ON-CAL
L PROFESSIONAL SERVICES AGREEMENT
WITH DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING FOR
ON-CALL CIVIL ENGINEERING CONSULTING SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT (“ Agreement”) is made and entered into as of this 13th day of January, 2026 (“Effective Date”), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city (“City”), and DEREK J. MCGREGOR, INC., doing business as (“DBA”) DMc ENGINEERING, a California corporation (“Consultant”), whose address is 18 Technology Drive, Suite 100, Irvine, CA 92618, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide on-call civil engineering consulting services (“Project”).
C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date , and shall terminate on January 12, 2031, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on- call consulting services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference (“Services” or “Work”). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the “Letter Proposal”). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided; Attachment B
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;
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.
No Services shallbe provided untilthe ProjectAdministrator has provided writtenacceptance of the LetterProposal. Once authorized to proceed, Consultant shall diligentlyperform the dutiesinthe approved LetterProposal.
2.2 3. TIME OF PERFORMANCE
3.1 Time isofthe 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 set forthin ExhibitA and the LetterProposal, ifany, or perform the Services ina diligentand timelymanner may resultin termination of thisAgreement by City.
3.2 Notwithstanding the foregoing. Consultant shall not be responsible for delays due to causes beyond Consultant’s reasonable control. However, in the case of any such delay in the Services to be provided forthe Project,each party hereby agrees to providenoticewithintwo (2)calendar days of the occurrence causing the delay to the other partyso thatalldelays can be addressed.
3.3 Consultant shallsubmit allrequests forextensions of time for performance in writingto the Project Administrator as defined herein not laterthan ten (10) calendar days afterthe startof the conditionthat purportedlycauses a delay. The Project Administratorshallreview allsuch requests and may grant reasonable time extensions forunforeseeable delays thatare beyond Consultant’scontrol.
3.4 For alltime periods not specificallyset forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a time and expense not-to- exceed basis in accordance with the provisionsof thisSection and the Letter Proposal and the Schedule of BillingRates attached hereto as ExhibitB and incorporated herein by reference. Consultant’scompensation forallWork performed in accordance with this Agreement, includingallreimbursable 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 DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 2
Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant’sbillsshallinclude 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 shallpay Consultant no laterthan thirty(30) calendar days afterapproval of the monthly invoiceby Citystaff.
City shallreimburse Consultant only forthose costs or expenses specifically identifiedin ExhibitB to thisAgreement and the LetterProposal or specificallyapproved inwritingin advance by City.
4.2 4.3
Consultant shallnot receive any compensation for Extra Work performed without the priorwrittenauthorizationof City. As used herein, “Extra Work” means any Work that isdetermined 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 Letter Proposal.
4.4 5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shallbe available to City at allreasonable times during the Agreement term. Consultant has designated Derek J. McGregor to be itsProject Manager. 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 priorwritten consent 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 Project any of itspersonnel assigned to the performance of Services upon written request of City.
Consultant warrants that itwillcontinuously furnishthe necessary personnel to complete the Projecton a timely basis as contemplated by thisAgreement.
5.1 5.2
IfConsultant isperforming inspectionservicesforCity,the ProjectManager and any other assigned staffshallbe equipped with a cellularphone to communicate with City staff.The Project Manager’s cellularphone number shallbe provided to City.
5.3 6. ADMINISTRATION
This Agreement willbe administered by the Public Works Department. City’s Directorof PublicWorks or designee shallbe the ProjectAdministrator and shall have the authorityto act for City under thisAgreement. The ProjectAdministratorshallrepresent City in allmatters pertainingto the Services to be rendered pursuant to thisAgreement.
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 3
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provide access to and upon request of Consultant,one copy of allexisting relevantinformationon fileat City. Citywillprovide allsuch materialsin a timelymanner so as not to cause delays in Consultant’s Work schedule.
8. STANDARD OF CARE
Allof the Services shallbe performed by Consultant or under Consultant’s supervision. Consuitant represents that itpossesses the professional and technical personnel required to perform the Services required by 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 personnel who 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.
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 Consultant to practiceitsprofession.Consultant shallmaintain a City of Newport Beach business licenseduringthe term ofthisAgreement.
Consultant shall not be responsible for delay, nor shall Consultant be responsible fordamages or be in defaultor deemed to be in defaultby reason of strikes, lockouts, accidents, acts of God, or the failureof City to furnishtimely informationor to approve or disapprove Consultant’s Work promptly, or delay or faultyperformance by City,contractors,or governmental agencies.
8.1 8.2
8.3 9. HOLD HARMLESS
To the fullestextent permitted by law. Consultant shall indemnify, 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 DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 4
Notwithstanding the foregoing,nothing herein shallbe construed to require Consultant to indemnify the Indemnified Parties from 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 liabilityregardless of whether any insurance policiesare applicable. The policylimitsdo not act as a limitationupon the amount of indemnification to be provided by the Consultant.
9.2 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,rule or regulationand the expressed terms of thisAgreement. No civilservice status or other rightof employment shallaccrue to Consultant or itsemployees. Nothing in this Agreement shall be 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 that Consultant isin compliance with the terms of thisAgreement. Anything in thisAgreement thatmay appear to give Citythe rightto direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only thatConsultant shallfollowthe desires of City with respect to the resultsof the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fullywith City’s designated ProjectAdministratorand any other agencies that may have jurisdictionor interestin the Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relatingto policy and Project directionwith City’sProjectAdministratorinadvance of allcriticaldecision points inorder to ensure the Projectproceeds ina manner consistentwith City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administratorinformed on a regularbasis regardingthe statusand progress of the Project,activitiesperformed and planned, and any meetings thathave been scheduled or are desired.
14. INSURANCE
Without limitingConsultant’sindemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain at itsown expense during the term ofthisAgreement orforotherperiodsas specifiedinthisAgreement, policiesof insurance DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 5
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 partnership or joint-ventureor syndicate or co-tenancy, which shall result in 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 beneficiary of any Work performed by the subcontractor for purposes of establishing a 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 exclusivepropertyof City,and Cityshallhave 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 suitablefor 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 DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 6
Consultant willbe at City’ssole riskand without liabilityto Consultant. Further,any and allliabilityarisingout of changes made to Consultant’sdeliverablesunder thisAgreement by Cityor persons other than Consultant Iswaived against Consultant,and Cityassumes fullresponsibilityforsuch changes unless Cityhas given Consultant priornotice and has received from Consultant writtenconsent forsuch changes.
17.3 Computer Aided Design and Drafting(“CADD”) data delivered to City shall include the professionalstamp of the engineer or architectin charge 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 modificationor 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 thisProjectby others,or forany other Project,excepting only such use as isauthorized,inwriting,by Consultant.
By acceptance of CADD data, Cityagrees to indemnifyConsultant 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 withthe City'sdigitalsubmission requirements forimprovement plans availablefrom the City’sPublicWorks Department.
17.4 All improvement and/or constructionplans shallbe 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 withinthirty(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 issuppliedforthe 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 contractorbids or actual cost 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 shalldefend and indemnify City,itsagents, officers,representatives and employees against any and allliability,includingcosts, for infringement or alleged Infringementof any United States’letterspatent,trademark, or copyright,includingcosts, contained in Consultant’s Documents provided under thisAgreement.
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING 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 representativeof Cityto 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
City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to 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. CITY’S 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 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materiallyaffectedby the Work performed under thisAgreement, and (2) prohibit such persons from making, or participatingin making, decisions that will foreseeably financiallyaffectsuch interest.
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 8
25.2 Ifsubjecttothe Act and/orGovernment Code §§ 1090 et seq., Consultant shallconform to allrequirements therein. Failureto do so constitutes a material breach and isgrounds forimmediate terminationof thisAgreement by City. Consultant shall indemnify and hold harmless Cityfor any and allclaims for damages resultingfrom Consultant’s violation of this Section.
26. NOTICES
All notices, demands, requests or approvals, includingany change in mailing address, to be given under the terms of thisAgreement shallbe given inwriting, and conclusivelyshallbe deemed served when deliveredpersonally, or on the third business day afterthe deposit thereof in the United States mail, postage prepaid, first- class mail,addressed as hereinafterprovided.
26.2 Allnotices,demands, requests or approvals from Consultant to City shall be addressed to City at:
26.1 Attn: Director of Public Works
Public Works Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
26.3 Allnotices,demands, requests or approvals from City to Consultant shall be addressed to Consultant at:
Attn:Derek J. McGregor
Derek J. McGregor, Inc.dba DMc Engineering
18 Technology Drive, Suite 100
Irvine,CA 92618
27. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment under thisAgreement, Consultant shallsubmit 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 this Agreement except those previously made in writingand identifiedby Consultant inwritingas unsettledatthe time of itsfinalrequest forpayment.
Consultant and Cityexpressly agree thatin additionto any claims filingrequirements set forthinthe Agreement, Consultant shallbe requiredto fileany claim Consultant may have against City in strictconformance with the Government Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 Inthe event thateitherpartyfailsor refuses to perform any of the provisions of thisAgreement at the time and inthe manner required,that party shallbe deemed in DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING 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 defaultand the defaultingparty failsto give adequate assurance of due performance within two (2) calendar days after receiptof 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-defaulting party may terminate the Agreement forthwithby givingto the defaultingparty written notice thereof.
28.2 Notwithstanding the above provisions,City shallhave the right,at itssole and absolute discretionand withoutcause, 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 shallconform 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 condition contained 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.
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 construction which might otherwise apply.
29.6 Interpretation.
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 10
29.7 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Consultantand Cityand approved as to form by the CityAttorney.
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 provisions of thisAgreement shallcontinue infullforce and effect.
29.9 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmatters relatingto itand any action brought relatingto this Agreement shallbe adjudicatedin a courtof competent jurisdictionin the County of Orange, State of California.
29.10 Equal Opportunity Employment. Consultant represents that itis an equal opportunity employer and itshall not discriminate against any subcontractor,employee or applicant for employment because race, religiouscreed, 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 disputeor legalactionarisingunder thisAgreement, the prevailingpartyshallnot 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]
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page 11
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: By:
AaronC.Harp i^-(g.2.^iCjCity Attorney
Lauren Kleiman
Mayor
ATTEST;
Date:
CONSULTANT: DEREK J. MCGREGOR,
INC. doing business as (“DBA”) DMC
ENGINEERING, a Californiacorporation
Date:
By: By:
Lena Shumway
City Clerk
Derek J. McGregor
Chief Executive Officer,Chief Financial
Officer,and Secretary
[END OF SIGNATURES]
ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
Attachments:
EXHIBIT A
SCOPE OF SERVICES
DEREK J. MCGREGOR, INC. DBA DMC ENGINEERING Page A-1
SCOPE OF SERVICES
ON-CALL CIVIL-SCOPE OF SERVICES
Consultant shallprovide CivilEngineeringservicesforthe conceptual and finaldesign of a wide varietyofCitycapitalimprovement and maintenance projects.Consultant shallprovide in-house services,or capacityto subconsultant,forthe followingareas:
Provide fullplans, specifications,and estimates for a broad range of civilengineering disciplines;
Providecostestimatingand valueengineeringservices;
Providebidsupportand preparationof recorddrawings;
Provideconstructionsupport,administration,and management services; Provideconstructiontrafficcontrolconceptsand plans;
Provideproject-specificprofessionalsurveyingservices;
Review public/privatedevelopment plansand maps;
Provide regulatorypermittingsupport;
Prepare various studies and supporting documentation for,but not limitedto, hydrology and hydraulicanalysis,water and sewer studiesand network analysis; Prepare/reviewNPDES reports.Water QualityManagement Plan (WQMP), and Storm Water PollutionPrevention Plans (SWPPP);
Prepare maps and legaldescriptionsforright-of-wayacquisitionand easements; and Other engineering-relatedtasks,as necessary.
EXHIBIT B
SCHEDULE OF BILLING RATES
DEREK J, MCGREGOR, INC. DBA DMC ENGINEERING Page B-1
DMc Engineering
Civil • Surveying ■ Planning ■ Construction
Hourly Rate Schedule
(As of January 1,2025)
OFFICE PERSONNEL Cost/Hour
Principal(PR) $ 260.00
Project Manager (PM) $ 220.00
Construction Manager (CM) $ 220.00
Project Engineer (PE) $ 200.00
Project Surveyor (PS)
Senior Engineer (SE)
Associate Engineer (AE)
$ 200.00
$ 180.00
$ 160.00
$ 100.00Administration (ADMIN)
FIELD SURVEY Cost/Hour
$ 230.00Field Survey (FS)
GPS Survey (GPS) $ 250.00
Reproductions, computer plotting,copying, messenger services and other direct expenses willbe billedper our reimbursement fee schedule. No additionalcharges formileage, suppliesor telephone expenses willbe included.
NOTE:
i8 Technology Drive, Suite lOO
Telephone; (949) 753-9393
Irvine, CA 92618
TJW ENGINEERING, INC
STANDARD COMPENSATION SCHEDULE
(EffectiveJanuary 2025}
Classification Hourly Rate
$260.00
$235.00
$175.00-$200.00
$125.00-$175.00
$100.00-$150.00
$100.00-$125.00
$85.00-$125.00
$65.00 ■ $85.00
Principal
PrincipalTrafficEngineer/Planner
SeniorEngineer/Planner
Project Engineer/Planner
Asst.ProjectEngineer/Planner
Technician
Administration
Aide
9841 IrvineCenter Drive,Suite 200 | Irvine,California92618 |t:(949)878-3509 www.tjwengineering.com
Cho Design Associates, Inc.3601 W. MacArthur Blvd.,#903, Santa Ana, CA 92704 Fee Schedule
EffectiveJanuary 1,2025
PrincipalEngineer/ProjectManager $ 235.00/Hr
Project/SeniorEngineer $ 215.00/Hr
CADD Technician/Draftsperson $ 175.00/Hr
Word Processing/Clerical $ 90.00/Hr
CDA fileNo. fecsched.doc
Engineering Inc.
ElectricalEngineering & Consulting
8048 Palm Ave.
Highland, CA
92346
909.864.0223
Fax 909.864.0280
[email protected]
BillingRates EffectiveJanuary 2025
For the purposes of hourlyservicesand/or revisionsfor the basic services, the Consultant shall invoice the Clientat the followingrates:
Project Engineer/Manager
Designer
Drafting/CADD
Clerical/Delivery/Accounting
$ 240.00
$200.00
$176.00
$ 160.00
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
1. Provision of Insurance. Without limitingConsultant’s indemnificationof City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forthhere. IfConsultant uses existingcoverage to comply and thatcoverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existingcoverage.
2. Acceptable Insurers. All insurance policiesshall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance inthe State of California,with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger)in accordance with the latesteditionof Best’s Key Rating Guide, unless otherwise approved by the City’sRisk Manager.
3. Coverage Requirements.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance providing statutorybenefits and 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.
A.
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 shallcover liabilityarisingfrom bodily injury,property damage, personal and advertising injury,and liability assumed under an insured contract(includingthe tortliabilityof another assumed in a business contract).
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 C.
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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 less than one milliondollars($1,000,000) combined single limitfor each accident.
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 policyinception date, 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 required by thisAgreement.
D.
Excess/Umbrella LiabilityInsurance. Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequired by thiscontract, 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 policies maintained by the City,whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess/umbrella 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 shallrequire similarwrittenexpress waivers and insurance clauses from each of its subcontractors.
Additional Insured Status. All liabilitypoliciesincludinggeneral liability, excess/umbrella liability,and automobile liability,if required, but not includingprofessionalliability,shallprovide or be endorsed to provide that City, itsCity Council, boards and commissions, officers,agents, volunteers and employees shall be included as additionalinsureds under such policies.
B.
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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 cancellationor nonrenewal of coyerage (except for nonpayment forwhich ten (10) calendar days’ noticeis required)for each required coyerage.
5. Additional Agreements Between the Parties. The parties hereby agree to the following;
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 specifiedherein for each coyerage. All of the executed documents referenced in this Contract must be returned to Citywithinten
(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 anytime.
B. City’sRight to Reyise Requirements. The City reserves the rightat any time during the term of the Contract to change the amounts and types of insurance required by giving Consultant ninety (90) calendar days’ advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation.
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c. Right to Review Subcontracts. Consultant agrees thatupon request, all agreements with subcontractors or others with whom Consultant enters intocontractswith on behalf of Citywillbe submitted to City for review.
Failureof Cityto request copies of such agreements willnot impose any liabilityon City,or itsemployees. Consultant shallrequire and verifythat all subcontractors maintain insurance meeting allthe requirements stated herein,and Consultant shallensure that City is an additional insured on insurance required from subcontractors. ForCGL coverage, subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions.Consultant acknowledges and agrees that any actual or alleged failureon the part of City to inform Consultant of non-compliance with any requirement imposes no additionalobligationson City nor does itwaive any rightshereunder.
E. Requirements 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 feature isforpurposes of clarificationonly as itpertains to a given issue and isnot intended by any partyor insured to be allinclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Consultant maintains higher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limits maintained by the Consultant. Any available proceeds in excess of specifiedminimum limitsof insurance and coverage shall be available to the City.
F. Self-Insured Retentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto require that self- insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurancewillnot be considered to comply with these 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 not the 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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