HomeMy WebLinkAboutC-7690-1 - M/RSA for Project 310-Buck Gully Illegal Trail Restoration and MaintenanceJ
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AMENDMENT NO. ONE TO
MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH IRVINE RANCH CONSERVANCY FOR
PROJECT 310 — BUCK GULLY ILLEGAL TRAIL RESTORATION AND
MAINTENANCE
THIS AMENDMENT NO. ONE TO MAINTENANCE/REPAIR SERVICES
AGREEMENT ("Amendment No. One") is made and entered into as of this 22nd day of
August, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and IRVINE RANCH
CONSERVANCY, a California corporation ("Contractor"), whose address is 4727 Portola
Parkway, Irvine, California 92620, and is made with reference to the following:
RECITALS
A. On July 1, 2019, City and Contractor entered into a Maintenance/Repair Services
Agreement ("Agreement") to perform maintenance and/or repair services for City
("Project").
B. The Project was scheduled for completion in June 2024 but has been delayed due
to coronavirus pandemic lockdowns and restrictions and the rainy season. It is also
necessary to amend the Scope of Services to include additional habitat restoration
needs that have been identified at the site. Accordingly, the Project's schedule will
be extended by four years and the Scope of Services revised to reflect the
additional Work and the outstanding items.
C. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to June 30, 2028, revise the Scope of Services and revise the Schedule
of Billing Rates.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2028, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement is amended to include the revised Scope of Services,
which reflects the Work items remaining from the original Scope of Services and the
additional habitat restoration needs, which is shown in Exhibit A attached hereto and
incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and
Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City
may elect to delete certain Services within the Scope of Services at its sole discretion.
3. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement is amended to include the revised Schedule of Billing
Rates, which reflects the compensation for the outstanding and amended Work, as
attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to the
Agreement and Exhibit B to this Amendment No. One shall collectively be known as
"Exhibit B."
Consultant's compensation for the outstanding and amended Services, including
all reimbursable items and subconsultant fees, shall not exceed Ninety -Five Thousand
Three Hundred Fifty Five Dollars and 00/100 ($95,355). Consultant's maximum total
compensation for the performance of Services under the Agreement and this Amendment
No. One, including all reimbursable items and subconsultant fees, shall remain
unchanged at the not to exceed amount of One Hundred Twenty Thousand Dollars
and 00/100 ($120,000.00).
4. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
5. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Irvine Ranch Conservancy Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 6-7-2-5
By: -, Z-7�
Aar n C.// rp rr z3 W�
y Atto(ne
ATTEST:
Date: Q. (P. � 7,�
By:
i
4*�I:: %Lull
Brown
City Clerk
01
0
CITY OF NEWPORT BEACH,
a California m nicipal corporation
Date: I 1 I120 2 3
By:
_ &
City Max ager
Gra�K. Leung
CONTRACTOR: Irvine Ranch
Conservancy, a California corporation
Date:
Signed in Counterpart
Bv:
Michael O'Connell
Chief Executive Officer
Date:
Signed in Counterpart
By:
Nikki Buffa
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Irvine Ranch Conservancy Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 8 - 7. 23
By:
Aar n C. arp 1 23 vr�
giJ Attorne
ATTEST:
Date:
Lan
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
City Manager
Grace K. Leung
CONTRACTOR: Irvine Ranch
Conservancy, a California corporation
Date:'/�3/��]
By:
Michael O'Connell
Chief Executive Officer
Date: V1112,3
By:
Nikki Buffa
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Irvine Ranch Conservancy Page 3
EXHIBIT
SCOPE OF SERVICES
Irvine Ranch Conservancy Page A-1
EXHIBIT B
SCHEDULE OF BILLING RATES
Irvine Ranch Conservancy Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL
SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City,
and prior to commencement of Work, Contractor shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Contractor agrees to provide insurance in accordance with
requirements set forth here. If Contractor uses existing coverage to comply
and that coverage does not meet these requirements, Contractor agrees to
amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Contractor shall maintain commercial
general liability insurance and, if necessary, 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 one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising
injury, and liability assumed under an insured contract (including the tort
liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Irvine Ranch Conservancy Page C-1
Agreement, including coverage for any owned, hired, non -owned or
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers and employees or shall specifically allow Contractor or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Contractor hereby waives
its own right of recovery against City, and shall require similar written
express waivers from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability,
and automobile liability, if required, shall provide or be endorsed to
provide that City, its City Council, boards and commissions, officers,
agents, volunteers and employees shall be included as insureds under
such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which
ten (10) calendar days notice is required) or nonrenewal of coverage for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk
Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of
this Agreement. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. At least fifteen (15) days prior to the expiration
of any such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the City. If
Irvine Ranch Conservancy Page C-2
such coverage is cancelled or reduced, Contractor shall, within ten (10)
days after receipt of written notice of such cancellation or reduction of
coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through
another insurance company or companies. City reserves the right to
require complete, certified copies of all required insurance policies, at
any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days
advance written notice of such change. If such change results in
substantial additional cost to Contractor, City and Contractor may
renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Contractor shall require and verify that
all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall
be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
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Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Contractor or reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Contractor's Insurance. Contractor shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
Irvine Ranch Conservancy Page C-4
Name: Irvine Ranch Conservancy R
Accnunt Number FV00001038
Address? 4227 Portcla Parkway, Irvine, CA, 92620
Status Referral
Compliant wrlh Waived Deficienaes.
O
MAINTENANCE/REPAIR SERVICES AGREEMENT
-9 WITH IRVINE RANCH CONSERVANCY FOR
PROJECT 310 - BUCK GULLY ILLEGAL TRAIL RESTORATION AND
U MAINTENANCE
THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made
and entered into as of this 1st day of July, 2019 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and Irvine Ranch Conservancy, a California corporation ("Contractor'), whose address is
4727 Portola Parkway, Irvine, California 92620, 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 Contractor to perform maintenance and/or repair services
for City ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by City for the Project, is familiar with all
conditions relevant to the performance of services,, and has committed to perform
all work required for the compensation specified 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 June 30, 2024, unless terminated earlier as set forth herein.
SERVICES TO BE PERFORMED
2.1 Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). As a material inducement to City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and Contractor is
experienced in performing the Work contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow community professional standards
with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances, in performing
the Work required hereunder, and that all materials will be of good quality.
2.2 Contractor shall perform all Work required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and
all utility and transportation services necessary for the Project.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Contractor shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Contractor to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by fax, hand -
delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Except as
otherwise provided herein, no rate changes shall be made during the term of this
Agreement without the prior written approval of City. As full compensation for the
performance and completion of the Project, City shall pay to Contractor and Contractor
accepts as full payment the sum of One Hundred Ten Thousand Three Hundred Eight
Dollars and 30/100 ($110,308.30). Additionally, the City has allocated a contingency
amount of Nine Thousand Six Hundred Ninety One Dollars and 70/100 ($9,691.70)
for unexpected costs, for a total not to exceed amount of One Hundred Twenty
Thousand Dollars and 00/100 ($120,000.00). No portion of the contingency shall be
expended without prior written approval of City's Project Administrator.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date
the Services were performed, the number of hours spent on all Work billed on an hourly
Irvine Ranch Conservancy Page 2
basis, and a description of any reimbursable expenditures. City shall pay Contractor no
later than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement, or specifically approved in writing in advance by
City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the 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 Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Adam Maywhort to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Recreation & Senior Services
Department. City's Recreation & Senior Services Director or designee shall be the
Project Administrator and shall have the authority to act for City under this Agreement.
The Project Administrator shall represent City in all matters pertaining to the Services to
be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing by
the Project Administrator.
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8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Agreement, and that it will perform all Services in a manner
commensurate with community professional standards and with the ordinary degree of
skill and care that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances. All Services shall be performed by qualified and
experienced personnel who are not employed by City. By delivery of completed Work,
Contractor certifies that the Work conforms to the requirements of this Agreement, all
applicable federal, state and local laws and legally recognized professional standards.
8.3 Contractor represents and warrants to City that it has, shall obtain and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss
or damage to any of the materials or other things used or employed in performing the
Project or for injury to or death of any person as a result of Contractor's performance of
the Services required hereunder; or for damage to property from any cause arising from
the performance of the Project and/or Services by Contractor, or its subcontractors, or its
workers, or anyone employed by either of them.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractor's Work on the Project and/or
Services, or the Work of any subcontractor or supplier selected by Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (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"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
Irvine Ranch Conservancy Page 4
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Contractor.
9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall be liable for any private or public property damaged during the
performance of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. No civil service
status or other right of employment shall accrue to Contractor or its employees. Nothing
in this Agreement shall be deemed to constitute approval for Contractor or any of
Contractor's employees or agents, to be the agents or employees of City. Contractor
shall have the responsibility for and control over the means of performing the Work,
provided that Contractor is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Contractor as to the details
of the performance of the Work or to exercise a measure of control over Contractor shall
mean only that Contractor shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with Contractor on the Project.
Irvine Ranch Conservancy Page 5
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
iLtlt:t+3i17_1.L�
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PREVAILING WAGES
15.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays and overtime Work for each craft or type of workman needed to execute the
Work contemplated under the Agreement shall be paid to all workmen employed on the
Work to be done according to the Agreement by the Contractor and any subcontractor.
In accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and requesting
one from the Department of Industrial Relations. The Contractor is required to obtain the
wage determinations from the Department of Industrial Relations and post at the job site
the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
15.2 Unless otherwise exempt by law, Contractor warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently
registered and qualified to perform public work. Contractor further warrants that it is
currently registered and qualified to perform "public work" pursuant to California Labor
Code section 1725.5 or any successor statute thereto and that no contractor or
subcontractor will engage in the performance of the Services unless currently registered
and qualified to perform public work.
16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
Irvine Ranch Conservancy Page 6
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Contractor, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or
joint -venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
17. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on 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 specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
18. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Contractor or any
other party. Contractor shall, at Contractor's expense, provide such Documents to City
upon prior written request.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Contractor
under this Agreement. All such records and invoices shall be clearly identifiable.
Contractor shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Contractor 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 final payment to Contractor
under this Agreement.
Irvine Ranch Conservancy Page 7
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seg., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
23.2 If subject to the Act and/or Government Code §§ 1090 et seg., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Contractor shall
indemnify and hold harmless City for any and all claims for damages resulting from
Contractor's violation of this Section.
24. NOTICES
24.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
24.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Recreation & Senior Services Department
Recreation & Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Irvine Ranch Conservancy Page 8
Attn: Executive Director
Irvine Ranch Conservancy
4227 Portola Parkway
Irvine, CA 92620
25. CLAIMS
25.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Contractor shall submit to City,
in writing, all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for payment.
Contractor and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Contractor shall be required to file any claim Contractor may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25.2 To the extent that Contractor's claim is a "Claim" as defined in Public
Contract Code section 9204 or any successor statute thereto, the Parties agree to follow
the dispute resolution process set forth therein. Any part of such "Claim" remaining in
dispute after completion of the dispute resolution process provided for in Public Contract
Code section 9204 or any successor statute thereto shall be subject to the Government
Claims Act requirements requiring Contractor/Consultant to file a claim in strict
conformance with the Government Claims Act. To the extent that Contractor's claim is
not a "Claim" as defined in Public Contract Code section 9204 or any successor statute
thereto, Contractor shall be required to file such claim with the City in strict conformance
with the Government Claims Act (Government Code sections 900 et seq.).
26. TERMINATION
26.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to 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
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
26.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination, Contractor
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
Irvine Ranch Conservancy Page 9
27. LABOR
27.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor Standards
Act ("FLSA") (29 USCA § 201, et seq.).
27.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
27.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend,
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees from loss or damage, including but not limited to attorneys'
fees, and other costs of defense by reason of actual or alleged violations of any applicable
federal, state and local labor laws or law, rules, and/or regulations. This obligation shall
survive the expiration and/or termination of the Agreement.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party 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.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 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
Irvine Ranch Conservancy Page 10
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Irvine Ranch Conservancy Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 8 Iq 2olq
By: (X t
f;,,, -:Aaron C. Harp
City Attorney
ATTEST: /
Date:
By: Alw
Leilani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California munici al corporation
Date: 16 2 lot
By:
Gr c K. Leung
C' Manager
CONTRACTOR: Irvine Ranch
Conservancy, a California corporation
Date: Cq. 1�1 S-. 1 `\
By:
Michael O'Connell
Chief Executive Officer
Date: Ci -as-,
By:
Christ pher Garrett
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing RateE
Exhibit C — Insurance Requirements
Irvine Ranch Conservancy Page 12
EXHIBIT A
SCOPE OF SERVICES
Irvine Ranch Conservancy Page A-1
Buck Gully Reserve
Unauthorized Trail Mitigation, Project 310 (144 Isabella Terrace)
Erosion Control, Human Access Monitoring, Restoration Implementation & Monitoring, and BMP's.
Prepared by:
Irvine Ranch Conservancy
4727 Portola Parkway
Irvine, CA 92620
Project Summary:
This restoration plan summarizes suggested restoration activities associated with a .5 -acre illegal trail cut within
the Buck Gully Reserve area. The project is suggested to take place over a five-year timeline, with a potential
start date of November 2019 and project completion date of June 2023.
Suggested restoration goals for this project include a) establishing native cover within the impacted area as
quickly as possible to minimize the potential for non-native weed invasion and erosion. b) installing annual
native forb species to replenish the potentially disturbed seed bank c) establishing percent native cover that
reflects intact adjacent coastal sage scrub vegetation. Restoration activities will include planting native species
via container plants, seeding annual (orbs via direct seeding, watering container plants as needed, and
maintaining the site free of weeds.
Project Schedule Access Management & Erosion Control:
Temporary fencing, signage, and camera installation for human access management and time-lapse
restoration/recovery documentation could begin as early as June/July 2019 upon agency approvals.
Temporary fencing (60" in height) to include four 6" peeler poles in natural soil (no -concrete foundations), with
five strands of barbless wire. Fence to be installed parallel to the Buck Gully Trail, sufficient in length to deter
unauthorized access around the fence.
Fence to incorporate a lockable gate, to allow access for restoration and monitoring activities.
Erosion control measures to consist of surface soil work to return the non -authorized trail as close as possible to
the pre -condition natural topography. This work to be performed only within the existing disturbed tread, with
no impact to adjacent vegetation.
Natural surface drains and straw wattles to be incorporated where appropriate, to eliminate channelization of
water.
Jute mesh with soil staples to be incorporated at the large down-slope areas that were denuded of vegetation
through the unauthorized removals.
Project Schedule Restoration:
Native container plant establishment could begin as soon as December 2019. Remedial planting would take
place December of 2020 (as needed). Direct seeding of annual forbs into interstitial space between container
plantings would take place in December 2020. Maintenance will include watering of container plants (as
needed) in project years 1&2 and weed control in years 1-5. Maintenance activities are expected to be
moderate to high during the first two years of the project cycle and decrease over the last 3 years. Plant
establishment and weed presence will be assessed qualitatively over the five-year period and management
activities will be adapted when necessary based on observations. The Conservancy will be prepared to conduct
quantitative monitoring if requested to by the City. Cost estimates for all activities are included in Table 3. A
complete restoration plan and budget would be prepared and submitted at the City's request once the
restoration goals for this project have been finalized.
Table 1— Project Schedule Restoration
Plant Establishment Period and Maintenance:
Installation of Container Plants:
Container plants and plant protectors will be installed throughout the polygon to vegetate these areas quickly
and reduce the potential for weed invasion and erosion. These will be plant species that were removed during
the illegal activity and will be representative of the adjacent vegetation. A projected plant palette of container
plants is provided in table 2.
Table 2: Container planting palette — note that species list is subject to change once a more comprehensive
assessment of adjacent vegetation is complete.
Year
Year
Year
Year
Year
(2019/20)
(2020/21)
(2021/22)
(2022/23)
(2023/24)
Planting
X
(X) remedial
Artemisia californica
750
1 gallon
Seeding
X
Baccharis pllularis
150
1 gallon
Maintenance
X
X
X
X
X
Vegetation
Monitoring
(qualitative)
XX
Perennial
X
X
X
Plant Establishment Period and Maintenance:
Installation of Container Plants:
Container plants and plant protectors will be installed throughout the polygon to vegetate these areas quickly
and reduce the potential for weed invasion and erosion. These will be plant species that were removed during
the illegal activity and will be representative of the adjacent vegetation. A projected plant palette of container
plants is provided in table 2.
Table 2: Container planting palette — note that species list is subject to change once a more comprehensive
assessment of adjacent vegetation is complete.
s
Type
Species
# plants
Container
size
Perennial
Artemisia californica
750
1 gallon
Perennial
Baccharis pllularis
150
1 gallon
(CSS;0�5
Perennial
Heteromeles arbutifolia
25
1 gallon
Perennial
Rhus integrifolia
50
1 gallon
Perennial
Salvia mellifera
175
1 gallon
Perennial
Sambucus nigra
25
1 gallon
1175
Remedial Planting
Establishment in year one of planting will depend on several external factors, most notably of which are
temperature, rainfall, and the volume of weed seed recruiting from the disturbed soil. The Conservancy will be
prepared to re -plant up to 30% of the area the following year in the event of failure in year one.
Seeding:
In orderto replenish the disturbed seed bank, the Conservancy will be prepared to broadcast annual forb seed
into established shrub areas in year 2. This will increase the overall diversity of the restored community.
Seeding palette: TBD —will consist of a relatively diverse and site-specific seed mix with a total seeding rate of
no more than 10 pure live seed lbs. per acre.
Maintenance:
Active maintenance of the restoration project site will begin during the first year of planting and will continue
for a total of five years. Maintenance methods and timing will be adaptive. Early -season herbicide applications
will be used in the first two years when possible, followed with additional weeding by hand. Maintenance
techniques will be dictated by field conditions on an ongoing basis.
Container plants will be watered by hand. The Conservancy will require access to a City water supply (i.e.:
hydrant or otherwise) or parking location for specialized water trailer. Plants will be watered approximately
every 4 weeks unless significant soil moisture is present in the root zone. Supplemental watering will continue
until the first significant rains of the following season or until plants are sufficiently established.
Measures to Minimize Impacts to Nesting Birds
Proposed project activities will occur outside of the avian breeding season as much as possible in order to avoid
disturbance to breeding birds or destruction of the nest or eggs. The nesting season is February 15 —July 15 for
upland habitat as per the NCCP. When avoidance of the avian breeding season is not feasible, Conservancy staff
will conduct pre -work surveys and will only engage in activities which are have a low potential for disturbance
(etc. hand weeding, spot spraying, etc.).
The Conservancy currently oversees avian surveys for sensitive species through its Management Agreement
with the City of Newport Beach. This data will be used to inform management activities.
Monitoring:
The Conservancy will conduct qualitative surveys of native and non-native cover on a quarterly basis and be
prepared to conduct annual quantitative surveys at the Citys request. A more detailed monitoring approach will
be forthcoming, once project goals have been formalized by the City.
Monitoring will include bi-weekly camera data collection for human access management. Time -Lapse camera
documentation will be implemented to document the project over the five-year restoration & monitoring
period.
EXHIBIT B
SCHEDULE OF BILLING RATES
Irvine Ranch Conservancy Page B-1
Irvine Ranch Conservancy
Buck Gully - Project 310 Estimate
(144 Isabella Terrace, CDM)
Position
Hourly
Rete
Landscape Maintenance Laborer
$23.29
Fence Builder
$46.66
Landscape Operating Engineer
$56.83
Supervision/Project Management
$66.94
Fencing and Signage (year 1)
Total
Peeler Poles
163.25
T -Posts
96.90
Smooth Wire
141.00
Lock & Chain
23.31
Signage
110.60
Labor
.,-,I 1„
FENCING & SIGNAGE TOTAL
Erosion & Sediment Control (year 1) Total
Straw Wattles & Nails 300.50
Jute Mesh 137.69
Excavation & Erosion Control Labor 3,311.20
EROSION&SEDIMENTCONTROLTOTAL 3.74939
Access Camera Monitoring (year 1 - 5) Tota
Labor -Collection & Data Retention 11,178.00
ACCESS CAMERA MONITORING TOTAL 11.178.00
Restoration & Maintenance (year 1 - 5) Total
Plants - 1175 1 -gallon - 10 lbs seed (year 1 & 2) 10,125.00
Labor- Planting & Seeding (year 1 & 2) 12,600.00
Labor - Maintenance (Year 1 - 5) 30,275.00
Labor - Restoration Monitoring (year 1- 5) 6,562.50
RESTORATION & MAINTENANCE TOTAL 599e7.5n
Project Management & Reporting (year 1 - 5)
Total
Meetings, Data Review, Agency Reports - Year 1
12,417.00
Meetings, Data Review, Agency Reports - Year 2
9,778.00
Meetings, Data Review, Agency Reports - Year 3
5,639.00
Meetings, Data Review, Agency Reports - Year 4
3,604.25
Meetings, Data Review, Agency Reports - Year 5
2,569.50
PROJECT MANAGEMENT & REPORTING TOTAL
34,007.75
(TOTAL PROJECT - EROSION MGT, RESTORATION, 110,308.30
MAINTENANCE, MONITORING, & REPORTING)
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers, employees, and
any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, 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 one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
Irvine Ranch Conservancy Page C-1
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Contractor or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
Irvine Ranch Conservancy Page C-2
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Contractor maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper
Irvine Ranch Conservancy Page C-3
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Contractor or reimbursed
by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
I. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Irvine Ranch Conservancy Page C-4
Chong, Matthew
From: City of Newport Beach via EXIGIS Insurance Compliance Services <certificates-
NewportBeach @ riskworks.com>
Sent: Wednesday, November 20, 2019 2:08 PM
To: Chong, Matthew
Subject: City of Newport Beach: Notice of Compliance for Irvine Ranch Conservancy
Dear Business Partner,
The insurance documentation submitted on behalf of Irvine Ranch Conservancy satisfies the minimum
insurance requirements for City of Newport Beach and has been verified as compliant.
No further action is required at this time. You will receive a renewal notice requesting updated insurance
documents in advance of expiration.
If you have any questions, please contact EXIGIS Risk Management Services at support(a,exi ig s.com or 800-
430-1589.
Thank you for your cooperation and timely fulfillment of this important request.
Sincerely,
EXIGIS Risk Management Services
On behalf of City of Newport Beach
800-430-1589
support(a�exigis.com
Organizational Unit: City of Newport Beach -> Recreation & Senior Services
Agreement Name : Maintenance and repair agreement "Project 310 - buck gully Illegal Trail Restoration and
Maintenance"
Agreement Number: 7690-1