight, and administrative support services, The list of positions the Consultant /s might need to fill include the following: Enaineerirg /Techn teal Project Engineer s Senior Civil Engineer (PE.License Required) • Assistant Engineer II, (Civil, Electrical, Mechanical) City of Santa Ana RFP 15.045 25F -43 r Assistant Engineer I, ( Civil, Electrical., Mechanical) • Engineering Aide • CADD- Designer (ITS Analyst • .Land Surveyor (LS License Required) • project Manager • Field Inspector (Construction) • Field inspector (.Buildings) • Storin Water Coordinator • Plan Check Engineer Admirristratiyo + Senior Accounting Assistant • Accounting Assistant • Administrative Assistant • Contract Administrator After the City identifies the need for a position to be filled, the seleotod eonsultant/s will be asked to provide resumes of the candidates for the position, 'tire City reserves the right to interview any of the candidates prior to snaking the selection. Registered Professional Engineers and Licensed Land Surveyors may be required to sing plans, specifications and contract legal documents. The City will accommodate the chosen candidate /s in a workstation with and provide related office supplies, and provide access to -the building (temporary identification cards), Consultant Responsibilities, Copdult It •nisi and Re ie ; Prior to awarding the contract, the selected Consultant might be subject to an audit or review by Caltrans' Audits and Investigations (A &I), other state audit organizations, or the federal goverainent, The selected Consultant /s shall complete Exhibit 10 -K •- Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachment 4, City Respolisibiiities; The City will provide inforsnatiou it) its possession relevant to the preparation of the required infar7nation In the R'FP. 'rhe City will provide only the staff assistance and the documentation specifically in referred to herein, F'ee Pia P oral, Include all forms and information as requested. The Rinding mechanism for any of the available positions inight come from difforent funding sources and would need to comply with the funding Agency requirements. Clfy of Santa Flna F2rP t BM046 25F -44 In addition to Section IV,B,3 (Submittal Requirements; Fee Proposal) fee schedule shall be structured as follows: • Caltrans funded projects, reference LAPM Exhibit 10 -H (sample cost proposal) included in Attachment 4, Sueci€tl Requirements (Attachment 4): Con pli lice with Fundine AgMM All services rendered under federal, state and other non- local funding sources are subject to compliance with the regulatory funding agency. If Caltrans; This project is funded through XXXX and shall comply with all requirements ofXXXX The attached forms must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10 -H: Sample Cost Proposal • LAPM Exhibit 10.1: Notioe to Proposers, DBE Information • LAPM Exhibit 10-71: Consultant Proposal DBE Commitment • LAPM Exhibit 10 -IC: Consultant Certification of Contract Costs and Financial management System If CD.BG: This agreement will be funded through the U.S. Department of .Housing and Urban Development, Community Development Block Grant Program and as such is subject to the conditions of the Section 3 Contract Clause. Proposer shall comply with all requirements as thoy.portain.to the use of these funds, Refer to Attachment 4, included in the Appendix of this RF'P, If the project will be financed by federal Rinds all services rendered shall meet all required federal requirements included in this request for proposal, Consultants are advised that, as required by federal law, the City of Santa Ana is implementing the now Race Conscious Disadvantaged Business Enterprise. (DBE) Program, The .DBE goal for this contract is 9,60 %. City of Santa Ana RFP 15.045 25F -45 10414 loll 1 goY 25F -46 TITLE Project Engineer Senior Civil Engineer (PE, License Required Assistant Engineer U Assistant Engineer I Engineering Aide CARD- Designer GIS- Analyst Land Surveyor (LS, License Required) Project Manager Field Inspector (Construction) Building Inspector (Buildings) Storm Water Coordinator Plan Check Engineer Senior Accounting Assistant Accounting Assistant Administrative Assistant Contract Administrator 25F -47 BILLING RATE/HR $66 -$98 $72 -$97 $56$69 $38 -$55 $33 -$48 $43- $58.50 $49 -$78 $88-$102 $85 -$114 $70 -$80 $75 -$85 $89 $80 $100 $75 $60 $65 EXHIBIT C 25F -48 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 25F -49 25F -50