HomeMy WebLinkAboutLSA ASSOCIATES, INC.INSURANCE ON FILE
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C1 •*�o •2023
CLERK O�1 O�)�NIL2022
DATE-
AGREEMENT WITH LSA ASSOCIATES, INC., TO PROVIDE ENVIRONMENTAL
PWAASSESSMENT SERVICES FOR THE CITY OF SANTA ANA
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njtt THIS AGREEMENT is made and entered into this 4th day of November, 2022 by and between
LSA Associates, hie., a California corporation ("Consultant'), and the City of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the
field of preparing environmental assessments for National Environmental Policy
Act purposes.
B. Consultant represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement the services that are described
in the Scope of Work, which is attached as Exhibit A and incorporated in full.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit A. The total sum
to be expended under the term of this Agreement, including any extension periods,
shall not exceed Twenty -Four Thousand, Nine Hundred Ninety Dollars and Zero
Cents ($24,990.00).
C. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
d. Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals and Scope of Work, which may reasonably be expected by
City.
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[cJONERY:I►l
This Agreement shall commence on the date first written above for a term of two (2) years,
unless terminated earlier in accordance with Section 17, below. The term of this Agreement may
be extended for up to one (1) additional one-year period upon a writing executed by the City
Manager and City Attorney.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 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 "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to
fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in
plans, specifications, studies, drawings, estimates, and other documents or works of authorship
fixed in any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all
subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for
any Documents & Data the subconsultant prepares under this Agreement. Consultant represents
and warrants that Consultant has the legal right to license any and all Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data which were
provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes intended by
this Agreement shall be at City's sole risk.
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7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance
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
$1,000,000 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 Consultant has no owned autos, hired, (Code 8)
and non -owned autos (Code 9), with a 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 Employer's 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
appropriate to the Consultant's profession, with limit no less than
$1,000,000 per occurrence or claim, $2,000,000 aggregate.
5. Broader Coverage: if the Consultant 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 Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
b. Other Insurance Provisions
1. 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 Consultant 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 Consultant's insurance (at least as
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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 2037 if a later edition is used).
2. Primary Coverage: For any claims related to this contract, the
Consultant'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, and employees. Any insurance or self- insurance
maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
3. Notice of Cancellation: Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to
the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver
of any right to subrogation that 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.
5. Self -Insured Retentions: Self -insured retentions of greater than
$50,000 must be declared to and approved by the 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.
6. Acceptability of Insurers: Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to
the City.
7. Claims Made Policies: If any of the required policies provide
coverage on a claims -made basis:
i. The Retroactive Date must be shown, and must be before the
date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion
of the contract of work.
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iii. If coverage is canceled or non -renewed, and not replaced
with another claims -made policy form with a Retroactive
Date prior to the contract effective date, the Consultant must
purchase "extended reporting" coverage for a minimum of
five (S) years after completion of work.
8. Verification of Coverage: Consultant shall furnish the City with
original Certificates of Insurance including all required amendatory
endorsements (or copies of the applicable policy language effecting
coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements
to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the
Consultant'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.
9. Subcontractors: Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify
these requirements, including limits, based on the nature of the risk,
prior experience, insurer, coverage, or other special circumstances.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant or its subconsultants, agents, employees, or other persons
acting on their behalf which relates to the services described in section 1 of this Agreement; and
(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
equitable relief is due by reason of the terms of or effects arising from this Agreement. This
indemnity and hold harmless agreement applies to claims for damages, just compensation,
restitution, judicial or equitable relief suffered, by reason of the events referred to in this Section
or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
agrees to indemnify, hold harmless, and pay all reasonable costs for the defense of the City,
including reasonable fees and costs for special counsel to be selected by the City, regarding any
action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal
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or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal proceeding.
Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including reasonable costs and
attorney's fees, for infringement of any United States' letters patent, trademark, or copyright
contained in the work product or documents provided by Consultant to the City pursuant to this
Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of
all work, data, documents, proceedings, and activities related to this Agreement for a period of
three (3) years from the date of final payment to Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
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or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Consultant. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right,
or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or
not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. hi such event, Consultant shall be entitled to receive and the City shall pay
Consultant compensation for all services performed by Consultant prior to receipt of
such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement, and for which failure has not been cured
within seven (7) days after receipt of written notice of such failure.
18. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
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information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
19. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately
and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers,
and exemptions. Said inability shall be cause for termination of this Agreement.
[remainder of this page intentionally left blank]
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21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
C. Force Majeure. Neither party shall be deemed to be in default on account of any
delays or failure to perform its obligations under this Agreement , which results
directly from an act of God, accident, riots, war, terrorist act, epidemic, pandemic,
quarantine, civil commotion, breakdown of communication facilities, breakdown
of web host, breakdown of intemet service provider, erroneous data provided to
consultant, natural catastrophes, governmental acts or omissions, changes in laws
or regulations, national strikes, fire, explosion, generalized lack of availability of
raw materials or energy.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney
RECOMMENDED FOR APPROVAL
//54-Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
�;e lA �
Kristine Ridge
City Manager
CONSULTANT
-.i,auAn L,?Tb-
Anthony-Petros
President
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EXHIBIT A
FEE PROPOSAL
LSA Project #: WKE1702 Date: September 30, 2022
Project Name: Fairview Bridge Replacement and Street Improvements (9th Street to 16th Street)
Description of Services
LSA understands that the US Army Corps of Engineers (USACE) is requiring the preparation of an
Environmental Assessment (EA) pursuant to National Environmental Policy Act (NEPA) in order for
the USACE to issue a Section 408 permit and Section 404 authorization under the Clean Water Act
(CWA).
The EA will be prepared consistent with USACE guidelines for submittal with the 408 and 404 Permit
applications for use by the Corps to comply with NEPA. Information developed as part of the
approved IS/MND will be utilized to prepare the EA. Additional documentation developed pursuant
to Section 106 and information developed for the 404 Permit would also be utilized. LSA will revise
the EA in response to one round of comments from the USACE. This scope and budget assumes that
the USACE will finalize the EA and publish a public notice soliciting comments on the Draft EA. LSA
will revise the EA in response to one round of comments from the USACE. The USACE will evaluate
comments received on the EA and will issue the Final EA and Finding of No Significant Impact
(FONSI).
LSA will coordinate with Caltrans District 12 Environmental staff to prepare an exempt property
memorandum for the project to describe why Bridge 55CO513 is exempt from evaluation pursuant
to the January 2014 First Amended Programmatic Agreement Among the Federal Highway
Administration, the Advisory Council on Historic Preservation, the California State Historic
Preservation Officer, and the California Department of Transportation Regarding Compliance with
Section 106 of the National Historic Preservation Act, as it Pertains to the Administration of the
Federal -Aid Highway Program in California (PA). This task assumes no more than 8 hours of
coordination time for an LSA Cultural Resources Specialist.
Budget
LSA will perform the Description of Services above on an hourly basis in accordance with our existing
Contract with W KE for this project. We estimate that a budget of $24,990 will be sufficient to
complete the Description of Services; this includes all expenses and indirect charges. The budget will
not be exceeded without your approval.
If you agree with these terms, please provide written authorization below and return a copy to me.
Please contact me at cara.carlucci@lsa.net or (559) 490-1214 if you have any questions.
THE ABOVE STATED TERMS ARE HEREBY ACCEPTED AND AUTHORIZED.
CONSULTANT:
LSA Associates, Inc.
Company
Authorized Signature
Name
Title
Date
CLIENT:
Company
Authorized Signature
Name
Title
Date
Ly, Mindy
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Monday, November 14, 2022 9:38 AM
To: Cara.Carlucci@lsa.net; Kathryn.Black@lsa.net; La-tsu@lockton.com; Ly, Mindy
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE .AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor LSA Associates Inc.
Name:
Project TBD (05)
Number:
Project Agreement With LSA Associates, Inc., To Provide Environmental
Name: Assessment Services For The City Of Santa Ana
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME
NUMBER DATE
AUTOMOBILE LIABILITY
7015505617
09/30/2023
10/11/2022
COI LSA Exp
9-30-23.pdf
CONTRACTORS POLLUTION
PPK2471137
09/30/2023
10/11/2022
COI_LSA Exp
&PROFESSIONAL LIAB.
9-30-23.pdf
GENERAL LIABILITY
7015505648
09/30/2023
10/11/2022
COI LSA Exp
9-30-23.pdf
WORKERS COMPENSATION AND
7015505469AOS
09/30/2023
10/11/2022
COI LSA Exp
EMPLOYERS' LIABILITY
9-30-23.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
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