Loading...
HomeMy WebLinkAboutItem 20 - Agreements with Butier Engineering, Inc., Z&K Consultants, Inc., Berg & Associates, Inc., Psomas, Willdan Engineering, and EEC EnvironmentalPublic Works Agency www.santa-ana.org/pw Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 20, 2025 TOPIC: Agreements for On -Call Construction Management and Inspection Services AGENDA TITLE Agreements with Butier Engineering, Inc., Z&K Consultants, Inc., Berg & Associates, Inc., Psomas, Willdan Engineering, and EEC Environmental for On -Call Construction Management and Inspection Services (No. 25-011) (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Butier Engineering, Inc., Z&K Consultants, Inc., Berg & Associates, Inc., Psomas, Willdan Engineering, and EEC Environmental for on -call construction management services and inspection services, for a shared aggregate amount not to exceed $1,500,000, for a term beginning May 21, 2025 and expiring May 20, 2028, with provisions for two one-year extensions (Core Agreement No. A-2025-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Public Works Agency's (PWA) Water Resources Division oversees and maintains the daily operations of the City's water and sanitary systems. The water system is comprised of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to the Metropolitan Water District. Several projects overseen by the Water Resource Divsion require on -call construction management services. These projects include the SA7 MET connection, Well-29 rehabilitation, Well-32 relocation, and drilling of the new Washington Well. On January 14, 2025, the Water Division released a Request for Proposals (RFP) by which it sought the services of qualified consulting firms to provide on -call construction management and inspection services. The chosen consultants will supplement City staff by providing professional construction management and inspection services for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects related to water, sewer, and recycled water systems, and other projects related to the Water Resources' project schedule and operations. The RFP was advertised on the City's online bid management and publication system (PlanetBids), and proposals were received electronically via PlanetBids on February 3, 2025. On -Call Construction Management and Inspection Services May 20, 2025 Page 2 The following table summarizes the participation of firms for RFP 25-011: 1480 Vendors notified 6 Santa Ana vendors notified 74 Vendors downloaded the RFP Packet 14 Proposals received 1 Proposal received from Santa Ana Vendor Proposals were solicited, opened on March 7, 2025, and evaluated. Fourteen proposals were submitted by the RFP deadline and all were determined to be responsive to the specifications and met the City's requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP, and the following summarizes the top six responding firms and their rankings: Firm City Rank Butier Engineering, Inc. Tustin, CA 1 Z&K Consultants, Inc. Riverside, CA 2 Berg & Associates, Inc. San Pedro, CA 3 Psomas Santa Ana, CA 4 Willdan Engineering Anaheim, CA 5 EEC Environmental Orange, CA 6 Each of the proposals demonstrated the firms have the necessary capacity and expertise to complete the required services. Therefore, staff recommends awarding agreements to Butier Engineering Inc., Z&K Consultants, Berg & Associates Inc., Psomas, Willdan Engineering, and EEC Environmental (Exhibits 1-6), to ensure sufficient resources are available to meet the needs of the Water Division. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT City staff will schedule the requested services upon issuance of a Notice to Proceed. However, the consultants will not be assigned tasks until July 1, 2025. As a result, no expenses will be incurred during FY 2024-25. Funds in the annual amount of $300,000 will be included in proposed budgets for future years as follows: Accounting Fund Budget Fiscal Unit -Account Description Accounting Unit, available / Year # Account Description Projected Water Admin & 2025-26 06017645- Water Engineering, Contract $300,000 62300 Services -Professional On -Call Construction Management and Inspection Services May 20, 2025 Page 3 Accounting Fund Budget Fiscal Unit -Account Description Accounting Unit, Available / Year # Account Description Projected Water Admin & 2026-27 06017645- Water Engineering, Contract $300,000 62300 Services -Professional Water Admin & 2027-28 06017645- Water Engineering, Contract $300,000 62300 Services -Professional Water Admin & 2028 29 06017645- Water Engineering, Contract $300,000 62300 Services -Professional Water Admin & 2029-30 06017645- Water Engineering, Contract $300,000 62300 Services -Professional Total: $1,500,000 EXHIBIT(S) 1. Agreement with Butier Engineering Inc 2. Agreement with Z&K Consultants 3. Agreement with Berg & Associates Inc 4. Agreement with Psomas 5. Agreement with Willdan Engineering 6. Agreement with EEC Environmental Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Alvaro Nunez, City Manager AGREEMENT WITH BUTIER ENGINEERING, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 20th day of May, 2025 by and between Butier Engineering, Inc., 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. 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 On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected Page 1 of 9 under RFP 25-01 l shall not exceed the shared aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. ■ 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. Page 3 of 9 ■ For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VIi, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) Page 4 of 9 from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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 Page 5 of 9 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 6 of 9 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 7 of 9 To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Butier Engineering, Inc. Attn: Mark Butier, Jr., CEO 17822 E. 17th Street, Suite 404 Tustin, California 92780 Fax: (714) 832-721 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time flames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH BUTIER ENGINEERING, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nufiez City Clerk City Manager APPROVED AS TO FORM: CONSULTANT SONIA R. CARVALHO City Attorney B- L Jonathan T. Martinez4V Assistant City Attorney Title: rr RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Saba Nabil Saba Date: 2025.05.05 16:46:32-07'00' Nabil Saba, P.E. Executive Director Public Works Agency G Page 9 of 9 EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Back-ground The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) ■ Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use ofPROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight ■ Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Proiect Management. Eauinment/5upoiies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Furnish scope of work and provide general direction as needed for the assigned project All plan check coordination within the City Agencies Provide as -built records and project information A CITY OF SANTA ANA ■ Advertise, award, and administer of contract ■ Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed • Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this docurnents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). her Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at littp: //www-cl ir.ca .cloy. d isr/stati stics_research . htm I. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 5. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (9) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable 1 7822 E. I"" Street Suite 404 Tustin, CA 92780 Tel (714) 832-7222 Fax (714) 832-721 1 February 3, 2025 Mr. Jose Medina, PE City of Santa Ana — Public Works Agency 220 South Daisy Avenue, M-85 Santa Ana, CA 92703 Subject: Water Resources Construction Management and Inspection Services: RFP No. 25-011 Dear Mr. Medina: The Butier Team is pleased to submit one (1) hard copy in a separately sealed envelope and electronic submittal of our fee proposal on PlanetBids for the above - referenced project. Our submittal fully responds to the RFP issued on January 14, 2025 and Addendums No. 1 and No. 2. Our proposal will be valid for a minimum of 180 days following the proposal deadline. CLARIFICATIONS: Rates for the Construction Management Team Vehicles, computers, computer software, printers, cell phone service, broadband service, office supplies, technical reference materials, and personal protective equipment (PPE) including hard hats, safety boots, work gloves, safety glasses, and other PPE as required shall be billed at the attached rates per labor hour charged to the project. Excluded from Rates Trailer rental costs, installation of utilities, cost of utilities, cost of sanitary services, broadband / high-speed connections, janitorial, and furniture. Field Office We have assumed the Contractor and/or City of Santa Ana will provide the necessary office space to house the field CM team. We look forward to continuing our working relationship with the City on this important procurement. If you have any questions regarding the attached proposal, please contact me at (714) 832-7222 or jrbutier@butier.com. Sincerely, BUTTER Engineering, Inc. Construction Managers, Cons r)6 Engineers Mark M. Butier, Jr. President/CFO BUTIERpRif fJPQbI0�r1a Water Resources Construction Management and Inspection Services RFP No. 25-011 Project Director Senior Construction Manager Resident Engineer Senior Scheduler Senior Estimator Field Engineer/Contract Administrator Lead Inspector QA/QC Observation Civil Inspector QA/QC Mechanical Inspector QA/QC Electrical Inspector QA/QC Field Technical Support Project Coordinator Senior Electrical Engineer Technical Support -Claims Document Controls Engineer Start Up Engineer Fabrication Engineer Field Specialty Inspector (In -Plant) Office Technical $l pport BUTI ER Construction rMariagers, Consulting Engineers Butler $ 276.36 Butler $ 253.80 Butler $ 239.70 Butler $ 253.80 Butler $ 225.60 Butler $ 191.76 Butler $ 188.94 $ 33.50 $ Butler $ 183.30 $ 32.50 $ Butler $ 183.30 $ 32.50 $ Butler $ 203.04 $ 36.00 $ Butler $ 146.64 $ 26.00 $ Butler $ 126.90 $ 22.50 $ Butler $ 276.36 Butler $ 259.44 Butler $ 197.40 Butler $ 210.00 Butler $ 195.00 Butler $ 175.00 Principal Engineer $ 280.00 Senior Engineer $ 240.00 Engineer 1 S 190.00 CADD Designer 5 146.00 Administralive $ 90.00 Votes: Butler Engineering, Inc. 1. Prior to execution of a Task order, personnel will be identified by labor category. Categories may be added to meet City demands. 2. Invoices will be billed monthly 3. Invoices will be submitted based on the task order defined by City of Santa Ana Water Resources Department 4. Terms are net 30 days following receipt and acceptance of invoice 222.44 215.80 215.80 239.04 172.64 149.40 AGREEMENT WITH Z&K CONSULTANTS, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 201h day of May, 2025 by and between Z&K Consultants, Inc., 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Page 1 of 9 Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 9 the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. Page 3 of 9 • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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) Page 5 of 9 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 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(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Z&K Consultants, Inc. Attn: Crystal Fraire, President 17130 Van Buren Blvd., Suite 122 Riverside, California 92504 Email: cfraire@zandkconsultants.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH Z&K CONSULTANTS, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: nathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by NabSaba Nabil Saba Da ell2 25.05.05 16:47:29-07'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT C � r'µyz By: Crystal Fraire Title: President Page 9 of 9 EXHIBIT A SCOPE OF SERVICES (2) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Background The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) • Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements (2) CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use of PROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight • Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Project Management, Equipment/Supplies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City Agencies • Provide as -built records and project information (2) CITY OF SANTA ANA • Advertise, award, and administer of contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at httD://www.dir.ca.aov.dlsr/statistics research.html. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (2) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable COST PROPOSAL CONSULTANTS BUILDING SOLUTIONS CONSULTANTS BUILDING SOLUTIONS OVERTIME RATE OVERTIME OVERTIME RATE STAFF REGULAR TIME RATE' (MON-FRI)2 RATE (SAT)' (SUN/HOLIDAY) Principal.................................................................................... $242.00 - - - Senior Construction Manager ...................................................... $240.00 - - - QA/QC Manager......................................................................... $195.00 - - - Senior Program Manager............................................................. $212.00 - - - Program Manager....................................................................... $206.00 - - - Senior Project Manager............................................................... $186.00 - - - Project Manager......................................................................... $180.00 - - - Assistant Project Manager.......................................................... $142.00 - - - Resident Engineer...................................................................... $220.00 - - - Assistant Resident Engineer........................................................ $197.00 - - - Construction Manager................................................................ $178.00 - - - Assistant Construction Manager ................................................. $159.00 - - - Labor Compliance...................................................................... $146.00 - - - Project Manager/Office Engineer ................................................. $147.00 - - - SWPPP Practitioner.................................................................... $177.00 - - - Senior Landscape Architect........................................................ $189.00 - - - PE Licensed Inspector (Prevailing and Non -Prevailing Wage)........ $202.00 ........... $282.00 ..... $282.00 ............ $376.00 PE Licensed Inspector (Special Shift)3,4,5..................................... $208.00 ............ $297.00 ..... $297.00 ............ $396.00 Senior Construction Inspector (Prevailing Wage)3,5 ..................... $198.00 ............ $243.00 ..... $243.00 ............ $324.00 Senior Construction Inspector (Special Shift)3,4,5 ........................ $208.00 ............ $279.00 ..... $279.00 ............ $372.50 Accessibility Expert/CASp Inspector ............................................ $208.00 ............ $312.00 ..... $312.00 ............ $416.00 DSA/OSHPD Inspector of Record ................................................ $202.00 ............ $303.00 ..... $303.00 ............ $402.00 Deputy Inspection (Prevailing Wage)3,5........................................ $189.00 ............ $283.50 ..... $283.50 ............ $378.00 Public Works Inspector (Non -Prevailing Wage) 5........................... $172.00 ............ $258.00 ..... $258.00 ............ $344.00 NOTES &ASSUMPTIONS Positions are subject to overtime rates billed at 1.5 times the regular rate for all time over eight (8) hours in a single day or work performed on Saturdays. Double time rates apply for work performed on Sundays and holidays. The hourly rates include wages, fringe benefits, and general and administrative overhead and fee, as well as typical supplies, tools, and equipment required to perform services. Construction management software is not included in the base rate. 1. The listed rate applies to the first four hours of overtime during the week and/or the first eight hours of overtime on Saturdays. All overtime beyond four hours during the week or eight hours on Saturdays is billed at the Sunday/holiday rate. 2. Prevailing Wage Rates are subject to increases per the State of California's Department of Industrial Relations Wage Rate Determinations. Z&K's billing rates will increase in line with the DIR increase, plus overhead and profit. The current rates are based on Determination SD-23-63-3-2023-2D, issued on 812212023. 3. A Special Shift is defined as any shift starting after 5:00 PM and before 6:00 AM. 4. Minimum callout requirements for inspection staff are in line with Industrial Welfare Commission Order #16-2001: o Cancellation of 8 hours scheduled inspection after inspector's arrival on site: 4-hour minimum. o Cancellation of 4 hours scheduled inspection after inspector's arrival on site: 2-hour minimum. 5. For contracts involving public works inspection services, Z&K requires the awarding public agency to complete DIR form PWC-100 forZ&K as the prime contractor, specific to the awarded contract name and amount. A half-hour per week, per inspector, will be billed for labor compliance on all Prevailing Wage inspection assignments. Overall Notes: • Reimbursable Expenses (Other Direct Costs): Ordinary identifiable non -salary costs directly attributable to the project (e.g., regular commuter travel costs, standard equipment tools, and software) are included in the estimated fee. Extraordinary expenses (such as oversized and/or color reproduction costs, vehicle identification decals, site facility hard phone lines or internet service, non -commuter project mileage, remote travel over 50 miles one-way, overnight postage%ouriers, etc.) will be billed at actual cost plus 15% for overhead and administration. Travel costs to casting/fabrication yards or batch plants will include the hourly billing rate plus travel expenses as listed in the Caltrans Travel Guide (State rates). Mileage is billed at the current IRS rate ($0.655/mile). An allowance for extraordinary charges is included as Other Direct Costs (ODC) in the fee table. Extraordinary charges beyond the estimated ODC allowance will not be billed unless specifically included in the contract or pre -approved by the Client in writing. • Fees for Subconsultant Services: Billed at actual cost plus 15% to cover overhead and administration. • Web -Based Contract Administration: Selected/specified cloud -based service billed at cost plus 15%. • Escalation: Unless specified otherwise (such as for prevailing wage personnel), all billing rates are subject to annual review for Consumer Price Index escalation or 3%, whichever is greater. 17130 Van Buren Blvd, Suite 122 1 Riverside, CA 92504 1951.310.7470 1 www.zandkconsultants.com AGREEMENT WITH BERG & ASSOCIATES, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 20th day of May, 2025 by and between Berg & Associates, Inc., 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected Page 1 of 9 under REP 25-011 shall not exceed the shared aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. Page 3 of 9 • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) Page 4 of 9 from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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 Page 5 of 9 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 6 of 9 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 7 of 9 To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Berg & Associates, Inc. Attn: Alicia Berg, VP 302 W. 5th St., Suite 210 San Pedro, California 90731 Fax: 310-548-9195 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH BERG & ASSOCIATES, INC. TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B• onathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: h Digitally signed by Saba N a b i I S aba Da el 12025.05.05 16:48:17-07'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT �VU�3' r BY: Alicia M. Berg Title: Vice President Page 9 of 9 EXHIBIT A SCOPE OF SERVICES #2010327v1 (2) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Background The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) • Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements (2) CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use of PROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight • Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Project Management, Equipment/Supplies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City Agencies • Provide as -built records and project information (2) CITY OF SANTA ANA • Advertise, award, and administer of contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at httD://www.dir.ca.aov.dlsr/statistics research.html. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (2) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable #2010327vl Berg & Associates Inc. Your Bridge to a Better Project February 3, 2025 ATTN: Jose Medina, P.E. City of Santa Ana — Public Works Agency 220 S. Daisy Ave., M-85 Santa Ana, CA 92703 SUBJECT: Fee Proposal Submission for Water Resources Construction Management & Inspection Services (RFP No. 25-011) Proposer: Berg & Associates, Inc. Dear Mr. Medina, Please find attached our cost proposal for the City of Santa Ana's Request for Proposal (RFP) for Water Resources Construction Management and Inspection Services RFP No. 25-011. Our submission includes a detailed fee schedule in alignment with the scope and requirements outlined in the RFP. Our proposal reflects Berg & Associates, Inc.'s commitment to delivering exceptional project management and inspection services. We aim to ensure that this critical infrastructure project is executed efficiently, safely, and within the prescribed budget and schedule. As always, we remain flexible and open to negotiations to best align our services with the City's goals and project priorities. We have included the CWA requirements in our rates. Should you have any questions or require further clarification, please do not hesitate to contact me directly at (310) 548-9292, (310) 292-9993, or via email at alicia@bergcm.com. We look forward to the opportunity to partner with the City of Santa Ana on this essential community project. Sincerely, Alicia M. Berg Vice President Berg & Associates, Inc. 302 W. 5th Street • Suite 210 • San Pedro, CA 90731 • (310) 548-9292 • (310) 548-9195 fax Firm: Berg & Associates, Inc. �Berg &Associates Inc. Feb 3, 2025 Y..' Bridget.. ow , - PRICING PROPOSAL Hourly Rate Schedule City of Santa Ana Water Resources On -Call Construction Management & Inspection Services Feb 3, 2025 - Feb 3, 2027 Berg &Associates, Inc Feb 3, 2025 - Feb 3, 2026 Feb 3 2026 - Feb 3, 2027 Feb 3, 2027 - Feb 3, 2028 Project Manager $ 245.08 $ 252.43 $ 260.00 Senior Construction Manager $ 207.78 $ 214.02 $ 220.44 Scheduler $ 184.25 $ 189.78 $ 195.47 Construction Manager $ 176.89 $ 182.20 $ 187.66 Office Engineer $ 167.61 $ 172.64 $ 177.81 Civil Inspector* $ 153.07 $ 157.66 $ 162.39 Contract Administrator $ 150.49 $ 155.00 $ 159.65 Public Outreach Manager $ 139.15 $ 143.32 $ 147.62 Public Outreach Assistant $ 113.85 $ 117.27 $ 120.78 Jr. Office Engineer, $ 101.20 $ 104.24 $ 107.36 Document Control 1 $ 88.55 $ 91.21 $ 93.94 ExpenseReimbursable Mark-up on Subconsultant 5% /invoice Printing Large Scale plans (24x36) $ 5.00 /sheet Vehicles $ 5.75 /hour Office supplies/consumbales at cost /item NOTES: An audited overhead of 130% and a fee of 10% is used to calcualted fully -burdened rates. Berg Rates are subject to 3% Cost of Living increase each year. *Inspector rates are subject to increases based on DIR requirements. Rate does not include overtime, weekend, or night shift. AGREEMENT WITH PSOMAS TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 201h day of May, 2025 by and between PSOMAS, 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Page 1 of 9 Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 9 the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. Page 3 of 9 • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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) Page 5 of 9 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 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(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: PSOMAS Attn: Brett Barnett, PE 5 Hutton Centre Drive, Suite 300 Santa Ana, CA 92707 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH PSOMAS TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ABnathan T. Martine Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by il N a b i l Saba Dattel 2 25.05.05 16:48:51-07'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT &-W By: Brett Barnett, PE, CCM Title: Vice President Page 9 of 9 EXHIBIT A SCOPE OF SERVICES (2) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Background The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) • Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements (2) CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use of PROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight • Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Project Management, Equipment/Supplies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City Agencies • Provide as -built records and project information (2) CITY OF SANTA ANA • Advertise, award, and administer of contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at httD://www.dir.ca.aov.dlsr/statistics research.html. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (2) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Water Resources Construction Management and Inspection Services Cost Proposal CITY OF 5ANTA ANA 1 `teOR r® 1��\\��\' r � Cost Proposal for RFP No. 25-017102.03.25 P S 0 M A S STANDARD HOURLY RATE SCHEDULE Construction Management Services City of Santa Ana, Water Resources - Construction Management and Inspection Services 2025 - 2027 Rates Overtime Overtime Classification Straight Ti me Hourly Rate Hourly Rate Hourly Rate (8-12 hours) (Over Supervising Project Manager/Principal $350 $350 $350 Senior Project Manager 2 $290 $290 $290 Senior Project Manager 1 $290 $290 $290 Project Manager $265 $265 $265 Senior Resident Engineer $260 $260 $260 Resident Engineer III $235 $235 $235 Resident Engineer II $210 $210 $210 Resident Engineer 1 $190 $190 $190 Senior Structures Representative $260 $260 $260 Structures Representative III $235 $235 $235 Structures Representative II $210 $210 $210 Structures Representative 1 $190 $190 $190 Senior Construction Manager $225 $225 $225 Construction Manager II $205 $205 $205 Construction Manager 1 $185 $185 $185 Scheduler $175 $263 $350 Senior Inspector $230 $345 $460 Inspector111 $220 $330 $440 Inspector11 $210 $315 $420 Senior Office Engineer $195 $293 $390 Office Engineer 3 $165 $248 $330 Office Engineer 2 $132 $203 $270 Office Engineer 1 $100 $150 $200 Labor Compliance $135 $203 $270 Administrative Support $115 $173 P S $230 0 M A 455> ON STC RVICFS 1 /29/25 Reference: Fee Schedule City of Santa Ana-RFP No. 25-011 Water Resources Construction Management and Inspection Services In response to your request, we have assembled the following information concerning the provision of Quality Assurance Services associated with the above referenced project for your review. As we discussed, On -Site Technical Services Inc. provides highly trained professionals strategically positioned throughout the United States. This allows us to staff most inspections with minimal travel expenses by using local inspectors. ON -SITE can support the following scope: — Construction Observation/Inspection Services — Testing and Start up Services It is our understanding that our scope of work will be to provide Quality Assurance Services associated with construction inspection support for this project. Domestic Assignments: The RFP has identified that the inspection activities at City project sites and offsite locations will fall under prevailing wage requirements. We have based our estimate on the current Prevailing Wage rates, taken from California State, Director of Industrial Relations web site for prevailing wage determinations. The classification that most closely relates to our duties is "Building Construction Inspector" for Commercial Building, Highway, Heavy Construction, and Dredging projects, Determination SC-23-2-2006-D1. Domestic Inspection assignments: We have based our fee proposal with the understanding that Prevailing wage will be applicable to the services provided at jobsite and off -site locations. The following table reflects our fees: Classification (prevailing wage) ST rate OT Rate DT Rate Mileage Travel Time Billable Construction inspector /welding mechanical/NACE $170.00 $195.00 $230.00 IRS Yes Start Up & Commissioning Engineer $215.00 N/A N/A IRS Yes Vehicle Costs If an assignment at a job site requires a vehicle to travel from the job site trailer / office and the construction site the cost will be $1200 per month including gas and insurance. Delivering Worldwide Inspection Solutions 12842 Valley View, Suite 108 Garden Grove CA. 92845 714.903.3990 OWSME 1 t=UHNkti AL SERVICES Note: 1. These fees detailed above apply to work in the continental United States only. The following services are considered billable: specification and submittal review, job preparation, travel and reporting time. Assignments for overseas work will be quoted on a case -by -case basis. 2. For construction inspection assignments, the above fees do not include required office supplies, cell phones and computers for construction site assignments. It is assumed that the inspector will have access to a computer at the project site and any related office supplies be provided by the project team. 3. The above prevailing wage fees are subject to annual increases in compliance with the increases required by the California State Director of Industrial Relations. Non -Prevailing wage fees are subject to a 4% annual increase. International inspection rates are subject to annual increases of 5%. 4. The above fabrication engineer is understood to cover the following services: supporting our customers, solving manufacturing problems, preinspection meetings, technical related research and meetings, and other client required visits to the manufacturer. 5. Premium rates are in effect for services in excess of 8 hours in any one day, including travel and reporting time, and for all time incurred on Saturdays, Sundays and ON -SITE Holidays. Double time will be in effect for all hours in excess of 12 hours on any weekday and in excess of 8 hours onany Sunday. 6. Per Diem and travel related costs (time and expenses) Outside of Southern California have not been included in our fee structure and are considered billable. When inspection assignments are identified, we will do our best to staff the required location with a locally based inspector. Once the closest qualified inspector has been identified, their resume will be submitted to the project team for approval. Once the inspector has been approved the Travel Time, and expenses will be estimated. Per Diem costs (if required) will be based on reasonable living expenses for the region the fabricator is located. The actual mileage will be charged at the current IRS rate of $ 0.67 per mile. 7. Out-of-pocket expenses are charged at cost. Office costs including postage, phone, courier services, and copies will be charges at cost. Copies, faxes and digital photos will be charges at ON-SITE's prevailing rates. Travel related expenses are billed at cost. Delivering Worldwide Inspection Solutions 12842 Valley View, Suite 108 Garden Grove CA. 92845 714.903.3990 P S O M A S 5 Hutton Centre Drive Suite 300 Santa Ana, CA 92707 714.757.7373 www.Psomas.com EXHIBIT 5 AGREEMENT WITH WILLDAN ENGINEERING TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 201h day of May, 2025 by and between Willdan Engineering, 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Page 1 of 9 Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 9 the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. Page 3 of 9 • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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) Page 5 of 9 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 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(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Willdan Engineering Attn: Chris Baca, RCI 2401 East Katella Ave., Suite 300 Anaheim, California 92806 Fax: 714-940-4920 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH WILLDAN ENGINEERING TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B onathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by NabSaba N a b i I Saba Da el: 2 25.05.07 09:21:52-07'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT By: Title: Page 9 of 9 EXHIBIT A SCOPE OF SERVICES (2) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Background The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) • Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements (2) CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use of PROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight • Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Project Management, Equipment/Supplies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City Agencies • Provide as -built records and project information (2) CITY OF SANTA ANA • Advertise, award, and administer of contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at httD://www.dir.ca.aov.dlsr/statistics research.html. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (2) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable WILLDAN ENGINEERING W"WI LLDAN Schedule of Hourly Rates Effective July 1, 2024 to June 30, 2025 DESIGN ENGINEERING BUILDING AND SAFETY CONSTRUCTION Technical Aide 1 $81 Code Enforcement Technician $106 Labor Compliance Specialist $146 Technical Aide II $103 Code Enforcement Officer $121 Labor Compliance Manager $183 Technical Aide III $120 Senior Code Enforcement Officer $143 Utility Coordinator $167 CAD Operator 1 $128 Supervisor Code Enforcement $173 Office Engineer 1 $147 CAD Operator 11 $148 Fire Plans Examiner $173 Office Engineer 11 $167 CAD Operator 111 $165 Senior Fire Plans Examiner $189 Assistant Construction Manager $160 GIS Analyst 1 $168 Fire Inspector $159 Construction Manager $185 GIS Analyst II $184 Senior Fire Inspector $173 $201 GIS Analyst 111 $191 Fire Marshal $204 Senior Construction Manager Environmental Analyst 1 $144 Plans Examiner Aide $114 Resident Engineer 1 $208 Environmental Analyst 11 $161 Plans Examiner $173 Resident Engineer 11 $216 Environmental Analyst 111 $171 Senior Plans Examiner $189 Project Manager IV $234 Environmental Specialist $185 Assistant Construction Permit $121 Deputy Director $243 Designer 1 $173 Specialist Director $249 Designer II $179 Construction Permit Specialist $128 INSPECTION SERVICES Senior Designer 1 $188 Senior Construction Permit Specialist $150 Works Observer " $131 sPublic Senior Designer II Senior $197 Supervising Construction Permit $159 Public Works Observer * $159 Manager Design9 $19 Specialist Senior Public Works Observer— $143 Senior Design Manager $206 Assistant Building Inspector $143 Senior Public Works Observer *** $159 Project Manager I 1 9 $186 Building Inspector $159 Project Manager 11 $207 Senior Building Inspector $173 MAPPING $147 Project Manager 111 $217 Supervising Building Inspector $189 Survey Analyst I Project Manager IV $234 Inspector of Record $202 Survey Analyst II $1 69 Principal Project Manager $238 Deputy Building Official $205 Senior Survey Analyst $187 Program Manager 1 $197 Building Official $210 Supervisor - Survey & Mapping $203 Program Manager 11 $209 Plan Check Engineer $205 Principal Project Manager $238 Program Manager 111 $228 Supervising Plan Check Engineer $215 LANDSCAPE ARCHITECTURE Assistant Engineer 1 $141 Principal Project Manager $238 Assistant Landscape Architect $153 Assistant Engineer 11 $157 Deputy Director $243 Associate Landscape Architect $176 Assistant Engineer 111 $166 Director $249 Senior Landscape Architect 1 $ 93 Assistant Engineer IV $175 - Principal Landscape Architect $204 Associate Engineer I 9 $175 CDBG Technician $86 Principal Project Manager $238 Associate Engineer 11 $192 CDBG Specialists $103 Associate Engineer 111 $196 CDBG Analyst $122 ADMINISTRATIVE Engineer I $199 CDBG Coordinator $152 Administrative Assistant I $99Senior Senior Engineer II $204 CDBG Manager $183 Administrative Assistant II $120 Senior Engineer 111 $207 Housing Program Coordinator $151 Administrative Assistant III $1 40 Senior Engineer IV $211 Planning Technician $130 Project Accountant I $112 Supervising Engineer $219 Assistant Planner $162 Project Accountant 11 $132 Traffic Engineer 1 $219 Associate Planner $176 Project Controller 1 $140 Traffic Engineer 11 $234 Senior Planner $200 Project Controller 11 $158 City Engineer 1 $234 Principal Planner $208 City Engineer 11 $238 Planning Manager $221 Deputy Director $243 Deputy Director $243 Director $249 Director $249 Principal Engineer $270 ** For Non -Prevailing Wage Project *** For Prevailing Wage Project Mileage/Field Vehicle usage will be charged at the rate in accordance with the current FTR mileage reimbursement rate, subject to negotiation Additional billing classifications may be added to the above listing during the year as new positions are created. Consultation in connection with litigation and court appearances will be quoted separately. The above schedule is for straight time. Overtime will be charged at 1.5 times, and Sundays and holidays, 2.0 times the standard rates. Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus fifteen percent (15%). A sub consultant management fee of fifteen percent (15%) will be added to the direct cost of all sub consultant services to provide for the cost of administration, consultation, and coordination. Valid July 1, 2024 thru June 30, 2025, thereafter, the rates may be raised once per year to the value between the 12-month % change of the Consumer Price Index for the Los Angeles/Orange County/Sacramento/San Francisco/San Jose area and five percent. For prevailing wage classifications, the increase will be per the prevailing wage increase set by the California Department of Industrial Relations. Rev V01 05.22.2024 AGREEMENT WITH EEC ENVIRONMENTAL TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 20th day of May, 2025 by and between EEC Environmental, 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. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-011, by which it sought Consultants to provide on -call water resources construction management and inspection services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Page 1 of 9 Hundred Thousand Dollars ($1,500,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 9 the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. Page 3 of 9 • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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) Page 5 of 9 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 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(s) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: EEC Environmental Attn: Jim Kolk, Principal 1 City Blvd. West, Suite 1800 Orange, California 92868 Fax: (714) 667-2310 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH EEC ENVIRONMENTAL TO PROVIDE ON -CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: nathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by NabSaba NabiI Saba Da el:2 25.05.05 16:49:25-07'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT 4 By: fC'ocl� Title: Page 9 of 9 EXHIBIT A SCOPE OF SERVICES (2) CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES RFP NO. 25-011 Introduction/Background The City of Santa Ana intends to retain qualified professional consultant(s) on an as -needed or "on - call" basis to provide construction management and inspection services. A Professional Services Agreement will be entered into with several of the qualified consultant(s) to provide professional construction management services for a variety of capital improvement projects in the City. These services will be for a variety of Capital Improvement Projects (CIP) and Rehabilitation & Replacement (R&R) projects to meet the City's project schedule. A more detailed scope of services is listed in the section below. The City of Santa Ana plans, designs and manages all aspects of Capital Improvement Projects (CIP) and (R&R) delivery services. Some of the design work is accomplished thru engineering consulting services as part of on -call engineering services. Now, the City would like to incorporate qualified and capable consultants to assist in construction management and inspection services. All interested parties are required to submit proposals in accordance with the conditions and dates outlined on this request for proposal. Scope of Services The selected consultant(s) are expected to provide professional construction management and inspection services for capital improvement projects and not limited to: • Project coordination, management, inspection and oversight • Project constructability review and assistance during design phase • Value Engineering • Consideration of life cycle costs • Bidding process review assistance and oversight • Public engagement and community meetings as necessary • Coordination with local agencies, utility companies and members of the public • Project budgeting, scheduling, cost accounting and reporting (with input from others as required) • Prepare monthly reporting for project construction status • Propose, develop and implement project quality assurance and quality control programs (QA/QC) • Prepare, review and process contractor's requests, payment and invoicing • Review, evaluate and recommend budget cost analysis • Review, and recommend shop drawings for approval • Review approval of any specifications and permit requirements (2) CITY OF SANTA ANA • Provide field conflict resolutions • Monitor, guide and advise the City for compliance with state, local and federal funding requirements. Prepare paperwork and compliance reports • Schedule, prepare agendas, conduct progress meetings, and minutes • Provide and prepare assistance with claim disputes, change order requests and associated construction project litigation • Maintain project files, records, and contact information related thereto. Use of PROCORE software is a requirement • Project closeout, including: post -construction debriefing meetings; contractor evaluations, file purging and archiving • Construction Inspection Services management and oversight • Project commissioning and or owner training • Any other items required for successful project execution The Construction manager is responsible for monitoring all the contractor(s) operations and compliance thereof including and not limited to their staff, and/or sub -consultants. The selected consultant(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. Project Management, Equipment/Supplies: The consultant(s) services shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to professional standards established by the City, and or federal, state and local guidelines. The consultant(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant(s) shall submit the matter to the City for clarification. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City Agencies • Provide as -built records and project information (2) CITY OF SANTA ANA • Advertise, award, and administer of contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) if needed Resolve all construction claims Fee Proposal: In addition to Section V.G.2 (Submittal Requirements: Cost Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the consultant(s). Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. (If applicable) Consultants are advised to consider whether services to be performed include classifications subject to state or federal prevailing wage requirements. Prevailing wages will apply if the services to be performed will involve land surveying (such as flag persons, survey party chief, rodman or chainman), materials sampling and testing (such as drilling rig operators, pile driving, crane operators), inspection work, soils or foundation investigations, environmental hazardous materials and so forth. California State prevailing wage information is available through the California Department of Industrial Relations website at httD://www.dir.ca.aov.dlsr/statistics research.html. Labor categories subject to prevailing wage requirements, when employed for any work on this project, are wholly the responsibility of the firm or individual named in any Professional Services Agreement approved by the City. City will not assume any responsibility for Consultant's failure to pay prevailing wages in accordance with State law. 2. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 4. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. (2) CITY OF SANTA ANA During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination" for each firm on their team. 6. Independent Consultant(s). In accepting this contract, Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Consultant further covenants that, in the performance of this contract, no sub -consultant or person having such an interest shall be employed. Consultant certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Consultant that in the performance of the services required under this contract, Consultant, and any of its sub -consultants or employees, shall at times be considered independent consultants and not agents of City. Sub -consultants: The Consultant(s) shall be able to assist the City throughout this contract to provide the necessary services described herein. The consultant(s) shall utilize in-house and/or sub-consultant(s) to complete the assignments. For specialized work for which the prime consultant will require a sub - consultant, the prime will serve as the administrative liaison between the City and the sub - consultant. The prime consultant mark-up for sub -consultant work shall not exceed 10%. Consultant agrees to bind every sub -consultants to the terms of the Agreement Documents as far as such terms are applicable to sub -consultant's portion of the work. Consultant shall be as fully responsible to the City for the acts and omissions of its sub - consultants and of persons either directly or indirectly employed by its sub -consultants, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in these Agreement Documents shall create any contractual relationship between any sub -consultants and the City. The City reserves the right to approve all sub -consultants. The City's Approval of any sub -consultant under this Agreement shall not in any way relieve Consultant of its obligations in the Agreement Documents. Manuals/Standards: All construction work shall be performed and in accordance with all the procedures and standards as applicable and described in the construction plans and contract specifications, standard provisions and any local, state and federal requirements, and any other agencies involved. It is the responsibility of the consultant(s) to verify that all the design guidelines and specifications comply with described documents. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable 1: WNA'FA5 ZOMiNk■O9�1&WA1 2025-2028 Fee Schedule PERSONNELCHARGES The charge for all time required for the performance of the Scope of Work, including office, field and travel time, will be billed at the hourly rate according to the labor classifications set forth below: Labor Classification Hourly Rate Jr. Staff Engineer/Geologist/Scientist $ 165 Staff Engineer/Geologist/Scientist $ 200 Sr Staff Engineer/Geologist/Scientist $ 220 Project Engineer/Geologist/Scientist - 1 $ 255 Project Engineer/Geologist/Scientist - 11 $ 265 Sr Project Engineer/Geologist/Scientist - 1 $ 290 Sr Project Engineer/Geologist/Scientist - 11 $ 310 Principal Engineer/Geologist $ 340 Principal $ 340 Project Assistant $ 155 Technician $ 160 Drafter $ 175 Sr Technician $ 180 Compliance Inspector $ 180 Technician GIS/Technology $ 155 Analyst GIS/Technology $ 175 Sr Analyst GIS/Technology $ 190 Specialist GIS/Technology $ 200 Sr Specialist GIS/Technology $ 220 Supervisor GIS/Technology $ 240 Director/GIS Technology $ 255 Construction Technician $ 140 Construction Field Supervisor $ 160 Construction Manager $ 175 Sr Construction Manager $ 215 Technical Editor $ 155 Emergency response will be charged at a rate of 1.5 times the standard hourly rate. When EEC Staff appear as expert witnesses at court trials, mediation, arbitration hearings and depositions, their time will be charged at 2.0 times the standard rate All time spent preparing for such trials, hearings, and depositions, will be charged at the standard hourly rate. Travel Vehicles used on project assignments will be charged at $125 per day. Mileage is billed at the current rate established by the Internal Revenue Service plus mark up. Per Diem is billed at a cost of $95 per day (except in high cost markets, which will adhere to GSA rates). Airfare, lodging, rental cars and associated expenses are billed at cost plus 15%. Field Equipment Field Equipment is billed at standard unit costs. Rate schedules are available upon request. Subcontractors and Reimbursables The costs of subcontractors, materials, equipment rental and costs incurred will be charged at cost plus 15%. Other Project Charges The cost of additional report reproduction and special project accounting will be billed as appropriate. Plotting plans are charged by size, black and white or color, and by the number of Shipping and Postage Shipping charges include couriers and the postage necessary will be charged at cost plus 15%. Interest Charges Interest on late payments will be charged at the rate of 1.5% per month. Payment Terms Net 30 days applies to all work performed and invoiced unless superseded by a specific executed contract. An administration fee of 3.5% will be added to any invoice wherepayment is made by Communication/Administration Fee: A communication/administration fee of 4% will be added to all invoices. This Fee Schedule is valid for the entire initial agreement term. This Fee Schedule may be adjusted for follow-on renewal periods.