HomeMy WebLinkAboutC-9598-1 - PSA for Water Well Rehabilitation FY2024 – FY2025 Hydrogeology1
V1 AMENDMENT NO. ONE TO
cr-
PROFESSIONAL SERVICES AGREEMENT
v WITH RICHARD C. SLADE & ASSOCIATES, LLC FOR
WATER WELL REHABILITATION FY2024-FY2025 HYDROGEOLOGY
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 19th day of November, 2024
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and RICHARD C. SLADE & ASSOCIATES,
LLC, a California limited liability company ("Consultant"), whose address is 14051
Burbank Blvd Suite 300, Sherman Oaks, CA 91401, and is made with reference to the
following:
RECITALS
A. On June 18, 2024, City and Consultant entered into a Professional Services
Agreement ("Agreement") to perform hydrogeologic consulting services for water
well rehabilitation ("Project").
B. The parties desire to enter into this Amendment No. One to reflect additional
Services not included in the Agreement and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall
collectively be known as "Exhibit A." The City may elect to delete certain Services within
the Scope of Services at its sole discretion.
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit
B to the Agreement and Exhibit B to Amendment No. One shall collectively be known as
"Exhibit B."
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Two Hundred Eighty
Seven Thousand Six Hundred Six Dollars and 00/100 ($287,606.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed Two
Hundred Forty Five Thousand Five Hundred Ten Dollars and 00/100 ($245,510.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Richard C. Slade & Associates, LLC Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: Date: �i 9- /2 c)z y
By:_�4ew, jfl onLAA - By:
Aaron . Harp Will O'Neill
City Attorney `�'�D�` Mayor
ATTEST: t CONSULTANT: RICHARD C. SLADE &
Date: Rif. ASSOCIATES, LLC, a California limited
liability company
Date:
By:
ow
h0� � Signed in Counterpart
By:
Leilani I. Brown Richard C Slade
City Clerk Member
�E�0i4, Date:
13
Signed in Counterpart
Linda Slade
Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Richard C. Slade & Associates, LLC Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: (( 06.j 7_ o y q
By: -(o
Aaro C. Harp .w V,
City Attorney PL
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Will O'Neill
Mayor
CONSULTANT: RICHARD C. SLADE &
ASSOP ES, LLC, a California limited
liability co pany
Date` I "I-)
Leilani I. Brown 7Rhicar fay'
City Clerk Member
Date: J1/-7 /,;-) 1/-
By:
Linda Slade
Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Richard C. Slade & Associates, LLC Page 3
EXHIBIT A
SCOPE OF SERVICES
Richard C. Slade & Associates, LLC Page A-1
RICHARD C. SLADE & ASSOCIATES LLC
CONSULTING GROUNDWATER GEOLOGISTS
Scope of Services
o Task 4: Field and Office time for field monitoring for Well Rehabilitation activities at
the Tamura Shallow Well, the Dolphin Shallow Well, and the Dolphin Deep Well.
See Tables 1 and 2 for a breakdown of the RCS personnel hours and expenses for
field monitoring services for the three wells.
o Task 5: Remaining reporting services for two wells. See Table 2 of the
Billing Rates for the RCS personnel hours for the remaining reporting services for
two wells.
W/:11=1119 =1
SCHEDULE OF BILLING RATES
Richard C. Slade & Associates, LLC Page B-1
Billing Rates
Task 4: Well Rehabilitation Field Monitoring (see also Table 1):
Project Staff
Expended
Hours
Per Hour
Rate
Total Cost
President
20
$328
$6,560
Principal Groundwater Geologist
37
$278
$10286
Senior Groundwater Geologist
16
$242
$3,872
Staff Groundwater Geologist
185
$210
$38,850
Field Groundwater Geologist
952
$140
$133,280
Clerical
5
$106
$530
Estimated Expenses
Includes a 2.5% Administrative Fee and Direct Costs):
$13,483
TOTAL:
$206,861
Task 5: Remaining Reporting Services (see also Table 2):
Project Staff
Estimated
Hours
Per Hour
Rate
Total Cost
President
4
$328
$1,312
Principal Groundwater Geologist
12
$278
$3,336
Senior Groundwater Geologist
10
$242
$2,420
Staff Groundwater Geologist
140
$210
$29,400
Clerical
8
$106
$848
Estimated Expenses
(Includes a 2.5% Administrative Fee and Direct Costs):
$1,333
TOTAL:
$38,649
The total RCS cost for Tasks 4 and 5 above is $245,510. Thus, based on the above -tabulated
values, RCS is requesting an increase to the prior budget ($42,096 for Task 1, 2, and 3
services) by the above amount to a new total of $287,606 in order to complete Tasks 4 and 5.
This new total represents total costs listed in the original budget and the new costs associated
with this Amendment for the rehabilitation of the Tamura Shallow Well, the Dolphin Shallow
Well, and the Dolphin Deep Well. Should you have any questions regarding this Amendment
request letter, please call or contact us via e-mail. Thank you.
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1
CIO
CSC
PROFESSIONAL SERVICES AGREEMENT
WITH RICHARD C. SLADE & ASSOCIATES, LLC FOR
WATER WELL REHABILITATION FY2024-FY2025 HYDROGEOLOGY
v
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 18th day of June, 2024 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
RICHARD C. SLADE & ASSOCIATES, LLC, a California Limited Liability Company
("Consultant"), whose address is 14051 Burbank Boulevard, Suite 300, Sherman Oaks,
CA 91401, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to perform hydrogeologic consulting services
for water well rehabilitation ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on May 31, 2027, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Forty Two Thousand
Ninety Six Dollars and 00/100 ($42,096.00), without prior written authorization from City.
No billing rate changes shall be made during the term of this Agreement without the prior
written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
Richard C. Slade & Associates, LLC Page 2
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Geza I. Demeter to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works. City's Director of Public
Works or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
Richard C. Slade & Associates, LLC Page 3
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties"), from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the
negligence, recklessness, or willful misconduct of the Consultant or its principals, officers,
agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone
employed directly or indirectly by any of them or for whose acts they may be liable, or any
or all of them.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in
this indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
Richard C. Slade & Associates, LLC Page 4
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
Richard C. Slade & Associates, LLC Page 5
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 Computer Aided Design and Drafting ("CADD") data delivered to City shall
include the professional stamp of the engineer or architect in charge of or responsible for
the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses
arising out of, or connected with (a) the modification or misuse by City, or anyone
authorized by City, of CADD data; or (b) any use by City, or anyone authorized by City,
of CADD data for additions to this Project, for the completion of this Project by others, or
for any other Project, excepting only such use as is authorized, in writing, by Consultant.
By acceptance of CADD data, City agrees to indemnify Consultant for damages and
liability resulting from the modification or misuse of such CADD data. All original drawings
shall be submitted to City in the version of AutoCAD used by the City in .dwg file format,
and should comply with the City's digital submission requirements for improvement plans
available from the City's Public Works Department.
17.4 All improvement and/or construction plans shall be plotted on standard
twenty-four inch (24") by thirty-six inch (36") paper size. Consultant shall provide to City
digital 'As -Built' drawings in both AutoCAD and Adobe PDF file format within thirty (30)
days after finalization of the Project.
18. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents the
Consultant's judgment as a design professional and is supplied for the general guidance
of City. Since Consultant has no control over the cost of labor and material, or over
competitive bidding or market conditions, Consultant does not guarantee the accuracy of
such opinions as compared to Consultant or contractor bids or actual cost to City.
Richard C. Slade & Associates, LLC Page 6
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
Richard C. Slade & Associates, LLC Page 7
25. CONFLICTS OF INTEREST
25.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
26.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Director of Public Works
Public Works
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
26.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Geza I. Demeter
Richard C. Slade & Associates, LLC
14051 Burbank Blvd., Suite 300
Sherman Oaks, CA 91401
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
Richard C. Slade & Associates, LLC Page 8
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
29.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
29.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
29.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
29.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
Richard C. Slade & Associates, LLC Page 9
29.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
29.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
29.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Richard C. Slade & Associates, LLC Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: Date:
By: 4 �'vL ( a By:
A on C. Harp '�iS David Webb
Ci Attorney Director of Public Works
Z�
ATTEST: CONSULTANT: RICHARD C. SLADE &
Date: ASSOCIATES, LLC, a California Limited
Liability Company
Date:
By: 0 14 4A A" ,,b *'� MA.
Lei ani I. Brown
City Clerk
Signed in Counterpart
BY:
Richard C Slade
President
Date:
Signed in Counterpart
By:
Linda Slade
Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Richard C. Slade & Associates, LLC Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: & / 1 K
j
City Attorney p 6�'yl�
y
ATTEST:
Date:
am
Leilani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
David Webb
Director of Public Works
CONSULTANT
ASSOCIATES,
,' President
RICHARD C. SLADE &
LLC, a California Limited
oate
Bv:
Linda Slade
Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Richard C. Slade & Associates, LLC Page 11
EXHIBIT
SCOPE OF SERVICES
Richard C. Slade & Associates, LLC Page A-1
RICHARD C. SLADE & ASSOCIATES LLC
CONSULTING GROUNDWATER GEOLOGISTS
May 9, 2024
To: Mr. Benjamin Davis
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Via email: bdavis@newportbeachca.gov
Job No. 330-OGE07
Re: Proposal for Hydrogeologic Services
Preparation of Technical Specifications,
Bid -Phase Support, and Partial Reporting
for the Rehabilitation of Three Wells
City of Newport Beach
Newport Beach, Orange County, California
Dear Mr. Davis:
Richard C. Slade & Associates LLC, Consulting Groundwater Geologists (RCS), is pleased to
submit this proposal for providing hydrogeologic office services for the rehabilitation of three
existing, municipal -supply wells for the City of Newport Beach (the City): the Tamura Shallow
Well; the Dolphin Deep Well; and the Dolphin Shallow Well (subject wells). These wells are
located within the City of Fountain Valley, Orange County, California, as seen on Figure 1, "Well
Location Map".
In February 2024, it was reported by City Staff that the Tamura Shallow Well had been
experiencing a decline in its specific capacity and pumping rates since approximately the Fall of
2023, even though this well had undergone limited rehabilitation in 2022. It is possible, due to
the aggressive nature of the groundwater in the vicinity of Tamura Shallow Well, that the casing
perforations have become inundated with biological growth, which caused a decrease in the flow
of groundwater into the well. A more robust rehabilitation program (compared to the more limited
work done in 2022) appears to be needed to address the biological growths and to regain some
specific capacity and to improve the pumping rate of the well.
The City's Dolphin Deep and Shallow wells had last undergone well rehabilitation efforts in 2014
and 2015-2016, respectively. During the rehabilitation of the Dolphin Deep Well, a stainless steel
full casing liner was installed to help control sand production in the well under pumping conditions.
It has been approximately 9 to 10 years since these two wells were rehabilitated, and therefore,
biological growths may need to be addressed in order to maintain their efficiency and production.
Because the last rehabilitation of the Dolphin Deep and Shallow Wells was in 2014 and in
2015-2016, respectively, and the last rehabilitation of the Tamura Shallow Well was in 2022
(which was minor in scope), it is likely that a full rehabilitation of each well (including wire brushing,
chemical development, and air -lifting and swabbing) will be needed at this time. In addition, given
that the low -carbon steel (LCS) casings used to construct the Tamura Shallow Well and the
Dolphin Shallow Well are now over 25+ years in age, a full casing liner may be warranted in order
14051 BURBANK BLVD., SUITE 300, SHERMAN OAKS, CALIFORNIA 91401
SOUTHERN CALIFORNIA: (818) 506-0418 • NORTHERN CALIFORNIA: (707) 963-3914
W W W,RCSLADE.COM
Proposal for Hydrogeologic Services
Preparation of Technical Specifications, Bid -Phase Support, and Partial Reporting
For the Rehabilitation of Three Wells
City of Newport Beach
Fountain Valley, Orange County, California
to continue long-term operational viability. The need for a casing liner in those wells will be
evaluated as rehabilitation progresses.
Based on the above, it is assumed that a full rehabilitation will be needed for each of the three
subject wells, and that Technical Specifications for the wells is to be prepared to provide a
comprehensive suite of options for that rehabilitation. Currently, it is not anticipated at this time
that the Tamura Shallow Well or the Dolphin Shallow Well will require the installation of casing
patches and/or casing liners. However, after initial cleaning and subsequent video surveys, it
may be revealed that there could be holes in either well casing. As such, an assessment of
whether swaged patches or casing liners will need to be installed will be made at that time. The
pages following this cover letter provide our Scope of Hydrogeologic Services for the preparation
of technical specifications and bid -phase support for the rehabilitation of the Tamura Shallow well
and the Dolphin Deep and Shallow wells.
We appreciate this opportunity to present our proposal for the rehabilitation of the three subject
wells and look forward to once again working with you and your staff on another City well
rehabilitation project. Should you have any questions regarding this proposal, please contact us.
Respectfully submitted,
RI ARID C. SLADO& ASSOCIATES LLC
Richard C. Slade
President and Principal Groundwater Geologist
-2-
Proposal for Hydrogeologic Services
Preparation of Technical Specifications, Bid -Phase Support, and Partial Reporting �:QL_��
For the Rehabilitation of Three Wells
City of Newport Beach
Fountain Valley, Orange County, California
SCOPE OF HYDROGEOLOGIC SERVICES
Task 1— Technical Specifications for Well Rehabilitation
RCS shall prepare site -specific Technical Specifications and line -item bid sheets for rehabilitation
operations for the three subject wells. These Specifications will be prepared so that these
rehabilitation operations can be performed by a Contractor under one set of documents and under
one contract to the City. The Specifications and bid items will include the following:
1. Equipment to be utilized and size of work area needed.
2. The type of possible site preparation work needed at each well site before the
equipment is mobilized to each site.
3. Removal of the existing pump at each well.
4. Video surveys to be performed during and following rehabilitation of each well.
5. An Electro-Magnetic Thickness (EMT24) survey that needs to be performed at the
Tamura and Dolphin Shallow wells only. This survey method is applicable to both low
carbon and stainless steel casings.
6. The depth intervals of each well casing to be rehabilitated.
The type of mechanical well rehabilitation methods will be evaluated and included in
the Technical Specifications, as needed. These methods could include the following:
o Wire brushing & bailing.
o Dual -swab airlifting and surging.
o "Air -Jetting", consisting of either the AirBurst®or Bore Blast® methods.
8. The types and volumes of various chemicals and their emplacement methods that
might be needed during chemical rehabilitation for each well.
9. Discharge locations and treatment options/consideration for the discharge of the fluids
to be generated from each well during the rehabilitation tasks (especially when specific
chemicals are used).
10. Parameters for pumping redevelopment and final pumping tests.
11. Discharge requirements and NPDES permit compliance for the pumped groundwater.
12. Final downwell flowmeter and video surveys in each well.
13. Installation of a rebuilt or new permanent pump in each well.
A line item estimate for the probable cost of the rehabilitation work will also be prepared. This will
be provided to permit comparison with the Contractor bids received by the City. RCS will provide
the Technical Specifications to you so that they can be merged with standard City "boiler plate"
documents. Thereafter, the entire package can be sent out by the City for competitive bidding.
-3-
Task 2 — Pre -Bid Meeting and Bid Assistance
RCS will prepare for, attend the pre -bid meeting, and provide pre -bid clarifications and/or
addenda, if necessary, for well rehabilitation. We will also help City Staff in reviewing the received
bids.
The purpose of the pre -bid meeting is to help potential bidders better understand site logistics
such as access, available water supply, location of utilities, and fluids disposal options at each
well site. Consideration will be focused on discharge of fluids from the rehabilitation operations
and from the subsequent testing of each well.
Task 3 — Summary of Well Rehabilitation Operations Report — First Well Only
Prepare a Summary of Well Rehabilitation Operations Report (SOWROR) for one of the three
newly rehabilitated wells to help document the new rehabilitation operations. This Task includes
the preparation of one report only; reports for the two remaining wells will be performed under a
separate contract, or a variance request, if desired by the City. This report will discuss
rehabilitation operations and summarize our observations regarding the rehabilitation work
performed in the well. Final recommendations regarding the new operational pumping rate,
specific capacity, and pump depth setting for the newly -rehabilitated well will also be provided in
the report. The SOWROR report will consist of the following:
o A basic chronologic history of well rehabilitation operations.
o A description of each rehabilitation method used and the results of those methods.
o Daily field reports by the onsite groundwater geologist.
o An evaluation/analysis of the final pumping tests in the newly -rehabilitated well and an
assessment of its new pumping capacity and specific capacity.
o A statement on whether or not water level drawdown interference was induced on the
nearby well (i.e., either the Tamura Deep Well, Dolphin Shallow Well, or Dolphin Deep
Well depending on the well rehabilitated) during the pumping tests performed in the
newly -rehabilitated well.
o Recommendations for the pump depth setting and pumping rate for the permanent
pump in the newly -rehabilitated well.
o Occasional photographs to help document certain rehabilitation methods.
o Supporting documentation on well rehabilitation operations, such as the types and
volumes of chemicals used, the Contractor's daily records, pumping redevelopment
and testing sheets.
o The report will also have attendant tables, figures, and drawings to help document
work conducted in the newly -rehabilitated well.
A Draft report for the well will be submitted to you for your review and comment. Following that
review, City comments will be incorporated into the Final report, and an electronic copy of the
document in an Adobe PDF format will be submitted to City.
-4-
Proposal for Hydrogeologic Services
Preparation of Technical Specifications, Bid -Phase Support, and Partial Reporting
For the Rehabilitation of Three Wells
City of Newport Beach
Fountain Valley, Orange County, California
CLOSURE
We appreciate this opportunity to submit this proposal for providing the City of Newport Beach with
hydrogeologic services related to the preparation of technical specifications, bid -phase support,
and partial reporting for the Tamura Shallow Well, and the Dolphin Shallow and Deep Wells. If
you have any questions regarding this proposal, please contact Geza Demeter via email
(geza.demetera.reslade.com).
Very truly yours,
RICHARD C. SLADE & ASSOCIATES, LLC
Richard C. Slade
President and Principal Groundwater Geologist
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EXHIBIT B
SCHEDULE OF BILLING RATES
Richard C. Slade & Associates, LLC Page B-1
Exhibit B Billing Rates — C-9598-1
COST ESTIMATE FOR HYDROGEOLOGIC SERVICES
The attached Table 1 provides details of our cost estimate for each of the tasks listed in the Scope
of Services. The cost for each task is as follows:
Estimated
Task
Description
RCS Costs
Task 1
Technical Specifications for Well Rehabilitation
$17,314
Task 2
Pre -Bid Meeting and Bid Assistance
$5,357
Task 3
Summary of Well Rehabilitation Operations Report
$19,425
(One Report, First Well Rehabilitation Only)
RCS Total Professional Services:
$42,096
(Includes a 2.5% Administrative Fee and Direct Costs):
Payment will be based on the hours worked and on the current RCS Schedule of Charges.
Consultant's services accrue on a time and expense basis in accordance with the attached
Schedule of Charges. Note that the cost estimate presented above for Task 3 is only for one
report, for the first well rehabilitation only. Reports for the two remaining wells will be performed
under a separate contract or contract amendment, if desired by the City.
A monthly status update report will be included outlining the work conducted to date and the
percentage of the budget expended. Payment will be based on the hours worked and the hourly
rates as described in the attached Table 1 detailing the personnel -hour breakdown for the listed
tasks.
RCS SCHEDULE OF CHARGES
January 2024
Professional Services Hourly Rates
President $328.00
Principal Groundwater Geologist $278.00
Senior Groundwater Geologist
$242.00
Staff Groundwater Geologist $210.00
Field Groundwater Geologist $140.00
Clerical $106.00
Field Equipment Charges
Pressure Transducers (water level & barometric
$50.00/wk.
pressure monitoring during pumping tests)
Electric Tape Water Level Probe
$25.00/day
Field Water Quality Probe (T, pH, EC) $50.00/day
Travel Time and Mileage
Travel time for meetings and/or to job sites will be charged at our standard hourly rates. Mileage
is charged at the current IRS rate.
Client will furnish rights -of -way to land as required for field visits and field operations, such as
sampling or testing of water wells.
With the exception of hourly billing for time, any and all other charges, fees, rates, costs,
reimbursements, and other expenses of any nature whatsoever shall be subject to prior written
approval of City.
Consultant shall provide written notice to City of any annual changes to its rates set forth herein
prior to such rates being effective. Any such annual rate changes shall not exceed five percent of
the rates in effect immediately prior to such change.
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
Provision of Insurance. Without limiting Consultant's indemnification of City,
and prior to commencement of Work, Consultant shall obtain, provide and
maintain at its own expense during the term of this Contract, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Consultant agrees to provide insurance in accordance with
requirements set forth here. If Consultant uses existing coverage to comply and
that coverage does not meet these requirements, Consultant agrees to amend,
supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for
bodily injury by disease in accordance with the laws of the State of
California. U.S. Longshoremen's and Harbor Workers' Act (USL&H)
shall be required for employees performing services covered by said
Act.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
Richard C. Slade & Associates, LLC Page C-1
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount
of two million dollars ($2,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity
date, or retroactive date must be before the Effective Date of this
Agreement and Consultant agrees to maintain continuous coverage
through a period no less than three years after completion of the
Services required by this Agreement.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the
City, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Consultant's primary and excess/umbrella liability policies are
exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed
to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents,
volunteers and employees, or shall specifically allow Consultant or
others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, but not including professional
liability, shall provide or be endorsed to provide that City, its City Council,
boards and commissions, officers, agents, volunteers and employees
shall be included as additional insureds under such policies.
Richard C. Slade & Associates, LLC Page C-2
C. Primary and Non -Contributory. Consultant's insurance coverage shall
be primary insurance and/or the primary source of recovery with respect
to the City, its City Council, boards and commissions, officers, agents,
volunteers and employees. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage. All of
the executed documents referenced in this Contract must be returned
to City within ten (10) regular City business days after the date on the
"Notification of Award". Insurance certificates and endorsements must
be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with
City at all times during the term of this Contract. The certificates and
endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any
time during the term of the Contract to change the amounts and types
of insurance required by giving Consultant ninety (90) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
Richard C. Slade & Associates, LLC Page C-3
liability on City, or its employees. Consultant shall require and verify that
all subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Consultant. Any available proceeds in excess of
specified minimum limits of insurance and coverage shall be available
to the City.
F. Self -Insured Retentions. Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City
shall have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Richard C. Slade & Associates, LLC Page C-4
Consultant's Insurance. Consultant shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
Richard C. Slade & Associates, LLC Page C-5
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