HomeMy WebLinkAboutC-7563-1 - PSA for Preparation of an EIR Addendum for the Vivante Senior Housing Projectt
AMENDMENT NO. ONE TO
r. PROFESSIONAL SERVICES AGREEMENT
WITH PLACEWORKS, INC. FOR PREPARATION OF AN EIR ADDENDUM
C> FOR THE VIVANTE SENIOR HOUSING PROJECT
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 11th day of July, 2019
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City'), and PLACEWORKS, INC., a California
corporation ("Consultant"), whose address is 3 MacArthur Place, Suite 1100, Santa Ana,
CA 92707, and is made with reference to the following:
RECITALS
A. On November 8, 2018, City and Consultant entered into a Professional Services
Agreement ("Agreement") engaging Consultant to prepare an environmental
impact report ("EIR") addendum under the California Environmental Quality Act
("CEQA") for review by the City that includes the proposed land use, construction,
operation characteristics, infrastructure improvements, and entitlements for the
proposed Vivante Senior Housing Project ("Project").
B. The parties desire to enter into this Amendment No. One to reflect additional
Services not included in the Agreement, and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A 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.
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference
("Services" or "Work"). Exhibit B to the Agreement and Exhibit B to this Amendment No.
One shall collectively be known as "Exhibit B."
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant 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. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Forty Four Thousand
Seven Hundred Seventy Nine Dollars and 00/100 ($44,779.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No.
Amendment No. One, including all reimbursable items and subconsultant fees, in an
amount not to exceed One Thousand Three Hundred Eighty Dollars and 00/100
($1,380.00).
3. 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]
Placeworks, Inc. 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: 7011 Z q
By:
Karon C. Harp
City Attorney
ATTEST: /�
Date: ! .
0-2
Leilani
City Cl
Attachments:
CITY OF NEWPORT BEACH,
a California mu ispal corporation
Date:
By: �JP(nr
Seimone Jurjis
Community Development Director
CONSULTANT: Placeworks, Inc.,
California corporation
Signed in Counterpart
By:
Robert McCann
Chief Executive Officer and Secretary
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
M
Placeworks, Inc. 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:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: By:
A on C. Harp Seimone Jurjis
City Attorney Community Development Director
ATTEST:
Date:
:�
Leilani I. Brown
City Clerk
Attachments:
CONSULTANT: Placeworks, Inc., a
California corporation
Date:
Robert McCann
Chief Executive Officer and Secretary
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Placeworks, Inc. Page 3
EXHIBIT A
SCOPE OF SERVICES
TASK 8 - FINDINGS OF FACT AND STATEMENT OF OVERRIDING
CONSIDERATIONS
The Findings of Fact ("FOF") will be prepared consistent with the requirements of
CEQA. The draft FOF will be distributed to the City for review and comment. We will also
prepare a Statement of Overriding Considerations ("SOC') for the project, consistent with
the requirements of CEQA. Up to 2 hours of staff time is included in our cost estimate for
revisions per City comments.
Deliverable(s):
• Digital copy of the Draft FOF and SOC
• Final digital copy of the FOF and SOC
Placeworks, Inc. Page A-1
EXHIBIT B
SCHEDULE OF BILLING RATES
TASK 8 Findings of Fact and Statement
of Overriding Considerations
$1,380.00
Total Not to Exceed Amount
$44,779.00
Pfaceworks, Inc. Page B-1
From: City of Newport Beach via IXIGIS Insurance Compliance services
To: Ramirez, Brittany
Subject: City of Newport Beach: Notice of Compliance for Placeworks, Inc.
Date: Wednesday, October 02, 2019 10:30:42 AM
Dear Business Partner,
The insurance documentation submitted on behalf of Placeworks, Inc. 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
sunnortna.exieis.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 exigis.com
Organizational Unit : City of Newport Beach -> Community Development
Agreement Name : Preparation of an EIR Addendum for the Vivante Senior Housing Project
v
r'
3
In
r PROFESSIONAL SERVICES AGREEMENT
V WITH PLACEWORKS, INC. FOR
PREPARATION OF AN EIR ADDENDUM FOR THE VIVANTE SENIOR HOUSING
PROJECT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 8th day of November, 2018 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and PLACEWORKS, INC., a California corporation ("Consultant'), whose address is 3
MacArthur Place, Suite 1100, Santa Ana, California 92707, and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to prepare an environmental impact report
("EIR") addendum under the California Environmental Quality Act ("CEQA") for
review by the City that includes the proposed land use, construction, operation
characteristics, infrastructure improvements, and entitlements for the proposed
Vivante Senior Housing Project (`Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2019, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant 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"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
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, 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 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 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) 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 Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant 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. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Forty Three Thousand
Three Hundred Ninety Nine Dollars and 00/100 ($43,399.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
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 basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
Placeworks, Inc. Page 2
4.4 Consultant 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 the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant 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. Consultant has designated JoAnn C. Hadfield to be its
Project Manager. Consultant 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 Consultant, 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.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
City's Deputy Community Development 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 Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, 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 Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
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
Placeworks, Inc. Page 3
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, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant 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 Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant 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 Consultant 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
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, 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).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant 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 Consultant.
Placeworks, Inc. Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant 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 control of Consultant, 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 Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to 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 shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant 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 the Consultant on the Project.
12. CITY POLICY
Consultant 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
Consultant 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.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant 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. 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
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
Placeworks, Inc. Page 5
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. 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.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Consultant 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.
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,
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 Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, 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 Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
Placeworks, Inc. Page 6
18. 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.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep 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, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
Placeworks, Inc. Page 7
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant 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.
24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant
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. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 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.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Deputy Community Development Director
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: JoAnn C. Hadfield
Placeworks, Inc.
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
Placeworks, Inc. Page 8
26. CLAIMS
26.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Consultant shall submit to
City, in writing, all claims for compensation under or arising out of this Agreement.
Consultant'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 Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
26.2 To the extent that Consultant'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 Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim"
as defined in Public Contract Code section 9204 or any successor statute thereto,
Consultant shall be required to file such claim with the City in strict conformance with the
Government Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 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.
27.2 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 Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
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.
Placeworks, Inc. Page 9
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant 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 Consultant 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
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 Consultant 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. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
Placeworks, Inc. Page 10
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]
Placeworks, Inc. 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: l(/J fig
By
Aaron C. Harp
City Attorney
ATTEST: '�
Date:
46m1ill
�.A'
r BrownCity Clerk
ani
CITY OF NEWPORT BEACH,
a California muni pal corporat
Date: //'2�?0%�
By: `
Seim—one Jurjis
Community D
Director
nt Department
CONSULTANT: PLACEWORKS, INC., a
California corporation
Date:
Signed in Counterpart
By:
Robert McCann
Chief Executive Officer/ Secretary
��.W PoRr
4 eF
O
P
u Pr [END OF SIGNATURES]
LIFO
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Placeworks, Inc. Page 12
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: (jl(/1�2
f•
By.-__/G%'Z,
Aaron C. Harp (per n�eqr
City Attorney
ATTEST:
Date:
By: _
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: __ . _.
Seimone Jurjis
Community Development Department
Director
CONSULTANT: PLACEWORKS, INC., a
California corp ration
Date: /Z 7 /
By:/Gf�f_C'c.__
Robert McCann
Chief Executive Officer/ Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Placeworks, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
Placeworks, Inc. Page A-1
ED RLACEWORKS
Introduction
We have divided our proposal into the following sections:
» Project Understanding and Approach. Based on our preparation and processing of the Museum House EIR, our
familiarity with the City of Newport Beach, and our review of the RFP and the Vivante Senior Housing project
description and entitlement application.
» Project Approach. Based on our understanding of the City's and project applicant's objectives, and foresight
based on our extensive CECA experience.
» Scope of Work. Includes Place Works' detailed scope of services and methodology.
» Proposed Budget. Customized to include each task/deliverable, optional tasks, reimbursables, and direct costs.
» Anticipated Schedule. Estimated schedule based on assumptions noted.
PROJECT UNDERSTANDING
Proposed Land Use
The proposed Vivante Newport Center project (including a 27 -bed memory care facility and 90 senior assisted living
units) is proposed to be constructed on the City parcels currently occupied by the Orange County Museum of Art
building (850 San Clemente Drive) and an adjacent administrative office building (856 San Clemente Drive). The
combined site is approximately 2.9 acres. In comparison, the Museum House project was limited to the 850 San
Clemente Drive parcel, approximately 2.0 acres. As with the Museum House project, the Vivante Senior Housing
Project would require demolition of the existing museum (23,632 sf). It would also require demolition of the
adjacent administration building (13,935 sf). A six -story plus basement, luxury senior living project is proposed
within a new 183,500 sf building. The project would offer state -licensed congregate care services. On-site residential
amenities would be provided, such as an indoor pool, restaurant, bar/lounge, fitness center, dance/yoga studio,
movie theatre, and large outdoor courtyard. Transportation services would be provided to residents for daily
activities. Primary access would be off San Clemente Drive, and all parking would be at -grade.
Discretionary Approvals
The project will be processed in the context of and require consistency with the City's General Plan and Zoning
Code, and will require the following discretionary actions:
» General Plan Amendment
» Conditional Use Permit
» Planned Community Development Plan Amendment
» Site Development Review
» Parcel Merger
» Development Agreement
Potential Controversy and Environmental Issues
The community sensitivity to new development in the Newport Center/Fashion Island planning subarea is apparent
based on the reaction to the Museum House proposal. The scale and height of the Museum House project was an
extremely controversial issue, as were potential traffic increases. Construction noise, ultimately the only significant,
unavoidable impact for the Museum House, was also a reason for project opposition. Potential shadow impacts on
August 27, 2018 1 Page 2
Q PLACEWORKS
the adjacent Villas at Fashion Island relative to the North Newport Center Planned Community policies also became
a challenging environmental/policy issue. Although the proposed Vivante Senior Assisted Living project is much
smaller in scale, some opposition/controversy can still be anticipated, particularly since a general plan amendment is
required.
PROJECT APPROACH
EIR Addendum Eligibility
According to CEQA Section 21166 and Section 15162 of the State CEQA Guidelines, when an EIR has been certified
or a negative declaration adopted for a project, no subsequent EIR or negative declaration shall be prepared for the
project unless the lead agency determines that one or more of the following conditions are met:
» Substantial project changes are proposed that will require major revisions of the previous EIR or negative
declaration due to the involvement of new significant environmental effects or a substantial increase in the
severity of previously identified significant effects;
» Substantial changes would occur with respect to the circumstances under which the project is undertaken that
require major revisions to the previous EIR or negative declaration due to the involvement of new significant
environmental effects or a substantial increase in the severity of previously identified significant effects; or
» New information of substantial importance that was not known and could not have been known with the exercise
of reasonable diligence at the time the previous EIR was certified or the negative declaration was adopted shows
any of the following:
A. The project will have one or more significant effects not discussed in the previous EIR or negative
declaration.
B. Significant effects previously examined will be substantially more severe than identified in the previous EIR.
C. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would
substantially reduce one or more significant effects of the project, but the project proponents decline to
adopt the mitigation measure or alternative.
D. Mitigation measures or alternatives that are considerably different from those analyzed in the previous EIR
would substantially reduce one or more significant effects on the environment, but the project proponent
declines to adopt the mitigation measures or alternatives.
Preparation of an addendum to an EIR is appropriate when none of the conditions specified in Section 15162 [above]
are present, and where some minor technical changes to the previously certified EIR are necessary (Guidelines §
15164a; bold added).
Preliminary Review
The Museum House EIR was certified in November 2016 and was a comprehensive, project -level EIR addressing 14
environmental topics. The EIR concluded that there was one significant, unavoidable impact: construction noise. The
Vivante Senior Housing project site consists of two parcels; the OCMA building site (approximately 2.0 acres) and
the adjacent administration building site (0.9 acres). Unlike the Museum House project which just required
demolition of the museum building, the Vivante project will also require demolition of the administration building..
The Museum House EIR evaluated the impacts of a 100 -unit, 26 -story building; in comparison, a 99 -unit, 6 -story
building is proposed for Vivante. As noted above, key issues of the previously proposed project included the building
scale and height, and noise and shadow impacts to the adjacent Villas at Fashion Island.
August 27, 2018 1 Page 3
0 PLACEWORKS
The attached figure shows the respective building footprints for the Museum House and Vivante projects and their
relation to the adjacent Villas. As noted above, the Vivante project will cover two parcels (totaling 2.9 acres) in
comparison to the 2.0 -acre Museum House project. The Vivante project also has a slightly larger building footprint
(26,647 sf) than the Museum House project (25,753 sf) and at its closest point is closer to the adjacent Villas (107 ft)
than the Museum House footprint (130 ft). Key considerations in the impact evaluation, therefore, will be construction
noise and shadow impacts. Construction noise, however, was already determined to be a significant, unavoidable
impact of the Museum House project, so this would not introduce a new significant impact. Moreover, the shadow
impact analysis provided by the applicant team does not appear to indicate a significant impact. This will require more
detailed review.
Use of Applicant Studies
As described below, the baseline for impact analysis for an addendum is not "existing conditions' but the previously
approved project (Museum House). The potential impact, therefore, is the net impact in comparison to the Museum
House. This will substantially reduce the technical work required to prepare the Addendum in comparison to an EIR.
Place Works, however, will need enough project detail to prepare the analysis. Our scope of work assumes that we
will be provided detailed construction information, including earthwork quantities and import/export, and
construction equipment and operation schedule (hours/day, no. of weeks, etc.), and assumes we will be provided
with any applicable updated studies. Since the Museum House EIR is certified, we can rely on the technical studies
supporting that EIR for environmental setting information. However, we will rely on the project applicant team for
Vivante project specifics and technical studies. We will conduct a CEQA-adequacy peer review on the applicant
provided hydrology/drainage plan, WQMP (and proposed BMPs), water/sewer generation studies, geotechnical, and
visual simulations, and incorporate the information into the Addendum. Our scope also assumes we will conduct a
peer review of the shadow study conducted by the applicant's team prior to integrating it into the Addendum.
Our proposed scope of work assumes that the reports will be prepared by credentialed professionals and will
adequately address potential environmental impacts of the project. If, based on our review, it is determined that
any supplemental analysis is required, we will consult with the City to request clarification or additional analyses
from the consultants, or alternatively, provide an estimate to prepare the supplemental analysis.
Scope of Work
TASK 1 PROJECT DESCRIPTION
Key to the success of CEQA documentation is a concise project description. PlaceWorks will be prepare a draft
project description for review by the City that includes the proposed land use, construction and operation
characteristics, infrastructure improvements, and entitlements. The project description will be supported by several
graphics, which we assume will be provided by the applicant. The description will clearly delineate a comparison of
the Museum House project since that project serves as baseline for the Addendum.
We will submit the screencheck project description to the City for review. Upon receipt of comments, we will revise
the project description, as needed, for inclusion in the Addendum.
Deliverable(s):
• Project Description (electronic copy)
• Revised Project Description (electronic copy) per City review comments
TASK 2 SCREENCHECK EIR ADDENDUM
The Addendum will include the following sections: Introduction, Environmental Setting, Project Description,
Environmental Checklist, Environmental Analysis, Mitigation Measures, List of Preparers, References, and
Appendices. The environmental checklist will be a modified CEQA Guidelines Appendix G checklist. The topics and
August 27, 2018 1 Page 4
ED RLACEWORKS
questions will be the same as the checklist, but the column headings for responses will be appropriate to an
addendum:
» Substantial Change in Project or Circumstances Resulting in New Significant Effects
» New Information Showing Greater Significant Effects Than Previous EIR
» New Mitigation or Alternative to Reduce Significant Effect if Declined
» Minor Technical Changes or Additions
» No Impact
The 2016 certified Museum House EIR will serve as the baseline for the proposed project and the Addendum. To
adequately assess the "net" change in impacts relative to the original project, to the extent possible, we will
quantify impacts associated with development of the Vivante Senior Housing project, including grading amounts and
air quality, greenhouse gas emissions, and noise impacts. The net impacts (decrease or increase in comparison to
approved project) will be compared to significance thresholds for each topical area to determine whether any
refinement to mitigation is necessary. Note that if this analysis reveals a new significant impact for which mitigation
is not currently provided, the project will not be eligible for an Addendum, and a Supplemental EIR will be required.
Our scope of work assumes that the following information will be provided to us by the applicant's team:
» Grading quantities and construction equipment/scheduling assumptions. Cubic yardage estimates as currently
proposed, and construction equipment mix and scheduling assumptions.
» Hydrology. Proposed hydrology, including drainage concepts, proposed flood control measures, and runoff
estimates.
» Water quality. Assessment of potential new impacts, relevance of previous mitigation measures and BMPs, and
currently planned BMPs
» Water/sewer generation studies, visual simulations and geotechnical report.
» Shade/shadow studies.
» Figures showing proposed grading, drainage, open space, landscaping areas, etc.
Deliverable(s):
• Screencheck EIR Addendum (electronic copy)
TASK 3 FINAL EIR ADDENDUM
Placeworks anticipates up to two rounds of document review. We will revise the Addendum to address comments
and finalize the Addendum. It is not anticipated that substantive changes will be required or that any technical
modeling update will be necessary. If that becomes the case, a budget augment may be necessary.
An Addendum does not require public review; therefore, upon City approval, it can serve as the final environmental
documentation for the proposed project. It is our understanding that the Addendum, however, will likely be posted
on the City's website to be available for public review prior to consideration by decision makers.
Deliverable(s):
• 8 hard copies and 20 CDs of Final FIR Addendum
TASK 4 MEETINGS AND PUBLIC HEARINGS
PlaceWorks' Project Manager will participate in in-person meetings and conference calls as requested by the City.
Our cost estimate is based on participation by our PM in up to three meetings or conference calls and up to two
public hearings. We will attend additional meetings upon request to be billed at our hourly rates. Any of our
August 27, 2018 1 Page 5
0 PLACEWORKS
technical specialists will also be available to attend meetings and/or hearings on a time -and -materials basis at our
2018 hourly billing rates.
Deliverable(s):
• PM participation in up to 3 meetings or conference calls and 2 public hearings
TASK 5 PROJECT MANAGEMENT AND COORDINATION
PlaceWorks will coordinate closely with the client and the City to ensure the Addendum is legally defensible,
accurate, and useful to decision makers when considering the approval of the project. Project management
responsibilities include: task scheduling and assignment; management of resources; monitoring of costs and
schedule adherence; and coordination and communications with the project team to ensure compliance with
policies, procedures, and any applicable codes.
Our Project Management cost estimate is based on our estimated 12 -week schedule and assumes one hour/week
for our Project Manager. If this schedule is extended beyond the control of PlaceWorks, a budget augment may be
requested for this task.
TASK 6 TECHNICAL STUDIES
Our in-house technical specialists will conduct technical analyses to determine the net impacts of the proposed
Vivante Senior Housing project in comparison to Museum House project.
6.1 Air Quality/Greenhouse Gas Emissions
PlaceWorks will prepare an air quality and greenhouse (GHG) emissions analysis to evaluate potential impacts from
the construction and operation of the senior housing project compared to those identified in the Museum House
EIR. Although construction emissions are likely to be substantial, construction activities are unlikely to exceed the
maximum daily emissions estimates identified in the EIR. If the applicant can substantiate the total grading quantity
and equipment use is similar to or less than for the Museum House project, then the environmental analysis for the
senior housing project for regional and localized construction emission will be done qualitatively. If construction
activities require modeling to demonstrate that they would not exceed the impacts identified in the original EIR, we
will conduct modeling. Since the number of housing units will be reduced by one, and the overall gross floor area
will be reduced, we expect to provide a qualitative assessment of long-term operational air quality and GHG
emissions. Additionally, the addendum will include a discussion on CO hotspots, odors, and consistency analysis with
SCAQMD's air quality management plan and applicable GHG reduction plans (e.g., CARB's Scoping Plan, SCAG's 2016
Regional Transportation Plan/Sustainable Communities Strategy). The mitigation measures identified in the Museum
House EIR will be reviewed and revised (as needed) in order to reflect minor changes in environmental conditions
and regulatory environments. The analysis will be included as an appendix to the Addendum.
Deliverable(s):
• Air Quality/GHG Technical Analysis, details/modeling to be included as an appendix to the Addendum
6.2 Noise and Vibration
PlaceWorks will prepare a noise and vibration analysis to evaluate potential construction and operational impacts of
the project compared to those analyzed in the Museum House EIR. The noise analysis will rely on the findings of the
Museum House EIR to evaluate the project's potential to increase the ambient noise of the project area. Changes in
the noise environment due to project -related traffic are expected to clearly fall within the envelope of the Museum
House EIR, and therefore will be evaluated qualitatively. The noise assessment will also consider operational noise
for the proposed senior housing facility, including the potential for increased emergency vehicle activity. In addition
to long-term impacts, the noise analysis will evaluate potential noise and vibration impacts at uses adjacent to the
August 27, 2018 1 Page 6
0 RLACEWORKS
project site during the demolition/construction phases. In particular, the analysis will determine the project -related
construction noise levels and duration at the adjacent Villas at Fashion Island and compare these impacts to those of
the Museum House construction impacts (determined to be significant). The mitigation measures identified in the
Museum House FIR will be reviewed and revised (as needed) in order to reflect minor changes in environmental
conditions and regulatory environments. The findings of the noise and vibration analyses and impact assessment will
be provided in the Addendum, and pertinent calculations and technical information will be provided in an appendix.
Deliverable(s):
• Noise and Vibration Technical Analysis, to be included as an appendix to the Addendum
6.3 Traffic
The level of traffic study prepared by PlaceWorks is still pending decision by the City. The following analysis is
beyond the study level that will be required for the Addendum, but may be required to meet City requirements. We
will pare down the scope and cost as desired by the City.
The traffic analysis will be prepared to satisfy the City of Newport Beach Traffic Phasing Ordinance (TPO) and CECIA
requirements. Project trips during the peak hours and daily will be calculated using published trip generation rates
for similar land uses (such as in ITE's Trip Generation Manual). An initial review of the project indicates that the
number of trips will be relatively small and fewer than for the Museum House project, so no traffic counts or
intersection levels of service will be needed for this analysis, and they are not included in this scope. Potential
impacts to the circulation system will be based on a trip generation comparison with the Museum House project.
In addition, the access driveways and internal circulation layout will be reviewed to evaluate vehicular egress and
ingress and recommend mitigation measures, if needed. The traffic analysis will also include project daily traffic
volumes to provide necessary data for the noise and air quality/GHG analyses. PlaceWorks will integrate the results
of the traffic analysis in the traffic/transportation section of the Addendum.
TASK 7 MITIGATION MONITORING AND REPORTING PROGRAM
The MMRP prepared for the Museum House project will be updated to reflect the elimination of any mitigation
measures no longer required as well as measures refined to more specifically address the revised project. Since an
Addendum cannot introduce any new significant impacts (which require mitigation), no new measures will be
added.
Anticipated Schedule
Upon approval of our contract we will refine the schedule objectives with the City and prepare a detailed MS Project
schedule. For purposes of the schedule, we assume that the construction detail and technical support/studies to be
provided by the project applicant will be available upon project initiation. We anticipate submitting the project
description within 2 weeks of project kick-off, and the screencheck Addendum in 7 to 8 weeks after project start.
We will revise the Addendum per City review comments within 2 weeks of receipt of the first review, and within one
week of the second review. Based on up to 2 weeks for each of two City reviews, a total of 15 weeks is assumed for
the project management task.
August 27, 2018 1 Page 7
EXHIBIT B
SCHEDULE OF BILLING RATES
Placeworks, Inc. Page B-1
Q PLACEWORKS
Cost Estimate
Table 1 summarizes our cost estimate by task for the scope of work to prepare an EIR Addendum. It is based on our
standard billing rates, provided in Table 2.
Table 1. Cost Estimate—Viva nte Senior Living EIR Addendum
TASK
COST ESTIMATE
Task 1. Project Description
$3,366
Task 2. Screencheck EIR Addendum
10,016
Task 3. Final EIR Addendum
1,642
Task 4. Meetings and Conference Calls
4,921
Task 5. Project Management and Coordination
9,669
Task 6. Technical Studies
$854110
6.1 Air Quality/GHG
3,865
6.2 Noise and Vibration
2,346
6.3 Traffic
5,141
Task 7. MMRP
683
Labor Cost Subtotal
$41,649
Reimbursables/Expenses*
1,750
GRAND TOTAL
$43,399
*Reimbursables and expenses include up reproduction costs, mailing, miscellaneous copies, and mileage.
Labor costs include 2% administrative cost
Table 2. PlaceWorks-2018 Standard Fee Schedule
STAFF LEVEL
HOURLY BILL RATE
Principal
$195—$335
Associate Principal
$180—$230
Senior Associate/Senior Scientist
$150—$230
Associate/Scientist
$120—$180
Project Planner/Project Scientist
$9S—$135
Planner/Assistant Scientist
$854110
Graphics Specialist
$65—$160
Clerical/Word Processing
$45—$180
Intern
$65—$95
Subconsultants are billed at cost plus 10%.
Mileage reimbursement rate is the standard IRS -approved rate.
La,t Update'
August 27, 2018 1 Page 8
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant 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. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant 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. Consultant 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.
Consultant 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
Consultant performs the Project and/or Services contemplated by this
Agreement.
Consultant 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. Consultant 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, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
Placeworks, Inc. Page C-1
C. Automobile Liability Insurance. Consultant 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 Consultant
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.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
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 Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, 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 Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. 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 Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
Placeworks, Inc. Page C-2
D. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, 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.
E. 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.
F. 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. Consultant 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
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 Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. 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 Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
Placeworks, Inc. Page C-3
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. 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.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant 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 Consultant'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 Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant'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.
H. Consultant's Insurance. Consultant 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.
Placeworks, Inc. Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 11/8/18 Dept./Contact Received From: Brittam
Date Completed: 11/15/18 Sent to: Brittany By: Jan
Company/Person required to have certificate: PlaceWorks, Inc.
Type of contract: Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/18 — 7/1/19
A.
INSURANCE COMPANY: Crum & Forster Specialty Insurance Co
B.
AM BEST RATING (A-: VII or greater): A / XIII
A.
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
❑ Yes H No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$5M/$5M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
Is Company admitted in California?
include): Is it included? (completed Operations status does
H Yes
❑ No
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
UM, $2M min for Waste Haulers): What is limits provided?
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
(What is limits provided?)
its officers, officials, employees and volunteers): Is it
included?
M Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
❑ No
G.
included): Is it included?
M Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
H.
HIRED AND NON -OWNED AUTO ONLY:
is not limited solely by their negligence) Does endorsement
❑ Yes
❑ No
include "solely by negligence' wording?
❑ Yes M No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
M N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A M Yes ❑ No
1I. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/18 — 7/1/19
A.
INSURANCE COMPANY: Travelers Property Casualty Company
of America
B.
AM BEST RATING (A-: VII or greater) A++/ XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
H Yes
❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
ADDITIONAL INSURED WORDING:
❑ N/A
H Yes
❑ No
G.
PRIMARY & NON-CONTRIBUTORY WORDING:
❑ N/A
H Yes
❑ No
H.
HIRED AND NON -OWNED AUTO ONLY:
H N/A
❑ Yes
❑ No
I.
NOTICE OF CANCELLATION:
❑ N/A
0 Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 7/1/18-7/1/19
A.
INSURANCE COMPANY: Travelers Property Casualty Company
of America
B.
AM BEST RATING (A-: VII or greater): A++/ XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 7/1/18 — 7/1/19 CRUM & FORSTER SPECIALTY INS CO
Rated: A/ XIII, Non -Admitted Limits: $5M ❑ N/A ® Yes ❑ No
V POLLUTION LIABILITY
VI BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
11/15/18
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED -(Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management approval required for non -admitted General Liability & Professional Liability carrier. 11/8/18
Risk Management approved use of non -admitted carrier.
Approved:
Risk Management
* Subject to the terms of the contract.