04-20-2021 - AGENDA ITEM 05 CONSIDERATION OF AGREEMENTS RELATED TO THE AZUSA AVENUE SEWER LIFT STATION UPGRADES - PROJECT NO. U-17022AGENDA ITEM NO. 5
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: April 20, 2021
TO: Mayor and City Council
FROM: David Carmany
City Manager
SUBJECT: CONSIDERATION OF AGREEMENTS RELATED TO THE AZUSA AVENUE SEWER
LIFT STATION UPGRADES - PROJECT NO. U-17022
RECOMMENDATION:
It is recommended that the City Council take the following actions:
1. Ratify the City Manager's execution of a Settlement Agreement with NV5, Inc. to contribute to the
Azusa Avenue Sewer Lift Station Upgrades project and compensate the City an amount of $74,000 as
construction cost recovery due to design issues discovered during the construction of the Azusa Avenue
Sewer Lift Station Upgrades project, Project U-17022;
2. Approve and authorize the City Manager to execute a First Amendment to the Professional Services
Agreement with NV5 increasing the contract amount by $60,000, for a maximum compensation of
$90,000; and
3. Adopt the resolution:
RESOLUTION NO.2021-32 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE
FISCAL YEAR COMMENCING JULY 1, 2020 AND ENDING JUNE 30, 2021
BACKGROUND:
The City's sewerage system is a utility network used to collect the liquid wastes of the city for subsequent
treatment or disposal. Sanitary sewers collect contaminated, putrescible liquid from the plumbing systems of
buildings, and carry it to a sewage treatment plant. Sewerage systems involve a plan for the removal of spent
liquid matter, the removal of which from the city is essential - not only for the preservation of pleasant and
attractive living conditions, but for the maintenance of sanitary and healthful surroundings. Sewage is almost
universally, but not always, collected by means of a gravity flow system. Sewerage problems, like those of
garbage removal, are messy, unattractive, and generally shunned by citizens. The nature of the subject
prevents it from have popular appeal in its details; only when a project of spectacular size is undertaken or
some wide -spread nuisance is created does the public typically become truly interested. While not generally
interested in the manner or method of accomplishment, the American public has become accustomed to a
high-grade sanitary service, and it is certain to express dissatisfaction if the sewerage system fails to function
adequately. It is an especial concern, when any sewer planning is done, to be sure that the question of the
relation of sewers to other utility mains in the streets - water, gas, light and power conduits - is answered.
EXHIBIT A
PROJECT AGREEMENT
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
CIVIL SOURCE, INC
FOR
AZUSA SEWER LIFT STATION UPGRADES
THIS AGREEMENT is made and entered into this 2161 day of February, 2017 ("Effective
Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and
CIVIL SOURCE, INC, ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an Independent
contractor to City, 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, except that If
Consultant is required to but does not yet hold a City business license, it will promptly obtain a
business license and will not provide services to the City until it has done so; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" 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 Scope of Services attached hereto as Exhibit "A," 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. Consultant shall keep itself informed of State and
Federal laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its service pursuant to this Agreement. The Consultant shall at all
times observe and comply with all such laws and regulations. City Officers and employees shall
not be liable at law or in equity for any claims or damages occurring as a result of failure of the
Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Form updated September 2016
Manager 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;
(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; and all other
Federal, State and local laws and ordinances applicable to the services required 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 or intellectual disability, medical
condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender
expression, 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. 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.
1.8 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 at 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 6264.7. 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.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
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forth in Exhibit "6," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's total compensation shall not exceed Eighty -Eight Thousand, Four Hundred and
Sixty Dollars ($ 88,460.00).
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,
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. Should the City
request in writing additional services that increase the hereinabove described "SCOPE OF
SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid
to the Consultant for such additional services. Such increase in additional fees shall be limited
to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever
Is greater. The Department Head or City Manager is authorized to approve a Change Order for
such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once 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 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 "C," 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 he 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. If a delay beyond the control of the Consultant is encountered, a time
extension may be mutually agreed upon in writing by the City and the Consultant. The
Consultant shall present documentation satisfactory to the City to substantiate any request for a
time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of twelve months, ending on February 21, 2018, unless previously terminated as
provided herein or as otherwise agreed to in writing by the parties.
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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 at least fifteen (15) days
prior written notice to Consultant. In the event of such termination, Consultant shall immediately
stop rendering services under this Agreement unless directed otherwise by the City. If the City
suspends, terminates or abandons a portion of this Agreement such suspension, termination or
abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the
Consultant fails to cure Its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without
further notice and without prejudice to any other remedy to which it may be entitled to at law, in
equity, or under this Agreement.
The City also shall have the right, notwithstanding any other provisions of this
Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy
to which it may be entitled to at law, in equity, or under this Agreement, immediately upon
service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed
because of insolvency;
C. Make a general assignment for the benefit of creditors;
d. Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of
record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or
rearrangement of Its affairs.
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 effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein.
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 the effective date of the
notice of termination, at no cost to City.
Civil Source, Inc
6.0. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
5.1 MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $2,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if
Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with
limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employees Liability Insurance with limit of no less than $1,000,000 per accident
for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriates to the
Consultant's profession, with limit no less than $1,000,000 per occurrence or claim,
$2,000,000 aggregate.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
5.2. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Contractor Including materials, parts, or equipment furnished in
connection with such work or operations. General liability coverage can be provided in the form
of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11
85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;
and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary
coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not
contribute with It.
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Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the City.
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said
Contractor may acquire against the City by virtue of the payment of any loss under such
insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this
waiver of subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
Self -insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -insured retention may
be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A,M. Best's rating of no less than A:VII,
unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or
copies of the applicable policy language effecting coverage required by this clause. All
certificates and endorsements are to be received and approved by the City before work
commences. However, failure to obtain the required documents prior to the work beginning
shall not waive the Contractor's obligation to provide them. The City reserves the right to
require complete, certified copies of all required insurance policies, including endorsements
required by these specifications, at any time,
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors.
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 stoned by
the parties in Interest at the time of such modification.
6.2, Representatives. The City Manager 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.
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6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Amy Amirani, Owner, who shall coordinate
directly with City. Any substitution of key personnel must be approved in advance by City's
Representative and the Agreement shall be amended to reflect the changes.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and
placed In a sealed envelope, postage prepaid, and deposited in the United States Postal
Service. 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 or by Email; and c) 72 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:
Civil Source, Inc
City of West Covina
9890 Irvine Center Drive
1444 West Garvey Ave. South
Irvine, CA 92618
West Covina, CA 91790
Tel: 949-585-0477
Tel: 626-939-8425
Fax:
Fax: 626-939-8660
Email:amy@civil-source.com
Email:chino consunii(a)westcovina.orn
Attn: Amy Amlrani, PE
Attn:Delfino "Chino" Consunji, PE
6.5 Attorneys' Fees. If litigation is brought by any party in connection with this
Agreement, each party shall be responsible for its own costs and expenses, including attorney
fees.
6.6. 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 Los
Angeles County, California.
6.7. 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.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold
free and harmless the City, its elected and appointed officials, officers, agents and employees,
at Consultant's sole expense, from and against any and all claims, demands, actions, suits or
other legal proceedings brought against the City, its elected and appointed officials, officers,
agents and employees arising out of, pertaining to, or relating to the negligence, recklessness,
or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in
performing this Agreement. The defense obligation provided for hereunder shall apply without
any advance showing of negligence, recklessness or willful misconduct of 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, recklessness, or willful misconduct of the
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Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim,
action, complaint or suit asserts liability against the City, its elected and appointed officials,
officers, agents and employees based upon such negligence, recklessness, or willful
misconduct, 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.
6.9. 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.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
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.
6.11. 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.
6.12. 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
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information shalt 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. Consultant or Consultant's agents shall execute
such documents as may be necessary from time to time to confirm City's ownership of the
copyright in such documents.
6.13. Electronic Safe uq. ards. Contractor shall identify reasonably foreseeable internal
and external risks to the privacy and security of personal information that could result in the
unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.
Contractor shall regularly assess the sufficiency of any safeguards and information security
awareness training in place to control reasonably foreseeable internal and external risks, and
evaluate and adjust those safeguards in light of the assessment.
6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City hereunder,
Consultant is designated in said Conflict of Interest Code and is therefore required to file an
Economic Interest Statement (Form 700) with the City Clerk, for each employee providing
advise under this Agreement, prior to the commencement of work, unless waived by the City
Manager.
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 Consultants services under this agreement, including, but not limited to, the
Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code
Sections 1090-1092, Consultant covenants that none of Consultant's officers or principals have
any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any
manner or degree with the performance of the services hereunder, including in any manner in
violation of the Political Reform Act. Consultant further covenants that in the performance of this
Agreement, no person having such interest shall be used by Consultant as an officer, employee,
agent, or subconsultant. Consultant further covenants that Consultant has not contracted with
nor is performing any services, directly or indirectly, with any developer(s) and/or property
owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants
and agrees that Consultant and/or its subconsultants shall provide no service or enter into any
agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm($)
and/or partnership(s) owning property in the City prior to the completion of the work under this
Agreement.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.17, Order of Precedence. In the event of an inconsistency in this Agreement and
any of the attached Exhibits, the terms set torth 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,
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Sewer construction work is typically designed and constructed by private contractors.
The Azusa Avenue Sewer Lift Station, located at 2700 S. Azusa Avenue, is identified as one of the high -
priority Capital Improvement Program (CIP) projects in the City's Sewer System Management Plan (SSMP)
Update. The project will upgrade the Azusa Avenue Sewer Lift Station, including replacement of the existing
sewer pumps, equipment, controls, conduits, wiring, and appurtenances in order to comply with the Statewide
General Waste Discharge Requirements for Sanitary Sewer Systems (Order No. 2006-0003). The project will
also provide sufficient storage capacity during emergencies and/or power outages, provide back-up/emergency
power to mitigate potential risk of sanitary sewer overflows and install a Supervisory Control and Data
Acquisition (SCADA) monitoring system that will provide feedback of pump disposition (on/off), fluid levels,
air system, and alarms 24 hours a day, seven days a week. The current pump system does not have these
functions and is manually operated.
DISCUSSION:
On February 21, 2017, the City Council awarded a Professional Services Agreement for design services to
Civil Source, Inc. in the amount of $88,460. Civil Source, Inc. was later acquired by NV5, Inc. and NV5, Inc
took over the agreement and services.
On May 7, 2019, the City Council awarded a construction agreement to Pyramid Construction as the lowest
responsive/responsible bidder in the amount of $2,239,700. Additionally, a contingency amount of $223,970
(10% of contract award) was approved. The City Council also awarded a Professional Services Agreement
with GK Associates in the amount of $118,110 for construction management and inspection services. Total
Project Budget was approved as $2,811,400. On May 14, 2019, a Professional Services Agreement was
administratively granted to NV5, Inc. in the amount of $25,300 for as -needed engineering support during
construction phase. The construction of this project commenced on June 24, 2020.
In September 2020, as construction operation continued, an existing eight -inch water line was discovered,
which conflicted with the proposed equipment. Options to resolve this conflict were evaluated. Instead of one
large wet well, two smaller wet wells with the same capacity were identified as a potential solution. By
November 2020, NV5, Inc. commenced preparation of revised design plans for two wet -wells.
In November 2020, the contractor submitted a change order request for the revised design as well as delay
charges in the amount of $327,250. By January 2021, and after further adjustment to the revised design and
negotiations with the contractor, staff was successful in reducing and finalizing the change order amount to
$216,351. This final change order amount is below the City Council approved 10% contingency amount,
which was $223,970.
During this process, it was determined that certain items contributing to the change order costs were as a result
of design issues. Staff held discussions with NV5, Inc. regarding the design items, and as a result, NV5, Inc.
agreed to contribute to the project by compensating the City an amount of $74,000 to recover the costs of these
items. The City Manager executed a Settlement Agreement with NV5, Inc. (Attachment No. 1), which was
prepared by NV5, Inc. and reviewed by the City Attorney's Office, as a mechanism for the City to receive the
funds. Staff recommends that the City Council ratify the City Manager's action, and appropriate this amount
as a supplement to the overall project budget.
Another issue that became apparent during the process was that the consulting engineer had not actively taken
a proactive role to resolve the construction issues as the construction management firm. It was determined that
due to required experience level to effectively manage the construction, it would be in the best interest of the
project for NV5, Inc. to assume this role. The City Manager amicably concluded the contract with GK &
Associates, and retained NV5, Inc. to take over these services. This placed NV5, Inc. in a responsible role to
manage the construction of the project to completion, and deal with any design issues that may arise more
swiftly and effectively. NV5, Inc. provided staff a comprehensive proposal for construction management and
inspection services in the amount of $90,000.
6.18. 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.
6,19, 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.
6.20. 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.
6,21. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement,
6.22, 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.
6.23, 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.
6.24. Counterparts and Electronic Signatures. 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. Counterpart written signatures may be
transmitted by facsimile, email or other electronic means and have the same legal effect as if
they were original signatures.
6,25. 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.
6.26 Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W9, as issued by the
Internal Revenue Service.
10 civil source. Inc
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 WEST COVINA,
A municipal corporation
C7 \ Date:
Chris Freeland
City Manager
CIVIL. SOURCE, INC
1 \L` Date: 07
Amy Amirani
Owner
ST:
r
ssistant I �.f
City of West Covina
APPR VED AS TO" FORM:
5Zv`.f "
Kin`iberlyl-lallrBallow, City Attorney
APPROVED AS TO INSURANCE:
Risk Management
Date:
Date: V Z-�// 7
11 Civil source, Inc
EXHIBIT A
SCOPE OF SERVICES
12 CMI Source, Inc
( ( City of vvestCovina
Professional Engineering Services for Design of Azusa Sewer Lift station Upgrades
?tecommen4d scope of seruicea
The following scope of services has been prepared using the City'sscope of services itemized in Section III of the request for
proposalsas a guide. No tasks have been deleted, but clarifications and embellishments are shown IRttalics.
TASK I — PRELIMINARY DESIGN STAGE
1. Attend design kick-off meeting with City staff.
1.1 Prepare meeting agenda,
2.1 Prepare preliminary opinion of probable construction cost.
3.1 Preliminary sketch of expected easement requirements.
4.1 Prepare meeting minutes.
2. Review all documents provided by the City necessary to complete the design. The City will provide the following Items
and/or services when applicable:
2.1 Access to utility Information, surveys, drawings,. and other data on file with the City. Consultant shall be responslble to
review available Information and reproduce at no cost to the City.
2.2 Digital copy of the Clty's pro -forma Specifications (MS Word),
2,3 Copy of existing Improvement plans.
2.4 Copy of existing easement information.
2.5 Copy of maintenance records and/or reports (where available),
2.6 Copy of latest Sewer System Management Plan.
2.7 Printing and distribution of bid documents.
2.8 Hosting of project meetings.
3. Send a preliminary notice.to each utility company affected by the p1roposed Improvements, Request l t ps for any
existing improvements, prior rights Information, and, if required, an estimate and schedule from each uti ty for any
required relocation.
4. Perform a design/topographic survey under supervision of a licensed Civil Engineer or Land Surveyor. Research and
record all existing Improvements, tnciuding; but not limited to. Driveways. Trees, signs, street lights, fire hydrates, water
and gas valves, manholes, structures; striping, traffic loops, power poles, catch basins, vaults,electrlcal panels, trap;(o.rmers,
radio antennas, and other features.
5. Prepare base maps at a scale of 1"=40' 1"=20'using data from Items 2, 3, and 4. Plot utilities on base maps.
6. Evaluate design alternatives to upgrade. sewer lift statlon considering construction costs, utility locations, cltizer)tjjipacts,
and perritlt requlrelrien[g. Prepare and submit PreJimglarybesign Report for City review and approval. Obtain ditys Input
and concurrence on pfeferred alternative prior to c`orripleting 65% plans.
7. Prepare and submit preliminary construction cost estimates and 2 sets of construction plans (65% compietio0 level).
Subinit draft of project specifications.
8. Prepare and submit preliminary construction cost estimates and 2 sets of construction plans (90% compietlo level)
incorporating City, utility, and other comments from the previous submittal. Submit complete set of project specifications.
9. If applicable, send final notice to each affected utility company to complete relocations prior to anticipated construction
start date.
Civilstburce, inc.
h A'(:C 27
c f:a 1 l City of West Covina
Professional Engineering Services for Design of Azusa Sewer Lift Station Upgrades
10, Prepare construction plans to include, at a minimum the following:
Sheet
Key
Description
1
GI
Title Sheet Including Sewer and NPDES General Notes, Utility Contact Information, etc.
2
G2
Legend, General Notes, Abbreviations and Sheet Index
3
DI
Site Demolition Plan
4
D2
Mechanical Demolition Plan
5
D3
Electrical Demolition Plan
6
Cl
Phase 1 Improvements, (Diversion Manholes, Emergency Discharge Riser and Replacing 1-2 Pump with
Portable Diesel -Driven Trailer -Mounted Pump
7
C2
Site Improvements — Horizontal Control
8
C3
Site Improvements — Yard Piping and Utilities Plan and Profiles
9
C4
Site Improvements — Grading, Drainage, Paving, and Fencing
10
CS
Site Improvements — Emergency Storage System Plan and Profiles
11 JCG
Site Details
12
Ml
Mechanical Plan — Pumping Improvements
13
M2
Mechanical Sections— Pumping Improvements
14
M3
Mechanical Details
i5
M4
Equipment Schedule and Specification References / Additional Details
16
M5
Ventilation Plan
17
Sl
General Structural Notes
18
IS2
Reinforcing Steel and Anchor Bolt Notes and Details
19
S3
Concrete Notes and Details
20
S4
Structural Concrete Plans
21
E1
Electrical Symbols and Abbreviations
22
E2
Electrical Site Plan
23
E3
Single Line Diagrams and Elevations
24
E4
Power and Signal Plan
25
E5
Lighting and Receptacle Plan
26
E6
Electrical Details
27
E7
Control Diagram
28
Il
Instrumentation Symbols and Abbreviations
29
12
P&ID
30
I3
Communication System Block Diagram
31
14
Ma(n Control Panel Layout and Power Diagram
i1. Prepare technical specifications using the following outline as a guide:
DIVISION 0 PROCUREMENT AND CONTRACTING REQUIREMENTS
1. Section 00 01 10: Table of Contents
2. Section 00 89 01: Permits
DIVISION i GENERAL REOUIREMENTS
3. Section 0100 01: Reports, Standard Drawings, Standard Specifications, and Accepted Materials list
4. Section 010100: Summary of Work and Sequence of Construction
5, Section 0104 00: Coordination
6, Section 0122 00: Unit Prices
7. Section 0133 00: Submittal Procedures
CivilSource. Inc.
nAIC 71.
t City of West Covina
P� professional Engineering Services for Design of Azusa Sewer Lift Station Upgrades
DIVISION 28 ELECTRONIC SAFETY AND SECURITY
55. Section 2816 00: Intrusion Detection
DIVISION 31 EARTHWORK
56. Section 310516: Aggregate and Rock Products for Earthwork
57. Section 3110 00: Site Clearing
58. Section 3123 00: Excavation and Fill
DIVISION 32 EXTERIOR IMPROVEMENTS
59. Section 321216: Asphalt Paving
DIVISION 33 UTILITIES
60. Section 33 0130: Sewage Bypassing
61, Section 33 0139: PVC Lining for Interior Concrete Surfaces (Unobond)
62. Section 33 05 26: Utility Identification
63. Section 33 05 33. Couplings, Tie Rods, Flange Connectors and Unions
64, Section 33 05 34: Grooved and Shouldered (Victaulic-Style) Couplings
65. Section 33 05 37. Wall Pipes, Seep Rings, and Penetrations
66. Section 33 05 38: Hangers and Supports
67. Section 33 05 39: Manual Valve Operators
68. Section 33 0811: Pressure Testing and Flushing of Pressure Pipelines
69. Section 33 08 31: Leakage and Infiltration Testing of Gravity Sewer Pipelines
70. Section 331111: Ductile Iron Pipe
71. Section 331216: Plug Valves
72. Section 33 12 18: Check Valves
73. Section 33 30 21: Vitrified Clay Pipe (VCP)
74. Section 33 3214: Trailer -Mounted Engine -Driven Wastewater Pumps
75. Section 33 32 22: Submersible Wastewater Pumps
76. Section 33 3913: Precast Concrete Manholes
DIVISION 40 INSTRUMENTATION AND CONTROL FOR PROCESS SYSTEMS
77. Section 40 9010: Common Work Results for Instrumentation and Control
78. Section 40 90 20: Control System Descriptions
79. Section 40 9119: Pressure Instruments
80, Section 40 9125: Flow Sensors
81, Section 40 9126: Level Instruments
DIVISION 44 POLLUTION AND WASTE CONTROL EQUIPMENT
82. Section 44 3100: Odor Treatment Equipment
TASK II - FINAL DESIGN STAGE
1. Prepare final construction specifications, cost estimate, and plans (100%completion level) incorporating comments from
the City, affected agencies, and utility companies.
2. Upon City approval of plans and specifications, provide final construction drawings In digital format and one set of
myiars, sealed and signed by a supervising California Licensed Civil Engineer, Submit project specifications in digital
format. Submit copies of pertinent correspondence, Including responses from utilities and affected agencies.
TASK III - BID STAGE SERVICES
1. Respond in writing to all written requests for clarification received from prospective bidders during bid period.
2. Prepare and Issue addenda to the bid package as necessary.
3. Assist City in coordinating and obtaining required permits from regulatory agencies as necessary.
CivilSource, Inc,
EXHIBIT B
FEE SCHEDULE
13 m Source, Inc
Design Services for AZUSA Sewer Lift Station Upgrades
Proposed Fee Schedule
The following matrix summarizes each task and its deliverables as part of this Scope of
Services. The Consultant shall provide a detailed summary and breakdown of the staffing
classifications, hourly fee, and total number of hours necessary to support each task.
Item
Description
Fee
Task 1
All labor, services, materials and equipment to
complete Preliminary Design Services as described in
$70,840
Section III - Scope of Services
Task 2
All labor, services, materials and equipment to
complete Final Design Services as described in
$14,380
Section III - Scope of Services
Task 3
All labor, services, materials and equipment to
complete Bid Stage Services as described in Section
$3,240
III - Scope of Services
m$88,460
TOTAL FEE (NOT TO EXCEED)
_
EXHIBIT C
PROJECT SCHEDULE
14 civil Source, Inc
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In order to avoid further construction delays, the City needed to quickly utilize NV5, Inc.'s services.
Therefore, the City Manager executed an initial Professional Services Agreement with NV5, Inc. in the
amount of $30,000 (Attachment No. 2) to enable NV5, Inc. to commence providing services. Staff now
recommends that the City Council authorize the City Manager to execute an amendment to the Professional
Services Agreement with NV5, Inc. (Attachment No. 3) for the remaining balance of $60,000 for
the construction management and inspection services for this project. In addition, staff recommends adopting
the budget amendment to allow for the Professional Services Agreement with NV5, Inc. (Attachment No. 4).
It is anticipated the remaining construction of this project will take approximately three to four months.
LEGAL REVIEW:
The City Attorney's Office has reviewed the amendment and resolution and approved them as to form.
OPTIONS:
The City Council has the following options:
1. Approve Staffs recommendation; or
2. Provide alternative direction
Prepared by: Paulina Morales, Acting Assistant City Manager
Fiscal Impact
FISCAL IMPACT:
There is no impact to the General Fund. The total estimated project cost is as follows:
Current
No.
Approved Items
Budgeted
Amount
Estimated
Cost
1�Design
and Staff Oversight
$111,049.00
$113,760.00
F2. ]Construction
Contract$2,239,700.00
$2,239,700.00
3�ConstructionContingency
$223,970.00
$216,351.00
F4]J
Southern California Edison new service
$25,000.00
$7,500.00
connection
Management and
HConstruction
5.
Inspection services provided by GK &
118,110.00
$85,000.00
Associates (Contract Terminated)
Management and
nConstruction
6�lnspection
services (Services by NV5,
N/A
$90,000.00
Inc.)
7�StaffProjectAdministrationF8]J
$68,571.00
$31,433.91
Project Management and Administration
(Transtech)
N/A
$30,000.00
Temporary Odor Control During
Construction
$25,000.00
$0
F10-11
BUDEORIGINALLYAPPROVED
$2,811,400.00
N/A
.
r
Additional Budget as a result of
IF
$74,000.00
N/A
payment made by NV5 per Settle
city of West Covina
Lfessional Engineering Services for Des ,., of Azusa Sewer lift Station Upgrades
(Fo s 9$ of (Nln-CobifCmt& ,Wr
F� �s"Ui�n
Statement of Non Collusion by Contractor
The undersigned who submits herewith to the City of west Covina a bid or proposal does hereby certify:
a. That all statements of fact in such bid or proposal are true;
b. That such bid or proposal was not made In the interest of or on behalf of any undisclosed person, partnership,
company, association, organization or corporation;
C. That such bid or proposal Is genuine and not collusive or sham;
d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to
Induce action prejudicial to the interest of the City of West Covina or of any other bidder or anyone else interested in
the proposed procurement;
e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else
would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or
proposal;
f. Did not in any manner, directly or Indirectly seek by agreement, communication or conference with anyone to raise or
fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of
his bid or proposal price, or that of anyone else;
g. Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereoasso for the attoo oents thereof,
anon bid
divulge information or data relative thereto, to any corporation, partnership, company,
Coviindividualdesitory, at to any member agent thereof or to any
na, or to any pars n/ pe sons who have a partnership or (nancial group Individuals,
t with said bidder in hisobuslntheCess of West
employee of the
ity of
vina any
h miealstor anything of valued noprovide, directly or r,dwhatsoe whatsoever. which irectly to any rcould be objectively Ct construed sointending to inl invokeanyforam of
reciprocation or favorable treatment,
1. That no officer or related to any officer or employee of
he
by blood
arriage
within the third degree orof isemployed, either full oe undersigned firm r part time, by he City of West Covina lsithory urrenity orrwithin the
last two (2) years.
J. That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been
convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act In
violation of any state or federal antitrust law in connection with the bidding upon award of, or performance of, any
public work contract, with any public entity, within the last three years.
I certify, under penalty of perjury under the laws of the state of California, that the foregoing Is true and correct and that this
certification was executed:
On December 6, 2016 at Irvine California.
Firm CivilSource, Inc.
(Signature)
Street 9690Irvine Center Drive „�Amy.Amiran Pdnejpal"ln-Charge ..�
(Print Name & Title)
City Irvine State CA Zip _ 92618
Civilsource, In
PAGE(
DATE(M
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3/9120`19l2017
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IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the farms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
ce Eholder In lieu of such ondorsomenl a .
PRODUCER
Dealey, Renton & Associates
T Marie Swane
PRONE . 626 8443070 lei•
199 S Los Robles Ave Ste 640
Pasadena, CA 91101
License#0020739
IL ,mswana dealsyanton.com
INSURERSAPFOR0INO COVERAGE
INSURER A 'Travelers Indemnity Co. of Connecti
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INSURED CIVILSOUR
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9890 Irvine Center Drive
INSURER B:TravelesProperty CalauIty CoofA
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INSURER a: Trumbull Insurance Company27120
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INSURERD:Travelers Casualty & SureCo. Ame
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Irvine, CA 92618
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949 585-0477
INSMER F:
COVERAGES G. - "Alt umcc �wo-„v, �� .._... _..__.
NAMED ABOVE FOR THE POLICY PERIOD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
INDICATED. N07THSTANDING
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CERTIFICATE
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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DESCRIPTION OF OPERATION8I LOCATIONS I AnECLEe IAGDRD tat, AtldlVonel Ran,vke Schadute, maY M almchod ltmaro aPaco is required)
services. Umbrella polle is a follow -form to underlying
General Liability oliccyy excludes claims arising out of the performance of professional
GenerallHired&Non-Owned Auto/Employers Liability Policies. Insured owns no company vehicles; therefore, hired/non-owned auto is the
maximum coverage that applies.
RE: Azusa Sewer Lift Station Upgrades, Cameron Ave Pavement Rehab — The City of West Covina is named as an additional Insured as
respects general & hired/non-owned auto liability for claims arising from the operations of the named insured as required per written contract
agreement.and non-contributory as aspects to general liability
subrdogationInsured
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cover coverage. Insor urance
liCtt lrYll,A Ic nVLVGn -"
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Cifry of West Covina THE EXPIRATION DATE THEREOF, NOTICE "LL BE DELIVERED IN
1444 West Garveyy Ave, SWth ACCORDANCE WITH THE POLICY PROVISIONS.
West Covina CA 9t790
AUTHORIZED FEPRESEN7AMVE
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®1980.2014 ACORD CORPORATION. All rights reserved,
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
COMMERCIAL AUTO
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THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
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The following replaces Paragraph A.5., Transfer of
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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
required of you by a written contract executed
prior to any "accident" or "loss". provided that the
"accident" or 'loss" arises out of the operations
contemplated by such contract. The waiver ap-
plies only to the person or organization desig-
nated In such contract.
CA T3 40 02 15 02016 The Travelers Indemnity Company. All d0hts m$sNed. Page 1 of 1
fndudes copyrighted materlal of insurance services Office. Inc. with Its permission.
POLICY NUMBER: eA4592L377 COMMERCIALAUTO
CA 20 48 1013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage
under the Who Is An Insured provision 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.
Named insured: Civilsource, Inc.
Endorsement Effective Date: 7/20/203.6
SCHEDULE
Name OfPerson(s)OrOrganization(s): City of West Covina -- RE:Azusa Sewer Litt station
Upgrades, Cameron Ave Pavement Rehab
Information required to complete this Schedule if not shown above will be shown in the Declarations.
Each person or organization shown in the Schedule is
an "Insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies
as an "insured" under the Who Is An Insured
provision contained in Paragraph A.I. of Section II —
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I — Covered Autos
Coverages of the Auto Dealers Coverage Form.
CA 20 48 1013 0 Insurance Services Office, Inc., 2011 Page 1 of 11
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: CiviIsource, Inc.
Producer: Dealey, Renton & Associates
Schedule
Person or Organization
city of West Covina
1444 West Garvey Ave, South
West Covina CA 91790
Additional Premium %
We have the right to recover our payments from any-
one liable for an hyury- 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.)
//W o
Authoriz°A Rop:esentetive
WC040306
Policy Number 72WEGZQ4447
Effective Date 7/20/2016
Job Description
city of West Covina -- RS:Azusa sewer
Lift Station Upgrades, Cameron Ave
Pavement Rehab
You trust 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.
POLICY NUMBER: 680281OL758 COMMERICAL GENERAL LIABILITY
ISSUE DATE:3/9/2017
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 PERSONS) OR ORGANIZATION(S):
City of West Covina
1444 West G-0y Ave, South
West Covina CA 91790
PROJECTILOCATION OF COVERED OPERATIONS:
City of West Covina -- RE:Azusa Sewer Lift station upgradee, Cameron
Ave Pavement Rehab
PROVISIONS
A The following is added to WHO IS AN INSURED
(Section 11):
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-
slons 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 h the Schedule, the insur-
ance provided to that additional Insured under
this
CG D3 82 09 07 Page I
02007 The Travelers Companies, ins
Includes the copyrighted material of insurance Services Office Ina, with Its permission
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, whether 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
0 20e7 The Travelers Companies, Inc.
Includes the copyrighted material of Insurance Services Office Inc., with Its permission
FIRST AMENDMENT TO
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
CIVIL SOURCE, INC.
FOR
AZUSA SEWER LIFT STATION UPGRADES
This First Amendment to the Agreement dated February 21, 2017 between the CITY OF
WEST COVINA, a municipal corporation, hereinafter referred to as "City" and, CIVIL
SOURCE, INC, hereinafter referred to as "Contractor" ("Original Agreement") is made and
entered into as of February 21, 2017. In consideration of the mutual promises and covenants
contained herein, the parties hereto mutually agree as follow:
SECTION 1. RECITALS. This Agreement is made and entered into with respect to the
following facts:
WHEREAS, the Original Agreement had an expiration date of February 21, 2018.
WHEREAS, the City and Contractor desire to extend the term of the Agreement as
provided for in Section 4.1 of the Original Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained
herein, the parties hereby agree as follows:
1. The Tenn of the Agreement, asset forth in Section 4.1 of the Original Agreement shall
be extended for an additional term of 6 months ending on August 21, 2018, unless
terminated sooner at any time by the City for any reason or no reason at all upon fifteen
calendar days written notice to Contractor.
2. Except as herein amended, the terms and conditions of the Original Agreement,
executed on February 21, 2017 shall remain in full force and effect.
[Signatures on following page.)
IN WITNESS WHEREOF, City and Contractor have executed this First Amendment as
of the date set forth above,
CITY OF WEST COVINA
By: Chris
is Freelannd�. _
City Manager
ATTEST; f /
Rosalie Butler
Assistant City Clerk
APPR VED AS TO FORM:
j
YJjhberly HatYBarlow
City Attorney
CIVIL SOURCE, INC.
By: Amy An t
Principal In Charge / Vice President
ATTACHMENT No. 2
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
NV5, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR
THE AZUSA SEWER LIFT STATION UPGRADE PHASE II SITE IMPROVEMENT PROJECT
THIS AGREEMENT is made and entered into this 19th day of March, 2021 ("Effective
Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and NV5,
INC., a California corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent
contractor to City to provide construction management and inspection services for the Azusa
Sewer Lift Station Upgrade Phase II Site Improvement Project, 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, except that if Consultant is
required to but does not yet hold a City business license, it will promptly obtain a business license
and will not provide services to the City until it has done so; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" 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. Scooe of Services. Consultant shall provide the professional services described
in Consultant's Proposal, attached hereto as Exhibit "A" 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. Consultant shall keep itself informed of State and
Federal laws and regulations which in any manner affect those employed by it or in any way affect
the performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. City officers and employees shall not be
1
NV5, Inc.
Form Revised November2020
"AAgreement
between City and NV5 11
1
F12]1TOTAL
BUDGET ADJUSTED (INCREASED)
$2,885,400.00
N/A
13. 11
TOTAL COST ESTIMATED PROJECT
N/A
$2,813,744.91
ga—�cit
without $74,000 NV5
$2,344.91ntribution
The funds available for this project are as follows:
Project No.I Funds Project Account No,Amount
U-17022 I Sewer Fund (189) 17022.189.7300 $2,740,000.00
Sewer Fund (189) 17022.189.7300 $71,400.00
Total $2,811,400.00
Attachments
Attachment No. I - Settlement Agreement with NV5, Inc.
Attachment No. 2 - Professional Services Agreement with NV5
Attachment No. 3 - First Amendment to Professional Services Agreement
Attachment No. 4 - Resolution No. 2021-32
CITY Enhance City Facilities and Infrastructure
COUNCIL Enhance the City Image and Effectiveness
GOALS & Protect Public Safety
OBJECTIVES:
liable at law or inequity for any claims or damages occurring as a result of failure of the Consultant
to comply with this section.
1.3. Prevailing Wages. Consultant is aware of the requirements of California Labor
Code sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title
8, section 16000, et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on certain "public works" and "maintenance"
projects. If the services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is
$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City will
provide Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the services
available to interested parties upon request, and shall post copies at the Consultant's principal
place of business and at the project site. Consultant shall defend, indemnify and hold the City, its
elected officials, officers, employees and agents free and harmless from any claims, liabilities,
costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing
Wage Laws.
1.4. Performance to Satisfaction of City. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Manager 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;
(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.
1.5. 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; and all other Federal,
State and local laws and ordinances applicable to the services required under this Agreement.
1.6. 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 or mental disability, medical condition,
genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression,
sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of
the Government Code.
1.7. 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.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
2
NV5, Inc.
Form Revised November 2020
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.
1.9. Public Reegords 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 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.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit A. Consultant's total compensation shall not exceed Thirty Thousand Dollars
($30,000.00).
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,
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. Should the City request in
writing additional services that increase the Scope of Services, an additional fee based upon the
Consultant's standard hourly rates shall be paid to the Consultant for such additional services.
Such increase in additional fees shall be limited to 25% of the total contract sum or to the
maximum total contract amount of $25,000, whichever is greater. The Department Head or City
Manager is authorized to approve a Change Order for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once 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 for inspection and/or audit at mutually convenient times from the Effective
Date until three (3) years after the termination or expiration of this Agreement.
NV5, Inc.
Form Revised November2020
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. Unless otherwise agreed to by the
parties, the professional services to be performed pursuant to this Agreement shall commence
within five (5) days from the Effective Date of this Agreement. 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. If a delay beyond the control of the Consultant is encountered, a time extension may be
mutually agreed upon in writing by the City and the Consultant. The Consultant shall present
documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of six (6) months, ending on September 18, 2021, unless previously terminated as provided
herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be
extended for a maximum of one (1) successive six (6) month period. Such extension, if any, will
be evidenced by a written amendment to this Agreement.
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 at least fifteen (15) days prior
written notice to Consultant. In the event of such termination, Consultant shall immediately stop
rendering services under this Agreement unless directed otherwise by the City. If the City
suspends, terminates or abandons a portion of this Agreement such suspension, termination or
abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement, to terminate this Agreement without further notice and
without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this
Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement,
to terminate this Agreement, at its option and without prejudice to any other remedy to which it
may be entitled to at law, in equity, or under this Agreement, immediately upon service of written
notice of termination on the Consultant, if the latter should:
Be adjudged a bankrupt;
Become insolvent or have a receiver of its assets or property appointed
because of insolvency;
Make a general assignment for the benefit of creditors;
NV5, Inc.
Form Revised November 2020
Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
Suffer any judgment against it to remain unsatisfied or unbonded of record
for thirty (30) days or longer; or
Institute or suffer to be instituted any procedures for reorganization or
rearrangement of its affairs.
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 effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein.
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 the effective date of the notice of
termination, at no cost to City.
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 authorized to do business in California, with
a current A.M. Best's rating of no less than A:VII, and approved by City:
(a) Broad -form commercial general liability, including premises -operations,
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 Two Million Dollars ($2,000,000.00),
combined single 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 accident for bodily injury and
property damage.
(c) Workers' compensation insurance as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with a limit of no
less than One Million Dollars ($1,000,000.00) per accident for bodily injury
or disease. 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 for losses 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.
NV5, Inc.
Form Revised November 2020
By execution of this Agreement, the Consultant certifies as follows:
I am aware of, and will comply with, Section 3700 of the Labor
Code, requiring every employer to be insured against liability of
Workers' Compensation or to undertake self-insurance before
commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect for the duration
of this Agreement, complete Workers' Compensation Insurance, and shall
furnish a Certificate of Insurance to the City before execution of this
Agreement by the City. The City, its officers and employees shall not be
responsible for any claims in law or equity occasioned by failure of the
consultant to comply with this section.
(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 or claim, and Two Million Dollars ($2,000,000.00)
aggregate. Architects' and engineers' coverage shall be endorsed to
include contractual liability. If the policy is written as a "claims made" policy,
the retroactivity date shall be prior to the start of the work set forth herein.
Consultant shall obtain and maintain said E&O liability insurance during the
life of this Agreement and for five (5) years after completion of the work
hereunder. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a retroactive date prior to the
effective date of this Agreement, Consultant shall purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the
work.
If the Consultant maintains higher limits or has broader coverage than the minimums
shown above, the City requires and shall be entitled to all coverage, and to the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain,
the following provisions:
(a) Additional Insureds: The City of West Covina 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 of Cancelation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(c) Primary Coverage: The Consultant's insurance coverage shall be primary
insurance as respects the City of West Covina, its officers, officials, agents,
employees, and volunteers. Any other insurance maintained by the City of
West Covina shall be excess and not contributing with the insurance
NV5, Inc.
Form Revised November 2020
provided by this policy.
(d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any
right to subrogation which any insurer of said Consultant may acquire
against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement
from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions
of the policies shall not affect coverage provided to the City of West Covina,
its officers, officials, agents, employees, and volunteers.
Coverage Applies Separately: 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. The City may require the Consultant
to purchase coverage with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The policy
language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied
by either the named insured or City.
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 City
reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the
indemnification provision contained in this Agreement.
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.
6.2. Representatives. The City Manager 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.
NV5, Inc.
Form Revised November 2020
6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Luanne Bean, who shall coordinate directly with
City. Any substitution of key personnel must be approved in advance in writing by City's
Representative.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed
in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. 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 Email; and c) 72 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:
NV5, Inc.
City of West Covina
163 Technology Drive, Suite 100
1444 West Garvey Ave. South
Irvine, CA 92618
West Covina, CA 91790
Tel: (949) 419-3030
Tel: (626) 939-8401
Email: jeff.cooper@nv5.com
Email: pmorales@westcovina.org
Attn: Jeffrey Cooper
Attn: Paulina Morales
6.5. Attorneys' Fees. If litigation is brought by any party in connection with this
Agreement against another party, 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.
6.6. 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 Los
Angeles County, California.
6.7. 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.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, with counsel of
City's choosing, indemnify, hold free and harmless the City, its elected and appointed officials,
officers, agents and employees, at Consultant's sole expense, from and against any and all
claims, demands, actions, suits or other legal proceedings brought against the City, its elected
and appointed 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
NV5, Inc.
Form Revised November 2020
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 and appointed 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.
6.9. 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 agents 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.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
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.
6.11. 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.
NV5, Inc.
Form Revised November 2020
6.12. 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 related items as requested by City or its authorized representative, at no additional
cost to the City. Consultant or Consultant's agents shall execute such documents as may be
necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Electronic Safeouards. Consultant shall identify reasonably foreseeable internal
and external risks to the privacy and security of personal information that could result in the
unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.
Consultant shall regularly assess the sufficiency of any safeguards and information security
awareness training in place to control reasonably foreseeable internal and external risks, and
evaluate and adjust those safeguards in light of the assessment.
6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant
is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest
Statement (Form 700) with the City Clerk, for each employee providing advice under this
Agreement, prior to the commencement of work, unless waived by the City Manager.
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 of 1974 (Government Code Section 81000, at seq.) and Government Code Sections
1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest
in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree
with the performance of the services hereunder, including in any manner in violation of the Political
Reform Act. Consultant further covenants that in the performance of this Agreement, no person
having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing any
services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s)
and/or partnership(s) owning property in the City and further covenants and agrees that
Consultant and/or its subconsultants shall provide no service or enter into any agreement or
agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s)
owning property in the City prior to the completion of the work under this Agreement.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.17. 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
10
NV5, Inc.
Form Revised November 2020
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.
6.18. 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.
6.19. 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.
6.20. 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.
6.21. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement and have had an adequate opportunity to review each and every provision of
the Agreement and submit the same to counsel or other consultants for review and comment. 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.
6.22. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.23. 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.
6.24. 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.
6.25. Counterparts and Electronic Signatures. 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. Counterpart written signatures may be
transmitted by facsimile, email or other electronic means and have the same legal effect as if they
were original signatures.
6.26, Corporate Authority. The persons executing this Agreement on behalf of the
NV5, Inc.
Form Revised November 2020
ATTACHMENT NO.1
SETTI EEMEEXAG `EMENT
This Settlement Agreement (the "Settlement Agreement") is made this 3rd day March,
2021, by and between the City of West Covina, a municipal corporation and political subdivision
of the State of California (the "City"), and CivilSource, Inc., a California corporation an NV5
company ("NV5"). The City and NV5 are collectively referred to herein as the "Parties" or
individually as a "Party."
RECITALS
A. On or about November 3, 2016, the City issued a Request for Proposals for
professional engineering services for the design of the Azusa Sewer Lift Station upgrades (the
"Project"); and
B. On or about February 21, 2017, the City and CivilSource, Inc. entered into that
certain Professional Services Agreement for the design of the Azusa Sewer Lift Station upgrades
("Agreement"); and
C. NV5 subsequently acquired CivilSource, Inc.; and
D. City and CivilSource, Inc. extended the term through August 21, 2018 through that
certain First Amendment to the Agreement. The Agreement and First Amendment are collectively
referred to herein as the "Project Agreemenf'. The Project Agreement is attached hereto as Exhibit
A; and
E. Disputes have arisen between the City and NV5 relating to services that were
required to be perforated by NV5 pursuant to the Project Agreement (the "Dispute"); and
F. The City and NV5 desire to resolve any claims between themselves relating to the
Dispute and Project Agreement.
NOW, THEREFORE in consideration of the mutual promises and covenants set forth
herein, the Parties agree as follows:
SETTLEMENT AGREEMENT AND RELEASE
1, NV5 shall pay to the City the amount of Seventy -Four Thousand and 00/100
Dollars ($74,000.00) (the "Settlement Amount") within ten (10) business days of the execution of
this Settlement Agreement,
2. Upon City's receipt of the Settlement Amount, the Parties agree that the Dispute
shall be resolved and that all obligations of both NV5 and the City pursuant to the Project
Agreement shall be deemed complete.
I of S
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.
6.27. Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal
Revenue Service.
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 WEST COVINA,
A municipal corporation
David Carma
City Manager
CONSULTANT
Jeffrey ooper, Ff.E.
Vice P esident
ATTEST:
Lisa Sherripy
Assistant r Clerk
APPROVED FORM:
Trl 'a Ate
City Attorney
APPROVED AS TO INSURANCE:
Date:
y-7-21
Date: 3 go Z 1
Date: QL/ v7 b
Date: IILA hL
H Tran
Human Resources and Risk Management
Director
12
NV5, Inc.
Form Revised November 2020
EXHIBIT A
CONSULTANT'S PROPOSAL
NV5
January 28, 2021
Ali Cayir, PE
City of West Covina
Public Works Department
1444 West Garvey Aven ue,
South West Covina, CA 91790
RE Letter of Proposal - Construction Management and Inspection Services for the Azusa
Avenue Sewer Lift Station Upgrade Phase II Site Improvement Project
Dear Mr. Cayir,
NV5 is pleased to submit a letter of proposal to provide Construction Management and Inspection
Services for the Azusa Avenue Sewer Lift Station Upgrade Phase II Site Improvements.
NV5 offers the services of Ms. Luanne Bean, PE as our designated Construction Manager who will
report directlyto the City's Project Manager. Our Scope of Work assumes a 70 working day duration
and includes the following:
Construction Management Construction Management services to provide oversight part
time up to 10 hours a week. This includes weekly conference calls utilizing Microsoft
Teams or other virtual conference methods due to the pandemic. Our Construction
Manager will coordinate the work and be on -site to resolve issues as needed.
Additionally, our Construction Manager will keep the City informed of the progress of the
project on a regular basis. Ms. Bean is also available on a 24/7 basis should something
arise needing immediate attention after hours.
Inspection: Provide Daily Inspections and Documentation throughout the project with the
initial42 working days at8 hours a day to inspect the underground construction of the
lift station wet wells, followed by 28 working days of half time inspection to inspect the
remainder of the project. NV5's inspections are designed to document required
compliance with the City's quality control requirements as outlined in the approved plans
and specifications. Inspection is prevailing wage and the requirements of the State of
California Department of Industrial Relations will be followed with the first 8 hours at
regular time, and 1.5x the base rate for 8 to 12 hours and Saturday work, and double
time for overtime and Sunday work. A daily email to all parties with the work completed
that day will be sent. Additionally, NV5 has our iPad system for inspector's daily reports,
which will be regularly uploaded to a Dropbox for the City's use and project
documentation of the inspections.
Coordination with CWs Materials and Compaction Testing Firm: Materials and
Compaction Testing will be coordinated by our inspector with the City's contracted
materials and compaction testing laboratory. We will collect the City's material and
compaction testing report's and append them to the project files.
Public Relations: Our on -site Inspector will coordinate and our Construction Manager will
be available on -site as necessary to assist the City and the Contractor in the public
relations relative to the Continental Village Apartments with respect to the need to utilize
the City's existing construction easementfor sewer by-passing and during the deep
excavations of the wet well by meeting with the Apartment's manager or other
designated authority. No flyers or other Public Relations work will be developed.
163 Technology Drive, Suite 100 1 Irvine, CA 92618 1 www.NV5.com I Office 949.419.3030
E. Change Order Review: Our team will provide validation of Contractor's change orders for
eligibility and verification of costs for labor, materials, and equipment with final
recommendations to the City for approval.
F. Utility Coordination: The Contractor is responsible through USA for utility marking to avoid
strikes. NV5's construction management team will assist the City with utility coordination
involving shutoff of the water running through the site as well as connection to Southern
California Edison to meet the project requirements.
G. Oversight of Contractor's Construction Staking: It is expected that the Contractor's
surveyor perform the construction staking and our on -site inspector will verify the
Contractor's staking against the approved plans.
H. Contractor's Payment Application: Our on -site inspector will review the quantities in the
Contractor's monthly update of the Schedule of Values and forward to our Construction
Manager for final review of Contractor Pay Applications with a recommendation to the
City for payment.
I. BMP Inspection: Our on -site inspector will verify that the Contractor has installed the
appropriate BMP, and NPDES materials to control erosion on a daily basis along with a
pre -storm inspection. No documents will be uploaded into the State's Water Boards
Storm Water Report and Tracking System.
J. Startup and Testing: Our Construction Management team will assist the City with final
startup and testing and SCADA integration to the City.
K. Documentation: Construction project documentation files will be provided to the City
electronically at closeout.
Please see our attached fee schedule for a breakdown of the project by task and personnel.
We thank you for the opportunity to submit our letter of proposal and look forward to further
discussions with the City regardingthis project. Should you have any questions or require additional
information, please contact me at 951-377-1566 or via email at Iuanne.bean@nv5.com.
Sincerely,
NV5
fl�.
Luanne Bean, PE
y.Cooper, PE
Senior Construction Manager
resident
PN: P27021-0001336.00
NIV15
V FEE PROPOSAL
N CITY N WEST COVINA
PROFESSIONAL CONSTRUCTION MANAGEMENT 8 TESTINGIINSPECTION SERVICES
Azusa Avenue Sewer Lift Station Upgrade
City Project U-17022
NV5
PROJECT
CONSTRUCTION
INSPECTOR (PW)
ADMIN
TOTAL
TASK
NO.
WORK DESCRIPTION
DIRECTOR
MANAGER
(MOD
(MU 10%)
FEE
$190
$185
$135
$90
HOURS $
HOURS1
HOURSI $
1.01
Construction Management 70 WD. 10 hrMI,
4 $760
142 $26,270 $0
$0
$27,030
1.02
Inspection 42 WD Full Time, 28 WD Part Time
$0
$0 448 $60.480
28 $2,520
$63.000
Subtotal
4 $760
142 $26,270 448 $60,480
28 $2,520 0
$90,030
ATTACHMENT NO. 3
FIRST AMENDMENT TO
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
NV5, INC.
FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE AZUSA SEWER
LIFT STATION UPGRADE PHASE II SITE IMPROVEMENT PROJECT
THIS FIRST AMENDMENT ("Amendment") is made and entered into as of April 20, 2021
("Effective Date") by and between the CITY OF WEST COVINA, a municipal corporation ("City"),
and NV5, INC., a California corporation ("Consultant").
WHEREAS, City and Consultant entered into a Professional Services Agreement on
March 19, 2021 for Consultant to provide construction management and inspection services for
the Azusa Sewer Lift Station Upgrade Phase II Site Improvement Project (the "Original
Agreement"); and
WHEREAS, the Original Agreement provides that Consultant's total compensation shall
not exceed Thirty Thousand Dollars ($30,000); and
WHEREAS, City desires to increase Consultant's maximum compensation to Ninety
Thousand Dollars ($90,000.00) to enable the Consultant to complete the Scope of Services.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 2.1 of the Original Agreement shall be amended to reflect that Consultant's
total compensation shall not exceed Ninety Thousand Dollars ($90,000.00).
Consultant shall be paid according to the fee schedule set forth in the Original
Agreement.
2. All terms not defined herein shall have the same meaning and use as set forth in
the Original Agreement.
3. All other terms, conditions, and provisions of the Original Agreement not in conflict
with this Amendment shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, City and Consultant have executed this Amendment as of the
date set forth above.
CITY OF WEST COVINA CONSULTANT
David Carmany Todd George
City Manager Chief Operating Officer
Infrastructure, West
ATTEST:
Lisa Sherrick
Assistant City Clerk
APPROVED AS TO FORM:
Thomas P. Duarte
City Attorney
ATTACHMENT NO. 4
RESOLUTION NO.2021-32
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, ADOPTING A
BUDGET AMENDMENT FOR THE FISCAL YEAR
COMMENCING JULY 1, 2020 AND ENDING JUNE 30,
2021
WHEREAS, the City Manager, on or about June 23, 2020, submitted to the City Council
a proposed budget for the appropriation and expenditure of funds for the City for West Covina for
Fiscal Year 2020-2 1; and
WHEREAS, following duly given notice and prior to budget adoption, the City Council
held public meetings, considered and evaluated all comments, and adopted a budget for the fiscal
year commencing July 1, 2020 and ending July 30, 2021; and
WHEREAS, amendments must periodically be made to the budget to conform to changed
circumstances following adoption of the budget; and
WHEREAS, due to changes in project design and construction management companies, a
budget amendment is necessary in connection with the Azusa Sewer Lift Station Upgrades Project.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA,
CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves Budget Amendment No. 041, attached
hereto as Exhibit A, related to Fiscal Year 2020-2 1.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall
enter the same in the book of original resolutions and it shall become effective immediately.
APPROVED AND ADOPTED this 20th day of April, 2021.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, ASSISTANT CITY CLERK of the City of West Covina, California,
do hereby certify that the foregoing Resolution No. 2021-32 as duly adopted by the City Council
of the City of West Covina at a regular meeting thereof held on the 20th day of April, 2021, by the
following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick
Assistant City Clerk
CITY OF WEST COVINA
BUDGET AMENDMENT
Exhibit A
BA # 41
Posted By:
Date Posted:
Date: 04/20/2021 Fiscal Year: 20-21
Requested by: Paulina Morales Amount: $2,345
Dept/Div: City Manager's Office Description: Increase CIP Budget
EXPEND/TURFS
Account Number
Dept/Account Description
Current Budget
Proposed
Amendment
Amended Budget
17022.189.7300
Upgrades2700 Azusa Sewer Lift
2,811,400.00
2,345.00
2,813,745.00
189.80.7007.7300
CIP Pro'ect - Sewer Utilities
2,811,400.00
2,345.00
2,813,745.00
4EVENUES
Proposed
Account Number Account Description Current Budget Amendment Amended Budge
REASON/JUSTIFICATION Please be specific)
Estimated costs for the Upgrades for 2700 Azusa Sewer Lift Station has increased by $2,345.
APPROVALS
City Council Approval Date (if required, attach minutes)
Dept Head Approval:
Date:
finance Director: Date:
unds Available? ❑ Yes ❑No
❑ Approval Not Required
ity Manager: Date:
over $100,000)
❑ Approved n Denied
3. The Parties, on behalf of themselves and on behalf of their respective parents,
subsidiaries, affiliates, partners, shareholders, members, directors, officers, employees, agents,
successors, assigns, attorneys and insurers, hereby release and discharge one another from any and
all actions, causes of action, suits, debts, charges, complaints, claims, liabilities, obligations,
judgments, damages, attorneys' fees, and expenses whatsoever, known or unknown, made or
unmade, asserted or unasserted, stated or unstated or that could have been stated, and of any kind
whatsoever arising from or in any way connected to the performance or nonperformance of the
Project Agreement.
II. NO PRIOR ASSIGNMENTS
The Parties represent and warrant that to the best of their knowledge as of the time of this
Settlement Agreement, that they are the appropriate party entitled to pursue or compromise any
claims, causes of action, interests in or rights relating to the Project and Project Agreement, and
that the foregoing have not been assigned, transferred, or hypothecated, whether voluntarily or
involuntarily, by subrogation, operation of law or otherwise, to any other person or entity. To the
extent permitted by law, the Parties agree to indemnify and hold harmless each other from and
against any and all claims based upon or arising out of any such non -disclosed assignment or
transfer or purported assignment or transfer of the any claim resolved or released through this
Settlement Agreement. NV5 agrees to indemnify and hold harmless the City from any claims for
payment made by NV5's subconsultants, suppliers, labor, or any other third party bringing a claim
against the City for work or services performed as part ofNV5's services on the Project.
III. ENFORCEMENT
The Parties hereby acknowledge, agree, and stipulate that each has the right to enforce any
provision of this Settlement Agreement by filing any appropriate action, proceeding, or motion, in
the court of appropriate jurisdiction in Los Angeles County, California. In the event any action or
proceeding is brought by any Party to enforce this Settlement Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees and costs, including expert witness fees, incurred in that
action or proceeding in addition to all other relief to which the prevailing party may be entitled.
IV. MISCELLANEOUS TERMS
A. Disputed Claim: This Settlement Agreement is the result of a compromise between
the Parties of disputed claims. This Settlement Agreement or any payment made pursuant to it
shall never, at any time or for any purpose, be considered an admission of liability and/or
responsibility on the part of any of the Parties, which is expressly denied by both Parties, and that
this Settlement Agreement is made solely for the purpose of compromise and settlement.
B. Fees and Costs: The Parties acknowledge and agree that except as specifically
stated otherwise herein, each of them, as between them, will bear their own costs, expenses, and
attorneys' fees arising out of and/or connected with this Settlement Agreement.
C. Compromise: This Settlement Agreement is the product of negotiation and
preparation by and among the Parties and their respective attorneys. Neither this Settlement
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Agreement nor any provisions thereof shall be deemed prepared or drafted by any one party or
another, or its attorneys, and shall not be construed more strongly against any party.
D. Governing Law: This Settlement Agreement shall be interpreted in accordance with
and governed by the laws of the State of California.
E. Benefits and Burdens: This Settlement Agreement shall inure to the benefit of, and
be binding on, the Parties to this Settlement Agreement and upon their heirs, successors and
assigns.
F. Execution of Settlement Agreement: This Settlement Agreement may be executed
in counterparts, and all such counterparts shall constitute an agreement which shall be binding
upon all Parties hereto, notwithstanding that all of Parties' designated representatives do not appear
on the same page. Copies of original signatures on the Settlement Agreement including, but not
limited to facsimile copies or digitally scanned copies, are treated as original signatures and have
the same binding effect. A signature transmitted by facsimile or a digitally scanned copy by e-
mail by any party hereto shall be deemed to be a valid original signature for all purposes under this
Settlement Agreement.
G. Cooperation: The Parties to this Settlement Agreement shall execute and deliver
any document which is reasonably necessary to achieve the goals and purposes of this Settlement
Agreement.
H. Admissibility of Settlement Agreement in Subsequent Action: In any action or
proceeding related to this Settlement Agreement, the Parties stipulate that a copy of this Settlement
Agreement may be admissible to the same extent as the original Settlement Agreement.
I. Integrated Settlement Agreement: Modification: This Settlement Agreement
constitutes the entire understanding among the Parties with regard to the matters set forth herein.
There are no representations, warranties, agreements, arrangements, undertakings, oral or written,
between or among the Parties hereto relating to the subject matter of this Settlement Agreement
which are not fully expressed herein. This Settlement Agreement is an integrated agreement. This
Settlement Agreement may be modified only by a written agreement executed by the Parties in
interest at the time of the modification.
J. Waiver of Breach of Settlement Agreement: No breach of any provision or
condition of this Settlement Agreement can be waived unless in writing. Waiver of any one breach
of any provision or condition hereof shall not be deemed to be a waiver of any other breach of the
same or other provisions or conditions contained herein.
K. Binding Settlement Agreement: The Parties hereto, and each of them, further
represent and declare that they have carefully read this Settlement Agreement and know the
contents thereof, and that they sign the same freely and voluntarily.
L. Advice of Counsel: The Parties acknowledge and represent that they have had the
benefit and advice of legal counsel in evaluating, finalizing, and executing this Settlement
Agreement.
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M. Aut on : Each Party represents and warrants that each of the Parties executing
this Settlement Agreement is empowered to do so and hereby binds the respective Party, and all
of its successors, assigns, principles, agents, employees, consultants, representatives, attorneys,
bonding companies and insurers to the terms hereunder.
N. Severabilily: If any provision or any part of any provision of this Settlement
Agreement shall for any reason be held to be invalid, unenforceable or contrary to public policy
or any law, then the remainder of this Settlement Agreement shall not be affected thereby and shall
remain in full force and effect but only if enforcement thereof does not prevent plaintiff from
obtaining all settlement monies referenced herein.
O. Survival of Representations: All representations, warranties, and other agreements
contained in this Settlement Agreement shall survive the execution and delivery of this Settlement
Agreement by all Parties hereto.
P. General Interpretation: Words herein denoting gender shall be deemed to refer to all
genders; words in the singular shall include the plural and vice versa, whenever appropriate; and
the word "person" shall include natural individuals and all other entities.
The language of this Settlement Agreement shall be construed as a whole, according to its
fair meaning and intent. No presumption or inference shall be drawn against the persons principally
responsible for the drafting of this Settlement Agreement or any specific portion of this Settlement
Agreement. It is acknowledged that all Parties have had an opportunity to consult with respective
attorneys concerning the terms and conditions of this Settlement Agreement, As a consequence,
this Settlement Agreement shall be deemed to have been drafted by all Parties to this Settlement
Agreement.
SIGNATURE PAGE FOLLOWS.
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THE UNDERSIGNED HAVE READ THE FOREGOING SETTLEMENT AGREEMENT,
FULLY UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS.
DATED: March 4, 2021
CIVILSOURCE, INC., AN NV5 COMPANY
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By:
101,
Name: Richard Tong
Its: Executive Vice President
DATED: 2021 CITY OF WEST COVINA
By:
David Carmany
City Manager
ATTEST:
Lisa Sherric
Assistant O Clerk
APPRO S TO FORM:
Thomas P. Duarte
City Attorney
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