ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH STANTEC CONSULTING SERVICES INC. FOR
ON-CALL CIVIL ENGINEERING CONSULTING SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT (“Agreement") is made and entered intoas of this 13th day of January, 2026 (“EffectiveDate”), by and between the CITY OF NEWPORT BEACH, a Californiamunicipalcorporation and charter city(“City”),and STANTEC CONSULTING SERVICES INC., a New York corporation (“Consultant”),whose address is410 17th Street,Suite 1400, Denver, CO 80202, and is made with reference to the following:
RECITALS
City isa municipal corporationduly organized and validlyexistingunder the laws of the State of Californiawith the power to carryon itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
City desires to engage Consultant to provide on-callcivilengineering consulting services (“Project”).
Consultant possesses the skill,experience, ability,background, certificationand knowledge to provide the professional services described in thisAgreement.
City has solicitedand received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retainConsultant to render professional services under the terms and conditions set forthinthisAgreement.
A.
B.
C.
D.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shall commence on the EffectiveDate, and shall terminate on January 12, 2031, unless terminated earlieras set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall perform the on-call services described in the Scope of Services attached hereto as ExhibitA and incorporated herein by reference (“Services” or “Work”). Upon written request from the Project Administrator as defined herein, Consultant shallprovide a letterproposal forServices requested by the City (hereinafter referredto as the “LetterProposal”). The LetterProposal shallinclude the following:
2.1 2.1.1 A detailed description of the Services to be provided;
2.1.2 The positionof each person to be assigned to perform the Services and the name and contact number of the individuals to be assigned, ifavailable; Attachment A
2.1.3 The estimated number of hours and any anticipatedconsumable, material,or ancillarycosts to complete the Services;and
2.1.4 The time needed tofinishthe specificproject.
2.2 No Services shallbe provided untilthe ProjectAdministrator has provided writtenacceptance of the LetterProposal. Once authorized to proceed. Consultant shall diligentlyperform the dutiesinthe approved LetterProposal.
3. TIME OF PERFORMANCE
Time isof the essence inthe performance of Services under thisAgreement and Consultant shallperform the Services in accordance with the schedule included in ExhibitA and the LetterProposal. In the absence of a specificschedule, the Services shall be performed to completion in a diligentand timely manner. The failureby Consultant to strictlyadhere to the schedule setforthin ExhibitA and the LetterProposal, ifany, or perform the Servicesina diligentand timelymanner may resultin termination of thisAgreement by City.
3.1 Notwithstanding the foregoing. Consultant shall not be responsible for delays due to causes beyond Consultant’s reasonable control. However, in the case of any such delay in the Services to be provided forthe Project,each party hereby agrees to provide noticewithintwo (2)calendar days of the occurrence causing the delay to the other partyso thatalldelays can be addressed.
Consultant shallsubmit allrequests forextensions of time for performance in writingto the ProjectAdministrator as defined herein not laterthan ten (10) calendar days after the startof the condition that purportedly causes a delay. The Project Administratorshallreview allsuch requests and may grant reasonable time extensions forunforeseeable delays thatare beyond Consultant'scontrol.
For all time periods not specificallyset forth herein. Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail.
3.2 3.3
3.4 4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a time and expense not-to- exceed basis in accordance with the provisions of thisSection and the Letter Proposal and the Schedule of BillingRates attached hereto as Exhibit B and incorporated herein by reference. Consultant’s compensation forallWork performed in accordance with this Agreement, including allreimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00), without prior written authorizationfrom City. No billingrate changes shallbe made during the term of this Agreement without the priorwrittenapproval of City.
4.1 Upon firstanniversary of the EffectiveDate and upon each anniversary of the EffectiveDate thereafter,the billingrates set for in ExhibitB (“BillingRates") shallbe
4.2 STANTEC CONSULTING SERVICES INC. Page 2
adjusted by a fixed amount of three percent (3.0%) of the BillingRates in effect immediately preceding such adjustment.
Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant’s billsshallinclude the name of the person who performed the Work, a briefdescriptionofthe Services performed and/or the specific task in the Scope of Services to which itrelates,the date the Services were performed, the number of hours spent on allWork billedon an hourly basis, and a descriptionof any reimbursable expenditures. City shall pay Consultant no laterthan thirty(30) calendar days afterapproval of the monthly invoiceby Citystaff.
4.3 Cityshallreimburse Consultant only forthose costs or expenses specifically identifiedin ExhibitB to thisAgreement and the LetterProposal or specificallyapproved inwritinginadvance by City.
Consultant shallnot receive any compensation for Extra Work performed without the priorwrittenauthorizationof City. As used herein,“Extra Work” means any Work thatisdetermined by Cityto be necessary forthe proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of BillingRates as set forthin ExhibitB and the LetterProposal.
4.4 4.5
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shallbe availableto City at allreasonable times during the Agreement term. Consultant has designated Jeff Wilkerson to be its ProjectManager. Consultant shallnot remove or reassign the Project Manager or any personnel listedin ExhibitA or assign any new or replacement personnel to the Project without the priorwrittenconsent of City.City’sapproval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel.
Consultant, at the sole discretionof City,shallremove from the Projectany of itspersonnel assigned to the performance of Services upon writtenrequest of City.
Consultant warrants that itwillcontinuously furnishthe necessary personnel to complete the Projecton a timelybasis as contemplated by thisAgreement.
IfConsultant isperforming inspectionservicesforCity,the ProjectManager and any otherassigned staffshallbe equipped witha cellularphone to communicate with Citystaff.The ProjectManager’s cellularphone number shallbe provided to City.
5.1 5.2
5.3 6. ADMINISTRATION
This Agreement willbe administered by the PublicWorks Department. City’s Directorof PublicWorks or designee shallbe the ProjectAdministrator and shall have the authorityto act forCityunder thisAgreement. The ProjectAdministratorshallrepresent Cityinallmatterspertainingtothe Servicesto be rendered pursuant to thisAgreement.
STANTEC CONSULTING SERVICES INC Page 3
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provideaccess to and upon requestofConsultant,one copy of allexisting relevantinformationon fileat City.Citywillprovideallsuch materialsina timely manner so as not to cause delays in Consultant’sWork schedule.
8. STANDARD OF CARE
8.1 Allofthe Services shallbe performed by Consultantor under Consultant’s supervision. Consultant represents that it possesses the professional and technical personnel requiredto perform the Services requiredby thisAgreement, and that itwill perform allServices in a manner commensurate with community professional standards and with the ordinary degree of skilland care that would be used by other reasonably competent practitionersof the same disciplineunder similar circumstances. All Services shallbe performed by qualifiedand experienced personnelwho are not employed by City.
By delivery of completed Work, Consultant certifiesthat the Work conforms to the requirements of thisAgreement, allapplicablefederal,state and locallaws, and legally recognized professional standards.
8.2 Consultant representsand warrants to Citythatithas, shall obtain, and shall keep in fullforce and effectduring the term hereof, at itssole cost and expense, all licenses,permits,qualifications,insurance and approvals of whatsoever nature that is legallyrequiredof Consultantto practiceitsprofession.Consultant shallmaintain a City of Newport Beach business licenseduring the term of thisAgreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsiblefordamages or be indefaultor deemed to be in defaultby reason of strikes, lockouts, accidents, acts of God, or the failureof City to furnishtimelyinformationor to approve or disapprove Consultant’s Work promptly, or delay or faultyperformance by City,contractors,or governmental agencies.
9. HOLD HARMLESS
To the fullestextent permitted by law. Consultant shallindemnify, defend and hold harmless City, itsCity Council, boards and commissions, officers,agents, volunteers and employees (collectively,the “Indemnified Parties”),from and against any and allclaims (including,without limitation,claims for bodily injury,death or damage to property), demands, obligations,damages, actions, causes of action, suits, losses, judgments, fines,penalties,liabilities,costs and expenses (including,without limitation, attorneys’fees, disbursements and court costs) of every kind and nature whatsoever (individually,a Claim; collectively,“Claims"),and which relate(directlyor indirectly)to the negligence, recklessness,or willfulmisconduct ofthe Consultant or itsprincipals,officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directlyor indirectlyby any of them or forwhose acts they may be liable,or any or all of them.
9.1
9.2 Notwithstanding the foregoing, nothing herein shallbe construed to require Consultant to indemnify the Indemnified Partiesfrom any Claim arisingfrom the sole negligence,activenegligence or willfulmisconduct of the Indemnified Parties. Nothing in thisindemnity shallbe construed as authorizingany award of attorneys’fees inany action on or to enforce the terms of thisAgreement. This indemnity shallapply to allclaims and liabilityregardlessof whether any insurance policiesare applicable,but only to the extent permitted by law, and not to exceed the policylimitsof Consultant’s insurance policy where applicable.
10. INDEPENDENT CONTRACTOR
Itis understood that City retainsConsultant on an independent contractor basis and Consultant isnot an agent or employee of City.The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civilservice statusor otherrightofemployment shallaccrue to Consultant or itsemployees. Nothing in thisAgreement shallbe deemed to constituteapproval for Consultant or any of Consultant’s employees or agents, to be the agents or employees of City. Consultant shall have the responsibilityfor and control over the means of performing the Work, provided thatConsultant isincompliance withthe terms of thisAgreement. Anything in thisAgreement thatmay appear to giveCitythe rightto direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean onlythatConsultantshallfollowthe desiresof Citywith respect to the resultsof the Services.
11. COOPERATION
Consultant agrees to work closelyand cooperate fullywith City’s designated ProjectAdministratorand any otheragencies thatmay have jurisdictionor interestinthe Work to be performed. Cityagrees to cooperate withthe Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review allmatters relatingto policy and Project directionwithCity’sProjectAdministratorinadvance of allcriticaldecision points inorder to ensure the Projectproceeds ina manner consistentwith City goals and policies.
13. PROGRESS
Consultant is responsiblefor keeping the ProjectAdministratorinformed on a regularbasisregardingthe statusand progressofthe Project,activitiesperformed and planned,and any meetingsthathave been scheduledor are desired.
14. INSURANCE
WithoutlimitingConsultant’sindemnificationofCity,and priorto commencement ofWork, Consultantshallobtain,provideand maintainat itsown expense during the term ofthisAgreementorforotherperiodsas specifiedinthisAgreement, policiesofinsurance
of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as ExhibitC, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specificallyauthorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the priorwrittenapproval of City. Any of the followingshallbe construed as an assignment; The sale, assignment, transferor other disposition of any of the issued and outstanding capitalstock of Consultant, or of the interestof any general partner or jointventurer or syndicate member or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shall resultin changing the control of Consultant. Control means fiftypercent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation,partnership or joint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City,ifany, to perform Work on thisProject are identifiedin ExhibitA and the Letter Proposal. Consultant shall be fullyresponsible to City for allacts and omissions of any subcontractor. Nothing in this Agreement shall create any contractualrelationshipbetween Cityand any subcontractor nor shallitcreate any obligationon the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiaryof any Work performed by the subcontractor for purposes of establishinga duty of care between the subcontractor and City.Except as specificallyauthorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the priorwrittenapproval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report,draft,map, record, plan,document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications(hereinafter“Documents”), prepared or caused to be prepared by Consultant, itsofficers,employees, agents and subcontractors,in the course of implementing this Agreement, shallbecome the exclusiveproperty of City,and City shallhave the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally,allmaterial posted in cyberspace by Consultant, itsofficers, employees, agents and subcontractors, in the course of implementing this Agreement, shallbecome the exclusive property of City,and Cityshallhave the sole rightto use such materials in itsdiscretionwithout furthercompensation to Consultant or any other party.
Consultant shall,at Consultant’s expense, provide such Documents, including alllogins and password informationto City upon priorwrittenrequest.
17.2 Documents, includingdrawings and specifications,prepared by Consultant pursuant to thisAgreement are not intended or represented to be suitable for reuse by Cityor others on any other project.Any use of completed Documents for other projects and any use of incomplete Documents without specificwritten authorization from
Consultant willbe at City’ssole riskand without liabilityto Consultant. Further,any and allliabilityarisingout of changes made to Consultant’sdeliverablesunder thisAgreement by City or persons other than Consultant iswaived against Consultant,and Cityassumes fullresponsibilityforsuch changes unless Cityhas given Consultant priornoticeand has received from Consultant writtenconsent forsuch changes.
17.3 Computer Aided Design and Drafting(“CADD”) data deliveredto City shall includethe professionalstamp of the engineer or architectincharge of or responsible for the Work. City agrees that Consultant shallnot be liable for claims, liabilitiesor losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City,of CADD data; or (b)any use by City,or anyone authorized by City, of CADD data foradditionsto thisProject,forthe completion of thisProject by others, or forany other Project,excepting only such use as isauthorized, inwriting,by Consultant.
By acceptance of CADD data. City agrees to indemnify Consultant for damages and liabilityresultingfrom the modificationor misuse of such CADD data. Alloriginaldrawings shallbe submitted to City inthe version of AutoCAD used by the City in .dwg fileformat, and should comply with the City’sdigitalsubmission requirements forimprovement plans availablefrom the City’sPublic Works Department.
17.4 All improvement and/or construction plans shall be plotted on standard twenty-four inch (24”)by thirty-sixinch (36”)paper size.Consultant shallprovide to City digital‘As-Built’drawings in both AutoCAD and Adobe PDF fileformat within thirty(30) days afterfinalizationof the Project.
18. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents the Consultant’sjudgment as a design professionaland issupplied forthe general guidance of City. Since Consultant has no controlover the cost of labor and material, or over competitive bidding or market conditions.Consultant does not guarantee the accuracy of such opinions as compared to Consultant or contractor bids or actualcost to City.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shallbe kept confidential unless City expressly authorizes inwritingthe release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, itsagents, officers,representatives and employees against any and allliability,including costs, for infringement or alleged infringementof any United States’letterspatent,trademark, or copyright,includingcosts, contained in Consultant’s Documents provided under thisAgreement.
STANTEC CONSULTING SERVICES INC. Page 7
21. RECORDS
Consultant shallkeep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City,fora minimum period of three (3)years, or for any longer period required by law, from the date of finalpayment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shallallow a representative of City to examine, audit and make transcriptsor copies of such records and invoicesduring regularbusiness hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of finalpayment to Consultant under thisAgreement.
22. WITHHOLDINGS
Citymay withholdpayment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitutea failureto pay according to the terms of thisAgreement. Consultant shallnot discontinue Work as a resultof such withholding. Consultant shall have an immediate rightto appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on itsinvestments during the time period,from the date of withholdingof any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which resultin expense to City greater than what would have resulted ifthere were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in thisSection is intended to limitCity’srightsunder the law or any other sections of thisAgreement.
24. curs RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the rightto employ other Consultants in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 Consultant or its employees may be subject to the provisions of the CaliforniaPoliticalReform Act of 1974 (the “Act”)and/or Government Code §§ 1090 ^ seq.. which (1) require such persons to disclose any financial interest that may foreseeablybe materiallyaffectedby the Work performed under thisAgreement, and (2) prohibitsuch persons from making, or participatingin making, decisions that will foreseeably financiallyaffectsuch interest.
25.2 Ifsubjectto the Act and/or Government Code §§ 1090 et seq.. Consultant shallconform to allrequirements therein. Failureto do so constitutes a material breach and is grounds for immediate termination of thisAgreement by City. Consultant shall indemnify and hold harmless City for any and allclaims for damages resultingfrom Consultant’s violation of this Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in mailingaddress, to be given under the terms of thisAgreement shallbe given inwriting, and conclusively shall be deemed served when delivered personally, or on the third business day afterthe deposit thereof in the United States mail, postage prepaid, first- class mail,addressed as hereinafterprovided.
26.2 All notices,demands, requests or approvals from Consultant to City shall be addressed to City at:
Attn: Director of Public Works
Public Works Department
Cityof Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at:
Attn: Jeff Wilkerson
Stantec Consulting Services Inc.
38 Technology Drive,Suite 200
Irvine,CA 92618
27. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment under thisAgreement, Consultantshallsubmit to City,inwriting, all claims for compensation under or arising out of this Agreement. Consultant’s acceptance of the finalpayment shallconstitutea waiver of allclaims for compensation under or arisingout of thisAgreement except those previously made in writingand identifiedby Consultantinwritingas unsettledatthe time of itsfinalrequest forpayment.
Consultantand Cityexpresslyagree thatinadditionto any claims filingrequirements set forthintheAgreement, Consultantshallbe requiredto fileany claim Consultant may have againstCityinstrictconformance withthe Government Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 Intheevent thateitherpartyfailsor refuses to perform any of the provisions ofthisAgreement atthe time and inthe manner required,that party shallbe deemed in STANTEC CONSULTING SERVICES INC. Page 9
defaultinthe performance of thisAgreement. Ifsuch defaultisnot cured withina period of two (2) calendar days, or ifmore than two (2)calendar days are reasonably required to cure the default and the defaultingparty failsto give adequate assurance of due performance within two (2) calendar days afterreceiptof written notice of default, specifyingthe nature of such defaultand the steps necessary to cure such default,and thereafterdiligentlytake steps to cure the default,the non-defaultingparty may terminate the Agreement forthwithby givingtothe defaultingparty writtennotice thereof.
28.2 Notwithstanding the above provisions,City shallhave the right,at itssole and absolute discretionand without cause, of terminatingthisAgreement at any time by giving no less than seven (7) calendar days’ priorwritten notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorilyperformed and costs incurredup tothe effective date of termination for which Consultant has not been previouslypaid. On the effectivedate of termination. Consultant shall deliver to City all reports, Documents and other information developed or accumulated inthe performance of thisAgreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Recitals.Cityand Consultant acknowledge thatthe above Recitals are true and correctand are hereby incorporated by reference intothisAgreement.
29.2 Compliance with allLaws. Consultant shall,at itsown cost and expense, comply with allstatutes,ordinances, regulationsand requirements of allgovernmental entities,includingfederal,state,county or municipal,whether now in force or hereinafter enacted. In addition,allWork prepared by Consultant shall conform to applicable City, county, stateand federallaws, rules,regulationsand permit requirements and be subject to approval of the ProjectAdministratorand City.
29.3 Waiver. A waiver by eitherparty of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or conditioncontained herein, whether of the same or a different character.
29.4 Integrated Contract. This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminarynegotiationsand agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shallbe held to vary the provisions herein.
29.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto,the terms of thisAgreement shallgovern.
29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against eitherparty by reason of the authorship of the Agreement or any other rule of constructionwhich might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Consultant and City and approved as to form by the City Attorney.
29.8 Severability.Ifany term or portionof thisAgreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue infullforce and effect.
29.9 Controlling Law and Venue. The laws of the State of Californiashallgovern this Agreement and all matters relatingto itand any action brought relatingto this Agreement shall be adjudicated in a court of competent jurisdictionin the County of Orange, State of California.
29.10 Equal Opportunity Employment. Consultant represents that itis an equal opportunity employer and itshallnot discriminateagainst any subcontractor,employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law.
29.11 No Attorneys’ Fees. Inthe event of any dispute or legalactionarisingunder thisAgreement, the prevailingparty shallnot be entitledto attorneys’fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shallbe deemed an originaland allof which together shall constituteone (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
APPROVED AS TO FORM;
CITY ATTORNEY’S OFFICE
Date:
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
By: fir By:
Aaron C. Harp |t-\1-Z6A0
City Attorney
Lauren Kleinman
Mayor
ATTEST;
Date:
CONSULTANT: STANTEC
CONSULTING SERVICES INC., a New
York corporation
Date;
By: By:
Lena Shumway
City Clerk
Jeff Wilkerson
Senior Associate
Date:
By:
David Elwell
Vice President
[END OF SIGNATURES]
Attachments: ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
Exhibit C - Insurance Requirements
EXHIBIT A
SCOPE OF SERVICES
STANTEC CONSULTING SERVICES INC. Page A-1
SCOPE OF SERVICES
ON-CALL CIVIL - SCOPE OF SERVICES
Consultant shallprovide CivilEngineering servicesforthe conceptual and finaldesign of a wide varietyof City capitalimprovement and maintenance projects. Consultant shall provide in- house services,or capacity to subconsultant, for the following areas:
Provide fullplans, specifications,and estimates for a broad range of civilengineering disciplines;
Provide cost estimating and value engineering services; Provide bid support and preparation of record drawings; Provide constructionsupport, administration,and management services; Provide constructiontrafficcontrolconcepts and plans;
Provide project-specificprofessionalsurveying services; Review public/privatedevelopment plans and maps;
Provide regulatory permitting support;
Prepare various studies and supporting documentation for,but not limited to, hydrology and hydraulicanalysis,water and sewer studiesand network analysis; Prepare/review NPDES reports.Water Quality Management Plan (WQMP), and Storm Water PollutionPrevention Plans (SWPPP);
Prepare maps and legaldescriptionsfor right-of-wayacquisitionsand easements; and Other engineering-related tasks as necessary.
EXHIBIT B
SCHEDULE OF BILLING RATES
STANTEC CONSULTING SERVICES INC. Page B-1
Dear Ben Davis,
Per your RFP, we are providing our Fee Schedule
showing our proposed billingrates inthisseparate
document. The rates outlined herein shall remain in
effectforthe fulldurationof the five-yearAgreement.
We also assume thatthey shallescalate annually on
January 1st by 3%, or as otherwise agreed upon in
writingby both parties,to reflectincreases in labor and overhead costs.
At Stantec, we stronglybelieve that the measurement
of value ispartiallyreferencedfrom pricing,but also
from credentialsand capabilities.Our rateswere
created with an understanding of thisbalance.
Should you have any questions or requireadditional
informationabout our fee proposal,please contactJeff
Wilkerson or Sherry Weinmeier at the contact
Information below.
(5 stantec
October 23^",2025
StantecConsultingServices
Inc.
38 TechnologyDrive,Suite200
Irvine,CA 92618
Attention:
CityofNewportBeach
Ben Davis,SeniorCivilEngineer
949-644-3317
[email protected]
Sincerely,
STANTEC CONSULTING SERVICES INC.
Reference:
RFP #26-13
On-Call Professional Civil
EngineeringServices
SherryWeinmeier,PE
Principal-in-Charge
949-584-7231
[email protected]
(JJeff Wilkerson
ProjectManager
949-929-1449
[email protected]
StantecSCHEDULE OF BILLING RATES - 2026 City of Newport Beach Civil On>Call Billing
Level
Hourly
Rate Description
Junior Level position
□ Independently carriesout assignments of limitedscope using standard procedures, methods, and techniques
□ Assistssehior staffin carrying out more advanced procedures □ Completed work isreviewed for feasibilityand soundness of judgment □ Graduate from an appropriate post-secondary program or equivalent □ Generally, one to three years’ experience
FullyQualified ProfessionalPosition
□ Carries out assignments requiringgeheral familiaritywithin a broad fieldof the respective profession □ Makes decisions by using a combination of standard methods and techniques □ Actively participatesin planning to ensure the achievement of objectives □ Works independently to interpretinformation and resolve difficulties □ Graduate from an appropriate post-secondary program, with credentials or equivalent □ Generally, three to sixyears' experience
$1273
$1384
$1585
$1626
$1747
$1848
FirstLevel Supervisoror firstcomplete Level of Specialization □ Provides applied professionalknowledge and initiativein planning and coordinating work programs □ Adapts established guidelinesas necessary to address unusual issues □ Decisions accepted as technicallyaccurate, however may on occasion be reviewed forsoundness of judgment
□ Graduate from an appropriate post-secondary program, with credentials or equivalent □ Generally, fiveto nine years’ experience
$1909
$19810
11 $214
HighlySpecializedTechnicalProfessionalor Supervisorof groups of professionals □ Provides multi-disciplineknowledge to deliverinnovativesolutions in related fieldof expertise □ Participatesinshort-and long-range planning to ensure the achievement of objectives □ Makes responsibledecisionson allmatters,includingpolicy recommendations, work methods, and financialcontrolsassociated with large expenditures
□ Reviews and evaluates technical work
□ Graduate from an appropriate post-secondary program, with credentials or equivalent □ Generally, ten to fifteenyears' experience with extensive, broad experience Senior Level Consultant or Management
□ Recognized as an authorityina specificfieldwithqualificationsof significantvalue □ Provides multi-disciplineknowledge to deliverinnovativesolutionsin related fieldof expertise □ Independently conceives programs and problems forinvestigation □ Participatesindiscussionsto ensure the achievement of program and/or project objectives □ Makes responsibledecisionson expenditures,includinglarge sums or implementation of major programs and/or projects
□ Graduate from an appropriate post-secondary program, with credentials or equivalent □ Generally,more than twelve years’experience withextensive experience $22612
$23713
14 $250
$26415
$29116
$30217
SeniorLevelManagement under review by Vice Presidentor higher □ Recognized as an authorityina specificfieldwithqualificationsof significantvalue □ Responsibleforlong range planning withina specificarea of practice or region □ Makes decisions which are farreaching and limitedonly by objectivesand policiesof the organization □ Plans/approves projectsrequiringsignificanthuman resources or capital investment □ Graduate from an appropriate post-secondary program, with credentials or equivalent □ Generally,fifteenyears'experience with extensiveprofessionaland management experience $30818
$32019
$33220
$35221
Regular Rate
$255
Crew Size
1-Person
2-Person
3-Person
Survey Crews
$385
$515
Note; The rates outlined herein shaH remain in effect for the fullduration of the five-year Agreement. We also assume thatthey shallescalateannuallyon January 1stby 3%, or as otherwise agreed upon in writingby both parties, to reflect increases in labor and overhead costs.
ExpertWitnessServicescarrya 50% premium on labor.Overtime may be charged at 1.5times the standard billingrate.
Allexpertfeesand overtimefeesshallbe approved inwritingby the Citypriorto being incurred.
T-2 2026 CA
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL CONSULTING SERVICES Provisionof Insurance. Without limitingConsultant’sindemnificationof City, and priorto commencement of Work, Consultant shall obtain, provide and maintain at itsown expense during the term of this Contract, policies of insurance of the type and amounts described below and ina form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements setforthhere.IfConsultant uses existingcoverage to comply and thatcoverage does not meet these requirements.Consultant agrees to amend, supplement or endorse the existingcoverage.
1. 2. Acceptable Insurers. All insurance policiesshall be issued by an insurance company currentlyauthorized by the Insurance Commissioner to transact business of insurance inthe State of California,with an assigned policyholders’ Rating of A- (or higher)and FinancialSize Category Class VII (or larger)in accordance withthe latesteditionof Best’sKey Rating Guide, unless otherwise approved by the City’sRisk Manager.
3. Coverage Requirements.
A. Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance providingstatutorybenefitsand Employer’s LiabilityInsurance with limitsof at leastone milliondollars($1,000,000) each employee for bodily injuryby accident and each employee for bodily injuryby disease in accordance with the laws of the State of California.
Consultant shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement in favor of City,itsCity Council, boards and commissions, officers,agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general liabilityinsurance, and ifnecessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars($2,000,000)per occurrence, four milliondollars($4,000,000) general aggregate. The policy shall cover liabilityarisingfrom bodily injury,property damage, personal and advertising injury,and liability assumed under an insured contract (includingthe tortliabilityof another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodilyinjuryand propertydamage forallactivities of Consultant STANTEC CONSULTING SERVICES INC. Page C-1
arisingout of or in connection with Work to be performed under this Contract,includingcoverage forany owned, hired,non-owned or rented vehicles,in an amount not lessthan one milliondollars($1,000,000) combined singlelimitforeach accident.
D. Professional (Errors & Omissions) Insurance. Consultant shall maintain professionalliabilityinsurance thatcovers the Services to be performed inconnection with thisAgreement, inthe minimum amount of two million dollars($2,000,000)per claim and four milliondollars($4,000,000) in the aggregate. Any policyinceptiondate, continuitydate, or retroactive date must be before the EffectiveDate ofthisAgreement and Consultant agrees to maintain continuous coverage through a period no less than three years aftercompletion of the Services requiredby thisAgreement.
Excess/Umbrella LiabilityInsurance. Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequiredby this contract, then said policiesshall be “followingform” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated inthiscontract,including,but not limited to, the additionalinsured and primary & non-contributoryinsurance requirements stated herein. No insurance policiesmaintained by the City,whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess/umbrella liabilitypolicies are exhausted.
E.
Other Insurance Requirements. The policiesare to contain,or be endorsed to contain,the followingprovisions:
4. A. Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to thisContract shallbe endorsed to waive subrogation against City, its City Council, boards and commissions, officers,agents, volunteers and employees, or shall specificallyallow Consultant or others providing insurance evidence in compliance with these requirements to waive theirrightof recovery priorto a loss. Consultant hereby waives itsown rightof recovery against City,and shall require similarwrittenexpress waivers and insurance clauses from each of its subcontractors.
B. AdditionalInsured Status. Allliabilitypoliciesincludinggeneral liability, excess/umbrella liability,and automobile liability,if required, but not includingprofessional liability,shall provide or be endorsed to provide that City, itsCity Council, boards and commissions, officers,agents, volunteers and employees shall be included as additional insureds under such policies.
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c. Primary and Non-Contributory. Consultant’s insurance coyerage shall be primary insurance and/or the primary source of recoyery with respect to the City,itsCity Council, boards and commissions, officers,agents, yolunteersand employees. Allliabilitycoyerage shallapply on a primary basis and shall not require contributionfrom any insurance or self- insurance maintained by City.
D. Notice of Cancellation. All policiesshall proyide City with thirty(30) calendar days’ notice of cancellation or nonrenewal of coyerage (except for nonpayment forwhich ten (10) calendar days’ notice is required)for each required coyerage.
Additional Agreements Between the Parties. The parties hereby agree to the following;
5. A. Eyidence of Insurance. Consultant shallproyide certificatesof insurance to City as eyidence of the insurance coyerage required herein, along with a waiyer of subrogation endorsement for workers’ compensation and other endorsements as specified herein for each coyerage. Allof the executed documents referenced in this Contract must be returned to City withinten
(10) regularCity business days afterthe date on the "Notification of Award”. Insurance certificates and endorsements must be approyed by City’sRisk Manager priorto commencement of performance. Current certificationof insurance shallbe kept on filewith City at alltimes during the term of this Contract. The certificates and endorsements for each insurance policyshallbe signed by a person authorized by that insurer to bind coyerage on itsbehalf. At least fifteen(15) days priorto the expirationof any such policy,eyidence of insurance showing that such insurance coyerage has been renewed or extended shallbe filed with the City. Ifsuch coyerage is cancelled or reduced. Consultant shall, withinten (10) days afterreceiptof writtennoticeof such cancellation or reduction of coyerage, filewith the City eyidence of insurance showing that the required insurance has been reinstated or has been proyided through another insurance company or companies. City reseryes the right to require complete, certifiedcopies of all required insurance policies,at any time.
B. City’sRight to Reyise Requirements. The City reseryes the rightat any time during the term of the Contract to change the amounts and types of insurance required by giying Consultant ninety (90) calendar days’ adyance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation.
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c. Rightto Review Subcontracts.Consultantagrees thatupon request, all agreements with subcontractors or others with whom Consultant enters intocontractswithon behalfof Citywillbe submittedto City for review.
FailureofCityto requestcopiesofsuch agreements willnot impose any liabilityon City,or itsemployees. Consultantshallrequire and verifythat allsubcontractorsmaintain insurance meeting allthe requirements statedherein,and Consultantshallensure thatCityis an additional insured on insurance requiredfrom subcontractors.ForCGL coverage, subcontractorsshallprovidecoverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement ofAgreement Provisions.Consultantacknowledges and agrees that any actualor allegedfailureon the partof City to inform Consultant of non-compliance with any requirement imposes no additionalobligationson Citynor does itwaive any rightshereunder.
E. Reguirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage featureisforpurposes of clarificationonly as itpertains to a given issueand isnot intendedby any partyor insuredto be allinclusive, or to the exclusionof other coverage, or a waiver of any type. Ifthe Consultant maintainshigherlimitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limits maintained by the Consultant. Any availableproceeds in excess of specifiedminimum limitsof insuranceand coverage shall be available to the City.
F. Self-InsuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto require that self- insured retentionsbe eliminated,lowered, or replaced by a deductible.
Self-insurancewillnot be consideredto comply withthese requirements unless approved by City.
G. City Remedies for Non-Compliance. IfConsultant or any subconsultant failsto provide and maintain insurance as required herein, then City shallhave the rightbut notthe obligation,to purchase such insurance, to terminate thisAgreement, or to suspend Consultant’s rightto proceed untilproper evidence of insurance is provided. Any amounts paid by City shall,at City’ssole option,be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand.
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H. Timely Notice of Claims. Consultant shallgive City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under thisContract, and that involve or may involve coverage under any of the required liabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(but not the duty) to monitor the handling of any such claim or claims ifthey are likelyto involveCity.
Consultant's Insurance. Consultant shallalso procure and maintain, at itsown cost and expense, any additionalkinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.
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