ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH PROACTIVE ENGINEERING CONSULTANTS, INC. DBA Q3 CONSULTING
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 Californiamunicipal corporation and charter city (“City”),and PROACTIVE ENGINEERING CONSULTANTS, INC. DBA 03 CONSULTING, a Californiacorporation (“Consultant”),whose address is 200 S. Main Street, Suite 300, Corona CA 92882, and ismade with referenceto the following:
RECITALS
City isa municipal corporation duly organized and validlyexistingunder the laws of the State of Californiawith the power to carry on itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
A.
City desires to engage Consultant to provide on-callcivilengineering consulting services (“Project”).
B.
Consultant possesses the skill,experience, ability,background, certificationand knowledge to provide the professional servicesdescribed 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.
C.
D.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shallcommence 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-callservices described in the Scope of Services attached hereto as ExhibitA and incorporated herein by reference (“Services” or “Work”). Upon writtenrequest from the ProjectAdministratoras defined herein.
Consultantshallprovidea letterproposalforServices requested by the City (hereinafter referredto as the “LetterProposal”).The LetterProposal shallincludethe following:
2.1.1 A detaileddescriptionof the Services to be provided;
2.1 Attachment C
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 to finishthe specificproject.
No Services shallbe provided untilthe Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligentlyperform the duties inthe approved LetterProposal.
2.2 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 failure by Consultant to strictlyadhere to the schedule set forthin ExhibitA and the LetterProposal, ifany, or perform the Services in a diligentand timely manner 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 notice withintwo (2) calendar days of the occurrence causing the delay to the other party so that alldelays can be addressed.
3.2 Consultant shallsubmit allrequests for extensions of time forperformance in writingto the ProjectAdministrator as defined herein not laterthan ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review allsuch requests and may grant reasonable time extensions for unforeseeable delays thatare beyond Consultant’scontrol.
3.3 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.
3.4 4. COMPENSATION TO CONSULTANT
City shallpay Consultant forthe 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 Exhibit B 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 withoutthe priorwrittenapproval of City.
4.1
4.2 Upon the firstanniversary of the EffectiveDate and upon each anniversary of the EffectiveDate thereafter,the billingrates set for in ExhibitB (“BillingRates”) shall be adjusted by a fixed amount of three percent (3%) of the BillingRates in effect immediately preceding such adjustment.
4.3 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 briefdescriptionof the 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.
4.4 Cityshallreimburse Consultant only forthose costs or expenses specifically identifiedin ExhibitB to thisAgreement and the LetterProposal or specificallyapproved inwritingInadvance by City.
Consultant shall not receive any compensation for Extra Work performed without the priorwrittenauthorizationof City. As used herein, “Extra Work” means any Work that isdetermined by City to 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.
4.5 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 Remi Candaele to be its Project 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.
5.1 Consultant, at the sole discretionof City,shallremove from the Project any 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 inspection services forCity,the Project Manager and any other assigned staffshallbe equipped with a cellularphone to communicate with City staff.The ProjectManager’s cellularphone number shallbe provided to City.
5.2 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 ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page 3 authorityto act forCity under thisAgreement. The ProjectAdministratorshallrepresent City in allmatters pertainingto the Services to be rendered pursuant to thisAgreement.
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provideaccess to and upon requestof Consultant,one copy of allexisting relevantinformationon fileat City. Citywillprovideallsuch materialsina timely manner so as not to cause delays in Consultant’s Work schedule.
8. STANDARD OF CARE
Allof the Services shallbe performed by Consultantor under Consultant’s supervision.Consultant 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, shallobtain, 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 legallyrequired of Consultant to practiceitsprofession. Consultant shallmaintain a City of Newport Beach business licenseduringthe term of thisAgreement.
Consultant shall not be responsible for delay, nor shall Consultant be responsible fordamages 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.
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 of the Consultant or itsprincipals,officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone
9.1 ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page 4 employed directlyor indirectlyby any ofthem or forwhose acts they may be liable,or any or all of them.
Notwithstandingthe 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 thisindemnityshallbe 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 policy limitsdo 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 is not an agent or employee of City. The manner and means of conducting the Work are under the controlof Consultant, except to the extent they are limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civil service status or other rightof employment shallaccrue to Consultant or itsemployees.
Nothing inthisAgreement shallbe deemed to constituteapproval forConsultant or any of Consultant’semployees 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 that Consultant shallfollow the desires of City with respect to the resultsof the Services.
11. COOPERATION
Consultant agrees to work closelyand cooperate fullywith City’s designated ProjectAdministratorand any other agencies thatmay have jurisdictionor interestinthe Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shalldiscuss and review allmatters relatingto policy and Project directionwith City’sProjectAdministratorinadvance of allcriticaldecision points inorder to ensure the Project proceeds in a manner consistent with Citygoals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project,activitiesperformed and planned, and any meetings that have been scheduled or are desired.
Proactive Engineering Consultants, Inc.dba Q3 Consulting Page 5
14. INSURANCE
Without limitingConsultant’sindemnificationof City,and priorto commencement of Work, Consultant shallobtain,provideand maintain at itsown expense during the term of thisAgreement or forother periods as specifiedinthisAgreement, policiesof insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as ExhibitC, and incorporatedherein 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 withoutthe priorwrittenapproval of City.Any of the followingshallbe construed as an assignment: The sale,assignment, transferor other dispositionof any of the issued and outstandingcapitalstock of Consultant,or of the interestof any general partneror jointventureror syndicate member or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shall resultin changing the control of Consultant. Controlmeans fiftypercent(50%) or more of the votingpower or twenty-five percent (25%) or more of the assets of the corporation,partnership or joint-venture.
16. SUBCONTRACTING
The subcontractorsauthorized by City,ifany, to perform Work on thisProjectare identifiedin ExhibitA and the LetterProposal. 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 partof Cityto pay or to see to the payment of any monies due to any such subcontractorother than as otherwise required by law. City is an intended beneficiaryof any Work performed by the subcontractorfor purposes of establishinga duty of care between the subcontractorand City.Except as specificallyauthorized herein, the Services to be provided under this Agreement shallnot 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,allmaterialposted in cyberspace by Consultant, itsofficers, employees, agents and subcontractors, in the course of implementing thisAgreement, shallbecome the exclusiveproperty 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, includingalllogins and password informationto City upon priorwrittenrequest.
ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page 6
17.2 Documents, includingdrawings and specifications,prepared by Consultant pursuant to thisAgreement are not intended or represented to be suitablefor reuse by City or others on any other project.Any use of completed Documents forother 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 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 deliveredto City shall include the professionalstamp of the engineer or architectin charge of or responsible for the Work. City agrees that Consultant shallnot be liablefor 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. 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 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 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 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 Cityexpressly authorizes inwritingthe release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City,itsagents, officers,representatives and employees against any and ailliability,includingcosts, for infringement or alleged infringementof any United States’letterspatent,trademark, or copyright,includingcosts, contained inConsultant’s Documents provided under thisAgreement.
Proactive Engineering Consultants, Inc.dba Q3 Consulting 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 inspectionof allWork, 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 Consultantofany disputedsums until satisfaction of the disputewith respectto such payment. Such withholdingshall not be deemed to constitutea failureto pay according to the terms of thisAgreement. Consultant shallnot discontinueWork as a resultof such withholding.Consultantshall 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 thatCity 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 resultinexpense 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 inthisSection isintended to limitCity’srightsunder the law or any other sections of thisAgreement.
CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS24.
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 interestthat 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.
Proactive Engineering Consultants, Inc.dba Q3 Consulting Page 8
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 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
26.1 All notices, demands, requests or approvals, including any change in mailingaddress,to be given under the terms ofthisAgreement shallbe given inwriting, and conclusivelyshallbe deemed served when deliveredpersonally,or on the third business day afterthe depositthereofinthe UnitedStates 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:
Attn: Director of Public Works
Public Works Department
Cityof 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:John McCarthy
ProactiveEngineeringConsultants,Inc.
200 S. Main Street, Suite 300
Corona, CA 92882
27. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment underthisAgreement,Consultantshallsubmit to City,inwriting, allclaims for compensation under or arisingout of this Agreement. Consultant’s acceptance ofthe 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 againstCityinstrictconformancewiththeGovernment Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 Inthe event thateitherpartyfailsor refusesto perform any ofthe provisions ofthisAgreement atthetimeand inthe manner required,that party shallbe deemed in
defaultinthe performance of thisAgreement. Ifsuch default isnot cured within a period of two (2) calendar days, or ifmore than two (2) calendar days are reasonably required to cure the default and the defaulting party failsto give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and 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 writtennoticethereof.
28.2 Notwithstanding the above provisions, City shall have the right,at itssole and absolute discretion and without cause, of terminating thisAgreement 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 incurred up to the effective date of termination for which Consultant has not been previously paid. 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 all Laws. Consultant shall, at itsown cost and expense, comply with allstatutes,ordinances, regulations and 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 ProjectAdministrator and 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 ofwhatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shallbe held to vary the provisionsherein.
29.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistenciesbetween 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 ruleof construction which 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 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 dispute or legalaction arisingunder thisAgreement, the prevailingparty shallnot be entitledto attorneys’fees.
This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an originaland allof which together shall constituteone (1) and the same instrument.
29.12 Counterparts.
[SIGNATURES ON NEXT PAGE]
Proactive Engineering Consultants, Inc.dba Q3 Consulting 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 ix- t5 OJ^City Attorney
Lauren Kleiman
Mayor
ATTEST:
Date:
CONSULTANT: PROACTIVE
ENGINEERING CONSULTANTS, INC.
DBA Q3 CONSULTING, a California
corporation
Date:
By: By:
Lena Shumway
City Clerk
John McCarthy
Secretary
Date:
By:
Thomas Ryan
Principal
[END OF SIGNATURES]
Attachments: ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
Proactive Engineering Consuitants,Inc.dba Q3 Consulting Page 12
EXHIBIT A
SCOPE OF SERVICES
Proactive Engineering Consultants, Inc.dba Q3 Consulting Page A-1
SCOPE OF SERVICES
ON-CALL CIVIL - SCOPE OF SERVICES
Consultant shallprovide CivilEngineeringservicesforthe conceptual and finaldesign of a wide varietyof Citycapitalimprovement 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;
Provide cost estimating and value engineering services; Providebid support and preparationof record drawings;
Provideconstructionsupport,administration,and management services; Provide constructiontrafficcontrolconcepts and plans;
Provideproject-specificprofessionalsurveyingservices;
Review public/privatedevelopment plansand maps;
Provide regulatorypermitting support;
Prepare variousstudiesand supportingdocumentationfor,but not limited to, hydrology and hydraulicanalysis,water and sewer studiesand network analysis; Prepare/reviewNPDES reports.Water QualityManagement Plan (WQMP), and Storm Water PollutionPrevention Plans (SWPPP);
Preparemaps and legaldescriptionsforright-of-wayacquisitionand easements; and Other engineering-relatedtasksas necessary.
EXHIBIT B
SCHEDULE OF BILLING RATES
ProactiveEngineeringConsultants,Inc.dba Q3 Consulting Page B-1 Fee Schedule
RFQ No. 26-13
Professional CivilEngineering Services
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October 23, 2025
Submitted to Submitted by
PROACTIVEENGINEERING CONSULTANTS
Consulting
FEE SCHEDULE
January 1,2025 through December 31, 2025
Compensation for work performed on a time and materialsbasiswillbe computed as follows:
MANAGEMENT HOURLY RATE
CONSTRUaiON SUPPORT
Principal
Director
Associate
Sr.ProjectManager, Sr.Technical Manager
ProjectManager
$280.00
..255.00
..253.00
..253.00
..231.00
Principal
Sr.ProjectManager, Sr.Technical Manager
Project Manager
FieldEngineer
Administration
$267.00
.212.00
,.195.00
,.190.00
...89.00
CIVIL ENGINEERING SERVICES
Senior ProjectEngineer
Project Engineer
Senior Designer
Designer
Engineer
Design Engineer, Design Technician
CAD Technician,Design Engineer Technician
ProjectTechnician/ProjectCoordinator
Engineering Technician
Administration
Engineering Intern
$230.00
..210.00
..205.00
..193.00
..188.00
..165.00
..139.00
..127.00
..121.00
..107.00
....92.00
ESCALATION
Rates shown are applicableonlyforservicesprovided
during the 2025 calendar year. Rates forservices
provided insubsequent years are subjectto an annual
increaseof 3% effectiveeach January 1'^
Allexpert fees and overtime fees shallbe approved in
writingby the Citypriorto being incurred.
SURVEY AND MAPPING SERVICES
FieldSupervisor
Project Surveyor....
GIS Specialist
Survey Analyst
Three Person Crew
Two Person Crew..
One Person Crew...
$212.00
..186.00
..171.00
..132.00
..335.00
-.285.00
..205.00
NOTE; FOR SURVEY WORK REQUIRING PREVAILING
WAGE
Three Person Crew
Two Person Crew..
One Person Crew...
$395.00
..336.00
..215.00
SPECIAL SERVICES
$520.00ConsultationRe: Litigation
DRY UTILITY SERVICES
$245.00
..200.00
..188.00
..165.00
..115.00
..103.00
....92.00
....89.00
Principal
Sr.Project Manager, Sr.Technical Manager
Project Manager
Senior Designer
Project Coordinator
CAD Technician
Assistant Project Coordinator
Administration
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N2W Engineering,Inc.
Time and Materials Rate Schedule
January 2025
Technical Experts and Practice Leaders Unit Rate
TechnicalAdvisor and Technical Expert $305Per Hour
PrincipalEngineer and Executive Director $295Per Hour
Vice Presidentand Managing Director $290Per Hour
Engineering and Project Management Unit Rate
Senior Project Manager $285Per Hour
Project Manager and Senior Engineer $260Per Hour
Deputy Project Manager and Project Engineer III $235Per Hour Project Engineer II $220Per Hour
Project Engineer I $210Per Hour
StaffEngineer III $205Per Hour
StaffEngineer II $200Per Hour
StaffEngineer I $190Per Hour
Engineering Associate $175Per Hour
Operations and Maintenance Unit Rate
Operation Manager $185Per Hour
$150Senior Operator Per Hour
$140Operator II Per Hour
$130Operator I Per Hour
$90Operator inTraining Per Hour
Maintenance and Repair Manager $185Per Hour
$150Maintenance and RepaIrTechnician li Per Hour
Maintenance and RepaIrTechnician I $130Per Hour
Installation and Construction Unit Rate
Installation& ConstructionManager $215Per Hour
Installation& ConstructionSuperintendent $195Per Hour
Installation & Construction Foreman $140Per Hour
Technical Support and Administrative Unit Rate
Sr.CAD Designer $175Per Hour
$140CAD Designer Per Hour
Project Coordinator $125Per Hour
ProjectAdministrator $105Per Hour
Other Expenses Unit Rate
$0.75VehicleMileage Per Mile
$155N2W Truck Use {minimum YzDay) Per Day
$310Travel Per Diem Per Day
Subcontractor and Material Markup 15
Notes;
Per diem includes meals, lodging and incidentals;but does not include transportation related expenses. Rates for other equipment not noted to be negotiated and provided upon request.
Allexpert fees and overtime fees shallbe approved in writing by the Citypriorto being incurred.
Competition Sensitiveand Corporate ConfidentialMaterial Rende Consulting Group
Hourly Rate Schedule
City of Newport Beach, CA
On-Call Professional CivilEngineering Services
RFP No. 26-13
Professional Personnel Hourly Rate
$ 200.00
$ 180.00
$ 160.00
PrincipalEngineer
Senior Engineer..
Project Engineer..
Support Hourly Rate
$ 150.00CADD Technician
Notes:
Rates shown are applicableonly forservicesprovided during the 2025 calendar year.
Allexpert fees and overtime fees shallbe approved in writingby the City priorto being incurred. 2243 1 Antonio Parkway ' Suite B1&a-47a • Rancho Santa (vIargarita • CA • 92688 • 949-713-67SC •
PRcmrivEENGINEERING CONSULTANTS
27051 Towne Centre Drive, Suite 270
FoothillRanch, CA 92610
(949) 259.64411 ProactiveEnglneering.net
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 itsown expense during the term of this Contract, policiesof insurance of the type and amounts described below and in a 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.
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 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 liabilityarising from 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 ProactiveEngineering Consultants,Inc.dba Q3 Consulting 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 less than 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 beforethe EffectiveDate ofthisAgreement and Consultant agrees to maintain continuous coverage through a period no less than three years aftercompletion of the Services required by thisAgreement.
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-contributory insurance 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 shall require similarwrittenexpress waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. Ailliabilitypoliciesincludinggeneral 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 additional insureds under such policies.
ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page C-2 c. Primary and Non-Contributory. Consultant’s insurance coyerage shall be primaryinsuranceand/orthe primarysource ofrecoyerywith respect to the City,itsCity Council, boards and commissions, officers,agents, yolunteersand employees. Allliabilitycoyerage shallapply on a primary basis and shallnot requirecontributionfrom any insurance or self- insurance maintained by City.
D. Notice of Cancellation.All policiesshallproyide City with thirty(30) calendar days’ notice of cancellation or nonrenewal of coyerage (except fornonpayment forwhich ten (10)calendar days’ noticeis required)for each required coyerage.
5. AdditionalAgreements Between the Parties. The partieshereby agree to the following:
A. Eyidence of Insurance.Consultantshallproyidecertificatesof insurance to Cityas eyidence of the insurance coyerage requiredherein, along with a waiyer of subrogation endorsement forworkers’ compensation and other endorsements as specifiedherein for each coyerage. Allof the executed documents referenced in this Contract must be returned to City withinten
(10) regularCitybusiness 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 Cityat 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 leastfifteen(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.
City’sRightto Reyise Requirements. The Cityreseryes 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 renegotiateConsultant'scompensation.
B.
Proactiye Engineering Consultants,Inc.dba Q3 Consulting Page C-3 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 Cityforreview.
Failureof Cityto requestcopies ofsuch 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 Cityis an additional insured on insurance requiredfrom subcontractors.For CGL coverage, subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions.Consultantacknowledges and agrees that any actual or alleged failureon the part of City to inform Consultant of non-compliance with any requirement imposes no additionalobligationson Citynor does itwaive any rightshereunder.
E. Requirements not Limiting.Requirements ofspecificcoverage 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 isfor purposes of clarificationonly as itpertains to a given issue and isnot intended by any partyor insuredto 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-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 considered to 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 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.
ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page C-4 H. Timely Notice of Claims. Consultant shallgive Cityprompt 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.
I. Consultant’sInsurance. 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.
ProactiveEngineering Consultants,Inc.dba Q3 Consulting Page C-5