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HomeMy WebLinkAbout28 - CC-12 - Attachment 1 - 7/21/2015ATTACHMENT 1 CITY OF COSTA MESA PROFESSIONAL SERVICES AGREEMENT WITH KOA CORPORATION THIS AGREEMENT is made and entered into this 21st day of July, 2015 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and KOA CORPORATION, a California corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor for engineering design services, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the City's Request for Proposal ("RFP"), attached hereto as Exhibit "A," and Consultant's Response to City's RFP (the "Response") attached hereto as Exhibit "B," both incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City's Chief Executive Officer ("City CEO") or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; 1 G) KOA Corporation (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall riot be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "C," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall not exceed One Hundred Eighty Thousand Dollars ($180,000.00) 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal unless the City or 2 the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "D," attached hereto and incorporated herein by this reference. The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of three years, ending on July 20, 2018, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in 3 (D accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City: (a) Commercial qeneral liabilitv. includina nrP.miGPc-nnaratinnc products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined sinqle limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 4 ���� 5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City. (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. (e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "E" and incorporated herein by this reference. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail 0 over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 6.2. Representatives. The City CEO or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: KOA Corporation 2141 W. Orangewood Ave, Suite A Orange, CA 92868 Tel: (714) 573-0317 Fax: (714) 573 9534 Attn: Min Zhou IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754-5183 Fax: (714) 754-5330 Attn: Pritam Deshmukh 6.5. Drug-free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "F" and incorporated herein by reference. Consultant's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto . 6 �t agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. 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 paragraph. 6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is 7 a determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. 6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the Cit 8 �10 Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 6.16. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized - - 9 �f representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.25. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.27. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation Date: Mayor CONSULTANT Date Signature Name and Title Social Security or Taxpayer ID Number 10 9 Name and ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED AS TO INSURANCE: Risk Management APPROVED AS TO CONTENT: itam Deshmukh, Project Manager DEPARTMENTALAPPROVAL Ernesto Munoz blic Services Director i 11 Date: 7(q1! Date: Date: Date: � I I Date: 7e ;6. _ EXHIBIT A REQUEST FOR PROPOSALS j`j; March 18, 2015 CITY OF COSTA MESA CALIFORNIA 92628-1200 P.O. Box 1200 FROM THE OFFICE OF THE TRANSPORTATION SERVICES MANAGER SUBJECT: REQUEST FOR PROPOSALS (RFP) —DESIGN SERVICES FOR A PROPOSED BICYCLE FACILITY ALONG WEST 19TH STREET BETWEEN PLACENTIA AVENUE AND THE GREENVILLE - BANNING CHANNEL BIKEWAY Dear Consultant: The City of Costa Mesa is requesting proposals for professional engineering services to design a bicycle facility along West 19' Street between Placentia Avenue and the Greenville - Banning Channel Bikeway. The scope of services generally consists of preparation of civil engineering design plans including the following improvements: • Installation of on -street and off-street bicycle facility • Installation of bridge structure • Installation of retaining structures This project is structured in the following three (3) phases: Phase 1. Existing Plan Review, Survey, and Preliminary Design Phase 2: Final Civil Engineering Design Phase 3: Federal Approval for Construction and Construction Support The City will engage the services of a consulting firm for the Environmental Analysis and approval of this project separately and is not included as part of this RFP. Community outreach should be incorporated during the first two (2) phases of the project. BACKGROUND The City of Costa Mesa has identified the need to improve bicycle connectivity within the City and add Class I and II bicycle facilities that link local and regional bicycle infrastructure. The new bicycle lanes on West 19th Street and a new multipurpose trail within Talbert Regional Park will improve bicycle connectivity between the existing bicycle lanes along Placentia Avenue and the Greenville - Banning Channel Bikeway. In October 2014, the City was awarded Federal Active Transportation Program (ATP) grant funds to install bicycle facilities and associated improvements along W. 191 Street between Placentia Avenue and the Greenville - Banning Channel Bikeway. SCOPE OF SERVICES The project scope includes the preparation of plans and processing of documents to allow the installation of a bicycle facility along W. 19th Street and within Talbert Regional Park, The City plans to construct a 10 -foot wide concrete paved trail generally along the alignment of an existing 77 FAIR DRIVE PHONE: (714) 754-5343 - TDD: (714) 754-5244 - www.costamesaca.gov utility easement and natural trails with a total length of approximately 2,760 feet within Talbert Regional Park. The project will continue the separated trail as a Class I bike trail for 860 feet along W. 19th Street between the Park and Whittier Avenue. At Whittier Avenue, the proposed trail will transition to a striped and signed on-road Class II bike lane on both sides of W. 19th Street to Placentia Avenue, a length of 2,600 feet. The total proposed length of the project is 6,220 feet with 3,620 feet of Class I/Multipurpose trail and 2,600 feet of Class 11 bike trail. The subject scope of services is intended as a "Turnkey" project to maintain a responsible and comprehensive base for all project development. Tasks shall be coordinated to effectively develop interrelated project elements; the project shall not be advanced until preliminary requirements are addressed and clear direction established. The Consultant shall have total responsibility for the accuracy and completeness of all work and services. The following description of work defines the general project requirements for the bicycle infrastructure project. Associated tasks and provisions not specifically defined herein are requested to be addressed in the proposal and undertaken within the proposed "Not to Exceed" contract fee. PHASE I — To v ra hic Survey. Field Condition Assessment Alternatives Anal sis Preliminary Design, & Resident Meetings This phase consists of defining the physical conditions and utilities within the project area, preparation of preliminary design plans and establishing the design features proposed, and meeting with affected stakeholders. The Consultant shall review utilization of the existing two-way turn lane (median lane) and on-street parking along W. 191 Street between Placentia Avenue and Whittier Avenue. Based on this, the Consultant shall develop conceptual alternatives for implementing bike lanes within the existing right-of-way. This phase shall include the following: 1. Meet with City staff to define and clarify the work plan and project elements. The City will provide data collected to date and conceptual plans for consultant use. It is the Consultant's responsibility to verify the accuracy of all information provided by the City. 2. Review all City -supplied information, including conceptual plans and neighborhood concerns. 3. Perform additional topographic surveying extending through the project area to establish horizontal and vertical controls at 25' intervals. Establish existing and proposed controls including centerline, street geometrics, and right-of-way throughout the project limits. Reference elevations to the closest and latest Orange County Benchmark (DCBM). 4. Research and establish the precise location of all utilities and utility easements. Coordinate with all utility companies to determine underground, surface, and overhead facilities. Comply with the City -adopted "Utility Coordination Procedures." Determine where interfaces with existing facilities will occur as a result of the future construction of this project. Consult with affected utility companies and resolve any conflicts, keeping City staff informed in writing. Maintain a Utility File on all utility documentation. 5. Plot the detailed survey notes and electronic mapping files at 40 scale using CAD on 24" X 36" sheets identifying all existing conditions. Physical features shall include BCR, ECR, flow - lines, centerlines, angle points, top of curb, spandrels, pavement striping, utilities, structures, walls, trees and landscape, underground and surface utilities, poles, hydrants, catch basins, signs, valves, manholes, and all other physical features. 6. Perform an analysis of driveway accessibility along W. 19'" Street between Whittier Avenue and Placentia Avenue; and develop conceptual design alternatives for bicycle facilities and meet with City and affected stakeholders to reach a consensus on the design. The Consultant will collect turning movement and daily counts at all driveway locations along W. 19`" Street between Whittier Avenue and Placentia Avenue. This data will be used to perform traffic analysis to assess the utilization of the existing two-way median tum lane along W. 1911 Street between Whittier Avenue and Placentia Avenue. The Consultant will also collect on -street parking utilization data along W. 191 Street between Whittier Avenue and Placentia Avenue. Based on the data, the Consultant will identify opportunities and constraints for accommodating new bicycle facilities within the existing right-of-way by replacing the two-way turn lane or on -street parking along W. 1Y1' Street_ The findings of this analysis will be assimilated and presented in graphic format in the community outreach meetings. 7. Identify constraints and develop alternatives for constructing the Class I section of the bicycle trail between Whittier Avenue and the Greenville - Banning Channel Bikeway. 8. Prepare a preliminary trail alignment plan for the portion along Talbert Regional Park including the bridge portion_ 9. Preliminary design work includes plans for construction of bicycle infrastructure improvements. The preparation of cost estimates shall be included. 10. The Consultant shall prepare preliminary landscaping and irrigation plans with color renderings (hard copy and PDF) of planting plan and palette for applicable portions of the multi -use trail (bike path). 11. The Consultant shall prepare a minimum of three (3) street view renderings of the proposed design for different sections of the bicycle infrastructure along W. 19'h Street which will be used in presentations and reports. Community Outreach: Installing new bicycle facilities along W. 191' Street may have impacts to residential and commercial property frontages. The City intends to hold community outreach meetings to identify and finalize the project concept. The Consultant is required to assist the City in their outreach effort during the design process. For the purpose of this proposal, assume up to three (3) community outreach meetings and a City Council presentation. The Consultant will plan, prepare, and conduct these meetings based on discussions with the City. The City will assist in providing notification to affected stakeholders including businesses and residents. PHASE 11- Plans Soecfcations & Esfimates This phase includes the preparation of final plans and specifications necessary to construct the proposed project. The Consultant is expected to coordinate twice a month and meet once a month with City staff to discuss the various design elements. This task includes, but is not limited to the following: A. Construction Documents - Prepare separate design plans and profiles at 1" = 20' scale on standard 24" x 36" mylar for the Project. Electronic CAD files compatible with AutoCAD 2007 and other document files shall be delivered to the City. Complete plans on mylar per City standards. Plan and profile will be required for the existing and proposed elevations. Plans are to be fully detailed to advertise and construct the project. Design plans shall include bicycle lane design, multi -use trail design, structural design for the bridge and retaining structures, landscaping and irrigation, signing and striping, and traffic control and detour, etc. Work for the project shall include: 1. Utilities - Perform all necessary research to establish the precise location of all utilities and utility easements. Coordinate with all utility companies to determine the nature and location of all possible relocations and associated costs. Determine where interfaces with existing facilities will occur as a rsult of the construction of this project. Consult with affected utility companies requiring relocations, and resolve any conflicts, keeping City staff informed in writing, including jthe possibility of undergrounding utilities presently on poles along the project area. Colrnply with Caltrans' "Manual on High and Low Risk Underground Facilities within Highway Rights -of -Way." 2. Hydrologic/Hydraulic Report —Analyze hydrologic/hydraulic conditions, develop details for standard longitudinal and cross fall drainage, and document findings and design 3 cr]) calculations. 3. Prepare a Water Pollution Control Plan meeting recent City and State standards. 4. Prepare final cross sections at 50' intervals, indicating vertical and horizontal cross falls, elevations, analysis of super elevations/highway design speed calculations, effect to private property, etc., conforming to City standards. Detailed and complete cross sections shall be submitted with the first plan check. 5. Traffic control plans are required and must provide continuous driveway and pedestrian access at all times during the construction phase of the project. Traffic control plans shall identify each construction stage and sequence, provide adequate details on alternate detour routes, developed to minimize impacts to residents. It is intended that all travel lanes remain open during construction in daytime. 6. The Consultant shall prepare final landscaping and irrigation plans with detailed specifications for applicable portions of the multi -use trail (bike path). 7. For budgeting purposes, submit to the City 70% and 90% preliminary design plans and construction estimates and a monthly update of the estimates as design work progresses. Prepare the final detailed construction quantity and cost estimate. 8. Obtain final design approval from the City and County and comply with all applicable requirements. 9. Complete project contract documents and special provisions in a format consistent with current City projects and in conformance with State and Federal guidelines. A copy of the construction contract agreement will be furnished by the City. 10. Prepare and submit two (2) Resident Engineer files, containing at a minimum, final construction quantities and cost estimates with background calculation work sheets; soil .end k%irlrnlnnv rnnnrFc- mien/aw rintm- raltram nprmif material; and relative information. ue.m a Y - 4—tly .e.pv. ...., _--.1 .-., r_... .._ 11. The Consultant will be requested to review and approve addenda and provide clarification to plans and specifications. The Consultant shall attend the pre -construction meeting, and shall be available for consultation and assistance during the construction of the project to clarify or explain items relating to the design. The Consultant will also be responsible for preparation of final as -built plans. 12. The selected Consultant shall include all additional items necessary to achieve completion and approval of the final design plans and specifications. PHASE 111 - Caltrans Construction Authorization forms The Consultant will be responsible for preparing all Federal forms including the Request for Authorization to Proceed with Construction, PS&E Certification, and the subject PS&E package to Caltrans Local Programs. The Consultant shall efficiently address all project components as required to obtain State and Federal E-76 Certification. Quality Assurance/Quality Control - Quality Control shall be consistently and thoroughly applied throughout project development. Assigned QA/QC staff shall be technically well qualified to conduct the appropriate level of oversight, and demonstrate a concerted and sustained commitment to provide a high quality product. Concise written records shall be maintained by the Consultant on all activities. Firms considering proposal submittals are requested to have an in- house technical level of expertise to professionally address all aspects of the project. A Project Design meeting shall be held once a month. Additional meetings may be required during the initial phase of the project. The Consultant shall be responsible for preparing meeting agendas, minutes, and presentation materials. A Critical Path Method (CPM) network, based on activities to support all project milestones and subtasks, shall be prepared. The information will be in the form of a bar chart and show a deliverables schedule and other relevant data needed for the control of work, for City review of the work status, and accomplishments occurring each month. 4 (J-DCI� Content of Proposal it is requested that the following be submitted with your proposal: i . Project Understanding - provide a brief review of the project and any suggestions you might have to expedite the project or special concerns of which the City should be advised. 2. Work Plan — define the project approach, team assignments, and products. 3. Schedule — provide a detailed schedule indicating the stages of work and time frames. 4, An organization chart and staffing plan identifying personnel on this project, a brief resume on each individual (two pages max per person), and recent projects on which they have worked of similar type- Identify the project manager with a detailed resume, and the individual authorized to negotiate the contract on behalf of the consulting firm. S. A listing of similar improvement projects that your firm has completed within the last five (5) years. Information should include a description of work, year completed, cost, and agency/client name along with the agency contact person. G. Comply with Professional Services Agreement requirements (see attached PSA). 7. Submittal of three (3) duplicate proposals. Fee Schedule The professional services contract will not be awarded based upon competitive bidding, and it is desired that fees be submitted separately- The fee schedule should show the hourly cast of personnel per task under each prase, with a total not -to -exceed amount for the project. The Consultant's cost proposal for the prime and subcontractors should contain a breakdown of all cost components including tabor base rate, other direct costs, overhead, and fees. It is requested that the fee, including all meetings, reproduction, materials, mailings, and associated project expenses be itemized under the following phases: Phase 1: Existing Plan Review, Survey, and Preliminary Design Phase 2: Final Civil Engineering Design Phase 3: E-76 Authorization to Initiate Construction and Construction Support Total Not To Exceed Price - $ NOTE: All originals of plans, field notes, data and calculations, correspondence, reports, electronic files, etc., will be turned over to the City upon completion of design. Ten percent (10%) of the total contract fee will be withheld until the final PS&E, Resident Engineers File, and all project documents are submitted in acceptable form to the City. Contract Changes Any change in the scope of work resulting in a contract increase or decrease in fee shall be approved by the City in writing prior to commencement of the actual change in work. No fee adjustment will be allowed unless said prior approval is authorized exclusively in writing by the City, without exception. Ri ht to Re"ect all Pro orals The City of Costa Mesa reserves the right to reject any or all proposals submitted, and no representation is made hereby that any contract will be awarded pursuant to this request for proposal, or otherwise. All costs incurred in the preparation of the proposal, in the submission of additional information, and/or in any other aspect of a proposal prior to the award of a written contract will be borne by the respondent. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or 5 obligation of any kind that may be incurred by a respondent. All proposals submitted to the City of Costa Mesa in response to this request for proposals shall become the property of the City. Enclosed is the City of Costa Mesa professional services standard agreement and sample certificate of insurance for reference in preparing the proposal. The minimum insurance and endorsement requirements are stated within the enclosed documents. Should your firm be interested in submitting a proposal for this project, please forward to the City of Costa Mesa, Transportation Services Division, 411 Floor - City Hall, on or before 5:00 p.m., Friday, April 17, 2015. If additional information is required, please contact Pritam Deshmukh, Associate Engineer, at (714) 754-5183, or via email at pritam.deshmukh@costamesaca.gov. Sincerely, F RAJA ETHURAMAN, Manager Transportation Services Attachments: 1 - Location Map 2 - Concept Plans 3 - Typical Sections 4 - Sample Professional Services Agreement c Ernesto Mun07 Iii ihlir ,;P_rvirPS Dirprtor Pritam Deshmukh, Associate Engineer 6 CITY OF COSTA MESA LOCATION MAP 19th Street Trail S C Senav SI ' �� , - � � V u L'onyress 51 = Corxpess St V c ti d .a S r•1 r� Qt�4 ya.yr 4r �i Govrrriw 51 Govcmor 51 3 Vittoria St y r Victoria Sr Vrcloria St n 5 s . %clona 51 n 0 a S 0 TViab s Fadr Weslward Ln iR m 3 rrra•,erd nub �. >� x A S to Crowning Glory B Wedding Studio Cir P g . E c iY ""Uffl cemrFl i jtffh Glen Oar Arbor St 3 2230 ft. 1330 ft. 2600 ft. V, ctona St Sra Blull Dr Grua � . Oak St Oak St G.Mer Sl k'"dm mri 6'mm n8aa 1.a61u ., tlmm PW% cen1M S1 � W 181h SI sirnvr to W 18th SI W Irl Mama $ a f"atr,u m i 1 LL sryrNY lM � r •.. h t g Y s 7 w 20rh SL 5 s n 0 a CarrYan pwr: Ermpul M p �j3fTj s 7 �• 'a1rN1 �¢ 4" Dogwood St rrra•,erd nub �. >� r .n P g . E c iY ""Uffl cemrFl i jtffh Oar Arbor St . r� - 2230 ft. 1330 ft. 2600 ft. �.e Grua . VW& Mlga G.Mer Sl rl par" or 6'mm n8aa 1.a61u ., tlmm PW% cen1M S1 � W 181h SI n W 18th SI W Irl Mama Multipurpose Trail � Class I Bike Trail Class II Bike Lane Dal w - *1 \ •� 7 o Ld \ \ IL WL WLjj Yz F 0 0 � u~ima � w L� X // 00 '~ Q r U �l to � \ ff ff \\ O W xyz _Y Wm� n I >1 Q m U = W d U Ij w Q d / w o < U U om a QLLI > N _ Q 0 Q U \ It Z O t n N 'r �r Q10 i+e ma r ' D-3 This Agreement template is for informational purposes only and is intended for use as an example to vendors showing the City's requirements. When making a request, please submit only the Req uest jornr, alcove, and sypporting documents. PROFESSIONAL SERVICES AGREEMENT FOR THIS AGREEMENT is made and entered into this day of , 2007 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and , a California corporation ("Consultant"). WITNESSETII: A. WHEREAS, City proposes to have Consultant perform below; and as described herein B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for specific services in connection with the project described below (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to he performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the City's Request for Proposal ("RFP") attached hereto as Exhibit "A" and incorporated herein by reference and Consultant's Response to City's RFP (the "Response"). A copy of said Response is attached hereto as Exhibit `B" and incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Warranty. Consultant warrants that it shall perform the services required by this O Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "C," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's compensation shall in no case exceed Dollars ($ .00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Response unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit invoices to City's Project Manager for approval on a progress basis, but no more often than monthly. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "D," attached hereto and incorporated herein by this reference. The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of (X) year, ending on , unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated as to the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. 4.4 Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant. 9 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 5.2. Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." 5.3. Certificates of Insurance: Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. 5.4. Non -limiting: Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 6.4. Notices: Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: Tel: 714 -754 - Fax: Fax: 714-754- Attn: Attn: 6.5. Drug-free Worlklace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "C" and incorporated herein by reference. Consultant's failure to conform to the requirements DON set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law: This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 6.8. Assignment: Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.9. Indemnification and Hold Harmless: Consultant shall protect, defend, indemnify and hold harmless City and its elected and appointed officials, officers, and employees from any and all claims, liabilities, expenses, including attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not by way of limitation, all civil claims or workers' compensation claims arising out of or in any way connected with the intentional or negligent acts, error or omissions of Consultant, its employees, agents or subcontractors in the performance of this Agreement. 6.10. Independent Contractor: Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall secure, at his expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 6.11. Ownership of Documents: All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in On any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. 6.12. Public Records Act Disclosure: Consultant has been advised and is aware that all reports, documents, information and data including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 6.13. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 6.14. Prohibited Employment: Consultant will not employ any regular employee of City while this Agreement is in effect. 6.15. Order of Precedence: In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail.. If, and to the extent this Agreement incorporates by reference any provision of the RFP or the Response, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over both the Response and the RFP and the Response shall govern over the RFP. 6.16. Costs: Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.17. No Third Party BeneficiarRights: This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.18. Headings: Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.19. Construction: The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.20. Amendments: Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.21. Waiver: The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.22. Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.23. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.24. Corporate Authority: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation Date: Mayor of the City of Costa Mesa CONSULTANT Date: Signature Name and Title Social Security or Taxpayer ID Number ATTEST: City Clerk and ex -officio Clerk of the City of Costa Mesa APPROVED AS TO FORM: Date: City Attorney APPROVED AS TO INSURANCE: Date: Risk Management APPROVED AS TO CONTENT: Date: Project Manager G;L SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. PURPOSE It is the purpose of this Policy to: 1. Clearly state the City of Costa Mesa's commitment to a drug-free society. 2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub - grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 b. Establishing a Drug -Free Awareness Program to mrorm employees anout: 1. The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; d. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will: 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; is SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive. 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification under paragraph I above; b. Contractor and/or sub -grantee has violated the certification by failing to cant' out the requirements of subparagraphs 1 A through i G above; C. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug- free workplace. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law. ES) ACQW. CERTIFICATE OF LIABILITY INSURANCEI PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDE6 BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE PROPERTY DAMAGE i (Per accldenQ lHaURED INSURERA; Travelers indemnity Co. of Connecticut INSURERS: TrayelerB Property Casualty Co of Ameri INSURERC:L__i�b@rty_lnsurAnce. Underwriters Tne- INSURERD:Travelers Casualty Ins. Co. of America �,��, j INSURER E: VV�tiMV��7 E!EH_STAMI,,ffG OF INSURANCB LISTED BELOW HAVE BEEN ISSUED TO TAB INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS Y BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE IONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICYDATE 7 LIM17S A GENERAL LIABILITY 8/15/2009 B/15/2G10 EACH DCCURRENCE s a o 0 o o o COMMERCIAL GENERAL LIA%CITY i FIRE DAMAGE one eaa $1.00 CLAIMS MADE ® OCCUR MED DEP Ona $10,000 PERSONAL A ADV INJURY S 0 0 GENERAL AGGREGATE ; GFJ rL AGGREGATE LIMIT AFFUES PER: PRODUCTS_ COhPMP AGG 162 . A A n . A A A POLICY JX P % LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS X NON -OWNED AUT08 GARAGE LIABILITY ANY AUTO EXCESS LIABILITY j L_..lI I OCCUR . CLAIMS MADE DEDUCTIBLE RETEN'FlON WORKERS COMPENSATION AND E'MPLOYER$' L#A$R.4TY OTHER Liability 9/1/2009 9/1/2010 E.L. EACH ACCIDENT $1,000,000 S.L. DISEASE -EAEMPLOYEE $1 000 E.L. DISEASE- POLICY LIMIT S 3/25/2010 3/25/2011 $1,000,000 per claim $2,000,000 annual aggr DESCRIPTION OF OPERATIONSILCCATION81YEHICLESMCLUSIONS AODEb BY ENDORSEMENT/SPECIAL PROVISIONS City of Costa Mesa 77 Fair Dr. Costa Mesa CA 92626 MAR 2 4 2010 RISK MGMT, D ANY-OF.THE ABOVE DESCRIBED POLICIES BE CANCELLED 8 THE EXPIRATION DATE THEREOF, THE ISSUING INSURER MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER TO THE LEFT. AUTHORIZED ACaRI7 25^ (7197) RD CORPORATION 1988 8/15/2009 f 8/15/2010 COMBINED SINGLE LIMIT (EaecddeM) $1,000,000 pODIILYINNJURY — $ er BODILY INJURY $ (Per accldenl) PROPERTY DAMAGE i (Per accldenQ AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC S AUTO ONLY: AGG S EACH OCCURRENCE S AGWEGATE 3 S 9/1/2009 9/1/2010 E.L. EACH ACCIDENT $1,000,000 S.L. DISEASE -EAEMPLOYEE $1 000 E.L. DISEASE- POLICY LIMIT S 3/25/2010 3/25/2011 $1,000,000 per claim $2,000,000 annual aggr DESCRIPTION OF OPERATIONSILCCATION81YEHICLESMCLUSIONS AODEb BY ENDORSEMENT/SPECIAL PROVISIONS City of Costa Mesa 77 Fair Dr. Costa Mesa CA 92626 MAR 2 4 2010 RISK MGMT, D ANY-OF.THE ABOVE DESCRIBED POLICIES BE CANCELLED 8 THE EXPIRATION DATE THEREOF, THE ISSUING INSURER MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER TO THE LEFT. AUTHORIZED ACaRI7 25^ (7197) RD CORPORATION 1988 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 11 85 Copydght. Inwramm Sem OLfoce. Ina. 1904 Page 1 OF 1 0 POLICY NUMBER: _ CCYMERCIAL GENERAL LIABILITY ECG 24 514 05 00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. PRIMARY AND NONCONTRIBUTORY PROVISION - YOUR OPERATIONS This endorsement nxx ffies insurance provided under the following: COMMERCIAL GENERAL LIABIUTY COVFRAGE PART Paragraph 4., Other Insurance of CondMicas (Section M Is amended by the addition of the following: If Insurance sinftr to this Insurance is held by a person or organization that Is: a. An owner of real or personal property on which you are performing operations; or b. A cantraatnron whose behaif you are perforrrdrg ❑perat£ons, this insurance Is primary to that other insurance, and that other insurance shell not contribu le to amounts payable under this Insurance, for liability arising out of your ongoing operations performed for that person or organizatlon under a written contract. However, this does not apply to any person or organization: a. From whom you did not receive a specific written request that this Insurance be primary insurance, or if you did not receive that request prior to the date that your operations for that person or organization commenced; or b. For whom a ate of insurance evidencing. that request Is not on file with, or received by, us prlor to sixty days after the end of the policy period for this Insurance. ECG 24 514 05 00 Copyright, Everest Reinsurance Company 2000 Includes copyrighted material of Insurance Services Office. Inc: used with Its permission Copyright, Insurance Services Office, Inc., 1997 page 1 of 1 EXHIBIT B CONSULTANT'S PROPOSAL 09 PROJECT UNDERSTANDING Introduction The City of Costa Mesa plans to improve the City's bicycle connectivity by providing new bicycle facilities along 19th Street, from Placentia Avenue to Balboa Boulevard, continuing through Talbert Regional Park to the Santa Ana River Banning Channel Bikeway. The new facilities will transit existing fully developed streets, partially developed streets, and natural habitat areas, within the jurisdiction of the cities of Costa Mesa, Newport Beach, and the County of Orange. The City of Costa Mesa is taking the lead role in implementing this project. A conceptual plan and preliminary alignment was developed for the proposed bike facility for the Active Transportation Program (ATP) Cycle I grant application. The segment on 19th Street from Placentia Avenue to Whittier Avenue is proposed as a Class II bike lane; from Whittier Avenue to Balboa Boulevard as a Class I Bike Trail; and the remainder across Talbert Regional Park as a multipurpose trail. Construction funding will be provided through Federal Active Transportation Program (ATP) grant funds administered through the State of California. The construction budget obtained from the ATP Cycle I grant is $1.7 million. The City plans to procure the services of a professional engineering firm to provide "turn -key" project design services. This work will include preliminary engineering and analysis; the preparation of construction -ready bid documents consisting of complete plans, specifications, and a construction cost estimate. (NOTE: environmental analysis and approval is not a part of this scope of work). KOA Corporation (KOA) is a leading engineering firm in the design and implementation of innovative bicycle facilities in southern California. We are currently engaged in developing similar projects For the County of Los Angeles along the Los Angeles River (-6 miles), the City of Moreno Valley Aqueduct Bike Trail (-9.5 miles), the City of Long Beach Daisy Avenue bike lane (— 10 miles), and the City of Wildomar (-4 miles), among others. The 19th Street bikeway will provide an important east -west connection within Costa Mesa, as well as access to the regional bike system along the Santa Ana River. We believe this project provides an exciting opportunity to enhance the City and the local area through the development of new trailheads and educational resources adjacent to Talbert Park. KOA's Design Approach The project can be broken down into two segments. Each segment has its own design characteristics. Segment I— Talbert Regional Park (2,760 feet) The trail will commence at an access point from the Santa Ana River Banning Channel Bikeway, run easterly alongside natural trails and the utility easement, and connect to the westerly end of 19th Street. The starting point is at the Banning Channel. Access from the channel to Talbert Park should not exceed a 5% grade and should accommodate bicycles as well as joggers and pedestrians. An 1 approximately 300 feet retaining wall is needed in order for the trail to go up to meet the river embankment. A paved pathway and adjacent "soft" dirt path would work well. KOA will work with the City to consider the new utility alignment or other alternatives before selecting a final design (NOTE: Although the RFP states that a 10 -foot -wide PCC bike path will be developed, we would recommend considering a 12 -foot to 14 -foot path more in alignment with current State guidelines). The trail system transitioning across Talbert Park could be a combination of paved bike path and soft jogging/walking path. The exact configuration and position will be determined during design development with the City, with the consideration of feedback from public outreach efforts. Trail access from Talbert Park up to 19th Street again presents an opportunity to enhance the project significantly. A bridge structure is recommended in the RFP. From our field review, we have identified two possible practical bridge alignments; however, based on our discussion with the City staff on June 15, the alignment without a bridge is the preferred alternative which has lower environmental impact and project cost. With the preferred alternative, a 500 feet retaining wall is needed where the trail goes down the side of the street. KOA will work closely with the City to develop an optimal trail alignment and configuration. Segment 2— 19th Street Terminus to Placentia Avenue The remainder of the project will incorporate primarily Class II bike lanes along this area. A short segment of Class I bike is to be evaluated at the 19th Street terminus. Our preliminary review indicates that existing parking, center left turn lanes, medians, and travel lanes may not be wide enough to include an additional bike path. KOA will conduct studies for parking utilization, center/left turn medians, and driveway usage to develop suitable recommendations for modifying the street configuration. The potential conditions would include removing center left turn lane or removing parking on the south side of the street to accommodate Class II bike lanes. The final condition would be determined by public input from residents along 19th Street. The proposed bike facility on 19th Street ends at the signalized intersection of 19th Street and Placentia Avenue. Transition treatments should be provided at the intersection. KOA recommends that the eastbound bike lane along 19th Street starts east of Placentia. The design will be able to improve bicyclist safety and avoid right hook accidents. PHASE I - ToAoGRAPHiC SURVEY, FIELD CoNvonoN ASSESSMENT, ALTERNATIVEs ANALYSIS, PRELIMINARY DESIGN, RESIDENT MEETINGS TASK I — SCOPING MEETING and PROJECT MANAGEMENT Upon receiving the notice to proceed, KOA will conduct a scoping meeting with City staff. The agenda items will include: 2 • Discussion of City and consultant objectives and expectations • Project work plan, schedule, and deliverables • Information management • Communications protocol • Other stakeholder coordination • Obtain existing plans/data/utility information from the City We plan to provide an opportunity to walk/bike the site with City staff, conduct an overview of the project, and identify critical issues in the field. In addition, KOA plans to conduct monthly progress meetings or other means of communications with the City staff. We will take meeting minutes and identify action items. [deliverables: ➢ Meeting agenda ➢ Meeting minutes TASK 2 — CONCEPTUAL ENGINEERING The KOA Team will conduct design development work and prepare preliminary engineering plans and cross sections for the development of the proposed bike facility improvements. Specific work will include the research of existing record data; utility research; field and topographic surveys; alternatives studies; preliminary alignment; and public outreach. The team will prepare unit -based cost estimates for each of the options identified during the conceptual engineering stage. The pros and cons for each option will be studied and tabulated. We will prepare a plan layout with typical sections for each option. We will submit the conceptual engineering alternatives and our recommendation on the optimum trail configuration. The analyses will focus on benefits to the public and on cost effectiveness. Deliverables: ➢ Conceptual engineering exhibits (plans and sections for alternatives) ➢ Conceptual -level construction cost estimate ➢ Minutes of review meeting TASK3-SURVEY KOA's subconsultant, KDM, has previous survey and mapping experience within the Talbert Park area. KDM worked as the survey subconsultant to the prime consultant in 2012 for the Orange County Sanitation District's Southwest Costa Mesa Trunk Sewer Project 6-19. The majority of this project was within Talbert Park. The work to produce a base map included aerial mapping and field -augmented 3 ground surveys within the park and adjacent to the Banning Ranch property abutting the southerly boundary of the park property. For this project, KDM has obtained a preliminary title report to determine the park boundary and to acquire record documents to indicate the locations of existing Southern California Edison and Orange County Flood Control District easements along this southerly boundary abutting the Banning Ranch property. The extensive work to locate record monuments and establish a control network within and adjacent to the perimeter of this site provided us with an excellent working knowledge of existing conditions, available accessibility, and on -the -ground experience, enabling the team to have a head -start in obtaining and collecting the information to provide a superior mapping product at a cost-effective budget for the design goals of this project. Deliverables ➢ Base map in AutoCAD format TASK 4 — UTILITY RESEARCH KOA will contact the utility companies to obtain any as -built plans for the identification of utility locations within the project limits. We will compile a utilities contact matrix to track when utilities are contacted, who is contacted, and when and how they respond, in accordance with the City's "Utility Coordination Procedures". Plans will be sent to the utility companies at each plan submittal milestone for the resolution of utility conflicts with the proposed construction. This will be tracked on the utilities matrix. KOA will consult and resolve any apparent conflict difficulties. Deliverables: ➢ Utility contact letters ➢ Plan submittals to utilities ➢ Utilities contact matrix TASK 5 — GEOTECHNICAL REPORT KOA engaged Geo -environmental, Inc. to provide a scope of services as below: GEI proposes to perform a soils investigation at the project site to determine the conditions of the existing pavement, base course, and subgrade soils, and provide recommendations for design of retaining walls and pavement. The geotechnical investigation will include collection of bulk and undisturbed soil samples from the site, laboratory testing, engineering analyses, and the preparation of a report presenting recommendations for the improvements planned at the project site. The scope of our investigation will consist of five (5) tasks: (1) data M review/coordination, (2) field investigation, (3) laboratory testing, (4) engineering analyses, and (5) report preparation. These tasks are briefly described below. Task I — Data Review/Coordination — Available geotechnical and geological data regarding the project site and surrounding areas will be reviewed to assess the expected soil conditions at the site. The data review will include the review of published geologic maps and grading reports for the site and other geotechnical data contained in our in-house files, and in City/County files. City records to be reviewed will include any existing improvement plans, topographic data, maps, as -constructed drawings, utility plans, reports, aerial photographs, and other pertinent information necessary for the project. At least two (2) working days before the fieldwork, GEI will obtain all necessary state, federal, local, and other permits and licenses as necessary. Task 2 — Field Investigation — The field investigation will consist of two (2) parts: a site reconnaissance and a subsurface exploration. The site reconnaissance will include examination of the project site to evaluate existing improvements, and gain familiarity with the site and specific pavement conditions, especially potential construction areas. The proposed boring locations will be marked in white and Underground Service Alert (USA) will be notified for coordinating with utility companies to locate and field -mark existing substructures. The markings provided by USA will be used to ensure the protection of any identified existing utilities. Following the notification to USA, the field investigation will be performed. The field investigation will include exploration of the site by drilling four (4) soils borings along the proposed trails' alignment to secure undisturbed and bulk soil samples for laboratory analysis of the subgrade soils supporting the pavement sections. The borings will be drilled by utilizing either a 6 -inch or an 8 -inch diameter truck -mounted hollow -stem auger drill rig. The soils borings will be drilled to approximate depths ranging between 5 and 50 feet below the existing ground surface or to the depth of refusal. The deep boring is intended to collect information about the groundwater table at the site and to obtain the required parameters for the soil liquefaction analysis. The depths of the proposed borings may change depending on the materials encountered during the field investigation. Boreholes will be backfilled with soil cuttings generated from the same boring and compacted immediately after the final samples are retrieved. Task 3 — Laboratory Testing — Disturbed bulk and relatively undisturbed drive soil samples collected during the proposed field investigation will be examined in the laboratory to confirm field classifications. Selected samples from the borings will be tested to help evaluate engineering properties of the subsurface soils, including in-situ moisture content and dry density, classification testing including grain -size distribution, sand equivalence, and plasticity/expansive characteristics, shear strength, compaction characteristics (maximum dry density and optimum water content) by modified proctor testing, compressibility characteristics, and corrosive properties (resistivity, pH, soluble sulfates, and chloride). The numbers and types of tests will depend upon the soils encountered and the planned improvements at the sample location. Results of all laboratory testing performed on bulk and drive samples of the subsurface soils will be included in the appendix of the engineering report prepared for the project. The proposed laboratory -testing program is outlined in Table I. E Oqq Task 4 — Engineering Analysis — Engineering analyses will be performed upon completion of the laboratory testing. Results from the field and laboratory testing, site reconnaissance, and GEI's experience will be the basis for the engineering analyses. Task 5 — Report Preparation — An engineering report will be prepared at the conclusion of the investigation to aid in the preparation of the earthwork grading -plan. The report will be prepared in accordance with standard drawings and specifications of the City or other applicable agencies. It will describe GEI's purpose, methods and procedures used to conduct the field exploration (including sampling collection methods), investigation findings (soil characteristics), geotechnical engineering conclusions/recommendations regarding appropriate construction methods, and supporting laboratory test procedures and results. The report will provide foundation design parameters, bearing capacity, anticipated settlements, backfill requirements, trenching recommendations, compaction requirements, subgrade preparation, and treatment recommendations for wet, unsuitable, and/or saturated conditions. It will also provide the depths and estimated quantity of needed over -excavation, and any necessary bedding and shoring design recommendations. Deliverables: Geotechnical report — 3 bound sets and I electronic copy TASK 6 — PRELIMINARY PLAN SHEETS Preliminary plan sheets will be developed in AutoCAD, showing the entire project area in City Plan Sheet format at 40' scale on D -size (24"x36") sheets. All relevant existing data will be shown, including topographic survey, ECR, BCR, flowlines, centerlines, angle points, top of curb, spandrels, pavement, striping, utilities, structures, walls, trees and landscape, underground and surface utilities, poles, hydrants, catch basins, signs, valves, manholes, and other physical features. Deliverable, Preliminary plans Preliminary cost estimates TASK 7 — GRAPHIC PRESENTATION Utilizing AutoCAD files prepared by KOA will prepare SketchUp cross sections and exhibits showing the proposed bikeway improvements. At least three final renderings will be prepared. We anticipate preparing several additional preliminary renderings during the preliminary design process. G Deliverables: ➢ Sketch -Up cross sections ➢ Exhibits for public presentations TASK 8 — COMMUNITY OUTREACH KOA will assist the City of Costa Mesa in preparing and conducting community outreach meetings to discuss the project, obtain comments, and identify and finalize the project concept. We anticipate up to three such meetings and a City Council presentation to be conducted. KOA will plan, prepare, and conduct these meetings based on discussions with the City. The City will assist in providing notification to affected stakeholders, including businesses and residents. We plan one or two community meetings to receive input from the public. Our Spanish-speaking staff will provide real-time translation. We also have experience with preparing fliers in both English and Spanish. Other tasks could include providing deliverables and services to educate the public on the project; evaluating its effectiveness; and creating bike/pedestrian and trail route map worksheets to raise route awareness and to tout the benefits of bicycling/walking. Deliverables: ➢ Conceptual engineering exhibits (plans and sections for the alternatives) ➢ Open house meeting written comments TASK 9 — Preliminary Structure Moffatt & Nichol, an internationally well-known structural and harbor engineering firm will develop two retaining wall alternatives. PHASE II — PLANS, SPECIFICATIONS, AND ESTIMATES Upon the selection of a final design configuration, KOA will proceed with developing the construction bid package, including plans, specifications, and the construction cost estimate. KOA will coordinate with the City twice per month and conduct monthly progress meetings with City staff. The KOA Team will prepare plans, specifications, and estimates (PS&E) and reviews at 70%, 90%, and 100% levels of completion for submittal to the City. The plans will include: Title sheet Typical sections 7 I&M ➢ Details ➢ Plan and profiles (1"=20' scale) ➢ Signing and striping layout ➢ Intersection and access spot treatment detail layout ➢ Traffic control plans ➢ Landscape and Irrigation plans ➢ Structural Plans ➢ Summary of quantities ➢ Technical specifications ➢ Supplemental cross section sheets at 50 -foot stations We anticipate utilizing the City's front-end contract documents and modifying them to be project - specific. We anticipate referencing the Caltrans and APWA standard specifications and adding technical special provisions, if required. The engineer's estimate will be quantity -based, using recent bid prices as a basis for developing the estimate. Following each milestone submittal, we will meet with City staff to review comments. We will send milestone plan submittals to the utility companies for the identification and implementation of utility adjustments. Upon the City's approval, we will submit three sealed hard copies of the PS&E for bidding purposes. Electronic files will be submitted in PDF, AutoCAD, Word, and Excel formats. Deliverables: ➢ 70% draft plans ➢ 70% draft specification outline ➢ 70% draft engineer's estimate ➢ Minutes of 70% review meeting ➢ 90% draft plans ➢ 90% draft specifications ➢ 90% draft engineer's estimate ➢ Minutes of 90% review meeting ➢ 100% draft plans ➢ 100% draft specifications ➢ 100% draft engineer's estimate ➢ Final PS&E electronic files; final plans (24"x36" Mylar); final specifications (8.5"xI I" Bond); final estimate (8.5"x I I" bond) The plans will include utility information and depict existing utilities and easements. Any necessary utility relocation or adjustment work will be included. 40T 8 EXHIBIT C FEE SCHEDULE FEE SCHEDULE Firm: K®A Corporation Project Title: City of Costa Mesa Design Services for a proposed Bicycle Facility Along West 19th Street Between Placentia Avenue and the Greenville -Banning Channel Bikeway [a) nA (c) (CI) (e) l0 (9) (n) Iw) (x) -TW- Labor Classi fication s Project Manager $ 73.50 8 1 8 2 2 4 4 2 16 2 8 56 $4,116 16 12 12 8 8 1 57 $4,190 $C 113 $8,306 Principal in Charge $ 73.50 32 8 4 8 2 8 62 $4,557 4 8 8 8 8 1 37 $2,720 $0 99 $7,27 Senior Engineer 1 $ 42.60 8 8 8 2 26 $1,108 4 24 24 16 8 76 $3,238 $0 102 $4,345 ,Associate Planner $ 31.00 1 1 0 $0 0 $0 $0 0 $0 ,Associate Designer $ 28.40 8 2 4 8 8 4 6 40 $1,136 36 36 30 36 2 140 $3,976 $0 180 $5,112 Assistant Engineer 11 $ 25.00 8 2 8 2 8 8 16 8 8 68 $1,700 8 60 60 60 24 1 213 $5,325 $0 281 $7,025 Administrative Assistant $ 22.00 4 1 8 1 14 $308 4 2 2 2 4 1 I5 $330 $0 29 $638 Subtotal- Labor $3,028 $1,944 $276 $637 $366 $1,015 $1,276 $2,144 $0 $693 $1,546 $0 266 $12,925 $1,928 $5,059 $5,059 $4,254 $3,227 $0 $0 $251 538 $19,778 0 $0 804 $32,702 Overhead & Fringe inc. G&A): Overhead 117.54% $3,559 $2,285 $324 $748 $430 $1,193 $1,500 $2,520 $0 $814 $1,818 $0 1 $15,192 $2,267 $5,946 $5,946 $5,000 $3,793 $0 $0 $295 $23,247 $0 $38,438 Fringe 57,12% $1,730 $1,110 $158 $364 $209 $580 $729 $1,225 $0 $396 $883 $0 $7,383 $1,102 $2,890 $2,890 $2,430 $1,843 $C. $0 $143 $1 1,297 11 $0 $18,679 Ibtotal- Overhead/Fringe (inc G&A): $5,289 $3,395 $482 $1,112 $639 $1,773 $2,228 $3,745 $0 $1,210 $2,701 $0 $22,574 $3,368 $8,836 $8,836 $7,429 $5,637 $0 $0 $438 $34,544 $0 $57,118 Fixed Fee 8.00% - Subtotal - Fixed Fee: $665 $427 $61 $140 $80 $223 $280 $471 $0 $152 $340 $0 $2,840 $424 :$1,112 $1,112 $93S $709 $0 $0 $5S $4,346 $ $7,186 Other Direct Costs ( ODCs) Rate per Units Units Units Unit Travel $ - $C Printing - Directly Chargeable Only $ - $375 $325 $5,756 Subtotal - ODCs: $375 $325 $0 $5,756 '.J $180,000 GRAND7777 TOTAL11 S3,0 11 $3,784 $6,360 .+ VASSI S I S.006fl .1 '.I $25,531 $83,779 EXHIBIT D PROJECT SCHEDULE 9 . � | � | § � )• ) !{ � � � � ■! . \ \� EE � � - � ; . % § ) / g) k) U) �f \ \ / \ a. k j / \ a.k cc2 J k / 42 On 9 EXHIBIT E CERTIFICATES OF INSURANCE q� 0 DATE(MMIDOfYYYY) CERTIFICATE OF LIABILITY INSURANCE 16/29/2015 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 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 CONTACT AME: Marie Swaney Dealey, Renton & Associates PHONE FAX 199 S Los Robles Ave Ste 540 E-MAIL Pasadena, CA 91101 ADDRESS mswaney@dealeyrenfon.com Lic #0020739 INSURFRISI AFFnRDINn COVERAGE NAIC a INSURED KOA Corporation 1100 Corporate Center Dr #201 Monterey Park, CA 91754 323-260-4703 INSURER A: Travelers Property Casualty Co of KOACORPOR ,NsuRERB;Travelers Indemnity Co. of Connecti INSURERc-.American Automobile Ins. Co. INSURERD:ACE American Insurance Company 21849 22667 I I INSURER F: I I r`hL1CiJA1=C4 rcorlt=frAT� nrI lluRr~P- 1127CICIR711 ar�ll¢rnri MI IIURIPR• 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 LTR TYPE OF INSURANCE 0171 INSD WVD POLICYNUMBER POLICY EFF M/DDIYYYY POLICY EXP MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y 68020751-840 3/13/2015 3/13/2016 EACH OCCURRENCE $1,000,000 CLAIMS -MADE 1_x I OCCUR T6 RI!RfIz'ff_ PA Al a c $1,000,000 MED EXP (Any oneperson) $10,000 X Contractual Liab X XCU Included PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT F LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y BA2A439568 3/13/2015 3/13/2016 $ sodden/ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO AUTOS NED AUTOSULED BODILY INJURY (Per accident) $ _ X HIRED AUTOS X NON -OWNED AUTOS Par ac ident $ $ B X UMBRELLA LIAB X OCCUR Y Y 68020751-840 3/13/2015 3/13/2016 EACH OCCURRENCE $4,000,000 AGGREGATE $4,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $0 $ C , WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNERIEXECUTIVEElN y WZP81021313 9/19/2014 9/19/2015A PER 1 10 X T UTE ETH EL EACH ACCIDENT $1.000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) / A E.L DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 D Professional Liability G23631684010 3/13/2015 3/13/2016 $2,000,000 Per Claim $2,000,000 Annual Aggr Claims Made Form DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability excludes claims arising out of the performance of professional services. Umbrella Policy is follow -form to underlying ,GL/AUTO/Employers Liability policies RE: RFP, Banning Channel Bikeway -- The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees are named as an additional insured as respects general & auto liability for claims arising from the operations of the named insured as required per written contract or agreement. Primary & non-contributory wording and waivers of subrogation apply per policy endorsement forms See Attached... L;EKI IFIGA I1= HULULK GANGtLLA I IUN oU UaY IVvI./ IU udy RA IIUnIJdy UI fACI1I City of Costa Mesa - Trans Svcs Div Attn: David Cho PO BOX 1200 Costa Mesa CA 92628-1200 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 A4"U ©1988-2014 ACORD CORPORATION. All rights re d. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD &3) AGENCY CUSTOMER ID: KOACORPOR LOC #: AlCR& ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Dealey, Renton & Associates — ---- KOA Corporation 1100 Corporate Center Dr #201 POLICY NUMBER Monterey Park, CA 91754 323-260-4703 .. CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE attached Blanket SEVERABILITY OF INTERESTS applies to GL: Separation of Insureds - Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As it each Narrled Insured were the only darned Insured; and b. Separately to each insured against whom claim is made or suit is brought. ACORD 101 (2008101) v ZUUts AWKU UUKFUKA I IUN. All rlgnts a ea. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6802075L840 COMMERICAL GENERAL LIABILITY ISSUE DATE: 6/29/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Costa Mesa - Trans Svcs Div Attn: David Cho POBOX 1200 Costa Mesa CA 92628-1200 PROJECT/LOCATION OF COVERED OPERATIONS: *Completed to read: The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees -- RE: RFP, Banning Channel Bikeway PROVISIONS A The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products -completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission Page 1 9 COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whathar primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 Page 2 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission 0 POLICY #: BA2A439568 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions ofthe Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 6/29/2015 Named Insured: KOA Corporation Countersigned By: SCHEDULE ntative Name of Person(s) or Organization(s): *Completed to read: The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees -- RE: RFP, Banning Channel Bikeway (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 0C39- Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured:KOA Corporation Producer: Dealey, Renton & Associates Schedule Person or Organization City of Costa Mesa - Trans Svcs Div Attn: David Cho PO BOX 1200 Costa Mesa CA 92628-1200 Additional Premium % We have the right to recover our payments from any- one liable for an injury- covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) Authorized Representative Policy Number WZP81021313 Effective Date 6 / 2 9 / 2 015 Job Description *Completed to read: The City of Costa Mesa and its elected and appointed boards, officers, agents, and employees -- RE: RFP, Banning Channel Bikeway You must maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration. WC040306 9 COMMERCIAL AUTO Policy #BA2A439568 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorse- required of you by a written contract executed ment, the provisions of the Coverage Form apply prior to any "accident" or 'loss", provided that the unless modified by the endorsement. "accident" or 'loss" arises out of the operations Paragraph 5. Transfer of Rights Of Recovery contemplated by such contract. The waiver ap- Against Others To Us of the CONDITIONS section plies only to the person or organization desig- is replaced by the following: nated in such contract. S. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent CA T3 40 08 08 0 2008 The Travelers Companies, Inc. Page 1 of 1S Policy #BA2A439568 Auto insurance always follows the car, not the owner. Thus the vehicle owner's insurance is always primary. Below are the excerpted paragraphs from the ISO Business Auto Coverage form which explains the coverage. Section II Liability Coverage, A. Coverage, 1. Who Is An Insured, c. anyone liable for the conduct of an "insured" described above but only to the extent of that liability Section IV Business Auto Conditions, B. General Conditions, 5. Other Insurance c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability assumed under an "insured contract". Section V Definitions, H. "Insured contract" means:, 5. "That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be unposed by law in the absence of any contract or agreement. By California state law the Insured's Auto insurance will always be primary with respect to the Insured's owned autos. Policy #BA2A439568 b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value_ If we pay for the `loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property - 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this coverage form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss' to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this coverage fnrm. 2. Concealment, Misrepresentation Or Fraud This coverage form is void in any case of fraud by you at any time as it relates to this coverage form. It is also void if you or any other "insured", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This coverage form: b. The covered "auto"; c. Your interest in the covered "auto": or d. A claim under this coverage form. 3. Liberalization If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this coverage form. COMMERCIAL AUTO S. Other Insurance a. For any covered "auto" you own. this coverage form provides primary insur- ance. For any covered "auto" you dcn't own. the insurance provided by this cov- erage form is excess over any other col- lectible insurance However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Liability Coverage this coverage form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own_ (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto' you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However. any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this coverage form's Li- ability Coverage is primary for any liability assumed under an "insured contract". d. When this coverage form and any other coverage form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our coverage form bears to the total of the limits of all the coverage forms and policies covering on the same basis. G. Premium Audit a. The estimated premium for this coverage form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures, The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill, If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this coverage form will be computed annually based on our rates or premiums in effect at the begin- ning of each year of the policy. CA 00 0103 10 (Rev. o2-1,) (9) Insurance Services Office, Inc., 2009 Page 9 of 12 61 EXHIBIT F CITY COUNCIL POLICY 100-5 6a SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. It is the purpose of this Policy to: 1. Clearly state the City of Costa Mesa's commitment to a drug-free society. 2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub -grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition; 063 ...... SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 b. Establishing a Drug -Free Awareness Program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; d. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will: 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive. 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above; c. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace. 3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law. 65